Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Backup Documents 12/13-14/2011 Item #16E 2
a � Memorandum Subject: 11 -5606 — Telecommunications Services Date: December 13, 2011 From: Lyn M. Wood, C.P.M, Procurement Strategist To: Ray Carter, Manager Risk Finance Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252 -2667 FAX: (239) 252 -6593 Email: LynWood(a.colliergov.net www.colliergov.net/purchasing jAr This Contract was approved by the BCC on December 13, 2011 agenda item 16.E.2 The County is in the process of executing this contract with Centuryl-ink Sales Solutions, Inc. Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you h C questions, please contact me at the above referenced information. Signature Mike Berrios, IT RECEWED 'jEc 14 R'j K MANAGEMENT Dati (Please route to County Attorney via attached Request for Legal Services) G/ Acquisitionsl rechFormsandLetters /MemotoRequestLegalServices Revised: 4/16//10 16E Z . 12/13/2011 Item 16.E.2. CenturyLink- October 24, 2011 Collier County Board of Commissioners, c/o Lyn Wood 3299 Tamiami Trail East Naples, Florida 34112 Subject: CenturyLink Custom Cover Agreement Dear Ms. Wood: The following section of the CenturyLink Pricing & Contracts Policy describes the delegation of signature authority permitting James Lamb to be the signatory for CenturyLink Sales Solutions, Inc. James lamb is a Branch Manger (Business Unit Manager) at CenturyLink. C. Contract Execution Contract execution occurs when the sales contract is signed by authorized representatives for all parties to the contract. Sales contracts must be signed by the customer, by either a corporate officer or someone legally authorized to sign contracts for their company, All non- standard contracts are required to be approved per the SPR escalation table prior to signature. The following authority levels have been established for CenturyLink contract execution (i.e., signature requirements) for all customer contracts. Where applicable, BU specific contract signature methods and procedures can be used as long as they do not have a lower level of approval than what is identified below. Please let us know if there are any other questions. Sincerely, q rigan ate Counsel Tim Larigan KSOPKJO701 5454 West I I Street Overland Park, KS 66211 Tel: 913.345 -6759 Fax: 913.345 -6683 Packet Page -2845- Grea�r than s50M 7CV to $50M TCV 7Su�7saesorAutharizedAgent to $20M TCV to s1MTCV; NDA to $50K TCV Please let us know if there are any other questions. Sincerely, q rigan ate Counsel Tim Larigan KSOPKJO701 5454 West I I Street Overland Park, KS 66211 Tel: 913.345 -6759 Fax: 913.345 -6683 Packet Page -2845- 16E 2 MEMORANDUM Date: December 19, 2011 To: Lyn Wood, Contract Specialist Purchasing Department From: Martha Vergara, Deputy Clerk Minutes and Records Department Re: Contract #11 -5606 "Telecommunication Services" Contractor: CenturyLink Sales Solutions, Inc. Attached is one (1) Original, referenced above (Item #16E2) approved by the Board of County Commissioners on Tuesday, December 13, 2011. The original has been kept by the Minutes and Records Department to be kept as part of the Boards Official Records. If you should have any questions please contact me at 252 -7240. Thank you 16E 2 No. SPR -16848 Date: November 10, 2011 Page 1 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 This CenturyLink Custom Cover Agreement (the "Agreement ") between CENTURYLINK SALES SOLUTIONS, INC. as contracting agent on behalf of the applicable CenturyLink affiliated entities providing the Products and Services ( "CenturyLink ") and COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS ( "Customer ") establishes the terms and conditions governing CenturyLink's provision of the Products and Services priced in this Agreement. This Agreement and any information concerning its pricing, terms and conditions are CenturyLink's confidential and 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. EMBARQ and CenturyTel have joined to create a new communications company — CenturyLink. For an interim period until all work is completed to update systems and platforms related to the companies' combination, the names EMBARQ and CenturyTel may be used in association with the products and services provided by CenturyLink. As a result, Customer may see references in this Agreement to EMBARQ or CenturyTel products and services and terms and conditions that continue to use the EMBARQ and CenturyTel name. 1. TERM. This Agreement will be for an initial term of 24 months (the "Initial Term "), starting on the date all parties have signed this Agreement ( "Effective Date "). This Agreement may be renewed for one 24- month renewal term (the "Renewal Term ") 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 Terms for a particular Product or Service are defined in the applicable attachment or Purchase Order as mutually agreed to by Customer and CenturyLink. 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: RESERVED Attachment C: Nontariffed Business Products and Services Attachment D: Long Distance Business 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. A. 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 before the end of an Order Term or any subsequent renewal, termination liability will apply as described in the applicable Attachment. If no termination liability is specified in the applicable Attachment, Customer will be liable for fifty percent (50 %) of the monthly payments that would otherwise remain in the Order Term. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 2 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 B. Early Termination Liability Waiver. CenturyLink will waive early termination liability for termination of a Service before the end of an Order Term or any subsequent renewal if all of the following conditions are met: (1) Customer maintains a minimum monthly total billed revenue, before fees and taxes, of thirty thousand dollars ($30,000.00); (2) Customer does not obtain the same or similar Service from another provider within 12 months of termination; (3) Customer gives CenturyLink thirty (30) days' written notice of termination of Service; and (4) Service must not have been priced on an Individual Case Basis (ICB) price plan. 3. RATES AND CHARGES. Customer will pay the rates and charges set forth in the applicable Attachment. Rates do not include applicable local, state, or federal taxes or surcharges that CenturyLink may bill Customer. Customer is sales tax exempt pursuant to Chapter 212, Florida Statutes. 4. QUALIFICATIONS AND CONDITIONS. 4.1 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. 4.2 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. 5. UNIFORM RESOURCE LOCATORS (URLs). References to URLs in this Agreement include any successor URLs designated by CenturyLink. 6. INSURANCE REQUIREMENTS. 6.1 CenturyLink shall provide insurance as follows: A. Commercial General 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 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 $1,000,000 for each accident. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E Z No. SPR -16848 Date: November 10, 2011 Page 3 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 6.3 Special Requirements. Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. 6.4 Current, valid insurance policies meeting the requirement herein identified shall be maintained by CenturyLink during the Agreement Term. Renewal certificates shall be sent to the County. 6.5 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. 7. PRICING EXPIRATION. To become effective, this Agreement must be: (a) signed by an authorized Customer representative; (b) delivered to CenturyLink on or before December 21, 2011; and (c) signed by a CenturyLink officer or authorized designee. Alterations to this Agreement are not valid unless accepted in writing by both parties. [remainder of page intentionally blank; signature page follows] DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 CENTURYLINK SALES SOLUTIONS, INC. ZR V - J'_ &I d 5 �r Date: / " • / Address: 16 No. R -1682 Date: November 10, 2011 Page 4 of 48 COLLIER COUNTY BOARD OF COMMISSIONERS + - By: Name: Fred W. Coyle Title: Chairman Date: December 13, 2011 Address: ATTEST: Dwight E. Brock,'Cldrkiof Courts. fA (SEAL)Z 6*PWjtW* 4069" Approved as to form and legal sufficiency: < 12 Deputy County Attorney �: '_. i P, — rx" Print Name Approved as to Legal Form CenturyLink Law PROVE Dept. JAS— 20 Oct 2011 CenturyLink (Enterprise Special Pricing B R H 11/10/11 / DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E Z No. SPR -16848 Date: November 10, 2011 Page 5 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 ATTACHMENT A TARIFFED BUSINESS SERVICES 1. CENTURYLINK ENTITIES. Services described in this Attachment are provided by the applicable CenturyLink entity(ies) listed below. CENTURYLINK OPERATING COMPANY STATE(S) OF OPERATION(S) Embarq Florida, Inc. Florida 2. 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 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 Tariff or list pricing and then - current terms and conditions, unless the parties otherwise agree in writing. CenturyLink will make the Services available only after its compliance with any state - specific regulatory filing requirements. Customer Billing Service/Installation Type of Service Order Term Monthly Non - Address Address Recurring Recurring Charge Char e 3299 Tamiami Trail Qualifying Embarq B 1 Service 24 Months 15% Discount Applicable East, Suite 700 Florida locations only off Tariff Rate Tariff Rate Naples, FL 34112 Qualifying Embarq PRI 24 Months $350.00 Applicable Florida locations only Tariff Rate Qualifying Embarq DID #'s; Blocks 24 Months $10.00 Applicable Florida locations only of 100 Tariff Rate Qualifying Embarq Centrex Service 24 Months $28.05 Applicable Florida locations only Tariff Rate Qualifying Embarq PBX Trunks 24 Months 10% Discount Applicable Florida locations only off Tariff Rate Tariff Rate Qualifying Embarq Rotary B 1 Lines 24 Months 10% Discount Applicable locations only off Tariff Rate Tariff Rate (Non - Recurring Charges include installation and any other one -time charges during the Order Term.) 3. PRICING. 3.1 Monthly Recurring Charges ("MRCS"). CenturyLink will charge Customer the MRCS for the Services described in the Price Table. Except as otherwise described in the Price Table, these rates will remain fixed for each Order Term identified. If pricing is stated as a percentage discount off of Tariff Rate, that percentage discount is fixed for the Agreement 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. 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 must convert the rates for the affected Service to the then current rates in the applicable Tariffs, which are subject to change. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 F No. SPR -16848 Date: November 10, 2011 Page 6 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 3.2 Non - recurring Charges ( "NRCs "). CenturyLink may charge Customer NRCs related to the Services described in the Price Table or listed in applicable Tariffs or Local Terms of Service. 3.3 Additional Charges. Rates do not include applicable local, state, or federal taxes, fees, or surcharges that CenturyLink may bill Customer. Customer is sales tax exempt pursuant to Chapter 212, Florida Statutes. 3.4 Additional Payment Requirements. If Customer is not able to establish a satisfactory credit rating with CenturyLink, CenturyLink, in its sole discretion, may require Customer to submit a deposit or make an advance payment in connection with obtaining or maintaining the Services. 4. TARIFFS/LOCAL TERMS OF SERVICE. 4.1 CenturyLink provides local exchange carrier Services under its Tariffs, posted to http : / /about.centurylink.com/leizal /rates conditions.html,. These Tariffs are filed with, and approved by, respective federal and state regulatory commissions. CenturyLink may modify its Tariffs from time to time. Tariffed rates are subject to change without notice. 4.2 If CenturyLink withdraws its Tariffs, CenturyLink will provide Services under the state - specific Local Terms of Service posted at http : / /about.centurylink.com /legal /rates conditions.html on the later of the Effective Date or when the withdrawal becomes effective and incorporated by this reference. 4.3 This Agreement and the applicable Tariff or Local Terms of Service will govern the terms for Services. In the event of any inconsistencies or conflicts between this Agreement and the applicable Tariff or Local Terms of Service, this Agreement will take precedence. 5. 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. Within thirty (30) days after execution of this Agreement, CenturyLink will proactively modify rates for B1, Rotary B1, PBX Trunks, and Centrex lines to rates provided in this Attachment A. 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 at the top of this Agreement. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 7 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 ATTACHMENT B RESERVED DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 8 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 ATTACHMENT C 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 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 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, respectively, to this Agreement. 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. In addition to the Standard Terms and Conditions for Communications Services and CenturyLink Local Government Customer Annex, CenturyLink provides Services under the service - specific Annexes listed in the table and incorporated in and attached to the Agreement, 3. PRICE TABLES FOR SERVICES ( *). Customer Billing Applicable CenturyLink CenturyLink Entity Type of Service Service Annex Providing the Service EMBARQ® Dedicated Internet EMBARQ® Dedicated Embarq Florida, Inc. Access Services Internet Access and Embarq Recurring C.I. Dedicated Internet Access Service Annex. See Exhibit 3 Charge CenturyLinkTM Metro Ethernet CenturyLinkTM Metro Embarq Florida, Inc. - CIR/EIR Based Services Ethernet - CIR/EIR Based $0 Trail East, Suite Services Annex. See Exhibit 4 Metro Ethernet - CenturyLinkTM Smart IP CenturyLinkTM Smart IP Embarq Florida, Inc. Integrated Trunking Services Integrated Trunking Services CIR/EIR Based Annex. Naples, FL 34112 See Exhibit 5 Services (3MB) CenturyLinkTM MPLS VPN CenturyLinkTM MPLS VPN Embarq Florida, Inc. Services and EMBARQ® C.I. MPLS VPN Services Annex. See Exhibit 6 3. PRICE TABLES FOR SERVICES ( *). Customer Billing Service/Installation Type of Service Order Monthly Non - Address Address Term Recurring Recurring Char a Charge 3299 Tamiami Qualifying Embarq CenturyLinkTM 24 Months $400.00 $0 Trail East, Suite Florida locations only Metro Ethernet - 700 on a per quote basis CIR/EIR Based Naples, FL 34112 1 Services (3MB) DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 9 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 Customer Billing Service/Installation Type of Service Order Monthly Non - Address Address Term Recurring Recurring Char a Charge Qualifying Embarq CenturyLinkTM 24 Months $605.00 $0 Florida locations only Metro Ethernet - on a per quote basis CIR/EIR Based Services (10 MB) Qualifying Embarq CenturyLinkTM 24 Months $1,285.00 $0 Florida locations only Metro Ethernet - on a per quote basis CIR/EIR Based Services (250 MB) Qualifying Embarq Monitoring and 24 Months $35.00 $0 Florida locations only Utilization on a per quote basis Reporting Qualifying Embarq EMBARQ® 24 Months $1,490.00 $0 Florida locations only Dedicated Internet on a per quote basis Access Services (50 MB) Qualifying Embarq CenturyLinkTM 24 Months $17.50 $0 Florida locations only Smart IP on a per quote basis Integrated Trunking Services Qualifying Embarq CenturyLinkTM Per Per Per Applicable Florida locations only MPLS VPN Applicable Applicable Price Quote on a per quote basis Services Price Quote Price Quote (Port and Access) ( *) Note: Services not in a qualified Embarq Florida location are subject to individual case basis (ICB) pricing. ICB pricing may contain a different Monthly Recurring Charge and/or require Non - recurring Charges for installation of facilities. 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 must convert the rates for the affected Service to the then current list rates, which are subject to change. 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 local, state, or federal taxes, fees, or surcharges that CenturyLink may bill Customer. Customer is sales tax exempt pursuant to Chapter 212, Florida Statutes. 3.4 Additional Payment Requirements. If Customer is not able to establish a satisfactory credit rating with CenturyLink, CenturyLink, in its sole discretion, may require Customer to submit a deposit or make an advance payment in connection with obtaining or maintaining the Services. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 10 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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 at the top of this Agreement. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 11 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 ATTACHMENT D LONG DISTANCE BUSINESS SERVICES 1. CENTURYLINK ENTITY. Services described in this Attachment are provided by Embarq Communications, Inc. 2. TERMS AND CONDITIONS. CenturyLink provides Long Distance business services under the Standard Terms and Conditions for Communications Services and Local Government Customer Annex on Exhibit 1 and Exhibit 2 and relevant Schedules and Tariffs incorporated by reference in this Attachment and posted to http : / /about.centurylink.conVlegal /rates conditions.html . 3. VOICE SERVICES. 3.1 Order Term. The initial Order Term is the same as the Agreement Term and will begin when Services are installed and made available to Customer ( "Commencement Date. ") 3.2 Charges A. Net Effective Usage Rates. CenturyLink will charge Customer the Net Effective Usage Rates on its Domestic interstate and intrastate CenturyLink charges, except as otherwise listed in this Agreement. CenturyLink will charge Customer a fixed Net Effective Usage Rate for its usage charges in the applicable amount from the table below. B. Additional Charges. Rates do not include applicable local, state, or federal taxes, fees, or surcharges that CenturyLink may bill Customer. Customer is sales tax exempt pursuant to Chapter 212, Florida Statutes. C. Additional Payment Requirements. If Customer is not able to establish a satisfactory credit rating with CenturyLink, CenturyLink, in its sole discretion, may require Customer to submit a deposit or make an advance payment in connection with obtaining or maintaining the Services. Call Type Originating State Jurisdiction Price Per Minute 1+ Voice Solutions Florida Interstate $.034 1+ Voice Solutions Florida Intrastate/Intralata $.0275 1+ Voice Solutions Florida Intrastate/Interlata $.0325 DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 No. SPR -16848 Date: November 10, 2011 Page 12 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 EXHIBIT 1 to Attachment C These Standard Terms and Conditions are not applicable to services governed by Tariffs on file with the FCC or state regulatory authorities. Tariffs are located at httu:// about.centurylink.comAe2aVrates conditions.html. 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 httn: // about .centurylink.conVle2al /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 attached hereto and incorporated herein by reference. 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. If a conflict exists among provisions within the Agreement, specific terms will control over general provisions, and negotiated or added terms, conditions or pricing will control over standardized, posted or non - negotiated terms, conditions and pricing. 2. TERM. 2.1 Agreement Term. The period set in the Agreement during which CenturyLink provides Products and Services to Customer is defined as the "Agreement Term." These Standard Terms and Conditions, relevant Schedules, and Product and Service - specific Annexes apply from the Effective Date until the Agreement Term expires or terminates. CenturyLink will not accept DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 No. SPR -16848 Date: November 10, 2011 Page 13 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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 (attached and incorporated as Exhibit 7 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. 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, CenturyLink will provide that Service at its then current list pricing and then current Standard Terms and Conditions, relevant Schedules, and Product and Service specific Annexes, unless the parties otherwise agree in writing. 3. CHARGES. 3.1 CenturyLink Charges. Customer will pay CenturyLink the rates and charges for Products and Services set forth in the Agreement and any Order under the Agreement, including all charges associated with establishing Customer's Products and Services or related to CenturyLink's installation or provisioning costs. Charges associated with establishing or provisioning Services 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 days' notice. If CenturyLink modifies the underlying rate or list price upward, such upward modification shall be limited to a three percent (3 %) increase. 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 DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 No. SPR -16848 Date: November 10, 2011 Page 14 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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 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. Customer is sales tax exempt pursuant to Chapter 212, Florida Statutes. ( B. 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 Customer in full for rates and charges on the later of: (1) the date the Products or Services are installed and made available; or (2) the first day of the first bill cycle after the Effective Date. B. Delays. If CenturyLink cannot install or make available the Products or Services by the delivery date specified in the Order due to a Customer - caused delay, CenturyLink may bill Customer as of the delivery date specified in the Order, or if no date is specified, any time 30 days after the Effective Date. C. Recurring Services. For recurring Services and nonrecurring charges, CenturyLink bills fixed service charges in advance, and usage -based charges in arrears. D. Additional Invoice Information. Customer may make a written request to CenturyLink for additional invoice - related information, including duplicate invoices, to the extent such information is reasonably available. CenturyLink may charge Customer for such information. Customer may only request information from CenturyLink for the twelve (12) month period preceding the date of Customer's written request. 4.2 Payment and Late Charges. Unless otherwise defined in the Agreement, Customer must pay all undisputed amounts in accordance with Chapter 218, Florida Statutes, also 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 a late fee (up to the maximum rate allowed by law) or take other action to compel payment of past due amounts after written notice to Customer, including suspension or termination of Services, unless prohibited by applicable law or regulation. Service that is suspended or terminated for nonpayment may be subject to a reconnection charge. Customer may not offset disputed amounts from one invoice against payments due on the same or another account. CenturyLink's acceptance of late or partial payments (even those marked, "Paid in Full ") and late payment charges is not a waiver of its right to collect the full amount due. Customer's DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E Z No. SPR -16848 Date: November 10, 2011 Page 15 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 payment obligations include late charges and third party collection costs CenturyLink incurs, including reasonable attorneys' fees, if Customer fails to cure its breach of these payment terms. 4.3 Disputed Invoice Charges. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer makes timely payment of all undisputed charges within the payment period described in Section 4.2, and provides CenturyLink with a written explanation of the reasons for Customer's dispute of the charge. Customer must cooperate with CenturyLink to promptly resolve any disputed charge. If CenturyLink determines, in good faith, that the disputed charge is valid, CenturyLink will notify Customer and, Customer will pay the charge in accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act." 5. CREDIT APPROVAL. CenturyLink's provision of Products and Services is subject to CenturyLink's credit approval of Customer. Additionally during the Agreement Term, if Customer's financial circumstance or payment history becomes reasonably unacceptable to CenturyLink, CenturyLink may require adequate assurance of future payment as a condition of continuing CenturyLink's provision of Products and Services. Customer's failure to provide adequate assurances required by CenturyLink is a material breach of the Agreement. CenturyLink may provide Customer's payment history or other billing/charge information to any credit reporting agency or industry clearinghouse. 6. ORDERS. 6.1 Application. The terms and conditions in any Orders will have no force or effect other than to denote quantity and description of 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- or Service - specific Annexes. If cancellation is a result of non - appropriations as described in Exhibit 2 of this Agreement, Customer will not be liable for costs resulting from Customer's cancellation. 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, but Customer must pay any actual costs CenturyLink incurs due to Customer's cancellation in addition to any amounts described in the applicable Product and Service - specific Annexes. 7. WARRANTIES. EXCEPT AS, AND ONLY TO THE EXTENT EXPRESSLY PROVIDED IN THE AGREEMENT, PRODUCTS AND SERVICES ARE PROVIDED "AS IS." CENTURYLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, AND WARRANTIES RELATED TO EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. 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 DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E Z No. SPR -16848 Date: November 10, 2011 Page 16 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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 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 limitation 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. CenturyLink will proactively notify Customer of any charges prior to performing the associated work. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 17 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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. If Customer purchases Products or Services that connect to the Internet, Customer must conform to the CenturyLink acceptable use policy posted to: http:// www .centurylink.com/Paizes /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. Resale and Lease Prohibitions. Except to the extent expressly permitted by state or federal law and regulations, Customer will not resell Products and Services. Customer will not lease Products or Services under any circumstances. 11. CONFIDENTIALITY AND PRIVACY. 11.1 Nondisclosure Requirements. 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. 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 DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 18 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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. This section is subject to Chapter 119, Florida Statutes, also known as the Public Records Law. 11.2 Privacy. CenturyLink's privacy policy, as amended from time to time, is available at http:// www .centurylink.conVPages /AboutUs /Legal. The privacy policy includes information about CenturyLink's customer information practices and applies to the provisioning of Products and Services. 12. LIMITATIONS OF LIABILITY. 12.1 Direct Damages. Each party's maximum liability for damages caused by its failure(s) to perform its obligations under the Agreement is limited to: (A) proven direct damages for claims arising out of personal injury or death, or damage to real or personal property, caused by the party's negligent or willful misconduct; and (B) proven direct damages for all other claims arising out of the Agreement, not to exceed in the aggregate, in any twelve (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. 12.2 Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT. CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. 12.3 Unauthorized Access and Hacking. Except for physical damage to Customer's transmission facilities or Customer premise equipment directly caused by CenturyLink's negligence or willful misconduct, CenturyLink is not responsible for unauthorized access to, or alteration, theft, or destruction of, Customer's data, programs or other information through accident, wrongful means or any other cause while such information is stored on or transmitted across CenturyLink - provided network facilities or Customer premise equipment. 12.4 Liability for Content. CenturyLink is not responsible for the content of any information transmitted, accessed, or received by Customer through CenturyLink's provision of the Products and Services. 13. INDEMNIFICATION. 13.1 Mutual Indemnification for Personal Injury, Death or Damage to 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, including reasonable attorneys' fees, arising directly from performance of the Agreement and relating DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 19 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 to personal injury, death, or damage to tangible personal property that is alleged to have resulted, in whole or in part, from the negligence or willful misconduct of the indemnifying party or its subcontractors, directors, officers, employees or authorized agents. The foregoing indemnification shall not constitute a waiver of sovereign immunity for Customer beyond the limits set forth in Section 768.28, Florida Statutes. 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, including reasonable attorneys' fees, 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. CenturyLink's failure to pay any tax to the extent that CenturyLink relied on Customer's claimed legitimate exemption under applicable law; D. Customer's breach of software licensing requirements; and E. Customer's failure to comply with the usage requirements in the Customer Responsibilities Section of these Standard Terms and Conditions. The foregoing indemnification shall not constitute a waiver of sovereign immunity of Customer beyond the limits set forth in Section 768.28, Florida Statutes. 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 DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 No. SPR -16848 Date: November 10, 2011 Page 20 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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 thirty (30) days after receiving CenturyLink's written notice; (4) Customer provides false or deceptive information establishing, using or paying for Services or Customer engages in false, deceptive, fraudulent, or harassing activities when establishing, using or paying for 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 early termination liabilities. 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 thirty (30) days from receipt of notice, Customer may terminate the affected Products or Services without early termination liability thirty (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 sixty (60) days' written notice to CenturyLink. In the case of such termination for convenience, Customer will be liable for early termination fees set forth in the Agreement. 14.3 Early Termination Liability. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 No. SPR -16848 Date: November 10, 2011 Page 21 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 A. Calculation of Early Termination Liability. If Customer does not qualify for Early Termination Liability Wavier as provided in Section 2.4.11 of the Agreement and terminates a Product or Service in whole or in part, before expiration of the applicable Order Term (unless due to CenturyLink's material failure), or CenturyLink terminates a Product or Service or applicable Order as permitted under the Agreement, Customer will pay the following early termination charges, which represent CenturyLink's reasonable liquidated damages and not a penalty: (1) General Liability. A lump sum equal to (a) 50% of the applicable monthly charges, multiplied by the number of months remaining in the applicable Order Term, plus (b) a pro rata amount of any waived installation charges, any credits issued (excluding any service level credits issued for any Service outages), and initialization fees waived based upon the number of months remaining in the applicable Order Term at the time of termination; and (2) Third Party Liability. Any liabilities imposed on CenturyLink by third parties, such as other local exchange carriers and all nonrecoverable costs incurred by CenturyLink as a result of ordering facilities required to operate the Product or Service, as a result of Customer's early termination. B. Waiver of Early Termination Liability. With CenturyLink's written approval, Customer will not be liable for the early termination liability described in this Section for a Service if Customer purchases another Service at the same time with the same or greater monthly recurring charge for an Order Term at least equal to the greater of: the remaining months in the original Order Term or one year. 14.4 Disconnect Notice. CenturyLink will have up to thirty (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'' 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. A. "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 fifty percent (50 %) of the total voting securities or other such similar voting rights. B. "Effective Date" is the date the last party signs the Agreement. C. "Order" means a written, electronic 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 DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E Z No. SPR -16848 Date: November 10, 2011 Page 22 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 applicable. Verbal Orders are deemed confirmed upon Customer's written acknowledgement, or Customer's use, of Products or Services. D. "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. E. "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. F. "Schedules" 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. G. "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, and non - regulated professional services provided to Customer by or through CenturyLink under the Agreement, excluding Products. H. "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. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES IS GOVERNED BY THE LAWS OF THE STATE OF FLORIDA. B. Forum Selection. Any court proceeding brought by either party must be brought, as appropriate, in a district court in Collier County, Florida, or in the United States District Court for the Middle District of Florida. Each party agrees to personal jurisdiction in either court. C. The parties agree to make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CenturyLink with full decision - making authority and by Customer's staff person who would make the presentation of any settlement reached during negotiations to Customer for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CenturyLink with full decision- DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 23 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 making authority and by Customer's staff person who would make the presentation of any settlement reached at mediation to Customer's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Section 44.102, Fla. Stat. 17.5 Compliance with Laws. Each party agrees that it will comply with all applicable laws in performing its obligations under the Agreement. 17.6 Assignment. Customer may not assign any rights or obligations under the Agreement or an Order without CenturyLink's prior written consent, except that Customer may assign the Agreement, after thirty (30) days prior written notice, to an Affiliate or an entity that has purchased all or substantially all of Customer's assets. Following written notice to Customer, CenturyLink may assign the Agreement or an Order, in whole or in part, without Customer's prior written consent. 17.7 Amendments and Alterations. The Agreement may only be amended in a writing signed by both parties' authorized representatives. Alterations to the Agreement are not valid unless accepted in writing by authorized representatives of both parties. 17.8 Notice. Notices required under the Agreement must be submitted in writing to the party's address for notice listed in the Agreement or Order and, in the case of a dispute, notices must also be sent to: CenturyLink Attn: Senior Assistant General Counsel, Commercial Law 5454 W. 110th Street Overland Park KS 66211 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 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. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 24 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 EXHIBIT 2 CENTURYLINK LOCAL GOVERNMENT CUSTOMER ANNEX This CenturyLink Local Government Customer Annex ( "Annex "), together with the applicable cover agreement, modifies the Standard Terms and Conditions. This Annex takes precedence over all other conflicting terms and conditions of the Agreement. When attached to the applicable cover agreement, this Annex supersedes the version posted at http : / /about.centurylink.com/legal /rates conditions html. 1. Eligibility and Applicability. This Annex is available to all local governmental entities and agencies in connection with the purchase of Products and Services sold under the Standard Terms and Conditions. CenturyLink defines "local governmental entities and agencies" as local entities and agencies, specifically excluding all state and federal entities and agencies, that receive their 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. 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 thirty (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, including the exhaustion of all available administrative appeals if funding is initially denied. B. If Customer terminates the Agreement under this provision, Customer will not obtain the Services described in the Agreement from any other provider for a period of 180 days after the Termination Date. This obligation will survive termination of the Agreement for nonappropriation. 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. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 25 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 26 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 EXHIBIT 3 EMBARQ DEDICATED INTERNET ACCESS AND EMBARQ C.I. DEDICATED INTERNET ACCESS SERVICE ANNEX The following terms and conditions, together with the Standard Terms and Conditions for Communications Services ( "Standard Terms and Conditions ") and the applicable cover agreement, (collectively, the "Agreement") will govern Customer's use of Dedicated Internet Access ( "Services ") and provision of the Services by the applicable CenturyLink local operating company in its local service territories and, as applicable, by Embarq Communications, Inc. at Customer locations outside CenturyLink local service territories. CenturyLink local operating companies and Embarq Communications, Inc. are collectively referred to here as "CenturyLink." The local operating company providing the Service is identified in the Agreement. 1. Order Term. The initial Order Term for the Services will be stated in the Order and will begin when Services are installed and available to Customer. 2. Services Description. 2.1. CenturyLink sells bandwidth, not speed. Customer can connect a Local Area Network (LAN) with multiple workstations to a circuit and use the available bandwidth to connect to the Internet. Customer will be able to use the bandwidth over time with multiple workstations. The usage of the bandwidth can be monitored through a Value Added Service referred to as Proactive Monitoring and Utilization reporting. Please contact your CenturyLink Account Representative for details on this service. 2.2. Dedicated Internet Access provides Customer with access to the Internet through a connection into a router or switch. The primary service components for the Services are a Port and Customer Access. CenturyLink will charge Customer a Monthly Recurring Charge ( "MRC ") and a Non - Recurring Charge ( "NRC ") for the Service. 2.3. Port. A. A Port is the physical entrance to the network. B. Port Upgrades. Customer may upgrade an existing Port before a Term expires without incurring early termination liabilities for that Port, if the upgraded Port: (A) is installed at the same location as the replaced Port; (B) is installed within 10 days after the replaced Port is disconnected; (C) has a Term equal to or greater than the remaining Term of the replaced Port, subject to a one year minimum; and (D) has greater Port bandwidth than the replaced Port. C. Additional Port Terms and Conditions. Ports are subject to availability of capacity depending on customer bandwidth requirements and install date will vary based on capacity. 2.4. Customer Access. A. Customer must select Frame Relay, Ethernet, ATM or private line connection from Customer's premises directly to a Regional Point of Presence before the Services can be installed. B. Dedicated Internet Access via Frame Relay. Frame Relay is a fast packet network that permits the transmission of data at speeds of 56/64 Kbps up to 44.210 Mbps using Permanent Virtual Circuits ( "PVCs "). Customer may allocate circuit bandwidth to DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 27 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 applications as needed, rather than assigned, fixed channels. PVCs are end -to -end, bi- directional, and logical channels that connect ports on a frame relay switch or between frame relay switches. Separate PVCs must be established to each location to which Customer desires to transmit data. PVC channels are virtual channels that are established in software tables and do not tie up facilities when not in use. Customer must purchase Frame Relay service from the Customer's premises directly to a CenturyLink regional point of presence before the Services can be installed. Customer terminal equipment is required. This equipment, described in more detail below, must be purchased separately from Frame Relay service and must conform to accepted service standards prescribed by CenturyLink. C. Dedicated Internet Access via Ethernet. Ethernet service is a standards -based high- speed packet transport service using a shared fiber network to allow for the interconnection of Local Area Networks (LANs) across selected metropolitan areas. Ethernet service delivers access from Customer's LAN to the shared Services network. Ethernet service protects data privacy by using specialized screening software, which permits subscribers to access only their data. Ethernet service is offered for local and intraLATA use where CenturyLink facilities exist. D. Dedicated Internet Access via ATM. Asynchronous Transfer Mode (ATM) Service is a high speed, connection - oriented service. ATM Service supports a broad range of applications including video, image, audio, high -speed data and multimedia. ATM Service is also designed to provide connectivity among different customer locations. ATM Service provides for sequence preserving, connection- oriented transfer of ATM cells between source and destination sites. Access from customer locations will be provided at an OC3 level with a maximum line rate (Access Port speed less ATM overhead) of 144 Mpbs. ATM Service provides simultaneous support for both "bursty" traffic and constant bit rate applications. The specific ATM applications are established by Customer's premise equipment. ATM Service will be based on a Virtual Path (VP). No dynamic connection establishment or tear down is associated with a VP ATM. With VP ATM Service connections are permanent and are established through a provisioning process. A VP is assigned as an end -to -end circuit. VPs are established at the time Customer subscribes to ATM Service. Thus, the communications path between end points is pre- established, and no connection set -up procedures are required. ATM Virtual Paths are classified as Virtual Path connection (VPCs) or Virtual Channel Connections (VCCs). E. Dedicated Internet Access via private line. CenturyLink TransLink (T1) is a high - quality digital, private line service providing connectivity for businesses with bandwidth requirements of up to 1.544M. CenturyLink LightLink (Digital Signal Level 3 or DS3) is a private -line, point -to -point or multi -point service typically provided over fiber optic transmission facilities. It provides the functionality of multiple lines over one facility with an aggregate speed of up to 45M. 3. Customer Premise Equipment ( "CPE "). CPE is required for the Services. Customer may elect to purchase CPE from CenturyLink or provide its own CPE. CPE includes, but is not limited to the following: 3.1. Channel Service Unit/ Digital Service Unit ( "CSU/DSU "). Access services may require a single CSU/DSU, multiple CSU/DSUs, or an internal router card with CSU/DSU functionality, depending on the access bandwidth and desired configuration. Customer - provided CSU/DSUs must be CenturyLink - certified to be used with the Services. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 28 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 3.2. Routers or Switches. Unless Customer has separately contracted with CenturyLink to provide additional support services or is purchasing as part of a bundle described in Section 4 below, Customer is fully responsible for the router or switch, including configuration, maintenance, and management. If Customer elects not to obtain a router or switch from CenturyLink, Customer must furnish the necessary ancillary equipment (cables, software, etc.) to ensure interoperability with the Services. 4. EMBARQ Dedicated Internet Access Bundles. 4.1. Charges. If Customer is purchasing a bundle, the MRC includes the MRC for the components of the bundle. 4.2. Eligibility. A. The following customers are eligible to purchase a bundle: (1) Customers purchasing EMBARQ Dedicated Internet Access from a CenturyLink local operating company within its local service territory with the following Access: Frame Relay 1.5 or 3.0. (2) Customers purchasing EMBARQ Dedicated Internet Access from a CenturyLink local operating company in Florida, Nevada or North Carolina, within its local service territory, with the following Access: Ethernet 5 or 10 Mb. (3) Customers purchasing EMBARQ Dedicated Internet Access from a CenturyLink local operating company in Florida, Nevada, North Carolina or Tennessee, within its local service territory, with the following Access: Ethernet 3 or 20 Mb. (4) Customers purchasing EMBARQ C.I. Dedicated Internet Access from Embarq Communications, Inc. within the Orlando, FL, metropolitan area with the following Access: Frame Relay 1.5 or 3.0 or Ethernet 5 or 10 Mb. 4.3. Bundle Components. A. A bundle includes EMBARQ Dedicated Internet Access with the Access described above and a CPE Package. B. Cisco CPE Packages for EMBARQ 1.5 and EMBARQ 3.0 Frame Relay Dedicated Internet Bundles. A CPE Package is not required but if Customer selects the bundle with CPE, Customer will receive the following router package: (1) EMBARQ 3.0 Mb Router Package includes Cisco 2811 Series Router and installation, two (2) T1/Fractional T1 V2 CSU/DSU WAN Interface Cards, and CenturyLink Centurion Maintenance service (Extended Plan) for the Term of the Agreement. Customer's purchase of a Cisco Router Package with Centurion maintenance service is subject to the Equipment Sales Product Annex and CenturyLink Centurion Maintenance Service Annex, each posted at http : / /about.centurylink.com/legal /rates conditions html on the Effective Date and incorporated into the Agreement by this reference. C. Adtran Router Package. The Adtran Router Package includes Adtran Netvanta 3430 router and installation, T1/Fractional T1 Network Interface Module, AC Power Cord, and CenturyLink Centurion Maintenance Service (Extended Plan) for the Term of the Agreement. Customer's purchase of the Adtran Router Package with Centurion DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 No. SPR -16848 Date: November 10, 2011 Page 29 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 maintenance service is subject to the Equipment Sales Product Annex and CenturyLink Centurion Maintenance Service Annex, each posted at http : / /about.centurylink.com/legal /rates conditions.html on the Effective Date and incorporated into the Agreement by this reference. D. EMBARQ Ethernet 3, 5, 10 or 20 MB Bundles. The EMBARQ Ethernet 3, 5, 10 or 20 MB Bundles includes a CPE Package. Customer may choose from one of the following switch packages: (1) Cisco Switch Package. The Cisco Switch Package includes Cisco 3560 -8 switch and installation, and CenturyLink Centurion Maintenance service (Extended Plan) for the Term of the Agreement. Customer's purchase of the Cisco Switch Package with Centurion maintenance service is subject to the Equipment Sales Product Annex and CenturyLink Centurion Maintenance Service Annex, each posted at http : / /about.centurylink.com/legal /rates conditions.html on the Effective Date. (2) Adtran Switch Package. The Adtran Switch Package includes Adtran 3448 switch and installation, and CenturyLink Centurion Maintenance Service (Extended Plan) for the Term of the Agreement. Customer's purchase of the Adtran Switch Package with Centurion maintenance service is subject to the Equipment Sales Product Annex and CenturyLink Centurion Maintenance Service Annex, each posted at http : / /about.centurylink.com/legal /rates conditions.html on the Effective Date. 4.4. Early Termination Liability for Bundles. A. If Customer terminates any component of a bundle before expiration of the Agreement, CenturyLink will charge Customer an early termination liability for the Service as described in the Standard Terms and Conditions for Communications Services, posted at http : / /about.centurylink.com/legal /rates conditions.html , as applicable. A value of $0.00 in an NRC column of the Agreement indicates that the NRC was "waived." If $0.00 is followed by the list rate in a parenthetical, the charge is considered to be a waived Service installation charge for purposes of calculating early termination liability. B. If Customer terminates the CPE Package before expiration of the Agreement, CenturyLink will charge Customer a prorated amount of the list price of the router or switch plus any waived installation fee. 5. Available Product Features. 5.1. IP Address Assignment and Registration. CenturyLink assigns IP addresses through the American Registry for Internet Numbers ( "ARIN "). IP addresses are not portable unless provided to Customer directly by ARIN. CenturyLink will assign Customer the number of addresses Customer projects it will require for its end -users within three months after installation of the Service. Additional assignments will be made upon request. Unless otherwise specified, the standard will be a /30 block of IP addresses for the WAN and a /29 block of addresses for the LAN. 5.2. IP Address Ownership and Portability. CenturyLink retains control of all IP addresses issued to Customer's end - users. Upon cancellation of the Services or termination of the Agreement, all IP addresses assigned by CenturyLink will be disabled. 5.3. Domain Name Services ( "DNS "). DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 "a) 16E 2 No. SPR -16848 Date: November 10, 2011 Page 30 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 A. All customers are required to have at least one unique domain name registered with an ICANN- approved registrar. Customer is responsible for paying all domain name fees assessed by registrars. B. DNS translates domain names (such as www.CenturyLink.com) to numeric IP addresses and IP Addresses to domain names. Prior to establishing Internet service, Customer must decide how DNS will be provided and assure that DNS has been implemented for the registered domain. C. Upon Customer's request, CenturyLink will provide Customer free primary and secondary DNS for up to five domain names. Additional domains may be available at the then current additional charge, under Section 8 below. 6. Invoicing. MRCS are billed in advance for all Services provided during the following billing period. The first and last invoices will include prorated MRCS based on the first and last day of service. 7. Network Monitoring. As part of the Services, CenturyLink provides Customer a trouble resolution team available to respond to Customer's issues twenty -four (24) hours a day, three hundred sixty -five (365) days a year. Customer may elect to purchase additional Proactive Monitoring and Utilization Report service as described in Section 9 below. 8. Value Added Services. Customer's use of optional Dedicated Internet Access Valued Added Services (the "Value Added Services ") specified in the applicable order ( "Order ") is described in this section. Services are provided at an additional charge. 8.1. Availability of Value Added Services. CenturyLink offers Value Added Services only at those Customer locations or sites where Customer has purchased EMBARQ Dedicated Internet Access or EMBARQ C.I. Dedicated Internet Access service. 8.2. Order Term. The initial Order Term for Value Added Services is stated in the Order and begins on the first day of the billing month after the Value Added Services are installed and available to Customer. Either party may terminate the Order without termination liability by providing the other party thirty (30) days' prior written notice. Customer's termination of Dedicated Internet Access service will result in immediate and simultaneous termination of Value Added Services. 8.3. Value Added Services. A. Domain Name Services (DNS). CenturyLink offers additional Primary and Secondary DNS as Value Added Services. B. Internet Electronic Mail. (1) Mailboxes. Customer may purchase e-mail accounts in CenturyLink- designated increments of mailboxes. (2) SMTP E -Mail Forwarding. Customer may forward e-mail from a CenturyLink - provided mailbox to another mailbox of its choosing. (3) E -Mail Auto Response. This service allows Customers to automatically provide a generic response to incoming messages on specified e-mail addresses. C. Web Hosting Service. (1) Web hosting enables Customer to utilize a secured partition of a server to host applications or content that will be accessible to Internet end - users. CenturyLink will provide full service management of the network, the servers and the DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 31 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 application environment for the Web Hosting Service. Customer will provide and manage its content. (2) Basic Features of the Web Hosting Service Feature Small Package Medium Package Large Package Disk Storage Space 20MB 50MB 100MB Data Transfer per 1GB 2GB 5GB Month CGI Script Support Customer has own Package with basic Package with basic scripts directory business business applications and applications and database database capabilities capabilities Backup Weekly Weekly Daily Remote File FTP FTP FTP Access (3) Web Hosting Feature Descriptions. (a) Disk Storage Space. Disk storage space refers to the amount of server disk storage specifically allocated to Customer's account. This space is used to store HTML files, graphics, audio clips, POP mail messages and other files that make up Customer's website, as well as the contents of their FTP and script directories. Each of CenturyLink's Web Hosting Packages includes a specified allotment of disk storage space. CenturyLink will charge Customer a non recurring charge and monthly recurring charge depending on the package selected by Customer. (b) Data Transfer per Month. This is the amount of outbound traffic from a web site, with the exception of e-mail. The table above includes the specific allotment of free data transfer for each package. CenturyLink will assess overage charges (per MB) to Customer on a monthly basis. (c) Common Gateway Interface (CGI) Script Support. CGI is a specification or set of rules that describes how a web server communicates with an application. CGI scripts may be used to accomplish interactive tasks that are not supported by basic HTML. Customers will have access to a personal local directory in which they can place their own custom CGI scripts. (d) Remote File Access. Customers have access to their account via FTP to set up and maintain their website. Customers can work on HTML documents, graphics and scripts locally and then upload files to the website when ready. (4) Proactive Monitoring and Utilization Reports. CenturyLink offers 240 proactive monitoring of CenturyLink- provided Dedicated IP circuits to ensure DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 No. SPR -16848 Date: November 10, 2011 Page 32 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 service availability, along with utilization reports to assess overall network performance. CenturyLink offers a web -based interface for Customer to access its reports. 8.4. Supplemental Limitation of Liability. In addition to other limitations of liability in the Agreement, CenturyLink will not be liable for: A. amounts due to Customer from third parties to whom Customer sells its own products or services using the Value Added Services; or B. credit card verifications or authorizations made through the Value Added Services (unless made by CenturyLink). DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 33 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 EXHIBIT 4 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. 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 (PIR). 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 DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 34 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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 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. E. 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 240 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: DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 No. SPR -16848 Date: November 10, 2011 Page 35 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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. 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 "). (CenturyLink Comment: non - negotiable clause) 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 if Customer meets qualification of Early Termination Liability Waiver as described in Section 2.4.B of the Agreement or 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. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 36 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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). 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. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 37 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 E. Customer must provide one 20 x 44 x 3/4 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 3 /a" 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 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 DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 38 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 appropriate speed and full duplex setting. (auto- negotiate is not available). Customer will provide CAT5 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 may 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. CenturyLink will notify Customer of applicable Move Charges prior to performing work. C. Service Order Charge. A Service Order Charge may apply per each Customer request for Services. CenturyLink will notify Customer of applicable Service Order Charges prior to performing work. 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. CenturyLink will notify Customer of applicable Special Construction Charges prior to performing work. 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 DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 39 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 may adjust its Metro Areas at any time, even within an Order Term, without prior notice to Customer. As a result, the SLAB described in this section may not be available at all times for any or all of Customer's Service locations. CenturyLink will notify Customer at least 30 days prior to any Metro Area change that will impact Customer's Services under this Agreement. 5.2 Commitment. Within Metro Areas, the following SLAB 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 Delivery 3 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. 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 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 twenty -four (24) hours per day, three hundred sixty -five (365) days per year. CenturyLink monitors the core network DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 No. SPR -16848 Date: November 10, 2011 Page 40 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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 thirty (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. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 41 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 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 (MRC) the Real Time COS the Monthly Recurring the Monthly Recurring for the affected COS at the impacted Monthly Recurring Charge Charge (MRC) for the Charge (MRC) for the 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 SLAB. 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. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 42 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 EXHIBIT 5 CENTURYLINKTM SMART IP INTEGRATED TRUNKING SERVICES ANNEX The following terms and conditions, together with the applicable cover agreement and the Standard Terms and Conditions for Communications Services (collectively, the "Agreement "), will govern Customer's use of CenturyLink Smart IP Integrated Trunking Services ( "Services ") and provision of the Services by the CenturyLink - affiliated entit(ies) listed in the Agreement. 1. Services Description. 1.1 Included Services. The Services include local service and interstate, intrastate, and international business outbound and inbound Toll Free long distance voice services and require Customer to accept Services for a two -year Order Term with an additional two (2) year renewal upon agreement of the parties. Upon expiration of the applicable Order Term, the Services continue on a month -to -month basis. Services include prioritized call paths that support any type of voice call. Each call path handles a single call that may occur simultaneously with other calls through additional call paths. The number of call paths that Customer requests cannot exceed the available bandwidth in the applicable data access circuit. 1.2 Eligibility. To be eligible for Services and at all times during the Order Term, Customer must: purchase or have qualifying premise equipment and subscribe to a CenturyLink- designated, qualifying business data access service. Customer will no longer be eligible for the Services if it fails to meet any of these requirements at any time during the Order Term or if CenturyLink determines the Services are not used solely for business voice services or person -to- person conversation/voice message. If these requirements are not met, CenturyLink may terminate or suspend the Services. 1.3 Availability. Services are offered and provided subject to availability on a continuing basis of the necessary facilities and/or equipment for operation of the Services. CenturyLink reserves the right to provide Services only to and from locations where the necessary facilities and/or equipment are available, and the furnishing of Services is limited to the capacity of CenturyLink's facilities or facilities that CenturyLink must obtain from other carriers to furnish the Services or any part of the Services. 1.4 Use of Services. Customer will notify CenturyLink when new lines are added to their account for use of the Services. New lines will not receive the rates listed in the Agreement until Customer has notified CenturyLink to add those lines to CenturyLink's account. Use of any feature to allow Customer to avoid charges for the Services is prohibited. 1.5 Optional Services. Customers with CenturyLink TDM local service may choose to add Diverse Routing Services in addition to the Services. Diverse Routing Services are governed by CenturyLink Schedules, posted to http : / /about.centurylink.com/legal /rates conditions.html Diverse Routing Services provide a back -up long distance service for the origination and termination of Customer's long distance calls over Customer's public- switched telephone network if the Services are unavailable. Each line subscribed to Diverse Routing Services must be subscribed to CenturyLink regulated PBX trunking services or primary rate interface (PRI) service. If Diverse Routing Services are engaged, preferred interstate and intrastate, switched - access long distance charges will apply, in addition to all federal, state, and local taxes, fees, and surcharges that also will apply. International per minute rates and surcharges also apply when Diverse Routing Services is engaged. A 30- second, per -call minimum applies, then calls are billed in 6- second increments. If selected, Diverse Routing Service will remain in effect for the Order Term and any month -to -month DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 43 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 Service period after the end of the Order Term. Customer may purchase Diverse Routing Services for multiple business locations. 1.6 Minimum Annual Commitment. Customer must commit to the annual commitment level described in Section 2.4,B, of the Agreement 2. Long Distance Services. 2.1 Outbound and Inbound Toll Free Interstate and Intrastate Long Distance. A. Interstate and intrastate long distance business voice services are flat, per - minute rated voice services from a certain point in the contiguous United States to another domestic location. For billing the Services, a 30- second, per -call minimum applies, then calls are billed in 6- second increments. B. Interstate and intrastate long distance services are available to Customer within the Continental U.S. Long Distance termination to Hawaii, Alaska, American Samoa, CNMI, Guam, Puerto Rico and the U.S. Virgin Islands are considered international calls. 2.2 International Long Distance. A. International long distance business voice services are flat, per- minute rated voice services from a certain point in the contiguous United States to an international location. For billing the Services, a 30- second, per -call minimum applies, then calls are billed in 6- second increments. Partial minutes will be rounded up to the next full minute. Customer also may purchase international long distance switched voice services via TDM. International long distance switched voice services via TDM is provided by CenturyLink separately from the Services under the CenturyLink Schedules, posted to http: / /about.century I ink. com/legal/rates conditions. html. B. International long distance voice services are available to Customer in the United States mainland. International calls may terminate only to the countries selected by Customer off the CenturyLink- provided international country list. Per -use international calling is excluded from the Services, will be charged at a higher per - minute rate, and will be subject to additional charges. A per - minute surcharge applies to calls originating in the domestic United States and terminating to a non -U.S. mobile phone number. 2.3 Excluded Services. Directory service, operator service, pay - per -use calls (including calls to 900, 976, 555, and 700 numbers), usage from multi -party conference calls, and inbound toll -free calls (collectively, the "Excluded Services ") are excluded from the Services. Customer also may purchase Diverse Routing Services as a back -up service. Excluded Services and Diverse Routing Services are provided by Embarq Communications, Inc., separately from the Services, under the CenturyLink Schedules, posted to http: // about. centurylink. com /legal /rates_conditions.htmi. 3. Early Termination Liability. If Customer terminates the Services before expiration of the Order Term, CenturyLink will charge Customer early termination liability as described the Standard Terms and Conditions for Communications Services on Exhibit 1. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 44 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 EXHIBIT 6 CENTURYLINKTM MPLS VPN AND EMBARQ C.I. MPLS VPN SERVICES ANNEX The following terms and conditions, together with the applicable cover agreement and the Standard Terms and Conditions for Communication Services (collectively, the "Agreement ") will govern the local operating company's and Embarq Communications, Inc.'s provisioning and Customer's use of CenturyLink MPLS VPN and Embarq C.I. MPLS VPN services (collectively, the "Services "). The local operating company providing CenturyLink MPLS VPN services is identified in the Agreement. 1. SERVICE DESCRIPTION. The Services are network -based services that provide customers with a cost effective, secure IP virtual private network ( "VPN ") enabling any -to -any Intranet connectivity and a private means by which to connect their enterprise sites. CenturyLink MPLS VPN service is provided by a local CenturyLink operating company within its service territory. Embarq C.I. MPLS VPN is provided by Embarq Communications, Inc. to customer locations outside of Centuryl-ink's local operating territories. 2. ORDER TERM. The Order Term for the Services will be stated on the Order or in the Agreement and will begin on the first day of the billing month following the date Services are installed and available to Customer. 3. CENTURYLINK MPLS VPN SERVICE. 3.1 Primary Service Components. CenturyLink charges Customer a Non - Recurring Charge ( "NRC ") and a Monthly Recurring Charge ( "MRC ") for CenturyLink MPLS VPN Service. The primary service components included in the Service are as follows: A. Access. Access is the method by which Customer's site is physically connected to the CenturyLink Port. Customer must select one of the following access methods: (1) Dedicated Access, or (2) Ethernet Access. B. Port. The Port is the physical entrance to the CenturyLink network. The NRC and MRC include the sub - elements or configurable attributes to the Port specified in the Network Design Document and CenturyLink MPLS VPN Order (e.g. Port speed, link protocol, routing protocol, VRF policy, and Class of Service.) 3.2 Router. A qualifying router is required for the Services. Customer may elect to purchase the router from CenturyLink or provide its own router. Unless Customer has separately contracted with CenturyLink to provide additional support services, Customer is fully responsible for the router, including configuration, maintenance, and management. In addition, if Customer elects not to obtain a router from CenturyLink, Customer must furnish the necessary ancillary equipment (cables, routing software, etc.) to ensure interoperability with the Services. 3.3 CenturyLink MPLS VPN Service and CPE Bundle. A. Customers purchasing CenturyLink MPLS VPN Services with Dedicated Access in the following speeds are eligible for the CPE Bundle: 1.5M (T1) and all NxTI speeds. B. The MRC for the CPE Bundle includes the Access and Port described in Section 3.1 above, plus the following Router Package: (1) Adtran Router Package. The Adtran Router Package includes Adtran Netvanta 3400 or 4300 Series router, T1/Fractional T1 Network Interface Module, AC Power Cord, and Centurion Maintenance service (Standard Plan) for the Order DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 45 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 Term. Customer's purchase of the Adtran Router Package with Centurion maintenance service is subject to the Equipment Sales Product Annex and Centurion Maintenance Service Annex posted at http: / /about.centurylink.conVlegal /rates_ conditions.html on the Effective Date. (2) Cisco Router Package. The Cisco Router Package includes Cisco 2800 or 3800 Series router, 2 -Port 2nd Gen Multiflex Trunk Voice/WAN Int. Card - T1/E1 Module, AC Power Cord, and Centurion Maintenance service (Standard Plan) for the Order Term. Customer's purchase of the Cisco Router Package with Centurion maintenance service is subject to the Equipment Sales Product Annex and Centurion Maintenance Service Annex posted at http : / /about.centurylink.com/legal /rates conditions.html on the Effective Date. C. Early Termination Liability for Bundles. (1) If Customer terminates the Port or Access before expiration of the Agreement, CenturyLink will charge Customer an early termination liability as described in the Standard Terms and Conditions for Communications Services on Exhibit L. A value of $0.00 in an NRC column of the Agreement indicates that the NRC was "waived ". If $0.00 is followed by the list rate in a parenthetical, the charge is considered to be a waived installation charge for purposes of calculating early termination liability. (2) If Customer terminates the Router Package before expiration of the Agreement, CenturyLink will charge Customer a prorated amount of the list price of the router plus $200.00 waived installation fee. (3) If Customer meets qualifications of Early Termination Liability Waiver as provided in Section 2.4.B of this Agreement, Early Termination Liability will not apply. 4. EMBARQ C.I. MPLS VPN SERVICE. 4.1 Primary Service Component. A. CenturyLink charges Customer an NRC and a MRC for each Port into the CenturyLink network which is the physical entrance to the network. The NRC and MRC include the sub - elements or configurable attributes to the Port specified in the Network Design Document and Port Order (e.g. Port speed, link protocol, routing protocol, VRF policy, and Class of Service.) 4.2 Additional Required Components. The Services also require Customer to have the following: A. Access. Dedicated local access is required for the Services. Customer may purchase CenturyLink - provided local access facilities, which will be provided under separate agreement with CenturyLink, or Customer may provide its own local access facilities. B. Router. A qualifying router is required for the Services. Customer may elect to purchase the router from CenturyLink or provide its own router. Unless Customer has separately contracted with CenturyLink to provide additional support services, Customer is fully responsible for the router, including configuration, maintenance, and management. In addition, if Customer elects not to obtain a router from CenturyLink, Customer must furnish the necessary ancillary equipment (cables, routing software, etc.) to ensure interoperability with the Services. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 No. SPR -16848 Date: November 10, 2011 Page 46 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 5. ADDITIONAL TERMS AND CONDITIONS FOR PORTS AND ACCESS. 5.1 Port Upgrades. Customer may upgrade an existing Port before an Order Term expires without incurring early termination liabilities for that Port, if the upgraded Port: (1) is installed at the same location as the replaced Port; (2) is installed within ten (10) days after the replaced Port is disconnected; (3) has an Order Term equal to or greater than the remaining Order Term of the replaced Port, subject to a one year minimum; and (4) has greater Port bandwidth than the replaced Port. 5.2 Availability. Access and Ports are subject to availability of CenturyLink's capacity for Customer's bandwidth requirements. Install dates will vary based on capacity. 6. NETWORK MONITORING. As part of the Services, CenturyLink provides Customer a trouble resolution team available to respond to Customer's issues twenty -four (24) hours a day, three hundred sixty -five (365) days a year. Customer may elect to purchase proactive Monitoring and Utilization Report services for an additional MRC. 7. CENTURYLINK MPLS VPN VALUE ADDED SERVICES. CenturyLink provides Value Added Services that Customer may opt to purchase as part of the Services. CenturyLink will charge Customer a MRC for the Value Added Service. 7.1 Order Term. The Order Term for Value Added Services is stated in the Order and begins when the Value Added Services are installed and available to Customer. Either party may terminate the Order without termination liability by providing the other party thirty (30) days' prior written notice. The Order Term is coterminous with the Services. Customer's termination of Services will result in immediate and simultaneous termination of Value Added Services. 7.2 Value Added Services. A. Secure Internet Access (SIA). SIA will provide each site in Customer's MPLS VPN network Internet access secured by a stateful inspection firewall located within CenturyLink's network. B. Remote Access Service (RAS). RAS allows Customer's end users to travel or work remotely and securely connect back to the corporate network via IP Sec or SSL Tunnel. C. 1P Sec Half Tunnel. Internet Protocol Security (IP Sec) Half Tunnel allows a customer with sites beyond the CenturyLink MPLS footprint to connect to the MPLS VPN network usually for multiple users at a site vs. a single user for Remote Access Service (Note: `Half tunnel' indicates that CenturyLink configures one half of the tunnel and the customer configures their half of the tunnel.). DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 47 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 EXHIBIT 7 CENTURYLINK TIME & MATERIALS SERVICES ANNEX This CenturyLink Time & Materials Services Annex together with the applicable cover agreement and Standard Terms and Conditions for Communications Services (collectively, the "Agreement "), will govern CenturyLink's provision and Customer's use of CenturyLink labor or materials not described in the Equipment Sales Product Annex or Centurion Maintenance Service Annex. 1. DESCRIPTION OF WORK. For all equipment and software kept at current, manufacturer - recommended upgrade levels by Customer, CenturyLink will provide reasonable efforts to resolve equipment and software failure issues by utilizing vendor and internal resources, including providing materials, parts, and labor as needed and available for resolution. 2. PRICE. 2.1 Labor. CenturyLink will invoice Customer for all costs incurred to resolve Customer's issues at its current Time & Materials rates. The following rate elements may apply to Time & Material Rates: A. Labor Rates. Time will be billed at CenturyLink's then - current labor rates; B. Overtime Rate. Calls performed outside of business hours will be billed at CenturyLink's then - current overtime labor rates; C. Service Charge. A service charge to cover CenturyLink's travel time may be applied to each service call. The charge will be at CenturyLink's then - current service charge rates; D. Expedite Fees. An expedite fee will be applied whenever Customer requests that CenturyLink expedite services. The charge will be at the then - current Expedite Fee Rates; E. Minimum Billing. Services are billed in fifteen (15) minute increments, with a minimum of one (1) hour billed for work performed during Business Hours. Work performed outside of Business Hours is billed at overtime rates with a minimum of two hours. 2.2 Materials. CenturyLink will invoice Customer for all materials used to resolve Customer's issues. 3. LIMITATIONS. CenturyLink offers no service level agreements associated with its resolution efforts. If resolution of an issue is not possible or not available under applicable circumstances, Customer acknowledges that a system upgrade or complete replacement (if available) may be required to retain functionality. If Customer selects CenturyLink to perform the system upgrade or replacement, the parties will sign a separate agreement to cover the required services, equipment, and software. 4. LIMITED WARRANTY. Unless otherwise noted in writing and explicitly accepted by CenturyLink for a particular Customer Purchase Order, all labor by CenturyLink under this Annex is warranted against defects in design, material and workmanship under normal and proper use for a period of ninety (90) days from the date Customer accepts such labor. The warranty for all Products, including equipment and software, is limited to the manufacturer's warranty, if any. If CenturyLink breaches this warranty and Customer notifies CenturyLink in writing of the breach, CenturyLink's sole obligation and Customer's exclusive remedy will be for CenturyLink to correct the portion of the work that does not conform to the warranty. If CenturyLink is unable to correct Services, CenturyLink will refund the compensation received by CenturyLink for the non - conforming Services. Warranty service excludes replacement of lost or stolen parts, damage due to negligence, parts or items consumed under normal use, acts of God, or causes other than normal use, including modifications by Customer or maintenance performed by anyone not pre - approved in writing by CenturyLink. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 16E 2 No. SPR -16848 Date: November 10, 2011 Page 48 of 48 CenturyLink Custom Cover Agreement Customer Name: Collier County Board of County Commissioners Address: 3299 Tamiami Trail East Naples, FL 34112 5. EQUIPMENT INSTALLATION. 5.1 Preparation of Site. At its own expense, Customer will prepare its site(s) to comply with the Equipment manufacturer's or CenturyLink's installation specifications. Customer warrants that its sites are free of asbestos (whether encapsulated or exposed) and other hazardous materials as defined by federal or state law. If this warranty cannot be made prior to Customer's final, CenturyLink- approved purchase order, CenturyLink may, in addition to any other legal or equitable remedies: (A) decline to make any Equipment installations in areas known or suspected of containing hazardous materials; or (B) unilaterally make an adjustment to the purchase price to reflect any increased costs of performance because of known or suspected hazardous materials on the premises. 5.2 Permits. Customer will obtain necessary consents, approvals, licenses, and permits for installation of the Equipment on the Customer's premises. Customer will provide access to CenturyLink during all hours consistent with the requirements of installation. 5.3 Electrical Wiring. Customer acknowledges that foreign voltages and lightning effects on equipment can be significant during electrical storms. Accordingly, Customer is responsible, at its expense, for all ground wire connections to Customer's premises. Customer will also ensure availability of a separate electric source, circuits and power with suitable outlets. Customer is responsible for ensuring CenturyLink's access to concealed wiring and for the availability of proximately located AC power. Unless otherwise stated in the order, Customer will pay the cost of electricians or conduit if required. 5.4 Physical Access to Facilities. Customer will provide reasonable cooperation to enable CenturyLink or its agents to install CenturyLink - installed Equipment. Customer is responsible for damage to CenturyLink -owned Equipment located on Customer's premise during CenturyLink's installation of Equipment, excluding damage caused by CenturyLink. During the period of installation and throughout the warranty period, Customer will provide necessary openings and ducts for cable and conductors in floors and walls, and floor plans and/or prints showing the location of the openings and ducts. The floor plan and/or prints will also show the locations and types of Equipment to be installed. DM 339559v2 CENTURYLINK CONFIDENTIAL & PROPRIETARY INFORMATION v.04.11 !bt z A� o® CERTIFICATE OF LIABILITY INSURANCE ° 01271'20;,°°"'"'x' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. CA License #0437153 1301 5th Avenue, Suite 1900 CONTACT NAME: PHONE FAX Arc No Ext : AIC No : E-UL AD RESS: Seattle, WA 98101 -2682 Attn: Seattie.certrequest @marsh.com, Fax: 212.948.4326 J13913- CTL- GAW -11 -12 110815 INSURE S AFFORDING COVERAGE 9 INSURER A : National Union Fire Ins Co Pittsburgh PA 19445100 100 INSURED CenturyLink, Inc.; Embarq Corporation; Qwest Communications International Inc.; INSURER B : Insurance Company Of The State Of PA 19429100 INSURER C: INSURER D : and All Affiliated, Subsidiary & Associated Companies 1801 California Street, Suite 1150 Denver, CO 80202 INSURER E : MED EXP (Any one person) $ 10,000 CLAIMS -MADE � OCCUR INSURER F: ...,.. -A^M� / C0'r!C11%ATC 6111MRFD• CFA_nn)9R399A -n9 REVISION NUMBER:6 v , THIS IS TO CERTIFY THAT 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 CERTIFICATE 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. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF (MIM/D POLICY EXP MMID LIMITS A GENERAL LIABILITY of Marsh USA Inc. GL2449509 07/01/2011 09/01/2012 EACH OCCURRENCE $ 1,000,000 PREMISES SES EaEoccu occurrence) $ 1,000,000 MERCIAL GENERAL LIABILITY MED EXP (Any one person) $ 10,000 CLAIMS -MADE � OCCUR PERSONAL BADV INJURY $ 1,000,000 PCOM GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 $ X I POLICY 7 PRO LOC A AUTOMOBILE LIABILITY CA3506364 (AOS) 07/01/2011 09/01/2012 COMBINED SINGLE LIMIT Ea accident 2,000,000 BODILY INJURY (Per person) $ A X ANY AUTO CA3506365 (MA) 07101122011 09/01/2012 BODILY INJURY (Per accident) $ A A X ALL OWNED SCHEDULED AUTOS X NON -OWNED X HIRED AUTOS AUTOS CA3506366 (CT) CA3506367 (VA) 07101/2011 07/01/2011 09/0112012 09/01/2012 PROPERTY DAMAGE Pe r accident $ $ Auto Physical Damage - Self Insured UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS U AB CLAIMS -MADE DED I I RETENTION $ $ B WORKERS COMPENSATION WC015883725 (AOS) 07/01/2011 07/01/2012 X WC sTATU- OTH- I ER B B A AND EMPLOYERS* LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If DESCRIPTION OF OPERATIONS below NIA WC015883726 (CA) ( WC015883727 (FL) WC015883728 (MA OH WI WY) 07/01/2011 07/01/2011 07!0112011 07/01/2012 07/01/2012 07/01/2012 E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A XS Workers' Compensation/EL XWC1192417 (WA) 07101/2011 07/01/2012 Excess of $1,000,000 SIR $1,000,000 A XS Workers' Compensation /EL XWC1192419 (OH) 07/01/2011 07/01/2012 Excess of $1,000,000 SIR $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Re: Agreement Start Date: 11/812011, End Date: 11/812015. Collier County Board of County Commissioners and Collier County Government are Additional Insured as respects their interest in the operations of the Named Insured as required by written contract regarding General Liability. -- I - CAIUCFI I ATInlu Collier County Board of SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Lyn Wood, Purchasing ACCORDANCE WITH THE POLICY PROVISIONS. 3299 Tamiami Trail East Naples, FL 34112 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Cheryll L. Koch [rityu.+ffr yrj E�lCG�_ (9 19133 -LU1U AGUKU GUKI UKAI IUN. AU rlgnx5 reserves. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD r r +tF....M,.. .�. Memorandum Subject: 11 -5606 — Telecommunications Services 16E 2 ' Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252-2667 FAX: (239) 252-6593 Email: LynWoodacolliergov.net www. coil iergov. net/pu rchasing Date: December 13, 2011 r �-"� From: Lyn M. Wood, C.P.M, Procurement Strategist r r`�t • To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on December 13, 2011 agenda item 16.E.2 The County is in the process of executing this contract with US Metropolitan Telecom, LLC Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any questions, please contact me at the above referenced information. I s y: � L( Ri a Signature D to RECEIVED C: Mike Berrios, IT JEC 14 2011, RISK MANAGEMENT (Please route to County Attorney via attached Request for Legal Services) G/ Acquisitions/ TechFormsandLetters /MemotoRequestLegalServices Revised: 4/16/110 16E 2 MEMORANDUM Date: December 21, 2011 To: Lyn Wood, Contract Specialist Purchasing Department From: Martha Vergara, Deputy Clerk Minutes and Records Department Re: Contract #11 -5606 "Telecommunication Services" Contractor: US Metropolitan Telecom, Inc. Attached is one (1) Original, referenced above (Item #16E2) approved by the Board of County Commissioners on Tuesday, December 13, 2011. The original has been kept by the Minutes and Records Department to be kept as part of the Boards Official Records. If you should have any questions please contact me at 252 -7240. Thank you �+ Private Line 3.6E 2 US Metropolitan Telecom, LLC "Y' U Mftp [X] 24017 Production Circle US Met Voice PRI Services Bonita Springs, FL 34135 See Exhibit A SERVICE ORDER ASAP Date of Issuance: Account Manager: Ethernet -VPLS CUSTOMER INFORMATION: See Exhibit A ASAP Customer Name: Collier County Board of Billing Name: Collier County Board of County See Exhibit A County Commissioners Commissioners Customer Address: 3299 Tamiami Trail East Billing Address: 3299 Tamiami Trail East .. Suite 600 Suite 600 City: Naples City: Naples State: Florida State: Florida ZIP: 34112 ZIP: 34112 Federal Tax Identification /Social Security Number: Contact Mike Berrios Technical Rob Lincoln Billing Contact: Elsa Reza Name: Contact: Contact 239- 252 -8334 Technical Phone: 239 - 252 -8771 Billing Phone: 239 - 252 -8274 Phone: Contact Fax: 239 - 252 -6303 Technical Fax: 239 - 252 -6326 Billing Fax: 239 - 252 -6326 Contact E- mikeberrios @colliergov.net Technical E -mail: roblincoln @colliergov.net Billing E -mail: elsareza @colliergov.net mail: nnr1Vn Q_YTA X4Al2V• [ ] _ Private Line [X] Ethernet - VPLS [X] Internet Access [ ] Voice PRI Services 4 �p "IeW ! {iis l P 1.5 Mb s Ethernet Service 3i '. Ethernet -VPLS 3 tl l t t :t> S 2 .. See Exhibit A .t3 * t tl f �: iV E i s {i .d See Exhibit A Customer y Due_ Desired D Bate ASAP 4 10 Mb s Ethernet Service I Ethemet -VPLS See Exhibit A See Exhibit A ASAP 2 50 Mb s Ethernet Services Ethernet -VPLS See Exhibit A See Exhibit A ASAP 2 50 Mb Es Internet Access Service IntemetAccess See Exhibit A See Exhibit A ASAP .. Monthly Recurring Charge $7,140.00 Nonrecurring Charge: $0.00 Contract Term: 36 Months DOCUMENT SO- 2011CCGov US Metropolitan Telecom, LLC 2011 Page 1 of 6 Llff� SIGNATURES: Customer: Collier County Board of County Commissioners By: Name: Fred W. Coyle Title: Chairman r Date.------- ATT135' DWAn 4& BrQck, Clerl of Courts RLL•V i�proeed�'and legal sufficien „ 4ssistet County Attorney Print Name DOCUMENT SO- 2011CCGov US Metropolitan Telecom, LLC 2011 16E 2 US Metropolitan Telecom, LLC 24017 Production Circle Bonita Springs, FL 34135 US Metropolitan Telecom, LLC By: Name: Brad Dancer Title: Member Date: 7—//—// Page 2 of 6 tiff 1. GENERAL. These terms and conditions apply to the delivery of telecommunications and related services ( "Services ") by US Metropolitan Telecom LLC ( "US Metro "), to Customer under rates, terms and conditions of this Service Agreement and Addendums. The Terms and Conditions section of this agreement must be signed by both US Metro and the Customer. The specific Services are listed in the Service Order, Order Summary section, and signed by US Metro and the Customer as well. This Agreement shall be governed and construed in accordance with the laws of the State of Florida without reference to conflicts of law provisions. 2. USE OF SERVICE. Except as provided herein, Customer may use Services for any lawful purpose consistent with US Metro's then current acceptable use and privacy policies, provided such use does not interfere with any services being provided on or impair the privacy of communications on the US Metro network. 3. INSTALLATION, ACCEPTANCE, AND ACCESS. US Metro will make best effort to provide Service by Requested Due Date designated on the Service Order form, but will not be liable for any delays in Service delivery. Should the Customer cancel or change the Services requested prior to the Requested Due Date, the Customer shall pay US Metro all costs incurred by US Metro to install the Services or by preparing to install the Services that otherwise would not have been incurred. US Metro will install all services and provide a point of demarcation establishing a handoff point. It will be the customer's responsibility to extend all services from this established demarcation point to their equipment. If any extension of the demarcation, including cabling, equipment, or services are requested, they will need to be identified and described in the Service Order Comments section and agreed to by both parties. 4. BILLING AND PAYMENT. Customer agrees to pay all charges for Services in accordance with Section 218, Florida Statutes, also known as the "Local Government Prompt Payment Act ". The Customer is responsible for the payment of invoices to US Metro for all usage of Services by Customer. Invoices are payable in accordance with Section 218, Florida Statutes, also known as the "Local Government Prompt Payment Payment Act ". Any invoice not paid by the Due Date will bear late payment fees at the lower of 1.5% per month or the highest rate legally permissible, until paid. US Metro may revise the rates, monthly recurring and other charges required DOCUMENT SO- 2011CCGov US Metropolitan Telecom, LLC 2011 TERMS AND CONDITIONS by this Agreement at any time upon sixty (60) days' written notice to Customer if the rate increase is required as a result of an increase in governmental charges, taxes or unanticipated costs. Billing Start Date — Billing will start at the customer acceptance date and be in accordance with the rates on Exhibit A, attached hereto and incorporated by reference. 5. TAXES AND FEES. Customer shall be responsible for payment of all local, state and federal taxes, and fees arising in any jurisdiction based upon the provision, sale, or use of the Services. Customer shall be responsible for the payment of all surcharges in effect, including but not limited to USF, regulatory, and 911 surcharges. Customer may present a proper tax exemption certificate as authorized or required by statute or regulation and US Metro agrees to exempt Customer from the collection of taxes to the extent warranted by such certificate(s). The Customer is sales tax exempt pursuant to Chapter 212, Florida Statutes. 6. TERM AND TERMINATION. Term of Service Order will commence upon the acceptance by Customer of all services designated on the Service Order form. At the expiration of the Term, the contract may be renewed for two (2) additional periods of one (1) year unless terminated by either party prior to thirty (30) days of the termination date by written notice. Any termination shall not relieve Customer of its obligation to pay any charges incurred. The rights and obligations, which by their nature extend beyond the termination of the term of this Agreement, shall survive such termination. Either party may terminate the Agreement upon thirty (30) days written notice if (i) the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days of breach notification, or (ii) the other party dissolves or becomes insolvent or bankrupt or (iii) any bankruptcy, reorganization, insolvency or similar proceeding is instituted by or against the other party and not dismissed within thirty (30) days. US Metro may terminate the agreement if Customer fails to make any payment when due and such failure continues for ten (10) business days after written notice from US Metro. US Metro shall not terminate this Agreement if US Metro and Customer are in a billing dispute process. 7. TERMINATION LIABILITY. If prior to the expiration of the Term, Customer terminates Service for convenience, Customer shall pay to US Metro, all undisputed unpaid amounts for Service 16E 2 US Metropolitan Telecom, LLC 24017 Production Circle Bonita Springs, FL 34135 provided through the date of termination. US Metro 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. 8. SERVICE LEVEL OBJECTIVE. US Metro shall use commercially reasonable efforts to meet the network availability objective of 99.999% during any calendar month. Customer acknowledges the possibility of an unscheduled, continuous and /or interrupted period of time when the Services are unavailable ( "interruption "). "Unavailable" means a complete interruption of transmission lasting two seconds or more. The length of an interruption is measured from (i) the time that notice is received from the Customer by US Metro that an interruption has occurred to (ii) the time of restoration of Service and under no circumstances shall any interruption be deemed an event of default. Credits for Measured Unavailable Time - When written request from customer is received within thirty (30) days of service interruption, customer shall be entitled to receive the following credits: Failure to Meet Committed Service Level Credit 0 minutes to 4 hours No credit >4 hours to 24 hours 1 day credit >24 hours to 48 hours 3 day credit >48 hours 1 week credit Scheduled and Unscheduled Maintenance. Scheduled Maintenance means any maintenance activities performed at US Metro's Point of Presence to which Customer's facilities are connected or activities performed at the Customer's demarcation on the customer premise. Customer shall be given forty -eight (48) hours advance notice of such maintenance activities, except in the case of emergency maintenance deemed necessary by US Metro, in which case US Metro shall endeavor to provide forty -eight (48) hours advance notice. With the exception of emergency maintenance, such activities are typically performed during the standard maintenance window between 12:01am and 6:00am local time. Notice of scheduled maintenance shall be given to Customer's designated Single Point of Contact ( "SPOC "), by a method elected by US Metro (telephone, e-mail, fax or pager). Any maintenance scheduled or unscheduled will be verified to the demarcation point described in Page 3 of 6 V SUm¢tro the Installation, Acceptance, and Access section of this agreement. Application of Credits. Credits shall be applied in respect of the next billing period and shall be based on the monthly rates in effect at that time. Calculation of all credits shall be based on the call log and other records maintained by US Metro. In no event shall any credit be awarded in excess of the monthly rates for the affected Service in effect at the time the credit is applied. If credits remain payable following the termination of the Agreement, the Customer shall be entitled to receive a rebate equal to the amount of such credits. 9. WARRANTY. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE MATERIALS, SERVICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT. ANY LIABILITY OF US METRO WITH RESPECT TO THE MATERIALS UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO MATERIALS REPLACEMENT OR, IF REPLACEMENT IS INADEQUATE AS A REMEDY, TO REFUND OF THE FEES PAID. EXCEPT FOR THE FOREGOING, ALL MATERIALS ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, US METRO DOES NOT WARRANT RESULTS OF USE, THAT THE CUSTOMER'S USE WILL BE UNINTERRUPTED. US METRO SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED OR REFERRED TO THE CUSTOMER BY US METRO DURING ANY ASPECT OF SERVICE DELIVERED UNDER THIS AGREEMENT, OR OTHERWISE. 10. LIMITATIONS OF LIABILITY. US Metro's liability to the customer under this Agreement and with respect to any services contemplated by this Agreement shall be limited to damages directly attributable to defects in the services. US Metro shall not be liable for any damages caused by unauthorized modification or use of services provided pursuant to this agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. FORCE MAJEURE. Neither party will be liable, nor will any remedy provided by the Agreement be available, for any failure of Service due to DOCUMENT SO- 2011CCGov US Metropolitan Telecom, LLC 2011 causes beyond such party's reasonable control ( "force majeure "). Customer will not be obligated to pay US Metro for Services not delivered as a result of force majeure. 12. MISCELLANEOUS. Assignment. Neither party may assign this Agreement, in whole or in part, without the express written consent of the other party, which consent shall not be unreasonably withheld. Either party may transfer its rights and obligations under this Agreement pursuant to a sale of substantially all of the assets of the business, corporate merger, reorganization or acquisition. Applicable Law; Attorney Fees. The laws of the State of Florida, excluding its choice of law rules, shall govern this Agreement. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses. Entire Agreement. This Agreement constitutes the entire agreement between US Metro and Customer, and merges all prior and contemporaneous communications with respect to the subject matter hereof. This Agreement shall not be modified except by later written modification signed by both parties. Severabilijy and Waiver. If any provision of this Agreement proves to be or becomes invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Service Interruption. During a reported service interruption, US Metro will isolate and repair the issue to the US Metro side of the demarcation point, as described in the section entitled Installation, Acceptance, and Access of this document. However, if US Metro troubleshooting indicates the problem to be beyond our demarcation point, US Metro standard charges will apply. Furnished Equipment. Equipment furnished by US Metro to facilitate delivery of Services shall remain the property of US Metro and be returned on expiration of the term. 13. INSURANCE. US Metropolitan Telecom, LLC 24017 Production Circle Bonita Springs, FL 34135 The Contractor shall provide insurance as follows: A. Commercial General 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 Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $500,000 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. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. 14. Indemnity. To the maximum extent permitted by Florida law, US Metro shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of US Metro or anyone employed or utilized by US Metrot in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 15. SUBJECT TO APPROPRIATION. 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. Page 4 of 6 ljs� ,f�1¢tro Terms & Conditions Signatures: Customer: By: Collier County Board of County Commissioners Name: Title: Fred W. Coyle, Chairman Date: _ -A i . S ATTEst�. � s►� . t, Dwig 9. Wr ck -CI& ofco irts l 1,e't -1i' 1 By:' -- : vV1 V r _-_LJL Dated- Approved as to form and legal sufficiency: Deputy County Attorney Print Name DOCUMENT SO- 2011CCGov US Metropolitan Telecom, LLC 2011 US Metropolitan Telecom, LLC By: Name: Brad Dancer Title: Member Date: 16E Z US Metropolitan Telecom, LLC 24017 Production Circle Bonita Springs, FL 34135 Page 5 of 6 16E 2 US Metropolitan Telecom, LLC 24017 Production Circle Bonita Springs, FL 34135 Exhibit A Priciniz for Telecommunications Services Site Name Location US Metro Service US Metro MRR: Immokalee Community Park 321 1st Street N. Immokalee, Fl 1.5 Mbps Ethernet - VPLS $300.00 East Naples Community Park 3500 Thomasson Drive Naples, Fl 1.5 Mbps Ethernet - VPLS $300.00 Immokalee Fitness Center 505 Escambia Immokalee, Fl 1.5 Mbps Ethernet - VPLS $300.00 South Water Plant 3851 City Gate Drive Naples, Fl 50 Mbps Ethernet - VPLS $895.00 Freedom Park 1515 Golden Gate Pkwy Naples, Fl 10 Mb s Ethernet — VPLS $540.00 Naples Recycling Center 2640 Enterprise Ave Naples, Fl 10 Mbps Ethernet — VPLS $540.00 Immokalee Code Enforcement 310 Alachua Street Immokalee, Fl 10 Mbps Ethernet — VPLS $540.00 Marco Recycling Center 990 Chalmer Drive Marco Island, Fl 10 Mb s Ethernet — VPLS $540.00 Campus - Bldg F 3300 Tamiami Trail Naples, A 50 Mbps Ethernet - VPLS $895.00 Pelican Bay Svcs 801 Laurel Oak 1.5 Mb es Ethernet - VPLS $300.00 I Total met — VPLS MRR: $5150.00 Site Name Location US Metro Service US Metro Cost Campus - Bldg F 3300 Tamiami Trail Naples, Fl 50 Mbps Internet Access $995.00 South Water Plant 3851 City Gate Drive Naples, Fl 50 Mbps Internet Access $995.00 Total Internet Access MRR: $1,990.00 Total of Ethernet and Internet Contract MRR: $7140.00 DOCUMENT SO- 2011CCGov US Metropolitan Telecom, LLC 2011 Page 6 of 6 AcOREIF CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DDIYYYY) 11/14/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER- ON TA CT NAME: Certificate Team PHONE aC No: Tim Shaw Insurance Group Inc. 4091 Colonial Blvd. Ste 100 Fort Myers FL 33966 E-M'L ADDRESS: /1/2011 /1/2012 EACH OCCURRENCE INSURERS AFFORDING COVERAGE NAIC # INSURER A MED EXP (Any one person) $5,000 INSURED INSURERB:FCCI Commercial m INSURERC: GENERAL AGGREGATE US Metropolitan Telecom, LLC INSURER D: PRODUCTS - COMP /OPAGG 24017 PRODUCTION CIRCLE BONITA SPRINGS FL 34135 $ A INSURER E INSURER F: 1141188 AU /1/2011 nnVPRAn9R CERTIFICATE NUMBER-, nc7ccnco-) REVISION NUMBER: THIS IS TO CERTIFY THAT 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 CERTIFICATE 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. INSR LTR TYPE OF INSURANCE AD L INSR WVD POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM /DD/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F-__1 OCCUR 1141188 GL /1/2011 /1/2012 EACH OCCURRENCE $1,000,000 DAMAGE TO REN PREMISES Ea occurrence $100,000 MED EXP (Any one person) $5,000 PERSONAL &ADV INJURY $1,000, 000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- LOC PRODUCTS - COMP /OPAGG $2,000,000 $ A AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS NON -OWNED HIRED AUTOS AUTOS 1141188 AU /1/2011 /1/2012 Ea accident 1 000 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PPROPERTYY DAMAGE $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 1141188 UMB /1/2011 /1/2012 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DED X RETENTION$10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR /PARTNER /EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WC STATU- OTH- 11!!1 E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED WITH REGARDS TO THE GENERAL LIABILITY COVERAGE SHOWN ABOVE IF REQUIRED BY WRITTEN CONTRACT SUBJECT TO THE TERMS, CONDITIONS AND EXCLUSIONS OF THE POLICY. GtK I RIGA I t HULL)hK 1,ANk r_LLA I IVIY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Government ACCORDANCE WITH THE POLICY PROVISIONS. 3299 Tamiami Trail East Suite 600 AUTHORIZED REPRESENTATIVE Naples FL 34112 ACORD 25 (2010/05) L_ ©1988 -2010 ACORD CORPORATION. All rights reserve The ACORD name and logo are registered marks of ACORD 16E 2 A&CPRbI CERTIFICATE OF LIABILITY INSURANCE DATE TYPE OF INSURANCE 14 /20/YYYY) 11 /14/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may requre an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER WELLS FARGO INS. SERV. USA -CH, NC CONTACT NAME: PHONE FAX A!C No. xt : A/C No 6100 FAIRVIEW ROAD, SUITE 800 E -MAIL ADDRE PO BOX 220748 INSURER(S) AFFORDING COVERAGE NAIC # CHARLOTTE, NC 28222 INSURER A: HARTFORD FIRE INSURANCE CO. $ INSURED 6278 - FL INSURER B: INSURER C: GENERALAGGREGATE STRATEGIC OUTSOURCING, INC. INSURER D: PRODUCTS - COMP /OP AGG PO BOX 241448 INSURER E: $ CHARLOTTE, NC 28224 INSURER F: COVERAGES CERTIFICATE NUMBER: 41.735 REVISION NUMBER: THIS IS TO CERTIFY THAT 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 CERTIFICATE 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. INSR LTR TYPE OF INSURANCE ADD' IN D SUBR WVD POLICY NUMBER POLICY EFF MM D POLICY EXP MMID LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE ❑ OCCUR EACH OCCURRENCE $ PREMI AGE To R TED $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERALAGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PCOT LOC PRODUCTS - COMP /OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS b41637 COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ DED I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A 22V1BRJ79226 03/01/2011 03/01/2012 X WC STA �T- OTRR E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,00 ' 0,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS/VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) LIMITED TO EMPLOYEES LEASED TO US METROPOLITAN TELECOM, LLC BY STRATEGIC OUTSOURCING, INC. CERTIFICATE HOLDER CANCELLATION Certificate ID 41,735 COLLIER COUNTY GOVERNMENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3299 TAMIAMI TRAIL EAST, STE 600 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN NAPLES, FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD