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Backup Documents 09/12/2023 Item #16E 8
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP cc TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 E 8 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Dater `�// 1. Risk Risk Management L/Z3 2. County Attorney Office County Attorney Office , 4. BCC Office Board of County Commissioners J.D n6kI /c , 4. Minutes and Records Clerk of Court's Office l 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Francheska Correa/Procurement Contact Information 239-252-2060 Contact/Department Agenda Date Item was 09/12/2023 Agenda Item Number 16.E.8. Approved by the BCC Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A 23-018 NS Comcast Cable number if document is Comcast Cable Communications to be recorded Communications Management, Management, LLC LLC INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be VM signed by the Chairman,with the exception of most letters,must be reviewed and signed by.the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A • Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the VM document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VM signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 09/12/2023 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the an option for Chairman's signature. this line. 16E8 COLLIER COUNTY NON-STANDARD AGREEMENT #23-018-NS FOR "Ethernet Dedicated Internet Service and Off-Net Dedicated Internet Access" BETWEEN COLLIER COUNTY AND COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC ATTACHED: COMCAST ENTERPRISE SERVICES MASTER SERVICES AGRREEMENT (MSA) (1-page) COMCAST ENTERPRISE SERVICES GENERAL TERMS AND CONDITIONS (8-pages) COMCAST ENTERPRISE SERVICES PRODUCT-SPECIFIC ATTACHMENT ETHERNET DEDICATED INTERNET SERVICES ADDITIONAL TERMS AND CONDITIONS (7-pages) FIRST AMENDMENT TO COMCAST ENTERPRISE SERVICES MASTER SERVICES AGREEMENT No. FL-15206533-JAmbr (3-pages) Department/Division Name: Information Technology Division 3299 Tamiami Trail, Suite 600 Naples, FL 34112 Contract Administrator: Mark Gillis, Division Director Phone: (239) 252-6134 Email: Mark.Gillis@colliercountyfl.gov CNo 1 6 E 8 COMCAST Account Name MSA ID Date Generated BUS I N E S S Collier County Government and Subsidiaries FL-15206533-JAmbr COMCAST ENTERPRISE SERVICES MASTER SERVICES AGREEMENT(MSA) MSA Term: 60 months CUSTOMER INFORMATION Primary Contact Mark Gillis Primary Contact Address Information Title: Division Director- Information Tech Address 1: 3299 Tamiami Trail Phone: 239-252-6134 Address 2: Suite 600 Cell: City: Naples Fax: State: FL Email: Mark.Gillis©colliercountyfl.gov Zip Code: 34112 This Comcast Enterprise Services Master Services Agreement("Agreement"or"MSA")sets forth the terms and conditions under which Comcast Cable Communications Management, LLC and its operating affiliates("Comcast")will provide communications and other services ("Services")to the above customer("Customer") and is effective as of the date of Customer's signature below(the"Effective Date"). The Agreement consists of this Master Service Agreement Cover Page executed by Customer(this"Cover Page"), the Comcast Enterprise Services General Terms and Conditions("General Terms and Conditions"), any written amendments to the Agreement executed by both parties("Amendments"), each Product-Specific Attachment for the applicable Services ("PSA(s)") and each Sales Order accepted by Comcast hereunder("Sales Orders"). In the event of any inconsistency among these documents, the order of precedence will be as follows: (1)Amendments (if any), (2) this Cover Page, (3) PSA(s), (4) General Terms and Conditions and (5) Sales Orders. This Agreement shall be legally binding when signed by Customer and shall continue in effect until the expiration date of any Service Term specified in a Sales Order referencing the Agreement, unless terminated earlier in accordance with the Agreement. Customer may submit Sales Orders to Comcast during the term of this Agreement("MSA Term"). After the expiration of the initial MSA Term, Comcast may continue to accept Sales Orders from Customer under the Agreement, or require the parties to execute a new MSA. The Agreement shall terminate in accordance with the General Terms and Conditions. The General Terms and Conditions and PSAs are located at https://business.comcast.com/terms-conditions-ent. Use of the Services is also subject to the then-current Acceptable Use Policy for High-Speed Internet Services (the"AUP") located at https://business.comcast.com/customer-notifications/acceptable-use-policy(or any successor URL), and the then-current Privacy Statement(the"Privacy Policy") located at https://business.comcast.com/privacy- statement_new(or any successor URL). Comcast may update the General Terms and Conditions, PSAs, AUP and Privacy Policy from time to time upon posting to the Comcast website. Services are only available to commercial customers in serviceable areas. Services may not be transferred without the prior written consent of Comcast as set forth in more details in the General Terms and Conditions. Minimum Service Terms are required for most Services and early termination fees may apply. Service Terms are identified in each Sales Orders, and early termination fees are identified in the applicable PSAs. BY SIGNING BELOW,CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMER(by authorized representative) Signature: 11'' . ��1�1 Name:•n•ICK-- ►t� [/ Title: CA it " ` . Date: Oa 112_2 -3 ' . ATTEST' . A proved to a legality CRYSTAL K. KIN7_.CL, CLERK hi Ce A ett'aS 0 cl?giiiiafi s- rk Scott R.Tea h,Deputy County Attorney sign-Stl Qnty, t6E 8 IN WITNESS WHEREOF,the Parties have executed this COMCAST ENTERPRISES SERVICES MASTER SERVICES AGREEMENT(MSA)on the date and year first written above by an authorized person or agent. ATTEST: Crystal K. Kinzel, Clerk of the Circuit BOARD OF COUNTY COMMISSIONERS Court and Cgmptr© gr, COLLIER COUNTY, FLORIDA By: e By RICK LOCHS O, Chairman Dated: 0q j 'i;,. (SEAL) I „'Attost'as to Chairman's signature only. Coincast Witnesses: COMC 'I'CABLE COMMUNICATIONS . MANA EMENT,LLC 491" First Witne By:14 4/SA V . /i4/�EY//� 0 ,��►g�n,�a/ture �,,J�y n� j„� T•1'ype/ witness namet 7� i�E7/a 7: �hE �,�J l4 j l r I Typelprint signature and titt"et . c, nc Witness / r p h_91 .3 4//44 4 . C�.'�Ca Date T'Type/print witness namet )proved as Fo n d egality: Scott R. Teach,Deputy County Attorney s1 "�O 16E8 VERSION 4.0 Effective as of November 2, 2022 COMCAST ENTERPRISE SERVICES Network: The Comcast Equipment, fiber optic, or coaxial GENERAL TERMS AND CONDITIONS cable associated with electronics and other equipment used to ("General Terms and Conditions") provide the Services,including any such equipment not located on or at the Service Location(s). ARTICLE 1. DEFINITIONS Product Specific Attachment(s) or PSA(s): The additional For purposes of these General Terms and Conditions, the terms and conditions applicable to each of the Services ordered following terms shall have the meanings specified below. by Customer under the Agreement. Affiliate: With respect to each party,any entity that controls,is Sales Order: An order form for the provision of Services to a controlled by,or is under common control with such party.For Service Location(s) on (a) the then-current Comcast form the purposes of this definition,"control"shall mean ownership designated for such purpose or(b) such other form, or in such of at least fifty percent(50%)of the voting stock or other voting other manner, as may be agreed upon by the parties. Unless ownership interest in an entity. otherwise indicated herein, each Statement of Work shall be considered a Sales Order. Agreement:Collectively,these General Terms and Conditions, the Enterprise Master Services Agreement Cover Page executed Service(s): Service(s)provided by Comcast pursuant to a Sales by the Customer and accepted by Comcast, any applicable Order or Statement of Work. All Services provided under the Product Specific Attachment, and each binding Sales Order Agreement are for commercial, non-residential use only. and/or Statement of Work. Except as expressly provided in a Sales Order, Statement of Work, or PSA, all Services provided under the Agreement are Comcast: The operating Affiliate of Comcast Cable for domestic use only. Communications Management,LLC that provides the Services. References to Comcast in Article 5 and Article 6 shall also Service Commencement Date: With respect to each Service, include its Affiliates and their respective directors,officers,and "Service Commencement Date" shall have the meaning employees. specified in the PSA applicable to such Service or in the Statement of Work, it being understood that a single Sales Comcast Equipment: Any and all facilities, equipment or Order containing multiple Service Locations or Services may devices provided by Comcast or its authorized contractors at the have multiple Service Commencement Dates. Service Location(s) that are used to deliver the Services. Notwithstanding the foregoing, inside telephone wiring within Service Location(s):The Customer location(s)where Comcast a Service Location, whether or not installed by Comcast, shall provides the Services. not be considered Comcast Equipment. Service Term: As specified in a Sales Order or Statement of Confidential Information: All information regarding either Work, the duration of time (which shall commence on the parry's business that has been marked or is otherwise Service Commencement Date)for which Services are ordered. communicated as being "proprietary" or "confidential" or which reasonably should be known by the receiving party to be Statement of Work (SOW): The specific terms under which proprietary or confidential information. Without limiting the Comcast will provide certain customized services to Customer, foregoing, Confidential Information shall include, even if not including all attached appendices and exhibits, if any. marked or otherwise designated as proprietary,the Agreement, all Licensed Software, promotional materials, proposals, Termination Charges: Charges that may be imposed by quotes, rate information, discount information, subscriber Comcast upon early termination of a Service as specified in the information, network upgrade information and schedules, applicable PSA. network operation information (including without limitation information about outages and planned maintenance), and Website: The Comcast website where the General Terms and invoices,as well as the parties'communications regarding such Conditions,PSAs,the Privacy Policy,and the AUP are posted. items. Confidential Information does not include any data The current URL for the Website is transmitted over or through the Services. https://business.comcast.com/terms-conditions-ent (as the same may be updated by Comcast from time-to-time). Customer:The entity named on the Enterprise Services Master Service Agreement Cover Page. ARTICLE 2. DELIVERY OF SERVICE Customer-Provided Equipment: All facilities, equipment, 2.1 Orders. To request Service at a Service Location(s), and devices supplied by Customer,or by a party not contracted Customer may request from Comcast a Sales Order or SOW.If by Comcast,for use in connection with the Services. Customer wishes to move forward with the provision of the requested Service(s), Customer shall sign and return the Sales Order or SOW to Comcast. For purposes of Sales Orders,upon COM:993548v4 COM:1543692v1 CAO i6Eb Customer's signature, the Sales Order will become binding, 2.4 Equipment. subject to an engineering review. SOWs shall not become binding unless and until executed by both Parties. Each Sales A. Comcast Equipment. Comcast may, in its sole Order or SOW submitted by Customer may be subject to an discretion, remove or change Comcast Equipment; provided engineering review which will determine whether and to what that any such removal or change does not cause a material extent the Network must be extended, built, or upgraded in degradation in the Services. Customer shall not move, order to provide the ordered Services.After any such disconnect, attempt to repair, or otherwise tamper with any engineering review, Comcast will provide Customer written Comcast Equipment or permit others to do so,and shall not use notification in the event Service installation at any Service the Comcast Equipment for any purpose other than as Location will require an additional non-recurring installation authorized by the Agreement. Customer shall (i) provide an fee ("Custom Installation Fee" or "Construction Charges"). adequate environmentally controlled space and such electricity Notwithstanding anything to the contrary contained in this as may be required for installation,operation,and maintenance Article 2.1, Customer shall have thirty (30) days from receipt of the Comcast Equipment and (ii) be responsible for damage of such notice to reject the Custom Installation Fee and to, or loss of, Comcast Equipment caused by its acts or terminate the affected Service Location(s). In addition to the omissions, or by fire, theft, or other casualty at the Service foregoing, if Comcast's cost of installing the applicable Location(s), unless caused by the gross negligence or willful Services(including any applicable construction costs)increases misconduct of Comcast. Any maintenance provided by following Customer's acceptance of the Custom Installation Comcast for the Comcast Equipment under this Agreement Fee such that Comcast's internal rate of return for the applicable shall be at Customer's cost to the extent it is related to causes Services is unacceptable to Comcast,as reasonably determined other than the ordinary and proper use of the Comcast by Comcast, then (i) Comcast may increase the monthly Equipment. Upon termination or expiration of this Agreement recurring charge or Custom Installation Fee, as agreed to by and/or any Sales Order or SOW,Customer shall be responsible Customer or (ii) if Customer does not agree to such increase, for the return of all applicable Comcast Equipment. Until such Comcast may terminate the applicable Services to the affected time as the Comcast Equipment is returned to Comcast, Service Location upon ten (10) days' notice to Customer, Comcast may continue to invoice Customer for the monthly fee without penalty. applicable to such Comcast Equipment. If any returned Comcast Equipment has been damaged and/or destroyed other 2.2 Access. To deliver Services to Customer, Comcast than by Comcast or its agents, normal wear and tear excepted, may require access, right-of-way, conduit, and/or common Comcast may, in its sole discretion, invoice Customer for the room space within and/or outside each Service Location and manufacturer's list price of such Comcast Equipment or the cost facility containing the Service Location ("Access"). Within of repair. each Service Location and facility containing the Service Location,Customer shall be solely responsible for securing and B. Customer-Provided Equipment. Unless otherwise maintaining such Access as Comcast may require to deliver the set forth in an SOW,Customer shall have sole responsibility for Services. In the event that Customer fails to secure or maintain providing maintenance, repair, operation, and replacement of such Access, Comcast (i) may upon thirty (30) days prior all Customer-Provided Equipment,inside telephone wiring,and written notice cancel or terminate Service at such Service other Customer equipment and facilities on the Customer's side Location and such termination shall be subject to applicable of the Demarcation Point."Demarcation Point"means the point Termination Charges and (ii) shall be excused from its of interconnection between the Network and Customer- obligations with respect to the Service(s) at such Service Provided Equipment located at a Service Location. Neither Location(including any obligation to issue service credits)until Comcast nor its employees, Affiliates, agents, or contractors such time as Customer provides Comcast with the necessary shall (i) have any obligation to install, operate, or maintain Access. If Comcast is unable to secure or maintain Access Customer-Provided Equipment or(ii)be liable for any damage, outside a particular Service Location or facility and associated loss, or destruction to Customer-Provided Equipment, unless property containing the Service Location, which Access is caused by the gross negligence or willful misconduct of needed to provide Services to such Service Location,Customer Comcast. Customer-Provided Equipment shall at all times be or Comcast may cancel or terminate Service at such Service compatible with the Network. Except as otherwise provided in Location,without further liability beyond the termination date, an SOW, Customer shall be responsible for the payment of upon a minimum thirty (30) days' prior written notice to the service charges for visits by Comcast's employees or agents to other party. a Service Location when the service difficulty or trouble report 2.3 Hazardous Materials. If the presence of asbestos or results from Customer-Provided Equipment or facilities other hazardous materials exists or is detected at a Service provided by a party not contracted by Comcast. Location or within the building where the Service Location is 2.5 Network; Intellectual Property. located, Comcast may immediately stop providing and/or installing Services until such materials are removed. Customer A. The Network is and shall remain the property of shall be responsible for any additional expense incurred by Comcast regardless of whether installed within, upon, Comcast as a result of encountering, or in the avoidance of, overhead, above, or underground at or near the Service hazardous materials. Location and shall not be considered a fixture or an addition to Enterprise Services General Terms and Conditions Ver.4.0—November 2,2022 CAO 6E8 , the land or the Service Location(s) located thereon. Customer ARTICLE 3. BILLING AND PAYMENT agrees that it shall take no action that directly or indirectly impairs Comcast's title to the Network,or any portion thereof, 3.1 Charges; Changes to MRC;Taxes. or exposes Comcast to any claim, lien, encumbrance, or legal process, except as otherwise agreed in writing by the parties. A. Customer agrees to pay all charges associated with the Nothing in this Agreement shall preclude Comcast from using Services, including, but not limited to, any fees or payment the Network for services provided to other Comcast customers, obligations in connection with the Services imposed by it being understood that,with respect to any Ethernet Services, governmental or quasi-governmental bodies,or by Comcast,in the access circuit between a Service Location and the applicable connection with the sale, installation, use, or provision of the Comcast Network gateway switch shall be solely used to Services (e.g.,applicable franchise fees, right of way fees,and provide the applicable Ethernet Services to Customer. Universal Service Fund charges) regardless of whether Comcast or its Affiliates pay the fees directly or are required or B. Title and intellectual property rights to(i)the Services permitted by law to collect them from Customer.Any failure on and(ii)any computer software or code provided by Comcast to the part of Customer to be ready to receive Service, or any use the Services, including, but not limited to, associated refusal on the part of Customer to receive Service, shall not documentation, and all updates thereto ("Licensed Software") relieve Customer of its obligation to pay charges for any are, in each case, owned by Comcast, its agents, suppliers, or Service that is otherwise available for use. For the avoidance affiliates or their licensors or otherwise by the owners of such of doubt, Comcast shall not be responsible for any purchases material. The copying,redistribution,bundling, or publication made by Customer or its end users while using the Services. of the Services, in whole or in part, without the express prior written consent of Comcast or other owner of such material, is B. With respect to each Sales Order,Comcast may,upon prohibited. thirty(30)days prior written notice to Customer(or such longer period as may be required by law), modify the monthly C. The Agreement provides no right to use any parry's or recurring service charges applicable to(i)Ethernet and Internet its Affiliates' trademarks, service marks, or trade names, or to Services at any time after the expiration of the initial Service otherwise refer to the other party in any marketing, Term and (ii) any other Services at any time. Customer promotional,or advertising materials or activities. acknowledges and agrees that such notice requirement may be satisfied by including notice of a monthly recurring service 2.6 License Grant. If Customer requires the use of charge modification(s) in a Customer invoice. Customer shall Licensed Software from Comcast in order to use the Services, have thirty (30)days from receipt of any such notice to cancel Customer shall have a nonexclusive, nontransferable, and the applicable Service without liability for Termination limited license to use such Licensed Software in object code Charges.Should Customer fail to cancel within such timeframe, only and solely to the extent necessary to use the applicable Customer shall be deemed to have accepted the modified Service during the corresponding Service Term. Customer may Service pricing. Notwithstanding anything to the contrary not claim title to, or an ownership interest in, any Licensed contained in this Article 3.2(B), Comcast may modify Software (or any derivations or improvements thereto), and equipment charges upon notice to Customer. Customer shall execute any documentation reasonably required by Comcast, including, without limitation, end-user license C. Except to the extent Customer provides a valid tax agreements, for the Licensed Software. Customer shall not: (i) exemption certificate prior to the delivery of Service,Customer copy the Licensed Software(or any upgrades thereto or related shall be responsible for the payment of any and all applicable written materials)except for emergency back-up purposes or as local, state, and federal taxes or fees (however designated). permitted by the express written consent of Comcast; (ii) Customer shall also be responsible to pay any taxes that become reverse engineer, decompile, or disassemble the Licensed applicable retroactively. Software; (iii) sell, lease, license, or sublicense the Licensed Software; or (iv) create, write, or develop any derivative 3.2 Payment Terms; Disputes. software or any other software program based on the Licensed Software. Customer acknowledges that the use of Service may A. Except as otherwise indicated herein or in a PSA, periodically require, and consents to Comcast's provision of, Comcast will invoice Customer in advance on a monthly basis updates and/or changes to the Licensed Software resident in the for all monthly recurring charges and fees arising under the Comcast Equipment or Customer Provided-Equipment Agreement.All other charges will be billed monthly in arrears, ("Updates"). Comcast may perform such Updates remotely or including without limitation, certain usage-based charges. on-site, at Comcast's sole discretion. Customer hereby Payment is due within thirty(30)days after the invoice date. If consents to,and shall provide free Access for,such Updates. If a Service Commencement Date is not the first day of a billing Comcast has agreed to provide Updates, Comcast will be period,Customer's first monthly invoice shall include any pro- excused from the applicable performance criteria and credits, rated charges for the Services from the Service Commencement and any and all liability and indemnification obligations Date to the start of the next billing period. Except to the extent regarding the applicable Service to the extent resulting from otherwise prohibited by law, Customer will be assessed a Customer's failure to allow Comcast to install any Updates. service charge up to the full amount permitted under applicable law for any check or other instrument used to pay for the Enterprise Services General Terms and Conditions Ver.4.0—November 2,2022 CAO 6 E. 8 Services that has been rejected by the bank or other financial cause any Sales Order or SOW materially affected by the institution. Subject to Customer's right to dispute charges in breach. In addition to its other remedies, if the Customer is in accordance with Article 3.2(B), any payment not made when breach of a payment obligation and fails to make payment in due will be subject to a late charge equal to(i) 1.5%per month full within thirty (30) days after written notice of default, or (ii) the highest rate allowed by law, whichever is lower. If Comcast may suspend the Service(s) under the affected Sales Comcast is required to use a collection agency or attorney to Order(s)or SOW(s). collect any amount owed by Customer or any unreturned Comcast Equipment, Customer agrees to pay all reasonable B. Subject to applicable law, either party may terminate costs of collection or other action. No acceptance of partial a Sales Order or SOW immediately upon notice to the other payment(s)by Comcast shall constitute a waiver of any rights party if the other party has become insolvent as defined under to collect the full balance owed under the Agreement. the U.S. Bankruptcy Code, institutes or has instituted against it any bankruptcy,reorganization,det arrangement or assignment B. If Customer disputes any portion of an invoice, for the benefit of creditors, other proceeding under any Customer shall pay the undisputed portion of the invoice and bankruptcy or insolvency law or dissolution, receivership, or submit a written claim, including all substantiating liquidation proceeding (and if such proceeding is instituted documentation, to Comcast for the disputed amount of the against it, such proceeding is not dismissed within sixty (60) invoice by the invoice due date. The parties shall negotiate in days). good faith to resolve any billing dispute submitted by Customer pursuant to this Article 3.2(B). Under no circumstances may C. Comcast may terminate any Sales Order and/or the Customer submit a billing dispute to Comcast later than ninety Agreement immediately if Customer or its employees, agents, (90)days following the invoice date. or representatives threaten, harass, or use vulgar or inappropriate language toward Comcast personnel. 3.3 Credit Approval and Deposits. Delivery of Services may be subject to credit approval. Customer authorizes 4.4 Effect of Expiration/Termination of a Sales Order Comcast to make inquiries and to receive information about or SOW. Upon the expiration or termination of a Sales Order Customer's credit history from others and to enter this or SOW for any reason, Comcast (i) shall disconnect the information in Customer's records. Comcast, in its sole applicable Service and (ii) may assess and collect from discretion,may deny the Services based upon an unsatisfactory Customer applicable Termination Charges (unless the Service credit history. Subject to applicable regulations, Comcast may is terminated by Customer pursuant Article 4.3 above). require Customer to make a deposit as a condition to Comcast's Termination by either party of a Sales Order or SOW does not provision of the Services. waive any other rights or remedies that it may have under this Agreement. ARTICLE 4. TERM&TERMINATION ARTICLE 5. LIMITATION OF LIABILITY 4.1 Sales Order Term.Upon the expiration of the Service DISCLAIMER OF WARRANTIES Term applicable to a Sales Order, each Service Term shall 5.1 Limitation of Liability. automatically renew for successive periods of one(1)year each (each, a"Renewal Term"), unless prior written notice of non- A. THE AGGREGATE LIABILITY OF COMCAST renewal is delivered by either party to the other at least thirty AND ITS AGENTS,SUPPLIERS,AND LICENSORS FOR (30)days before the expiration of the Service Term or the then ANY AND ALL LOSSES, DAMAGES,AND CAUSES OF current Renewal Term.To the extent the initial Service Term or ACTION ARISING OUT OF THE AGREEMENT, a Renewal Term applicable to a Sales Order extends beyond the INCLUDING, BUT NOT LIMITED TO, THE expiration date of the MSA Term, such Sales Order shall PERFORMANCE OF SERVICE, AND NOT continue to be governed by the terms and conditions of the OTHERWISE LIMITED HEREUNDER, WHETHER IN Agreement. The MSA Term commences on the Effective Date CONTRACT, TORT, OR OTHERWISE, SHALL NOT and continues for the time set forth on the Master Services EXCEED DIRECT DAMAGES EQUAL TO THE SUM Agreement Cover Page. TOTAL OF PAYMENTS MADE BY CUSTOMER TO 4.2 Termination for Convenience. Notwithstanding any COMCAST DURING THE THREE (3) MONTHS other term or provision in this Agreement,Customer shall have IMMEDIATELY PRECEDING THE EVENT FOR the right, in its sole discretion, to terminate any or all Sales WHICH DAMAGES ARE CLAIMED. THIS Order(s) or SOW(s) at any time, upon thirty (30) days prior LIMITATION SHALL NOT APPLY TO written notice to Comcast (subject to applicable Termination INDEMNIFICATION OBLIGATIONS. Charges). B. NOTWITHSTANDING ANYTHING TO THE 4.3 Termination for Cause. CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER A. If either Party is in material breach of the Agreement FOR ANY INCIDENTAL, INDIRECT, SPECIAL, and the breach continues unremedied for thirty (30) days after COVER, PUNITIVE, OR CONSEQUENTIAL written notice of default, the other party may terminate for DAMAGES, WHETHER OR NOT FORESEEABLE, OF Enterprise Services General Terms and Conditions Ver.4.0—November 2,2022 CAO 6E8 , ANY KIND,INCLUDING,BUT NOT LIMITED TO,ANY Customer hardware, software, files, or data resulting from any LOSS OF REVENUE, LOSS OF USE, LOSS OF virus or other harmful feature or from any attempt to remove it. BUSINESS, OR LOSS OF PROFIT WHETHER SUCH Customer is solely responsible for backing up its data,files,and ALLEGED LIABILITY ARISES IN CONTRACT OR software prior to the installation of Service and at regular TORT; PROVIDED, THAT, THE FOREGOING intervals thereafter. LIMITATION SHALL NOT LIMIT CUSTOMER'S LIABILITY FOR CHARGES OWED FOR THE 5.3 Exclusive Remedies. Customer's sole and exclusive SERVICES, FOR ANY EQUIPMENT OR SOFTWARE remedies are as expressly set forth in the Agreement. In those PROVIDED BY COMCAST, OR FOR TERMINATION states where Customer's remedies cannot be so limited, the CHARGES. liability of Comcast is limited to the maximum extent permitted by law. C. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IN ARTICLE 6. INDEMNIFICATION NO EVENT SHALL THE AGGREGATE LIABILITY OF 6.1 Comcast's Indemnification Obligations. Subject to COMCAST AND ITS AGENTS, SUPPLIERS, AND LICENSORS UNDER THIS AGREEMENT FOR ALL Sections 5.1(B)and 5.1(C)and any other limitations contained in INDEMNIFICATION OF INTELLECTUAL PROPERTY the Agreement, Comcast shall indemnify, defend, and hold CLAIMS UNDER SECTION 6(i) OF THESE GENERAL harmless Customer, its Affiliates and their respective employees, TERMS AND CONDITIONS EXCEED THE GREATER directors, officers, and agents from and against all damages, OF (I) ONE (1) MILLION DOLLARS ($1,000,000) AND liabilities, losses, and expenses (including reasonable attorneys' (II) THE SUM TOTAL OF PAYMENTS MADE BY fees)arising out of a claim or demand by a third party("Claims") CUSTOMER DURING THE TWELVE (12) MONTH incurred as a result of(i)infringement of U.S.patent or copyright PERIOD IMMEDIATELY PRECEDING THE DATE ON law based solely on Comcast Equipment or Licensed Software; WHICH THE INTELLECTUAL PROPERTY CLAIM provided, that, Comcast shall have no liability for any claim of FIRST AROSE. infringement arising from: (a) Comcast's compliance with any designs, specifications, or instructions of Customer; (b) modification or alteration of the Licensed Software or Comcast 5.2 Disclaimer of Warranties. Equipment by Customer or a third party without the prior knowledge and written approval of an authorized officer of A. TO THE MAXIMUM EXTENT ALLOWED BY Comcast;(c)use of the Licensed Software or Comcast Equipment LAW, COMCAST EXPRESSLY DISCLAIMS ALL in a way not authorized in writing by an authorized officer of EXPRESS, IMPLIED, AND/OR STATUTORY Comcast;and/or(d)Customer's failure to use an updated version WARRANTIES, INCLUDING,BUT NOT LIMITED TO, of the Licensed Software or Comcast Equipment which has been WARRANTIES OF MERCHANTABILITY, FITNESS provided, or made available, to Customer and (ii) damage to FOR A PARTICULAR PURPOSE, TITLE AND tangible personal property or real property,and personal injuries NONINFRINGEMENT. Without limiting the generality of (including death)to the extent caused by the gross negligence or the foregoing, and except as otherwise identified in a PSA or willful misconduct of Comcast while working on the Service SOW, Comcast does not warrant that the Services, Comcast Locations.For purposes of this Article 6.1,any claims by any end- Equipment, or Licensed Software will be uninterrupted, error- user of the Services shall not be included in the definition of free, or free of latency or delay, or that the Services, Comcast Claims. Equipment, or Licensed Software will meet Customer's 6.2 Customer's Indemnification Obligations. Subject to requirements, or that the Services, Comcast Equipment, or Section 5.1(B), Customer shall indemnify, defend, and hold Licensed Software will prevent unauthorized access by third harmless Comcast and its agents, suppliers, and licensors from parties. Customer acknowledges and agrees that the Services any and all Claims arising on account of or in connection with are not fail-safe and are not designed or intended for use in Customer's and its users'use or sharing of the Service provided situations requiring fail-safe performance or in which an error under the Agreement, including with respect to: (i)any content or interruption in the Services could lead to severe injury to received or distributed by Customer or its users through the business,persons,property,or environment. Service; (ii)libel,infringement of copyright,or unauthorized use of trademark, trade name, or service mark arising out of B. Notwithstanding anything to the contrary contained in communications via the Service; (iii) for patent infringement the Agreement, in no event shall Comcast and its agents, arising from Customer's combining or connection of Customer- suppliers,and licensors be liable for any loss,damage,or claim Provided Equipment to use the Service; and (iv) for damage arising out of or related to: (1) content or data received or arising out of the gross negligence or willful misconduct of distributed by Customer or its users through the Services; (2) Customer. any act or omission of Customer, its users, or third parties not under the control of Comcast; (3) interoperability, interaction, 6.3 Indemnification Procedures. To the extent a party or interconnection of the Services with applications,equipment, may be entitled to indemnification under this Agreement (an services,or networks provided by Customer or third parties not "Indemnified Party"),such Indemnified Party shall(i)promptly under the control of Comcast; or(4) loss or destruction of any notify the other party (the "Indemnifying Party") in writing of any pending or threatened Claim that gives rise to a right of Enterprise Services General Terms and Conditions Ver.4.0—November 2,2022 CA® 16E8 indemnification (an "Action") and (ii) cooperate in every 7.3 Remedies. Notwithstanding any other Article of this reasonable way to facilitate the defense or settlement of such Agreement, the non-breaching party shall be entitled to seek Action.The Indemnifying Party shall assume the defense of any equitable relief to protect its interests pursuant to this Article 7, Action with counsel selected by the Indemnifying Party. The including,but not limited to, injunctive relief. Indemnified Party may employ its own counsel in any such case ARTICLE 8. PROHIBITED USES; COMCAST and shall pay such counsel's fees and expenses. The POLICIES Indemnifying Party shall have the right to settle any Action; provided, however, that to the extent that such settlement 8.1 Prohibited Uses; Comcast Policies. Customer is requires the Indemnified Party to take or refrain from taking any prohibited from using,or permitting the use of, any Service(i) action or purports to obligate the Indemnified Party, then the for any purpose in violation of any law, rule, regulation, or Indemnifying Party shall not settle such Action without the policy of any government authority; (ii) in violation of the prior written consent of the Indemnified Party, which consent Comcast Acceptable Use Policy ("AUP") available on the shall not be unreasonably withheld,conditioned,or delayed. Website;(iii)for any use as to which Customer has not obtained ARTICLE 7. CONFIDENTIAL INFORMATION AND all required government approvals, authorizations, licenses, PUBLICITY consents, or permits; or(iv)to interfere unreasonably with the use of Comcast service by others or the operation of the 7.1 Disclosure and Use. All Confidential Information Network. Customer is responsible for the compliance of its disclosed by either party shall, during the term of the users with the provisions of the Agreement. Customer Agreement and for two (2) years after the expiration or acknowledges and agrees that use of the Services, including by termination thereof(or such longer period as may be required Customer, its Affiliates, and any users, shall be subject to the by law), not be disclosed to any third party without the AUP. Notwithstanding anything to the contrary contained in disclosing party's express written consent. Notwithstanding the Section 4.3, Comcast reserves the right to act immediately and foregoing, such information may be disclosed (A) to the without notice to(a)terminate or suspend the Agreement and/or receiving party's employees, affiliates, and agents who have a any Services if Comcast determines that such use or need to know for the purpose of performing under this information is in violation of this Article 8.1 and such Agreement, using the Services, and rendering the Services termination will constitute a termination for cause and (b) (provided that in all cases the receiving party shall take terminate or suspend the Services in the event of fraudulent use appropriate measures prior to disclosure to its employees, of the Services. Customer acknowledges and agrees that affiliates, and agents designed to protect against unauthorized Comcast is not obligated to detect or report unauthorized or use or disclosure) or (B) as otherwise authorized by this fraudulent use of the Services to Customer. Agreement. Each party's confidentiality obligations hereunder shall not apply to information that: (A)is already known to the 8.2 Privacy Policy. Comcast will comply with the receiving party without a pre-existing restriction as to Comcast Privacy Policy ("Privacy Policy") which is available disclosure;(B)is or becomes publicly available without fault of at the Website. Comcast is not responsible for any information the receiving party; (C) is rightfully obtained by the receiving provided by Customer to third parties and Customer assumes party from a third party without restriction as to disclosure or is all privacy and other risks associated with providing personally approved for release by written authorization of the disclosing identifiable information to third parties via the Services. party;or(D)is developed independently by the receiving party without use of the disclosing party's Confidential Information. 8.3 Prohibition on Resale. Customer may not sell,resell, Each party agrees to treat all Confidential Information of the sublease, assign, license, sublicense, share, provide, or other in the same manner as it treats its own proprietary otherwise utilize in conjunction with a third party (including, information,but in no case using less than a reasonable degree without limitation, in any joint venture or as part of any of care. If either party is required to disclose Confidential outsourcing activity) the Services or any component Information pursuant to a judicial order or other compulsion of thereof. For the avoidance of doubt, this prohibition includes law, such party shall be permitted to make such disclosure Customer bundling the Services with any services or provided that it: (a) limits the disclosure to only that components of Customer that are then sold to end users of any information which is required to be disclosed by such order or kind. legal requirement,(b)if permitted,provides the disclosing party with prompt notice of such order or legal requirement, and (c) 8.4 Monitoring. Comcast shall have no obligation to reasonably assists the disclosing party in obtaining a protective monitor postings or transmissions made in connection with the order, if requested and at the disclosing party's expense. Services, however, Customer acknowledges and agrees that Comcast and its agents shall have the right to monitor any such 7.2 Publicity. Neither party shall issue any publication or postings and transmissions from time to time and to use and press release relating to,or otherwise disclose the existence of, disclose them in accordance with this Agreement, and as the terms and conditions of any contractual relationship otherwise required by law or government request. Comcast between Comcast and Customer without the prior written reserves the right to refuse to upload,post,publish,transmit or consent of the other party. store any information or materials, in whole or in part,that, in Comcast's sole discretion, is unacceptable, undesirable or in violation of this Agreement. Enterprise Services General Terms and Conditions Ver.4.0—November 2,2022 0A0 16E8 sole and exclusive remedy for any Revisions. Customer acknowledges and agrees that terms or conditions contained in ARTICLE 9. MISCELLANEOUS TERMS any Customer purchase order or similar Customer order form (regardless of whether executed by Comcast), or restrictive 9.1 Force Majeure. Neither party nor its Affiliates shall endorsements or other statements on any Customer form of be liable to the other party for any delay,failure in performance, payment, shall be void and of no force or effect. Without loss, or damage to the extent caused by force majeure limitation to the foregoing, if(i)Customer requires Comcast to conditions such as acts of God,fire,explosion,power blackout, execute a Customer purchase order or other Customer order cable cuts, acts of regulatory or governmental agencies, form for a Service or as a condition to receiving payment for unforeseeable third party actions, or other causes beyond the the same and (ii) Comcast executes such purchase order or parry's reasonable control,except that Customer's obligation to Customer order form,Customer acknowledges and agrees that pay for Services provided under the Agreement shall not be (1) Comcast's execution is solely for the purpose of assisting excused. Changes in economic, business, or competitive Customer in satisfying its internal procurement requirements condition shall not be considered force majeure events. and (2) any terms and conditions contained in such purchase order or Customer order form shall be null and void and of no 9.2 Assignment or Transfer. Customer shall not assign force or effect. any right,obligation,or duty, in whole or in part,nor any other interest hereunder, without the prior written consent of B. The parties acknowledge that the respective rights and Comcast, which shall not be unreasonably withheld. Any obligations of each party as set forth in this Agreement are assignment in violation of this provision shall be deemed null based on applicable law and regulations as they exist on the date and void. All obligations and duties of either party hereunder of the Agreement's execution. The parties agree that in the shall be binding on all successors-in-interest and permitted event of any legislative, regulatory, or judicial order, rule, or assigns of such party. regulation, or decision in any arbitration or other dispute resolution proceeding, or other legal or regulatory action that 9.3 Notices. Except as otherwise identified herein, any materially affects the provisions of this Agreement or the notice sent pursuant to the Agreement shall be deemed given economic terms of the Agreement,Comcast may,by providing and effective when sent by e-mail(confirmed by certified mail), written notice to the Customer, require that the affected or when delivered by overnight express or other express provisions of the Agreement be renegotiated in good faith. If delivery service, in each case,to the following addresses(or to Customer refuses to enter such renegotiations,or the parties are such other addresses as a party may designate by written notice unable to reach resolution on new Agreement terms, Comcast to the other party): (i)with respect to Customer,to the address may, in its sole discretion,terminate this Agreement, in whole set forth on any Sales Order;or(ii)with respect to Comcast,to: or in part,upon sixty(60)days written notice to Customer. Vice President of Sales Operations (Comcast Business), One Comcast Center, 1701 JFK Blvd.,Philadelphia,PA 19103,with 9.5 Tariffs. Notwithstanding anything to the contrary in a copy to Legal_Notices@comcast.com. Alternatively, the Agreement,Comcast may be required to file with regulatory Customer may send termination notice to Comcast through the agencies tariffs for certain Services. In such event, the terms Comcast disconnection portal found at the following URL: set forth in the Agreement may, under applicable law, be https://business.comcast.com/landingpage/disconnect (as the superseded by the terms and conditions of the tariffs. Without same may be updated by Comcast from time-to-time). limiting the generality of the foregoing, in the event of any inconsistency between the Agreement and applicable Sales 9.4 Amendments; Changes to the Agreement. Orders on one hand, and the relevant tariffs on the other hand, the rates and other terms set forth in the Agreement and A. The Agreement may not be amended except by a applicable Sales Orders will be treated as individual case-basis written agreement executed by the parties; provided, that, arrangements to the maximum extent permitted by law. If notwithstanding the foregoing,Comcast may change or modify Comcast voluntarily or involuntarily cancels or withdraws a these General Terms and Conditions and the PSAs, and any tariff under which a Service is provided to Customer, the related policies (including the AUP and Privacy Policy) from Service will thereafter be provided pursuant to the Agreement time to time ("Revisions") by posting such Revisions to the and the terms and conditions contained in the tariff immediately Website. The Revisions are effective upon posting to the prior to its cancellation or withdrawal.In the event that Comcast Website. Customer will receive notice of any Revisions in the is required by a governmental authority to modify a tariff under next applicable monthly invoice. Customer shall have thirty which Service is provided to Customer in a manner that is (30)calendar days from the invoice notice of such Revisions to material and adverse to the Customer, the Customer may provide Comcast with written notice that the Revisions terminate the applicable Sales Order upon a minimum thirty adversely affect Customer's use of the Service(s). If,after such (30)days'prior written notice to the other party,without further notice, Comcast is able to verify such adverse effect but is liability. unable to reasonably mitigate the Revisions' impact on such Services,then Customer may terminate the impacted Service(s) 9.6 Compliance with Laws. Each of the Parties agrees to without further obligation (including Termination Charges)to comply with all local,state and federal laws and regulations and Comcast beyond the termination date.This shall be Customer's Enterprise Services General Terms and Conditions Ver.4.0—November 2,2022 CAO 16E8 ordinances applicable to such Party in the performance of its party is an agent, representative, or partner of the other party. respective rights and obligations under this Agreement. Neither party shall have any right, power,or authority to enter into any agreement for,or on behalf of,or incur any obligation 9.7 Consent to Communications from Comcast. or liability of, or to otherwise bind, the other party. This Customer acknowledges and agrees that Comcast or third Agreement shall not be interpreted or construed to create an parties acting on Comcast's behalf may call or text Customer at association, agency,joint venture, or partnership between the any telephone number that Customer provides to Comcast or parties or to impose any liability attributable to such a that Comcast issues to Customer,and may do so for any purpose relationship upon either party. Each party acknowledges and relating to Customer's account and/or the Services to which agrees that any interpretation of this Agreement may not be Customer purchased. Customer expressly consents to receive construed against a party by virtue of that party having drafted such calls and texts and agree that these calls and texts are not the provisions. unsolicited.Customer acknowledges and agrees that these calls and texts may entail the use of an automatic telephone dialing 9.11 Export Law and Regulation. Customer system and/or artificial or prerecorded messages. Customer acknowledges that any products, software, and technical may not opt-out of receiving certain communications pertaining information(including,but not limited to,services and training) to Customer's account, including but not limited to provided pursuant to the Agreement may be subject to U.S. communications regarding emergencies, fraud or other export laws and regulations.Customer agrees that it will not use violations of law, security issues, and harm caused to the distribute, transfer, or transmit the products, software, or Network. Message frequency depends on Customer's activity technical information(even if incorporated into other products) with the Services.Message and/or data rates may apply. except in compliance with U.S. export regulations and this Agreement. 9.8 Entire Understanding; Construction; Survival; Headings; No Waiver. The Agreement supersedes all prior agreement between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to the subject matter hereof. In the event that any portion of the Agreement is held to be invalid or unenforceable,the parties shall replace the invalid or unenforceable portion with another provision that,as nearly as possible, reflects the original intention of the parties, and the remainder of the Agreement shall remain in full force and effect. The rights and obligations of either party that by their nature would continue beyond the termination or expiration of the Agreement shall survive termination or expiration of the Agreement. The article headings used herein are for reference only and shall not limit or control any term or provision of this Agreement or the interpretation or construction thereof. No failure by either party to enforce any right(s)hereunder shall constitute a waiver of such right(s). The Agreement may be executed in counterpart copies. Each party represents and warrants that the persons who executes the Agreement on its behalf are duly authorized to do so. 9.9 Choice of Law. This Agreement shall be governed by,and construed and interpreted in accordance with,the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. Any claim or controversy arising out of or relating to this Agreement shall be brought exclusively in federal or state court located in Philadelphia, Pennsylvania and the parties hereby consent to personal jurisdiction and venue in such court. Both parties hereby waive any right to a trial by jury. 9.10 No Third-Party Beneficiaries; Independent Contractors.Except as otherwise specifically set forth herein, this Agreement does not expressly or implicitly provide any third party (including users) with any remedy, claim, liability, reimbursement,cause of action,or other right or privilege.The parties to this Agreement are independent contractors. Neither Enterprise Services General Terms and Conditions Ver.4.0—November 2,2022 CAO 16E8 COMCAST ENTERPRISE SERVICES PRODUCT-SPECIFIC ATTACHMENT ETHERNET DEDICATED INTERNET SERVICES ATTACHMENT IDENTIFIER:Ethernet Dedicated Internet,Version 1.13 The following additional terms and conditions are Net Services are available in a number of markets. For applicable to Sales Orders for Comcast's Ethernet Dedicated information on service availability,call 866-429-0152. Internet Service and Off-Net Dedicated Internet Access: ARTICLE 3. CUSTOM INSTALLATION FEES DEFINITIONS Once Comcast accepts a Sales Order for Services, Comcast Capitalized terms not otherwise defined herein shall have will invoice Customer for all Custom Installation Fee(s). the meaning ascribed to them in the General Terms and Customer will pay the Custom Installation Fee(s) within Conditions. thirty (30) days of the invoice date unless a payment schedule is specified in the applicable Sales Order. "Estimated Availability Date" means the target date for delivery of Service. ARTICLE 4. PROVISIONING INTERVAL "HFC Network"means a hybrid fiber coax network Following its acceptance of a Sales Order, Comcast shall notify Customer of the Estimated Availability Date "Interconnection Facilities" means transmission capacity applicable to that Sales Order. Comcast shall use provided by Comcast,Customer or a third-party supplier to commercially reasonable efforts to provision the Service on extend the Comcast Equipment from a Comcast terminal to or before the Estimated Availability Date; provided, any other location (e.g., a local loop provided by a local however, that Comcast's failure to provision by said date exchange company or other communications company). shall not constitute a breach of the Agreement. "Off-Net" means geographical locations that are outside of ARTICLE 5. SERVICE COMMENCEMENT DATE Comcast's service area and/or geographical locations that are within Comcast's service area generally but are not Comcast shall inform Customer when Service is available readily accessible by Comcast Network facilities. All Off- and performing in accordance with the "Technical Net Services are provided by third-party service providers. Specifications" set forth in Schedule A-1 hereto Off-Net Services provisioned over a fiber optic network are ("Availability Notification"). Charges for Service shall referred to as"Off-Net Fiber." begin to accrue as of the Service Commencement Date.The Service Commencement Date shall be earliest of: (A) the "On-Net" means geographical locations where Comcast date on which Customer confirms receipt of and currently provides Services through its Comcast Network. concurrence with the Availability Notification; (B) five (5) On-Net Services may be provisioned over a fiber optic business days following the date of the Availability network ("On-Net Fiber"), or via a HFC Network ("On- Notification, if Customer fails to notify Comcast that the Net HFC"),as available through Comcast. Service does not comply materially with the Technical Specifications (defined in Article 8); or (C) the date on "Service(s)" means Ethernet Dedicated Internet Services which Customer first uses the Service. In the event that a and Off-Net Dedicated Internet Access. Service Term has not been expressly set forth in a Sales Order,the Service Term for such Sales Order shall be twelve ARTICLE 1. SERVICES (12)months This attachment shall apply to Ethernet Dedicated Internet ARTICLE 6. TERMINATION CHARGES; Service and Off-Net Dedicated Internet Access. A further PORTABILITY;UPGRADES;OFF-NET SERVICES description of the Services are set forth in Schedule A-1 hereto which is incorporated herein by reference. 6.1 The charges set forth or referenced in each Sales Order have been extended to Customer in reliance on the ARTICLE 2. PROVIDER Service Term. On-Net Service shall be provided by Comcast Business 6.2 Termination Charges for On-Net Services. Communications,LLC. A. In the event that On-Net Service is terminated On-Net Service provided over the HFC Network and Off- following Comcast's acceptance of the applicable Sales Order, but prior to the Service Commencement Date, Ethernet Dedicated Internet Services PSA Ver. 1.13 CPO tbE8 1 Customer shall pay Termination Charges equal to the costs Order is accepted by Comcast; (d) Customer reimburses and expenses incurred by Comcast in installing or preparing Comcast for any and all installation charges that were to install the On-Net Service plus twenty percent(20%). waived with respect to the Existing Service; and (e) Customer pays the actual costs incurred by Comcast in B. In the event that On-Net Service is terminated on installing and provisioning the Replacement Service. or following the Service Commencement Date but prior to the end of the applicable Service Term,Customer shall pay 6.5 Upgrades. Customer may upgrade the speed or Termination Charges equal to a percentage of the monthly capacity of an Existing Service without incurring recurring charges remaining for the unexpired portion of the Termination Charges, provided that: (a) the upgraded then-current Service Term,calculated as follows: Service (the "Upgraded Service") must assume the remaining Service Term of the Existing Service, but in no i. 100% of the monthly recurring charges with event less than twelve (12) months; (b) the Upgraded respect to months 1-12 of the Service Term;plus Service must have the same points of termination on ii. 80% of the monthly recurring charges with Comcast's network as the Existing Service; (c) Customer respect to months 13-24 of the Service Term;plus submits a Sales Order to Comcast for the Upgraded Service iii. 65% of the monthly recurring charges with and that Sales Order is accepted by Comcast; (d)Customer respect to months 25 through the end of the pays Comcast's applicable nonrecurring charges for the Service Term;plus upgrade; and (e) Customer agrees to pay the applicable iv. 100% of any remaining, unpaid Custom monthly recurring charges for the Upgraded Service Installation Fees. commencing with the upgrade. Upgrades to Off-Net Services are subject to the applicable third party service Termination Charges shall be immediately due and payable provider rules and availability.Comcast has no obligation to upon cancellation or termination and shall be in addition to upgrade Customer's Off-Net Service. any and all accrued and unpaid charges for the Service rendered by Comcast through the date of cancellation or 6.6 Off-Net Services. If Customer is receiving Off- termination. Net Services, Comcast shall, in its sole discretion, have the ability to(i)provide On-Net Services in lieu of such Off-Net C. Termination Charges for Off-Net Services. In Services and/or (ii) substitute the current Off-Net Services the event Customer terminates Off-Net Service following provider for an alternate Off-Net Services provider,each,at Comcast's acceptance of the applicable Sales Order but no additional cost to Customer; provided, however, that prior to the end of the applicable Service Term, Customer Comcast shall not make any changes to Customer's Off-Net shall pay Termination Charges equal to 100% of the Services provider that could, in Comcast's reasonable monthly recurring charges remaining through the end of the opinion, impair Customer's specific network design or Service Term plus 100%of any remaining, unpaid Custom provider attributes (e.g. diversity). Comcast shall use Installation Fees. Customer shall also pay any third-party commercially reasonable efforts to coordinate a mutually charges incurred by Comcast as a result of the early agreeable time with Customer to conduct any such changes. termination of Service by the Customer. ARTICLE 7. ADDITIONAL INFORMATION 6.3 Exclusions. Termination Charges shall not apply to Service terminated by Customer as a result of Comcast's As necessary for the interconnection of the Service with material and uncured breach in accordance with the General services provided by third parties,Comcast may request(as Terms and Conditions. applicable), and Customer will provide to Comcast, circuit facility assignment information, firm order commitment 6.4 Portability. Customer may terminate an existing information, and design layout records necessary to enable On-Net Service (an "Existing Service") and turn up a Comcast to make the necessary cross-connection between replacement On-Net Service (i.e., activate Service with the Service and Customer's other service provider(s). termination points on Comcast's network that are different Comcast may charge Customer nonrecurring and monthly than those of the Existing Service) (a "Replacement recurring cross-connect charges to make such connections. Service") without incurring Termination Charges with respect to the Existing Service, provided that: (a) the ARTICLE 8. TECHNICAL SPECIFICATIONS; Replacement Service must have a Service Term equal to or SERVICE LEVEL AGREEMENT greater than the remaining Service Term of the Existing Service,but in no event less than twelve(12)months;(b)the The technical specifications applicable to the Service are set Replacement Service must have monthly recurring charges forth in Schedule A-1 hereto ("Technical Specifications"). equal to or greater than the monthly recurring charges for the The service level agreement applicable to the Service is set Existing Service; (c) Customer submits a Sales Order to forth in a Schedule A-2 hereto and incorporated herein by Comcast for the Replacement Service within ninety (90) reference. days after termination of the Existing Service and that Sales Ethernet Dedicated Internet Services PSA Ver. 1.13 CAO & E8 COMCAST ENTERPRISE SERVICES PRODUCT-SPECIFIC ATTACHMENT ETHERNET DEDICATED INTERNET SERVICES SCHEDULE A-1 SERVICE DESCRIPTIONS AND TECHNICAL SPECIFICATIONS COMCAST ETHERNET DEDICATED INTERNET SERVICES AND OFF-NET DEDICATED INTERNET ACCESS Comcast's Ethernet Dedicated Internet Service and Off-Net Dedicated Internet Access will be provided in accordance with the service descriptions and technical specifications set forth below: A. Service Descriptions. Ethernet Dedicated Internet Service("EDI").EDI provides reliable,simple,and flexible access to the Internet.The Service is offered in the Ethernet User-to-Network Interfaces ("UNI") increments identified in Figure 1 below and is available in Committed Information Rate("CIR")speed increments starting at 1Mbps,subject to available capacity.The Service provides an Ethernet Virtual Connection("EVC")from the Customer Service Location to a Comcast Internet Point of Presence("POP") router. Off-Net Dedicated Internet Access ("Off-Net DIA"). Off-Net DIA provides reliable, simple, and flexible access to the Internet. The Service is offered in the UNI increments identified in Figure 1 below and is available in CIR speed increments starting at 1 Mbps, subject to availability. The Service provides an Internet connection from the Customer Service Location to an Off-Net Service provider POP router. B. Technical Specifications. 1. Ethernet User-to-Network Interface. The Service provides the bidirectional,full duplex transmission of untagged Ethernet frames using a standard IEEE 802.3 Ethernet interface(UNI)to attach to the Customer's router. Figure 1 lists the available UNI speed and their UNI Physical Interfaces,and available CIR bandwidth increments and Committed Burst Sizes (CBS).CIR increments of less than 10 Mbps are generally not available in conjunction with Off-Net Services. UNI UNI Physical CIR CBS Speed Interface Increments (bytes) 1 Mbps 25,000 100 Mbps 100BaseT 10 Mbps 250,000 •1 Gbps 1000Base T or 100 Mbps 2,500,000 1000BaseSX 1 OGBase SR or 10 Gbps 1 Gbps 25,000,000 i0GBase-LR 100 Gbps 100GBASE-LR4 10 Gbps 25,000,000 Figure 1:Available UNI interface types and CBS values for different CIR Increments 2. Traffic Management. Comcast's network traffic-policing policies restrict traffic flow to the subscribed, CIR. If the Customer-transmitted bandwidth rate exceeds the subscription rate CIR and CBS, Comcast will discard the non- conformant packets. The Customer's router must shape traffic to the contracted CIR.Traffic management policies associated with any Off-Net portions of Service will conform to the policies enforced by the third-party service provider. 3. Maximum Frame Size. The Service supports a maximum transmission unit ("MTU") frame size of 1518 bytes including Layer 2 Ethernet header and FCS. 4. Layer 2 Control Protocol("L2CP")Processing.All L2CP frames are discarded at the UNI. 5. IP Address Allocation. For EDI Services, IP address space is a finite resource that is an essential requirement for Ethernet Dedicated Internet Services PSA Ver. 1.13 CAO � 6E8 all Internet access services.Comcast assigns up to two(2)routable IP addresses to each customer circuit. Customer can obtain additional IP addresses if required based on American Registry for Internet Numbers("ARIN")guidelines and by completing an IP address request form; additional charges may apply. For Off-Net DIA, up to two (2) routable IP addressed will be assigned to each customer circuit. Additional IP addresses can be requested subject to Off-Net service provider availability; additional charges may apply. 6. Domain Name Service. Comcast provides primary and secondary Domain Name Service ("DNS"). DNS is the basic network service that translates host and domain names into corresponding IP addresses,and vice-versa. 7. Border Gateway Protocol ("BGP") Routing. Comcast supports BGP-4 routing("BGP-4")as an optional service feature. BGP-4 allows Customers to efficiently multi-home across multiple ISP networks. This optional service feature requires an Autonomous System Number(ASN)be assigned to a customer by the ARIN. Customers should also be proficient in BGP routing protocol to provision and maintain this optional service feature on their router. Additional information and requirements for BGP routing will be provided to the Customer upon request. Comcast supports private peering if the Customer is multi-homed only to Comcast's network. BGP routing for Off-Net DIA services is subject to Off-Net service provider terms& policies. 8. Monitoring,Technical Support and Maintenance A. Network Monitoring.Comcast monitors On-Net Service on a 24x7x365 basis. B. Technical Support. Comcast provides a toll-free trouble reporting telephone number to the Comcast Business Services Network Operations Center that operates on a 24x7x365 basis. Comcast provides technical support for Service-related inquiries. The Comcast Business Services Network Operations Center will not offer consulting or advice on issues relating to CPE or other equipment not provided by Comcast. i. Escalation.Reported troubles are escalated within the Comcast Business Services Network Operations Center to meet the response/restoration objectives described below (Response and Restoration Standards). Service issues are escalated within the Comcast Business Services Network Operations Center as follows:to a Supervisor at the end of the applicable objective time interval plus one(1)hour; to a Manager at the end of the applicable objective time interval plus two(2)hours,and to a Director at the end of the applicable objective time interval plus four(4)hours. ii. Maintenance. Comcast's standard maintenance window for On-Net Services is Sunday to Saturday from 12:00am to 6:00am local time. Scheduled maintenance for On-Net Services is performed during the maintenance window and will be coordinated between Comcast and the Customer. Comcast provides a minimum of seven (7) days' notice for On-Net Service impacting planned maintenance. Emergency maintenance is performed as needed without advance notice to Customer. Maintenance for Off-Net Services shall be performed in accordance with the applicable third party service provider rules. Therefore,maintenance for Off-Net Service may be performed without advance notice to Customer. C. Comcast Equipment. Comcast provides certain Comcast Equipment for provisioning its Services and the delivery of the UNI, which will reside on the Customer-side of the Demarcation Point. Comcast will retain ownership and management responsibility for this Comcast Equipment. This Comcast Equipment must only be used for receipt of the Services.Customers are required to shape their egress traffic to the Committed Information Rate (CIR) identified in the Sales Order. Comcast will be excused from paying SLA credits, as set forth in Schedule A-2,if the Service Interruption is the result of Customer's failure to shape their traffic to the contracted CIR or utilizing Comcast Equipment for non-Comcast provided Services. Ethernet Dedicated Internet Services PSA Ver. 1.13 CAO { 6E8 9. Response and Restoration Standards Comcast has the following response and restoration objectives: CATEGORY OBJECTIVE MEASUREMENT REMEDIES Mean Time to Respond Escalation Telephonically to Call 15 minutes Averaged over one Month p y (see above) Mean Time to Restore 4 hours Averaged over one Month Escalation On-Net Comcast Equipment (see above) Mean Time to Restore 4 hours Averaged over one Month Escalation Off-Net Equipment (see above) Mean Time to Restore 6 hours Averaged over one Month Escalation On-Net Services (see above) Mean Time to Restore 6 hours Averaged over one Month Escalation Off-Net Services (see above) Customer shall bear any expense incurred,e.g.,dispatch/labor costs,where a Service Interruption is found to be the fault of Customer, its end users,agents,representatives or third-party suppliers. Ethernet Dedicated Internet Services PSA Ver. 1.13 CAO l6E8 COMCAST ENTERPRISE SERVICES PRODUCT-SPECIFIC ATTACHMENT ETHERNET DEDICATED INTERNET SERVICES SCHEDULE A-2 SERVICE LEVEL AGREEMENT Comcast's Ethernet Dedicated Internet Service and Off-Net Dedicated Internet Access are backed by the following Service Level Agreement("SLA"): A. Definitions Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Ethernet Dedicated Internet Services PSA or the General Terms and Conditions. "Planned Service Interruption"means any Service Interruption caused by planned work such as scheduled maintenance or planned enhancements or upgrades to the network. "Service Interruption"means an interruption in transmission that renders the Service unusable due to a total loss of signal for the Service.The Service shall be"Available"in the absence of a Service Interruption. B. Service Level A&reements Comcast's liability, and Customer's sole remedy for Service Interruptions, and errors, omissions, interruptions, delays, outages, or defects in transmission or switching of any Service(individually or collectively, "Liability"), shall be limited to the amounts set forth in the Tables below with the stated percentages to be applied against the MRC (as defined below) associated with the impacted portion of the Service set forth in the Sales Order("Availability Credit"). For the purposes of calculating credit for a Service Interruption, the "Length of Service Interruption" begins when the Customer reports such Service Interruption and a trouble ticket is opened,and concludes upon the closing of the same trouble ticket or, if sooner,the termination of the Service Interruption less any time Comcast is awaiting additional information or premises testing from the Customer. In no event shall the total amount of Availability Credit issued to Customer's account on a per-month basis exceed 50%of the total monthly recurring charge("MRC")associated with the impacted portion of the Service set forth in the Sales Order.The Length of Service Interruptions for separately occurring Service Interruptions will not be aggregated for purposes of determining Availability Credit allowances.To qualify,Customer must request the Availability Credit from Comcast within thirty (30) days of the beginning of the Service Interruption. Comcast shall not incur any Liability, including Availability Credit, for any failure of the Services caused by force majeure events, Planned Service Interruptions, Customer actions, omission or equipment,CPE,or any other items set forth in the"Exceptions to Credit Allowances"section below. TABLE 1: Availability SLA for Services provided over On-Net or Off-Net Fiber(99.99%Availability) Length of Service Interruption: Amount of Credit: Less than 4 minutes None At least 4 minutes but less than 4 hours 5%of Total MRC At least 4 hours but less than 8 hours 10%of Total MRC At least 8 hours but less than 12 hours 20%of Total MRC At least 12 hours but less than 16 hours 30%of Total MRC At least 16 hours but less than 24 hours 40%of Total MRC At least 24 hours or greater 50%of Total MRC Ethernet Dedicated Internet Services PSA Ver. 1.13 CAO 16E8 TABLE 2:Availability SLA for Services provided over On-Net HFC or Off-Net Non-Fiber(99.9%Availability) Length of Service Interruption: Amount of Credit: Less than 40 minutes None At least 40 minutes but less than 4 hours 5%of Total MRC At least 4 hours but less than 8 hours 10%of Total MRC At least 8 hours but less than 12 hours 20%of Total MRC At least 12 hours but less than 16 hours 30%of Total MRC At least 16 hours but less than 24 hours 40%of Total MRC At least 24 hours or greater 50%of Total MRC THE TOTAL CREDIT ALLOWANCES PER CALENDAR MONTH IS CAPPED AT 50%of THAT MONTH'S MRC FOR THE INTERRUPTED PORTIONS OF SERVICE. SEPARATELY OCCURRING SERVICE INTERRUPTIONS ARE NOT AGGREGATED FOR THE PURPOSES OF DETERMINING CREDIT ALLOWANCES. C. Exceptions and Terms Applicable to All SLAs Emergency Blocking The parties agree that if either party hereto, in its reasonable and sole discretion, determines that an emergency action is necessary to protect its own network, the party may, after engaging in reasonable and good faith efforts to notify the other party of the need to block,block any transmission path over its network by the other party where transmissions do not meet material standard industry requirements. The parties further agree that none of their respective obligations to one another under the Agreement will be affected by any such blockage except that the party affected by such blockage will be relieved of all obligations to make payments for charges relating to the circuit(s)which is so blocked and that no party will have any obligation to the other party for any claim,judgment or liability resulting from such blockage. Remedy Processes All claims and rights arising under this Service Level Agreement must be exercised by Customer in writing within thirty(30) days of the event that gave rise to the claim or right. The Customer must submit the following information to the Customer's Comcast account representative with any and all claims for credit allowances: (a)Organization name; (b) Customer account number; and (c) basis of credit allowance claim (including date and time, if applicable). Comcast will acknowledge and review all claims promptly and will inform the Customer by electronic mail or other correspondence whether a credit allowance will be issued or the claim rejected,with the reasons specified for the rejection. Exceptions to Credit Allowances A Service Interruption shall not qualify for the remedies set forth herein if such Service Interruption is related to, associated with, or caused by: scheduled maintenance events; Customer actions or inactions; Customer-provided power or equipment; any third party not contracted through Comcast, including, without limitation, Customer's users, third-party network providers, any power, equipment or services provided by third parties; or an event of force majeure as defined in the Agreement. Other Limitations The remedies set forth in this Service Level Agreement shall be Customer's sole and exclusive remedies for any Service Interruption, Liability, outage, unavailability, delay, or other degradation, or any Comcast failure to meet the service objectives. Ethernet Dedicated Internet Services PSA Ver. 1.13 CAO Amendment No.FL-15206533-JAmbr/A1 1 6 E. 8 FIRST AMENDMENT to Comcast Enterprise Services Master Services Agreement No.FL-15206533-JAmbr This First Amendment("Amendment")is concurrently entered into on June 13,2023 ("Effective Date") in conjunction with the Comcast Enterprise Services Master Services Agreement No.FL-15206533-JAmbr ("Agreement") by and between Comcast Cable Communications Management, LLC ("Comcast") and Collier County Government and Subsidiaries("Customer"), individually referred to herein as"Party"and jointly referred to as "Parties". In the event of an explicit conflict between this Amendment and the Agreement,the terms and conditions of this Amendment shall take precedence in the interpretation of the explicit matter in question.Unless otherwise set forth herein,all capitalized terms set forth herein shall have the same meaning as set forth in the Agreement. Whereas,the Parties desire to amend the Agreement by this writing to reflect the amended or additional terms and conditions to which the Parties have agreed to; Now, therefore, in consideration of the mutual covenants, promises, and consideration set forth in this Amendment,the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows: 1. Article 6.2 of the Comcast Enterprise Services General Terms and Conditions ("General Terms and Conditions")is hereby modified to read as follows: "Customer's Indemnification Obligations. To the extent not prohibited by law, subject to Section 5.1(B), Customer shall indemnify, defend, and hold harmless Comcast and its agents, suppliers, and licensors from any and all Claims arising on account of or in connection with Customer's and its users' use or sharing of the Service provided under the Agreement, including with respect to: (i) any content received or distributed by Customer or its users through the Service; (ii) libel, infringement of copyright,or unauthorized use of trademark,trade name,or service mark arising out of communications via the Service; (iii) for patent infringement arising from Customer's combining or connection of Customer-Provided Equipment to use the Service; and (iv) for damage arising out of the gross negligence or willful misconduct of Customer. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes, Section 708.28." 2. Article 7.1 of the General Terms and Conditions is hereby modified to read as follows: "Disclosure and Use. All Confidential Information disclosed by either party shall, during the term of the Agreement and for two(2)years after the expiration or termination thereof(or such longer period as may be required by law), not be disclosed to any third party without the disclosing party's express written consent. Notwithstanding the foregoing,such information may be disclosed(A)to the receiving party's employees,affiliates,and agents who have a need to know for the purpose of performing under this Agreement,using the Services,and rendering the Services(provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees,affiliates,and agents designed to protect against unauthorized use or disclosure) or (B) as otherwise authorized by this Agreement. Each party's confidentiality obligations hereunder shall not apply to information that: (A) is already known to the receiving party without a pre-existing restriction as to disclosure; (B) is or becomes publicly available without fault of the receiving party;(C)is rightfully obtained by the receiving party from a third party without restriction as to disclosure or is approved for release by written authorization of the disclosing party; or (D) is developed independently by the receiving party without use of the disclosing party's Confidential Information. Each party agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information,but in no case using less than a reasonable degree of care.If either party is required to disclose Confidential Information pursuant to a judicial order or other compulsion of law,including pursuant to Florida Public Records laws,Chapter Comcast Cable Communications Management,LLC KA Page 1 CAO 6E Amendment No.FL-15206533-JAmbr/A 1 119, Florida Statutes such party shall be permitted to make such disclosure provided that it: (a) limits the disclosure to only that information which is required to be disclosed by such order or legal requirement, (b) if permitted, provides the disclosing party with prompt notice of such order or legal requirement,and(c)reasonably assists the disclosing party in obtaining a protective order,if requested and at the disclosing party's expense." 3. Article 9.9 of the General Terms and Conditions is hereby modified to read as follows: Choice of Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida without regard to its conflict of laws principles. Any claim or controversy arising out of or relating to this Agreement shall be brought exclusively in federal or state court located in Collier County, Florida and the parties hereby consent to personal jurisdiction and venue in such court.Both parties hereby waive any right to a trial by jury. 4. Article 9.12 of the General Terms and Conditions is hereby added to read as follows: The Parties acknowledge and agree that all provisions of the Florida Public Records Law,Chapter 119, Florida Statutes,are and shall be binding and enforced at all times with regard to all action and activities under this Agreement. If by providing Services pursuant to the Agreement, Comcast is a contractor as defined by Section 119.0701,Florida Statutes,Comcast shall: A. Keep and maintain public records required by Customer to perform the Services. B. Upon request of Customer's custodian of public records, provide Customer with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at the cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. C. Ensure that public records that are exempt, or confidential and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the term of the Agreement and following completion of the Agreement if Comcast does not transfer the records to Customer. D. Upon natural expiration or termination of the Agreement,Comcast shall transfer to Customer,at no cost, all public records in possession of Comcast or keep and maintain public records required by Customer to perform the Services. If Comcast transfers all public records to Customer upon termination or expiration of the Agreement, Comcast shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Comcast keeps and maintains public records upon completion of this Agreement,Comcast shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Customer upon request from Customer's custodian of public records, in a format that is compatible with the information technology systems of Customer. IF COMCAST HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO COMCAST'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Collier County Government and Subsidiaries 3299 Tamiami Trail Suite 600 Naples,FL 34112 Comcast Cable Communications Management,LLC KA Page 2 NC) i6E8 Amendment No.FL-I 5206533-JAmbr/A I 5. Article 6.2(A) of the Comcast Enterprise Services Product-Specific Attachment Ethernet Dedicated Internet Services("EDi PSA")is hereby modified to read as follows: A. In the event that On-Net Service is terminated following Comcast's acceptance of the applicable Sales Order, but prior to the Service Commencement Date, Customer shall pay'Termination Charges equal to the costs and expenses incurred by Comcast in installing or preparing to install the On-Net Service plus ten percent(10%). 6• Article 6.2(B)of the Comcast Enterprise Services General Terms and Conditions("General Terms and Conditions")is hereby modified to read as follows: B. In the event that On-Net Service is terminated on or following the Service Commencement Date but prior to the end of the applicable Service Term, Customer shall pay Termination Charges equal to a percentage of the monthly recurring charges remaining for the unexpired portion of the then-current Service Term,calculated as follows: i. 100%of the monthly recurring charges with respect to months 1-12 of the Service Term;plus ii. 70%of the monthly recurring charges with respect to months 13-24 of the Service Term;plus iii. 55% of the monthly recurring charges with respect to months 25 through the end of the Service Term;plus iv. 100%of any remaining,unpaid Custom Installation Fees. Termination Charges shall be immediately due and payable upon cancellation or termination and shall be in addition to any and all accrued and unpaid charges for the Service rendered by Comcast through the date of cancellation or termination. 7. In the event of an explicit conflict between this Amendment and the Agreement, the terms and conditions of this Amendment shall take precedence in the interpretation of the explicit matter in question. 8. Except as expressly modified by this Amendment, all other terms and conditions set forth in the Agreement shall remain in full force and effect and are hereby ratified and confirmed by the Parties. iN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the day and year written below and the persons signing covenant and warrant that they are duly authorized to sign for and on behalf of the respective Parties. Except as otherwise modified by this An ndment,all other terms and conditions set forth in the Agreement shall remain in full force and effect. Collier County_C erne {l � yr 'cries Comcast Cable Communications Ma{ n nt, I l C .Signature: -' Signature: Printed Name__ jit,E7 Dr441-0 Printed Name: rariW.E7fa AEU.- Title: Chcirmatei, Title: OVEs Date: q f tz./z Date: ATTST., CRYSTAL,E<_ .217:4 C ERK Deputy Clerk • Attest as to'' eirman°s c'r t�attlr$O* Comcast Cable Communications Management,LLC KA Pug • Ap as to f legality 291/ AO Scott R. ,Dep County Attorney -