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HomeMy WebLinkAboutResolutions - 2022.08.17 - 37535t, • BOARD OF COMMISSIONERS August 17, 2022 MISCELLANEOUS RESOLUTION #22-286 Sponsored By: Gwen Markham Information Technology - Contract Extend Contract #009727 with Windstream Holdings 2 for Coloration Services Chairperson and Members of the Board: WHEREAS the Department of Information Technology is entering into a one (1) year contract extension with Windstream Holdings 2 to maintain colorations services at the Farmington Hills Data Center while a Request for Proposal (RFP) is sent out to competitively bid future services in this area; and WHEREAS the Purchasing Terms and Conditions state in Section 2100.6 Duration of Contracts and under Procedure states "The Board of Commissioners shall approve contracts beyond five years"; and WHEREAS the current contract expires on 12/311/2022 and will be amended for the period from 1 / l/2023 to 12/31/2023. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the extension of Contract #009727 with Windstream Holdings 2 for the period January 1, 2023 — December 31, 2023 with an option to extend for 12 more months, if required; and BE IT FURTHER RESOLVED a budget amendment is not required at this time, Chairperson, the following Commissioners are sponsoring the foregoing Resolution: Gwen Markham. 6z,., d Date: August 17, 2022 David Woodward, Commissioner "^'• Date: August 18, 2022 Hilarie Chambers, Deputy County Executive 11 FJ Date: August 19, 2022 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2022-08-10 Finance - recommend to Board 2022-08-17 Full Board VOTE TRACKING Motioned by Commissioner Charles Cavell seconded by Conuuissioner Michael Gingell to adopt the attached Contract: Extend Contract #009727 with Windstream Holdings 2 for C olocation Services. Yes: David Woodward, Michael Gingell, Michael Spisz. Karen Joliat, Kristen Nelson, Eileen KowaIl, Christine Long, Philip Weipert, Gwen Markham, Angela Powell, Thomas Kuhn. Chuck Moss, Marcia Gershenson, Yolanda Smith Charles, Charles Cavell. Penny Luebs. Janet Jackson, Gary McGillivray, Robert Hoffman, Adam Koelienderfer (20) No: None (0) Abstain: None (0) Absent: (0) Passed ATTACHMENTS 1. Oakland Cry TDM Extension to 2023 2. 004315_10x - signed 3. Windstreamn 004315 CO O1 4. Windstream 004315 C'O_02 5. Windstream 004315_CO_03 6, Windstream 004315 C'O 04 7. Windstream 004315_C'O_05 8. Windstream 004315 CO_06 9. Windstreamn 004315_CO_07 (2) 10. Wilidstreani 004315 CO_08 11. Windstream 004315 CO 09 12, Windstream 4315 STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a nue and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on August 17, 2022. with the original record thereof now remaining in my office, In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac, Michigan on Wednesday, August 17. 2022. i Lisa Brown, Oakland C'omrm Clerk ;Register of Deeds Offer: 204961161-CUSTOMSPECIAL-M U L-OTC-20220603 THIS ADDENDUM ("Addendum") is entered into between the Windstream entity that appears on your bill ("WIN") and COUNTY OF OAKLAND ("Customer") and amends the Service Terms and Conditions (collectively along with this Addendum, the "Agreement") entered between WIN and Customer. Undefined capitalized terms used herein shall have the meanings ascribed in the Service Terms and Conditions. The Agreement shall be deemed amended as follows: 1. Renewal Term: Pricing. The Customer has one or more portions of Service(s) scheduled to become out of term or are currently out of term, and due to this state, WIN has or may be scheduled to remove any discounts and reoccurring credits in place and move the Customer to a month -to -month term with an increase above tariffed base rates. In exchange for a new renewal ("Renewal Term"), WIN agrees to leave the pricing for the Services as it was during the May 2022 billing cycle. Historic billing can be viewed online via the Customer Portal. For the avoidance of doubt, WIN's agreement to leave pricing as it was during the billing cycle does not constitute a rate lock for the Renewal Term or subsequent renewal or automatic renewal terms, as applicable. WIN reserves the right to increase rates in accordance with Section 2 of the Service Terms and Conditions. 2. Please check the box to select the Renewal Term: 16 month Renewal Term 3. Impacted Accounts. This Renewal Term applie's to all the billing account number(s) listed below. All accounts will be updated to a coterminous contract end date, regardless of current individual contract end dates. Please note that service descriptions on the Customer bill(s) will change. Account Number(s): See Attachment A 4. Early Termination Liability. If Customer terminates the Agreement after commencement of the Renewal Term for any reason other than for cause, Customer shall incur liability for early termination as set forth in the Agreement, as well as the full amount of any applicable credit(s), should they apply. 5. Anolicable Terms and Conditions. The Service Terms and Conditions, which can be accessed at: httas://www.windstreamenterorise.com/legal/service-terms-and-conditions/ shall apply and govern the provision of Services during the term of this Agreement and any subsequent service term, including how these terms may change in the future. To the extent there is a conflict between these incorporated terms and the terms of this Addendum, the terms of this Addendum shall control. 6, Miscellaneous. Any changes to the Agreement necessary to conform the Agreement to this Addendum are hereby deemed to be made with the understanding that should the Customer have any disconnect, conversion or account change(s) in process, WIN reserves the right to negate this Agreement or if it was generated in error or based on faulty data. This Addendum supersedes and replaces all prior and contemporaneous agreements, terms and conditions, discussions and understandings, whether written or oral, concerning the subject matter hereof, with the understanding, this Addendum does not modify any terms and conditions that exist in the original Agreement in respect to rate adjustments. Handwritten modifications to this Addendum are not binding on either WIN or Customer. This Addendum is not effective until executed by an authorized representative of each party. This Renewal Agreement offer will expire in seven (7) calendar days from the date issued and will not be accepted after that time. Page 1 of 3 © 2022 Wind stream Intellectual Property Services, U-C. IN WITNESS WHEREOF, WIN and Customer have executed this Addendum by their duly authorized representatives, on the day and year indicated below. Customer: Address: Customer Authorized Signature Print Name/Title Date Windstream Acceptance Print Name/Title Date Confidential and Proprietary Rev Date: 2022-02-03 Extension Date: 2022-06-06 Page 2 of 3 © 2022 Windstream Intellectual Property Services, LLC. Attachment A Billing Account Number I Location Number Location Name 633445187001 633445187001 OAKLAND COUNTY TELCOM 633445187001 639234132001 OAKLAND COUNTY TELECOM 633445187001 639234132003• 1 OAKLAND COUNTY Page 3 of 3 © 2022 Windstream Intellectual Property Services, LLC. COAKLANDF- COUNTY MICHIGAN PURCHASING Information Technology OAKLAND COUNTY EXECUTIVE DAVID COULTER AMENDMENT OF CONTRACT 004315 AMENDMENT 10x AMENDMENT DATE: June 22, 2022 Purchasing (248) 858-0511 1 purchasing@oakgov.com WKP This AMENDMENT OF CONTRACT (hereafter this ",Amendment') is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR Windstream Corporation Vendor Number: 17571 ADDRESS 4001 North Rodney Parham Rd Little Rock AR 72212 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Due to vendor name and tax ID number change, Oakland County is issuing a new contract number to Windstream Holdings II LLC The old contract number 004315 will be replaced by 009727 The old vendor number 17571 will be replaced by 29706 Vendor name changed from Windstream Corporation to Windstream Holdings II LLC. AMENDMENT OF CONTRACT 004315 Page 1 Rev 2022/05/11 oAKLANDYP COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE DAVID COULTER PURCHASING Purchasing (248) 858-0511 1 purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: CLA SIGN / DATE: :7U/1!%616tdar bimns Wddoc Uun ", n" "", ED II Windstream Corporation SIGN / DATE: 54&Ef M Scull IJ, Girz y (Jun 22, 20FIS UO CD I ) Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 004315 PagE 2 Rev 2022105/11 DocuSign Envelope ID 81300D697-632D-450D-13113-88355FDF6A08 t'�. COUNTY MICHIGAN IT L, BROOKS PATTERSON - OAKLAND COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING AMENDMENT / CHANGE ORDER OF CONTRACT 004315 AMENDMENT 01 AMENDMENT DATE: March 25, 2015 m= This AMENDMENT / CHANGE ORDER OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328, CONTRACTOR I ADDRESS Windstream 30800 Telegraph Rd Ste 4775 Bingham Farms MI 48025 Vendor Number: 17571 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms, and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change. Add the following contract item as described below. Modify the minimum monthly fee from $14,467.00 to $16,247.00 for addition of new service. AMENDMENT CHANGE ORDER OF CONTRACT 004315 Page 1 Rev 2012 11,21 DocuSlgn Envelope ID, 8BOOD697-632D-450q-B113-88355FDF6AO8 tr® LA1 M COUNTY MICHIGAN L BROOKS PATTERSON - OAKLAND COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. FOR THE COUNTY OF OAKLAND: SIGN:. Pamela L. Weipert, CPA, IA Compliance Officer ❑i Scott N. Guzzy, CPPO, MBA Purchasing Administrator DATE: CmC FOR THE CONTRACTOR: SIGN: Windstream Print Name Title Email Andress DATE: �i OaouSIgned by: l d`. �-54NWCFEUE404. AMENDMENT / CHANGE, ORDER OF CONTRACT 004315 Page 2 Rev 2012,11 21 DocuSign Envelope ID. 8BOOD697-632D-450D-B113-66355FDF6A06 windstream® smart solutions. personalized service. Amendment to Agreement (Existing Service Location) This amendment ("Amendment") is made as of this 12 day of March', 2015, to the Service Agreement bearing an Effective Date of March 12, 2015 (the "Agreement"), by and between Oakland County ("Customer") and the Windstream legal entit(ies) providing the Services to Customer, as identified on Customer's bill ("windstream"). A. Windstream and Customer hereby agree to amend the Agreement to: [check all that apply]. i. Reconfigure services at the existing Service location, as follows: change channel assignments between voice/data [describe change and associated charges]; change facility from one type to another (e.g., Techpath to PRI) [describe change and associated charges]; change router equipment from one type to another [describe change and associated charges]: ii. Add an additional facility at the existing Service location (describe): iii. XX Add a new Service to existing location (describe): updated power design iv, XX Modify the Minimum Monthly Fee from 14,467.00. to 16,247.00 effective as of the first full bill- ing cycle following installation/disconnection of the changed Service(s), V. Modify the Term of the Agreement to end as of vi. Relocate the Service location from to There will be a one time non -recurring charge to Customer to relocate the facility(ies) and/or service(s) in connection with this relocation in the amount of $ B. Attachment A to this Amendment, Quote # which is incorporated by reference, sets forth the rates and other terms and conditions to apply to the additional facilities and/or Services ordered hereunder. C. Except as modified by this Amendment, the terms and conditions set forth in the Agreement remain unchanged. D. This document may only be used for moves, adds, or changes. Under no circumstances, may Customer receive a credit of any kind through execution of this document, IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their duly authorized representa- tive, to be effective as of the date first above written, 0 /3 f—� q rvg Gd V tl) 1TY' j WINDSTREAM 0ocuaigneE by BY: /L� l WO r BY; �I�1., / f. NAME: ScottN. Guzzy NAME; `54846DGFEEYE404. TITLE: Purchasing Administrator TITLE: DATE: 03/25/2015 DATE: Page I of 2 version 7.2014 DocuSign Envelope lD'8BOOD697.632D-450D-B113-88355FDF6A08 Attachment A to Amendment Rates for the new facilities and/or Services only. The Rate Schedule attached hereto (if applicable) sets forth the rates that will apply to the services added pursuant to this Amendment: Design based on requirements Circuit Description Qty 30 amp - 208 V - Single 18 $ , 20 amp - 208 V - Single 18 $ Total $ Increase Contract price Total 300.00 $ 5,400.00 140.00 $ 2,520.00 7,920.00 1,780.00 Amendment for contract number 004315 This project will bill incrementally as Oakland County accepts and occupies each individual cabinet. Oaldand County will not begin to incur shortfall charges for failure to meet the Minimum Monthly Fee until implementation of all nine (9) cabinets is complete. Page 2 of 2 version 7.2014 COAKLANDR L. BROOKS PATTERSON - OAKLAND COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING COUNTY MICHIGAN IT RLB AMENDMENT l CHANGE ORDER OF CONTRACT 004315 AMENDMENT DATE: May 12, 2016 This AMENDMENT / CHANGE ORDER OF CONTRACT (hereafter this "Amendment') is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR ADDRESS Windstream Corporation 30800 Telegraph Rd Ste 4775 Bingham Farms, MI 48025 Vendor Number: 17571 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby ag'rees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Add the following contract item as described below: Oakland County agrees to a one-time'charge of $1,950.00, to support cabinet modifications at Windstream Switch Facility located at 233629 Industrial Park Drive Farmington Hills, MI 48335. As requested, 2 (two) Techs per maintenance window hours - 8 hours, minimum billing @ $1,950.00. AMENDMENT / CHANGE ORDER OF CONTRACT 004315 Pagel Rev 2012.11.21 IrD CO U NTY M I C H I G AN L. BROOKS PATTERSON - OAKLAND COUNTY EXECUTIVE OAKLAND COUNTY PURCHASING For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. FOR THE COUNTY OF OAKLAND SIGN: .1111 1 ,1116) cj b Pamela L. Weipert, CPA CIA Compliance Officer C0]i Scott N. Guzzy, CPPO, MBA Purchasing Administrator FOR THE CONTRACTOR: Signature: 2)av'oC 7• nr nd a wnat.gi��,� m, 2n u,) Email: david.white2@windstream.com Windstream Corporation AMENDMENT / CHANGE ORDER OF CONTRACT 004315 Page 2 Rev 2012.11.21 windstream® Manual Amendment to Agreement (Existing Service Location) This amendment ("Amendment") is made as of this 6th, day of May , 2016, to the Service Agreement bearing an Effective Date of 12/31/2014 (the "Agreement"), by and between County of Oakland ("Customer") and the Windstream legal entit(ies) providing the Services to Customer, as identified on Customer's bill ("Windstream"). A. Windstream and Customer hereby agree to amend the Agreement to: [check all that apply]. Reconfigure services at the existing, Service location, as follows: change, channel assignments between voice/data [describe change and associated charges]: change facility from one type to another (e.g., Techpath to PR1) [describe change and associated charges]: change rooter equipment from one type to another [describe change and associated charges]: Add an additional facility at the existing Service location (describe): iii. Add a new Service to existing location (describe): iv. Modify the Term of the Agreement to end as of V. X Relocate the Service location from Please see below description to Please see below description. There will be a one time non -recurring charge to Customer to relocate the facility(ies) and/or service(s) in connection with this relocation in the amount of $1950.00. B. Attachment A to this Amendment, Quote #Please see below description which is incorporated by reference, sets forth the rates and other terms and conditions to apply to the additional facilities and/or Services ordered hereunder. C. Except as modified by this Amendment, the terms and conditions set forth in the Agreement remain unchanged. D. This document may only be used for moves, adds, or changes. Under no circumstances, may Customer receive a credit of any kind through execution of this document. Paget of 3 version 2.2 2015 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their duly authorized representa- tive, to be effective as of the date first above written. OAKLAND COUNTY GOVERNMENT WINDSTREAM Signature: W. Were Dovltl J. VJi, tx Jun 10. 2OIG) BY: it" N,c.� ((, o1G Email: david.white2@windstream.com NAME: Scott Guzzv NAME: David White TITLE: TITLE: DATE: DATE: Page 2 of 3 version 2.2.2015 Attachment A to Amendment Rates for the new facilities and/or Services only. The Rate Schedule attached hereto (if applicable) sets forth the rates that will apply to the services added pursuant to this Amendment: Oakland County agrees to,a one time charge of $1,950.00 To support cabinent modifications at Wind - stream Switch Facility located at 23629 Industrial Park Drive Farmington Hills, MI 48335 as requested (2) Techs per maintenance windows hours - 8 hours — minimum billing $1950.00 Page 3 of 3 version 2.2.2015 OA "- p OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U NTY M I C H I GAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com IT RLB AMENDMENT OF CONTRACT 004315 AMENDMENT 03 AMENDMENT DATE: August 24, 2017 This AMENDMENT OF CONTRACT (hereafter this "Amendment') is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR ADDRESS Windstream Corporation 30800 Telegraph Rd Ste 4775 Vendor Number: 17571 Bingham Farms, MI 48025 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and, throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Add the following contract item as described below. Colo Buildout Project work detailed in amendment $17,346.00 AMENDMENT OF CONTRACT 004315 Page 1 Rev 2015/12/02fv2) 4O'AKL OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office ( Purchasing PURCHASING 248.858.0511 1 purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: cmk SIGN / DATE:Mlke CeMlrlr/ IJ I Mr Cob.A;Fi (Ag25,:017) Windstream Corporation SIGN / DATE: S6&t'E-M- Awry Srnt u. a� y;4" Pamela L. Weipert, CPA CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 004315 Page 2 Rev 2015/12/02(v2) wndstream. communications Manual Amendment to Agreement This Amendment ("Amendment") is made as of this 22nd day of August, 2017, to the Service Agreement bearing an Effective Date of 3/12/2015. (and any subsequent Amendments and/or Addenda) by and between Oakland County ("Customer") and the Windstream legal entity(ies) providing the Services to Customer, as identified on Customer's bill ("Wind stream"). A. Windstream and Customer hereby agree to'amend the Agreement as follows for Customer's Services with Windstream at 23629 Industrial Park Drive, Farmington Hills MI 48335. B. Windstream agrees to provide the following Colo buildout Project work, per the listed detailed specifications and Non -Recurring Charges ("NRCs"), to be billed to Customer upon completion of work. Project #1 Fence surrounding the Oakland County Colo POD & Dress power cables above cabinets — NRC Charae $13.486.00 12'-6" X 10'-6" Four Wall Caae • 4-5.25" High •-12'-2" x 10'-2" Inside Dimensions • -V x 2" Mesh Openings • -Panels are Framed in 1-1/4" x 1-1/4" x 1/8" Steel Angle w/ 10 Gauge Mesh • -3' Wide x 8' High Sliding Gate w/ Key Lock on Both 10' Sides • -Double 6' Wide x 8' High Sliding Gate w/ Key Lock on Both 12' Sides Proiect #2 CJIS compliance badge activated and tracked key access box — NRC Charae $3.860.00 • 1OX10X5-inch security locker • Windstream Card reader security • Installation and system integration Total NRC to Oakland Countv - $17.346.00 C. Except as modified by this Amendment, the terms and conditions set forth in the Agreement remain unchanged. D. This document may only be used for moves, additions or changes. Under no circumstances may Customer receive a credit of any kind through execution of this document. Page 1 of 2 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their duly authorized representative, to be effective as of the date first above written. Oakland County (Customer) AUTHORIZED REP, (PRINTED NAME): SIGNATURE: TITLE: BIAA Windstream (and its affiliates) AUTHORIZED REP. (PRINTED NAME): SIGNATURE: TITLE: DATE: Page 2 of 2 40'AKLANDF—;OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C O U NTY M I C H I GAN COMPLIANCE OFFICE Compliance Office i Purchasing PURCHASING 248.858-0511 1 purchasing@oakgov.com IT RLB AMENDMENT OF CONTRACT 004315 IF_1i0Ti1#017Iil4kq 111191r, AMENDMENT DATE: November 15, 2017 This AMENDMENT OF CONTRACT (hereafter this "Amendment') is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR ADDRESS Windstream Corporation 30800 Telegraph Rd Ste 4775 Vendor Number: 17571 Bingham Farms, MI 48025 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract'and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Extend the contract expiration date from 12/31/2017 to 12/21/2018 AMENDMENT OF CONTRACT 004315 Page 1 Rev 2015/12/02(v2) 40'AKLAND OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON C 0 U N T Y M I C H I G A N COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: cjs SIGN / DATE: �G�jGCe�CebrI�r/ Windstream Corporation SIGN / DATE: SIN �cczzy ;con u, c,"�, in`oa n,, ao:fl Pamela L. Weipert, CPA CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 004315 Page 2 Rev 2015/12/02(v2) 4O'AKLAN y ° OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office i Purchasing PURCHASING 248.858.0511 1 purchasing@oakgov.com IT RLB AMENDMENT OF CONTRACT 004315 F-Al614ki1111!,140 �tFi AMENDMENT DATE: November 27, 2018 This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County') whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR Windstream Corporation Vendor Number: 17571 ADDRESS 30800 Telegraph Rd Ste 4775 Bingham Farms, MI 48025 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered.by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Extend the contract expiration date from 12/31/2018 to 12/31/2019 AMENDMENT OF CONTRACT 004315 Page 1 Rev 2015/12/02fv21 ��44/ 11� w OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON CO U NTY M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: aec SIGN / DATE: Urian L�blonsV i!4uv N, NIP.J Windstream Corporation SIGN / DATE: fc111 ' AW1 Scott lV o.rzzy lNuv ]9,?0 ') Pamela L. Weipert, CPA CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 004315 Page 2 Rev 2015/12/02(v2) MOAKLANI C O U N T Y M I C H I G AN OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 ( purchasing@oakgov.com IT RLB AMENDMENT OF CONTRACT 004315 AMENDMENT06 AMENDMENT DATE: July 31, 2019 This AMENDMENT OF CONTRACT (hereafter this "Amendment') is made and entered into by and between the Contractor named and identified below, (hereafter, "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328, CONTRACTOR Windstream Corporation Vendor Number: 17571 ADDRESS 30800 Telegraph Rd Ste. 4775 Bingham Farms, MI 48025 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. , 3.0 Description of Change: Add $2,000.00 to the contract Not to Exceed (NTE) amount. The contract NTE will change from $590,000.00 to $592,000.00 AMENDMENT OF CONTRACT 004315 'Page 1 Rev 2015/12/02(v2) COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON Compliance Office I Purchasing 248.858-0511 1 purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and ,this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: cjs b`i e IMIM'rlri SIGN / DATE: 11,, i,i,i, kk n,,,;, 201,i Windstream Corporation SIGN / DATE: s«,,,, Pamela L. Weipert, CPA CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 004315 Page 2 Rev 2015/12/02(v2) 46AKLANOT COUNTY MICHIGAN OAKLAND COUNTY EXECUTIVE, DAVID COULTER COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com IT RLB AMENDMENT OF CONTRACT 004315 AMENDMENT 07 AMENDMENT DATE: September 6, 2019 This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR Windstream Corporation Vendor Number: 17571 ADDRESS 30800 Telegraph Rd Ste. 4775 Bingham Farms, MI 48025 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Add $88,000.00 to the contract'Not to Exceed (NTE) amount. The contract NTE will change from $592,000.00 to $680,000.00 AMENDMENT OF CONTRACT 004315 Page 1 Rev 2019/08/20 A N COA K- D ` OAKLAND COUNTY EXECUTIVE, DAVID COULTER COUNTY MICHIGAN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: cmk SIGN / DATE:�(g�,i�b/ohflri MWa ,Ab,, - Sep 6, 2019, Windstream Corporation SIGN /DATE: Pam L. YyHi — nnwa L. VG.ipm t M1ma 5, ). K. Pamela L. Weipert, CPA CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 004315 Page 2 Rev 2019/08/20 �� 46AKLAN0710 COUNTY M I C H I G AN OAKLAND COUNTY EXECUTIVE, DAVID COULTER COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 I purchasing@oakgov.com IT RLB AMENDMENT OF CONTRACT 004315 AMENDMENT 08 AMENDMENT DATE: September 18, 2019 This AMENDMENT OF CONTRACT (hereafter this "Amendment') is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County") whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR Windstream Corporation Vendor Number: 17571 ADDRESS 30800 Telegraph Rd Ste. 4775 Bingham Farms, MI 48025 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Extend the contract expiration date from 12/31/2019 to 12/31/2022 AMENDMENT OF CONTRACT 004315 Page 1 Rev 2019/08/20 MOAKLANDIF COUNTY MICHIGAN COMPLIANCE OFFICE PURCHASING OAKLAND COUNTY EXECUTIVE, DAVID COULTER Compliance Office I Purchasing 248-858-0511 1 purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: cmk SIGN / DATE: rh?��� A m inn;ab�ons411Srp ie, eo,?1 Windstream Corporation SIGN / DATE: Scfff N �wzz� Pamela L. Weipert, CPA CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 004315 Page 2 Rev 2019/08/20 WiNDSTREAM Amendment to Agreement (Renewal of Term) This Amendment ("Amendment') is made -as of'fhis 26th day of June, 2019, to the Windstream Service Terms and Conditions with an Effective date of 12/31/2014 in addition to any and all related addenda and/or amendments (collectively, the "Agreement'), by and between Windstream ("Windstream") and Oakland County Government ("Customer"). A. Windstream and Customer hereby agree to amend the Agreement to: i. Extend the Term of the Agreement for the Customer Service locations and Account Numbers listed on Attachment A from the date of execution of this Amendment, expiring on December 31, 2022, with the option of two (2) one (1) year Renewal Terms. Except as modified by this Amendment, the terms and conditions set forth in the Agreement remain unchanged. IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed by their duly authorized representative, effective of the latter of the signature dates below. Oakland County Government Customer I= NAME: Scott N. Guzzy TITLE: Purchasing Administrator DATE: Sep 18, 2019 Windstream BY: , n. biI, ablohrAi ., .,,,,. . NAME: brianjablonski TITLE: Director, Michigan Enterprise DATE: Sep 18, 2019 As -Is Renewal Amendment Page 1 of 2 ATTACHMENT A Customer Service Location(s) and Account Number(s) 633445187020- Windstream Central Office Colocation 23629 Industrial Park Drive Farmington Hills, MI 639205596001- Windstream Central Office Colocation 23629 Industrial Park Drive Farmington Hills, MI As -Is Renewal Amendment Page 2 of 2 COAKLANDPW� OAKLAND COUNTY EXECUTIVE, DAVID COULTER CO U NTY M I C H I G AN COMPLIANCE OFFICE Compliance Office I Purchasing PURCHASING 248-858-0511 1 purchasing@oakgov.com IT RLB AMENDMENT OF CONTRACT 004315 AMENDMENT 09 AMENDMENT DATE: February 25, 2020 This AMENDMENT OF CONTRACT (hereafter this "Amendment') is made and entered into by and between the Contractor named and identified below, (hereafter "Contractor") and the COUNTY OF OAKLAND (hereafter "County') whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328, CONTRACTOR Windstream Corporation Vendor Number: 17571 ADDRESS 30800 Telegraph Rd Ste. 4775 Bingham Farms, MI 48025 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Add $162,000.00 to the contract Not To Exceed (NTE) amount The contract NTE will change from $680,000.00 to $842,000.00 AMENDMENT OF CONTRACT 004315 Page 1 Rev 2019/08/20 .. • COMPLIANCE OFFICE. PURCHASING OAKLAND COUNTY EXECUTIVE, DAVID COULTER Compliance Office I Purchasing 248.858-0511 1 purchasing@oakgov.com For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: THE COUNTY OF OAKLAND: aec SIGN / DATE: &/0'Igb*f* b, ia,pb ,,ski(reb 5,202b) Windstream Corporation SIGN / DATE: — "."A, Ird, ,, Pamela L. Weipert, CPA CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator AMENDMENT OF CONTRACT 004315 Page 2 Rev 2019/08/20 COUNTY MICIIIGAN RLB IT / Corp Counsel L. BROOKS PATTERSON-COUNTY EXECUTIVE PURCHASING Event 001748 OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING PROFESSIONAL SERVICE CONTRACT NUMBER; 004315 Contract Effective Date: 12/31/2014 Contract Expiration Date: 12/31/2017 Contract - NOT TO EXCEED AMOUNT $ 590.000.00 This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called "County", and the "Contractor" as further described in the following Table. In this Contract, either Contractor or the County may also be referred to individually as a "Parry" or jointly as the "Parties". COUNTY OF OAKLAND 2100 Pontiac Lake Road Waterford, MI 48328 (herein, the "County") WINDSTREAM CORPORATION David J White 30800 Telegraph Rd Ste 4775 Bingham Farms, MI 48025 Vendor I.D. No. 17571 (herein the "Contractor") This Contract is organized and divided into the following "Section" or "Sections" for the convenience of the Parties. SECTION 1. CONTRACT DOCUMENTS AND DEFINITIONS SECTION 2. CONTRACT EFFECTIVE DATE AND TERMINATION SECTION 3. SCOPE OF CONTRACTOR'S SERVICES SECTION 4. COUNTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES SECTION 5, CONTRACTOR ASSURANCES AND WARRANTIES SECTION 6. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION SECTION 7. GENERAL TERMS AND CONDITIONS OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING PROFESSIONAL SERVICE CONTRACT NUMBER 004315 Rev 2012112/11 Page 1 PROPOSAL SUMMARY windstream. Service Location Listing - Monthly Recurring Charges Pnmary Billmc Account OAKLAND COUNTY - FARMINGTON HILLS, #633445187020 Quote # 3168828 Comnanv Renresentajtvg Visingardi, Kimberly Rep ID 504949 Effective Date 12/18/2014 MMF $14.467 00 ValueAdded Location Name & Service Address Data Services Total OAKLAND COUNTY- FARMINGTON HILLS 23629 INDUSTRIAL PARK OR, FARMINGTON HILLS, MI 48335 $10000 $14,36700 $14,46700 Page 2 windstream. PROPOSAL Customer Name OAKLAND COUNTY- FARMINGTON HILLS EAN (Account Number) 633445187020 Install Street Address 23629 INDUSTRIAL PARK DR City, State, Zip FARMINGTON HILLS, MI, 48335 Opportunity ID 877753 Proposal / Quote ID 3168828 Contract Term 60 Service Order Type Upsell Effective Date 12118/2014 Included Total Qty Price/Unit Total Price Central Office Colocation CO Power 20/16 AMP (208/240V) Charge --, 3 $140 00 $420 00 CO Power 30124 (3 Phase) Charge — 4 $460 00 $1,840 00 CO Power 30/24 AMP (120V) Charge -- 2 $140 00 $280 00 CO Power 30/24 AMP (208/240V) Charge -- 12 $300 00 $3,600 00 CO Special Construction Charge — 1 $000 $000 Colo Ethernet Charge -- 1 $000 $000 Colo Locking Cabinet Charge 0 $90300 $8,127 00 Colo Ti Charge -- 4 $25 00 $100 00 Point to Point A Location - CLLI FMHLMIDW, LATA 340, Address 23629 -- 1 $000 $000 INDUSTRIAL PARK DR, City Farmington Hill, State MI, Zip 48335, Type CO, Tier 1 Point to Point 15 Mb -- 1 $25 00 $25 00 Z Location - CLLI TROYMISM, LATA 340, Address 1670 1 $000 $000 AXTELL RD, City Troy, Stale MI, Zip 48084, Type CO, Tier 1 Point to Point A Location -CLLI FMHLMIDW, LATA 340, Address 23629 - 1 $000 $000 INDUSTRIAL PARK DR, City Farmington Hill, State MI, Zip 48335, Type CO, Tier 1 Point to Point 1 5 Mb _ 1 $25 00 $25 00 Z Location - CLLI TROYMISM, LATA 340, Address 1670 -- 1 $000 $000 AXTELL RD, City Troy, Stale MI, Zip 48084, Type CO, Tier 1 , Point to Point A Location - CLLI FMHLMIDW, LATA 340, Address 23629 -- 1 $000 $000 INDUSTRIAL PARK DR, City Farmington Hill, Slate MI, Zip 48335, Type CO, Tier 1 Point to Point 1 5 Mb 1 $25 00 $25 00 Z Location - CLLI TROYMISM, LATA 340, Address 1670 -- 1 $000 $000 AXTELL RD, City Troy, Stale MI, Zip 48084, Type CO, Tier 1 Point to Point A Location - CLLI TROYMISM, LATA 340, Address 1670 -- 1 $000 $000 AXTELL RD, City Troy, State MI, Zip 48084, Type CO, Tier 1 Point to Point 1 5 Mb -- 1 $25 00 $25 00 Z Location - CLLI FMHLMIDW, LATA 340, Address 23629 1 $000 $000 INDUSTRIAL PARK DR, City Farmington Hill, Stale MI, Zip 48335, Type CO, Tier 1 Total Features $14,467 00 Page 3 "'141'li NI " IikIL42:"1l9':'199'fl"IIl',I 1�' tJV':V'PI'V':I �.'iIWWWIVWVVWViYUV9'gl"VC�j'11JiV4WWVVW6'_I'9'P:Y"'1'I'1'WV''�'JWWWW'tU'l"t r Central Office Colocabon ®ram® CO Colo Cross Connect Install Charge -- 5 $0 00 $0 00 CO 201240V Breaker Install Charge -- 3 $0 00 $0 00 CO 3 Phase Breaker Install Charge -- 4 $0 00 $0 00 CO 301120V Breaker Install Charge -- 2 $0 00 $0 00 CO 301240V Breaker Install Charge -- 12 $0 00 $0 00 Special Construction Install Charge — 1 $10,000 00 $10,000 00 CO Colo Locking Cabinet Install Charge -- 1 $0 00 $0 00 Point to Point A Location — 1 $0 00 $0 00 Point to Point -- 1 $0 00 $0 00 Z Location — 1 $0 00 $0 00 Point to Point A Location -- 1 $0 00 $0 00 Point to Point -- 1 $0 00 $0 00 Z Location -- 1 $0 00 $0 00 Point to Point A Location -- 1 $0 00 $0 00 Point to Point - 1 $0 00 $0 00 Z Location -- 1 $0 00 $0 00 Point to Point A Location — 1 $0 00 $0 00 Point to Point 1 $0 00 $0 00 Z Location -- 1 $0 00 $0 00 Total Other Charges (Non -Recurring) $10,000,00 Rates are subject to change on 30 days notice via bill message on customer's invoice "` Additional charges apply for all local, long distance and 8XX features, network access charge, router maintenance, CPE maintenance and directory listings For the current features pricing, go to h0o 11www oaatec com/about-us otice ***Amounts listed are reasonable approximations based on initial proposal Actual amounts shall depend on final lease amount set forth in the Customer's Lease Agreement Total Solution Total Price Total Monthly Recurring Charges $14,467.00 Total Non -Recurring Charges $10,000 00 Minimum Monthly Fee $14,467 00 This Proposal is subject to and controlled by the Windstream Service Terms and Conditions, which are incorporated herein by reference and attached hereto Your signature constitutes your acceptance of the Proposal and your agreement to Windstream's Service Terms and Conditions CUSTOMER Signature �f1I� / / Printed Name 6(J 1 �^ (y�(JZ7, T0le �vncl�/fslyU�- A-044I6/,570rdbU Date / - 3 — 2,3 / I WINDDDSSTRREEAAM Signature Printed Name Title %LC7sjO7✓/f-(_ 1/%/Zi�C747% Dale / 2.3� • �� Page 4 windstream® l,mrirl i,nG+funds. poi uinnhwurl ,�jry e_ WINDSTREAM SERVICE TERMS AND CONDITIONS These terms and conditions apply to the provision of all telecommunications and related services ("Services") by Windstream' ("Windstream") to Customer under the proposal to which these terms and conditions are a part These terms and conditions and Customer's proposal/sales order, and any service specific schedules form the agreement ("Agreement") The Services will be offered in each area to the Customer by the Windstream affiliated entity authorized to provide the Services in the applicable jurisdiction 1. Term and Renewal. This Agreement is effective on the dale identified on.the proposal ("Effective Date") and will continue for the term set forth in the proposal from the date that Services are installed until either terminated pursuant to the provisions below or replaced with a new agreement (the "Term") Upon expiration of the Term, this Aereement will automatically renew for surressive one-ygar terms (each, a "Renewal Term') until terminated or cancelled pursuant to its terms In the event a Customer provides written notice of its intent not to renew but does not terminate Services hereunder, Windstream shall have the option of continuing to provide such Services on a month-lo-month basis, priced at Windstream's then current monthly rates 2 Charges for Services; Billing and Payment Customer is responsible for paying all charges that apply to the Services ordered on a proposal or used on a per -use basis by Customer, including dams such as features, installation, labor, repair, long distance, and directory or operator assistance as specified on the proposal or set forth in Windstream's Price Lists or Tariffs Customer is responsible for taxes, surcharges, fees, and assessments that apply to the sale and use of Services, including how those may change in the future and regardless of whether such charges are identified in the Agreement Windstream will bill Customer monthly for the Service, and all bills are due and payable upon receipt Payment will be considered late if not paid by the due date reflected on the invoice All amounts payable by Customer shall be made without setoff or counterclaim and without deduction Billing at a location will begin upon the earlier of (i) the installation date (which may be the date administrative access to certain software -based Services is granted to Customer), (u) thirty (30) days after delivery of the applicable facility and/or equipment to the Customer premises (d the delay in connection of the facility and/or equipment is due to Customer or its agent), (m) the date the Company notifies a Customer that Service is available for use by Customer, (iv) the date that Service would have been available for use by Customer if Customer had fulfilled its performance obligations required to provision the Service, or (v) the date that installation of MPLS services is complete at the second site in an MPLS network, however. Windstream may choose to bill in full monthly increments with no proration for partial service periods when Service either starts or ends in the middle of a billing cycle If installation of off -net Services is delayed due to action or inaction by Customer, then Customer shall be responsible for all associated third -party provider charges In certain service areas, paper bills are available only upon request and for a monthly charge and billing for usage will round up to the next cent If Customer authorizes payment by credit or debit card, then Windstream will not obtain further consent or provide additional notice before invoicing the credit or debit card for all amounts due and owing WINDSTREAM RESERVES THE RIGHT TO INCREASE OR DECREASE MONTHLY RECURRING CHARGES ("MRCS") ON AT LEAST THIRTY 30 DAYS' NOTICE AND OTHER RATES AT ANY TIME. 3, Service Outage Credits. For Windstream's business -grade local and long distance voice telecommunications services, T1 and higher facility network Internet access and private networking services, Customer will receive a credit of 1/301h of the MRC for that month for each day that Customer has a Service Outage, defined below Only the Service affected by the Service Outage will be eligible for a credit Credit is based upon the length of time Customer is without Service Credits in any single month cannot exceed the MRCS for Service that was affected by a Service Outage in that month For purposes of this Agreement, a "Service Outage" is defined as the complete inability to (i) make or receive calls, (i) access the Internet for the purpose of sending or receiving Internet traffic, or (m) send or receive data across a Windstream supported private network In the event Customer rents equipment or orders data center services from Windstream, such equipment and services shall not be considered "Services" for purposes of service credits under this Agreement 4. Disputes. To dispute a bill, Customer must do so in good faith and deliver to Windstream in writing the specific basis for such dispute within sixty (60) days after the date on the bill If Customer does not follow this dispute process, the dispute shall be deemed waived 5. Partial Payments; Late Payments. Windstream may accept any Payments Customer marks as being "payment in full" or as being settlement of any dispute without waiving any rights Windstream has to collect the fu0 payments from Customer Customer is responsible for paying all costs and fees Windstream incurs as a result of collecting Customer's unpaid charges If Windstream does not receive full payment when due or does not receive payment in immediately available funds, Windstream will add a late payment fee to the amounts owed and wil( calculate such fee as (he total owed times interest at the maximum rate allowable by law 6. Credit and Deposits, Customer authorizes Windstream to ask credit-reporting agencies for Customer's credit information Windstream may require Customer to submit an initial security deposit and/or advance payment and an additional deposit and/or advance payment if Customer increases Services, Customer is late on payment, or Customer's credit rating changes The deposit will be refunded if satisfactory credit has been established or upon termination of this Agreement for any reason, except that Windstream at its discretion may apply the deposit to any amount due and unpaid by Customer 7. Services Location; Moves Customer is responsible for providing an environment that is suitable for the Services, including equipment that is compatible with Windstream's network Customer shall provide Windstream with the correct address to obtain Services, because Windstream relies on such information to determine which taxes, fees, surcharges and assessments apply to the Services If Customer does not provide a valid address, Customer will be responsible for any resulting faxes, fees, surcharges, assessments and penalties related thereto Customer will notify Windstream if Customer's address changes, in which case Windstream may either (a) terminate the affected Services, or (b) allow Customer to provide sixty (60) days' advance notice to Windstream to move Services to a new location and pay any applicable installation charges Customer will enter into a new agreement for such new location, or Windstream will apply the liquidated damages set forth in Section 15 for the terminated location Charges, including reasonable administrative costs and fees incurred by Windstream may apply as a result of Customer's move, in addition to a change in MRCS 8 Windstream-Provided and Owned Equipment. Any equipment installed by Windstream on Customer's premises that is not the subject of a sale to Customer (such as the CSU/DSU, interface cards, Channel Bank and routers, if applicable) shall remain at all times the property of Windstream Equipment shall remain in good condition, less normal wear and tear Wndstroam shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse Windstream for the cost of any necessary repairs Customer shall provide W ndstream reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise If Windstream does not have access to Customer's premises within thirty (30) days after Customer terminates this Agreement, or if Windstream requests Customer return the equipment and Customer does not return the equipment to Windstream within thirty (30) days of termination, Customer shall reimburse Windstream for the full purchase price of the equipment as well as any attorney's fees and costs Customer shall pack and ship the equipment in such a way so as to limit and/or avoid damage to the equipment In the event the equipment is damaged in shipping, Customer shall be responsible for the cost to replace the equipment For the avoidance of doubt. Customer is responsible for maintaining all equipment on its premises not provided and/or owned by Wndstream is defined for purposes of this Agreement to mean Windstream Communications, Inc or such authorized Wndstream affiliated entity providing Services to Customer as identified on Customer's bill Page 5 Windstream and ensuring such equipment is compatible with Windstream's network All terminal equipment must be registered with the Federal Communications Commission ("FCC") under 47 C F R Part 68, and all winog, must be installed and maintained in compliance with those regulations 9, Disconnection of Current Provider, Special Construction, Third Party Charges. Customer is solely responsible for disconnecting Services with its current service provider Windstream is not responsible for any charges assessed against Customer by such provider Customer shall pay all charges if W ndstream or a thud party provider is required to extend the demarcation point or undertake special construction for Customer Unless Windstream specifically agrees in writing to undertake equipment installation and maintenance work, Customer is responsible for all charges assessed by its phone system vendor and other thud parties in connection with the installation of the Services and W ndstream shall have no responsibility for maintenance or repair of same 10 Thud Party Software. As part of the Services, Customer may be allowed to use certain software and related documentation developed and owned by Windstream's thud -party software licensors (collectively, the "Software') This Software is neither sold nor distributed to Customer and Customer may use it solely as part of the Services and for no other purpose Customer may not and agrees not to (i) transfer such Software outside the Services or to any other person or entity, (it) make copies of the Software, either through a virtual snapshot of the server containing the Software or otherwise, or (it) transfer the Software outside of Windstream's infrastructure and/or premises Further, Customer agrees to provide Wlndslream with evidence that its use of the Software is in compliance with the Agreement and/or thud -party software licensor's terms from time to time during the Term as requested by Windstream If Customer falls to provide such evidence when requested, or is otherwise not in compliance with the Agreement and/or thud -party software licensor's terms, Windstream may, at its sole option suspend or terminate the Services that Include the Software For the avoidance of doubt, Windstream's Software licensors are not responsible for providing any support in connection with the Services or the Software 11, Google. IF CUSTOMER SUBSCRIBES TO GOOGLE SERVICES THROUGH WINDSTREAM, CUSTOMER WILL BE REQUIRED TO COMPLETE A CLICK -THROUGH AGREEMENT FOR THE GOOGLE LICENSE POSTED AT htto //www.vyindstream comlecial/GoogtetApps Premlar Edition License ndf PRIOR TO USING THE RELEVANT SERVICES. Windstream may cancel Google Services at any time on thirty (30) days' notice and, at Windstream's option, may either terminate such Google Services altogether or move Customer to a similar platform In the event that Windstream or Customer terminates the Google Services or downgrades or cancels Google Services, Customer is solely responsible for downloading all of its information to its computer within thirty (30) days 12. Government Funding. Customer must notify Windstream of all restrictions, requirements and reporting obligations to which Windstream could become subject pursuant to any government program before Windstream provisions Services to Customer Customer will not use such funds, including stimulus funds, grants or loans, in whole or in part, to support its performance under this Agreement without W indstream's prior written consent regarding any specifically applicable terms If Customer fails to provide such prior written notice to Windstream of government funding or if Windstream does not consent to the use of such funding, then Windstream has the right, in its sole discretion, to reject any order or terminate this Agreement and/or any applicable Services, without liability or obligation to Windstream If Customer requests government funds for payment of Services under this Agreement and such funding request is denied, Customer shall remain responsible for one -hundred percent (100%) of the cost of Services 13, Documents Incorporated by Reference; Entire Agreement; Counterparts; Execution THIS AGREEMENT IS SUBJECT TO AND INCORPORATES THE FOLLOWING BY REFERENCE, AS,THEY MAY CHANGE FROM TIME TO TIME: (1) THE TERMS AND CONDITIONS OF THE TARIFFS FILED WITH STATE PUBLIC SERVICE COMMISSIONS; (II) THE FCC OR STATE WEB -POSTED PRICE LISTS OR TERMS AND CONDITIONS (EITHER "PRICE LISTS") POSTED AT htfpllndstream.comldocuments/detariffedeervrces adf; (111) FOR INTERNET, THE "ACCEPTABLE USE POLICY" POSTED AT h1tp;/Iwww2 wlncistmam neticustomorpupport/Usgrsgmde/accenHerceot_html AND THE "PRIVACY POLICY" POSTED AT hht o Hwww winrtstreep? cominnvgcyAsox; (IV) IF CUSTOMER IS OBTAINING CERTAIN VALUE-ADDED SERVICES (I E , ONLINE BACKUP SERVICES, TECH HELP, ETC), CUSTOMER WILL BE REQUIRED TO CLICK -THROUGH AGREEMENTS RELATED TO THOSE SERVICES (CLICK- THROUGHS) PRIOR TO ACCESSING SUCH SERVICE, WHICH SHALL BE DEEMED PART OF THIS AGREEMENT; AND (V) THIRD PARTY SOFTWARE TERMS, IF APPLICABLE, This Agreement, the docgmenls incorporated by reference and any addendums entered between the parties constitute the parties' entire Agreement This Agreement may be amended only in a writing signed by authorized representatives of each party This Agreement and its incorporated documents supersede any and all statements or promises made to Customer by any Windstream employee or agent In the event of any conflict between the provisions of this Agreement and any of the documents incorporated by reference, the provisions of the Google License shall control for Google Services, followed by the Tariffs and Price Lists or Value -Added Services click -through agreements for applicable Services, this Agreement and then the Acceptable Use and Privacy policies This Agreement maybe signed in counterparts, and facsimile or electronic scanned copies may be treated as original signatures Windstream also may execute this Agreement via a verifiable electronic signature 14 Termination Either party may terminate this Agreement by providing at least thirty (30) days' notice prior to the end of the initial Term or a Renewal Term, or it the other party is In breach of any material provision of this Agreement and such other party fails to cure within thirty (30) days after written notice, Customer must submit a disconnection request to businessconnects@windsheam corn Notwithstanding, unless prohibited by law, in the event of nonpayment, the breaching party shall have ten (10) days to cure after written notice .Customer's right to terminate for cause is limited to termination of the affected Services at the affected location only In the event Customer rents equipment from Windstream and Customer terminates network Services pursuant to this section, Customer shall remain obligated to fulfill the remainder of the applicable equipment schedule term Windstream may limit, interrupt, suspend or terminate Services immediately if (a) after any required notice, Customer has not paid for Services, or has faded to pay a deposit or advance payment requested by Windstream, or (b) Customer uses the Services in an adverse manner that affects Wndstream's network or other customers, Customer or others have used the Services fraudulently or unlawfully while on Customer's premises or via Customer's equipment or while the Services are under Customer's control, or there otherwise occurs an event for which Windstream reasonably believes that the suspension or termination of Services is necessary to protect Windstream or Windslream's other customers from an imminent and significant operational, financial or security risk, in which case Windstream will provide advance notice if practicable or (c) Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services, or (d) Customer resells any Services or uses the Services to aggregate other persons' traffic, or (a) Customer uses the Services for its own end users and/or customers as a telecomulunicahon , provider or any other kind of provider, 9L(_f) Customer fadg to comniv room amr i oolmable renulations or stalutea and does not cure such failure to romnly within ten HOl days of receivina notice frognVAlndstrearn or rnl if Customer impersonates apother oersnn uses obscene or nrnfane lannuane or is abusive or harassing when communication with Windstream renresentatives_ and fads to stun the behavior after receivnn a written or verbal warnion from Wndstrnam In addition to the termination rights of Windstream set forth above, if Customer or others use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services (including, but not limited to, circumstances in which Windstream is receiving traffic from Customer that originates from a location other than the local calling area associated with the customer's service location or Customer is terminating large volumes of calls to areas In which the cost to terminate such calls is high or to a toll - free number, or when ten percent (10%) or more of Customers calls are six (6) seconds or less, and/or when more than forty percent (40%) of call attempts are uncompleted per trunk group and DSOIDSO equivalent), and whether or not such use of the Services is due to Customer or a third party accessing Customer's Services or Equipment fraudulently, Windstream may (v) charge long-distance charges for such traffic and any additional charges necessary to recoup its administrative costs and any charges from other carvers; (w) charge an additional price per minute in Wlndstream's discretion for each call that violates this provision, (x) restrict or cancel use or convert customer to another plan, (y) require customer to pay for the excessive use immediately and make a deposit, and/or (z) void any applicable pace guarantee Windstream may restore service if customer corrects the violation and pays all outstanding amounts owed, including restoration charges Prior to installation of Services, Windstream may attempt to venfy the availability of facilities, and in the event that W ridsiream determines in its sole discretion that facilities are not economically or techrncally feasible, Windstream has the right to terminate this Agreement without liability 15 Effect of Termination, a Pre -Installation- If Customer terminates this Agreement after the Effective Pate but prior to the installation of Seroce(s), Customer will pay Windstream a Pre -Installation Cancellation Charge ("Cancellation Charge") squat to three (3) months of MRCS except that if Wncistream's costs to other Page 6 providers are greater than this amount, Customer shall also reimburse Windstream for such costs Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by Vndstream to prepare for installation The Cancellation Charge set forth in this Section I6(a) is in lieu of the charges set forth in 15(b) below for post -installation cancellations b Post -Installation- CUSTOMER UNDERSTANDS THAT ITS RATES ARE BASED UPON ITS COMMITMENT TO PURCHASE SERVICES FOR THE TERM OR RENEWAL TERM AS SUCH, IF CUSTOMER TERMINATES THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER AFTER INSTALLATION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR CAUSE, OR AS A RESULT OF WINDSTREAM'S TERMINATION FOR CUSTOMER'S BREACH, CUSTOMER SHALL PAY TO WINDSTREAM AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MRCS APPLICABLE TO THE TERMINATED SERVICES MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN -CURRENT TERM OR RENEWAL TERM ("LIQUIDATED DAMAGES"). CUSTOMER ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE INCURRED,BY WINDSTREAM, INCLUDING BUT NOT LIMITED TO ACTUAL EXPENSES INCURRED BY WINDSTREAM TO INITIATE OR TERMINATE THE SERVICES, THIRD PARTY COSTS, USE OF LIMITED NETWORK RESOURCES, INSTALLATION CHARGES WAIVED AND ANY DISCOUNTS OR CREDITS GRANTED. If Customer's proposal Includes Monthly Minimum Charges or Fees ("MMCs" or "MMFs') and Customer terminates or disconnects less than the entirety of Its Services such that its actual usage at a location falls below the MMC or MMF for that location, Customer will pay the MMC or MMF every month in lieu of the Liquidated Damages set forth above if Customer's proposal does not includes MMCs or MMFs and Customer terminates or disconnects less than the entirety of its Services such that its actual usage at a location falls below fifty percent (50%) of its original contracted rate for that location, Customer will pay fifty percent (50%) of the MRCs every month in lieu of the Liquidated Damages set forth above Additionally, if Customer received a bundled rate for the disconnected Service(s), then Customer's charges may be adjusted by Windstream to the unbundled service rates 16 Limitation of Liability FOR PURPOSES OF THIS SECTION, AND THE FOLLOWING SECTIONS DESCRIBING INDEMNITY, DISCLAIMER OF WARRANTIES, AND EMERGENCY. CRITICAL LINES SECTIONS, "WINDSTREAM" INCLUDES ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF WINDSTREAM RESELLS SERVICES A. WINDSTREAM'S LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF (1) CUSTOMER'S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS, OR (II) CUSTOMER'S MRCS MULTIPLIED BY SIX (0) IF CUSTOMER'S SERVICE IS INTERRUPTED, WINDSTREAM'S LIABILITY WILL BE LIMITED TO A PRO-RATA CREDIT FOR THE PERIOD OF INTERRUPTION. CUSTOMER AGREES THAT THE PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT WINDSTREAM'S LIABILITY AS PROVIDED HEREIN UNDER NO CIRCUMSTANCES WILL WINDSTREAM BE LIABLE FOR ANY ACCIDENT OR INJURY CAUSED BY SERVICES, ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA), ANY,PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF ALTERNATIVE SERVICE, OR ATTORNEY'S FEES WINDSTREAM IS NOT RESPONSIBLE OR LIABLE IF SERVICES ARE LOST, STOLEN, MISUSED, OR THE VICTIM OF FRAUD, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CUSTOMER IS RESPONSIBLE FOR ALL USAGE, CHARGES, AND LIABILITY INCURRED FOR SUCH LOSS, MISUSE, THEFT, OR THE RESULT OF FRUAD OF SERVICES WHILE IN CUSTOMER'S CONTROL, REGARDLESS OF WHETHERIWHEN WINDSTREAM NOTIFIES CUSTOMER OF INCREASED USAGE. B ENTRY ONTO WINDSTREAM'S PREMISES IS AT CUSTOMER'S OWN RISK, AND WINDSTREAM ASSUMES NO LIABILITY WHATSOEVER FOR ANY HARM ARISING FROM ANY CAUSE OTHER THAN WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO CUSTOMER DURING SUCH VISIT. WINDSTREAM IS NOT RESPONSIBLE IF EQUIPMENT IS LOST, STOLEN OR MISUSED, EXCEPT WHEN DUE SOLELY TO WINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER IS RESPONSIBLE FOR ALL LOSS INCURRED FOR MISUSE, MISHANDLING OR PROVISIONING OF CUSTOMER EQUIPMENT INCOMPATIBLE WITH THE SERVICES, CHANGES MADE TO THE SERVICES BY CUSTOMER OR A THIRD PARTY NOT AUTHORIZED TO MAKE CHANGES, OR BY WINDSTREAM AT THE DIRECTION OF CUSTOMER. IN NO EVENT SHALL WINDSTREAM BE RESPONSIBLE FOR ANY THIRD -PARTY EQUIPMENT, INCLUDING ANY DAMAGES THAT MAY ARISE AS A RESULT OF DEFECTS OR ISSUES RELATED TO THE THIRD -PARTY EQUIPMENT. TO THE EXTENT WINDSTREAM IS LIABLE FOR DAMAGE TO, OR LOSS OF, CUSTOMER EQUIPMENT, SUCH LIABILITY WILL BE LIMITED TO THE THEN -CURRENT BOOK VALUE OF THE DAMAGED EQUIPMENT, EACH PARTY IS RESPONSIBLE FOR INSURING THE EQUIPMENT AND PROPERTY IT OWNS WITH COVERAGE CONSISTENT WITH INDUSTRY STANDARDS. 17. Indemnity, EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD -PARTY CLAIMS ARISING OUT OF THE INDEMNIFYING PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FURTHER, CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS WINDSTREAM FROM AND AGAINST ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH (1) ANY FAILURE BY CUSTOMER OR CUSTOMER'S END USERS TO COMPLY WITH WINDSTREAM'S ACCEPTABLE USE POLICY OR APPLICABLE LAW, OR (11) CLAIMS OF OWNERSHIP OR SUPERIOR RIGHTS TO CUSTOMER EQUIPMENT OR OTHER INTELLECTUAL PROPERTY BY A THIRD PARTY. 16. Force Majeure Windstream shall be excused from, and shall have no liability, including service credits, with respect to, any delay or failure to perform hereunder caused by any event beyond its reasonable control, mcluding but not limited to, (i) cable cuts or common carrier delays, (li) actions, failures to act or delays by Customer or others authorized by the Customer to use the Service, (m) failure of power, equipment, services or systems not provided by Windstream including but not limited to other providers' networks and interconnections to or from and connectivity with other Internet Service Providers' networks, (iv) Customer owned or leased equipment or facilities It a, Customer's PBX, Local Area Network (LAN), (v) during any period in which W ndstream or its agents are not afforded access to the premises where access lines associated with the Services are terminated or the Customer elects not to release the Services for testing and/or repair and the Customer continues to use Services, (vi) maintenance (planned or emergency) or implementation of a Customer order that requires a Services interruption (Windstream reserves the right to schedule maintenance and upgrades to the network seven (7) days smack from 12a m to 6a m in the local time zone of the area being worked on without prior notice to Customer or upon reasonable advance notice outside these time frames), (vii) when a Service Outage has not been reported to Windstream or where there is a trouble reported, but no trouble found, and (vuQ labor difficulties, governmental orders, civil commotion, acts of God and other circumstances beyond Windstream's reasonable control 19, Disclaimer of Warranties EXCEPT AS OTHERWISE PROVIDED HEREIN, SERVICES, EQUIPMENT, AND THE DESIGNATED CUSTOMER AREA ON WINDSTREAM'S PREMISES, IF APPLICABLE, ARE PROVIDED ON AN "AS IS" AND "AS -AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON -INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY ARISING BY COURSE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMERs requirements OR ANY WARRANTY REGARDING THE QUALITY, CONTENT, ACCURACY OR VALIDITY OF THE INFORMATION OR DATA RESIDING ON OR PASSING THROUGH OR OVER THE NETWORK AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, BROADBAND SPEEDS, UNINTERRUPTED OR ERROR -FREE SERVICE, TRANSMISSION QUALITY, AND ACCURACY OF ANY DIRECTORY LISTINGS ARE NOT GUARANTEED EXCEPT AS EXPRESSLY PROVIDED IN WINDSTREAM'S PRIVACY POLICY, WINDSTREAM HAS NO OBLIGATION TO PROVIDE SECURITY OR PROTECTION FOR CUSTOMER'S PRIVACY, CONFIDENTIAL INFORMATION OR DATA NO ORAL OR WRITTEN ADVICE OR INFORMATION BY WINDSTREAM'S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION. Page 7 20 Emergency Critical Lines CUSTOMER ACKNOWLEDGES THAT CERTAIN SERVICES MAY NOT IN CERTAIN CIRCUMSTANCES pROyIDE ACCESS TO 911 OR TRANSMIT THE MOST ACCNRATP I nr.ATinN OR EXTENSION INFORMATION IN 0, TIMELY MANNER IF CUSTOMER ATTEMPTS TO ACCESS 911 IN AN EMERGENCY Examples Include voice over Internet protocol ("Voll "), Cenlrex, Allworx ReachTm Application C'Allworx Reachrm"), and private branch exchange Additionally, because T1s and VoIP can cease operating during a power outage, Customer should have a basic business or copper line for elevator, alarm, E911 and other critical functions When using VoIP service or Allworx Reachw, Customer must timely update changes to their registered location for 911 services By signing this Agreement, Customer acknowledges that Customer has read this disclosure By proceeding with use of Services, Customer assumes all responsibility and risk of harm, loss, or damage in the event that 911 access fails, is not possible, or does not provide the address, correct address, extension or other Information to emergency authonlies 21 Miscellaneous (a) Notices and Flararonic Communications Any notice pursuant to this Agreement must be in writing and will be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer's proposal or to Windstream at Windstream, Attn: Correspondence Division, 1720 Gallons Blvd , Charlotte, NC 20270, windstream.business su000rt0wmdstream com or at such other address provided to the other party Please note, all Customer disconnection requests must be sent to businessconnects@windstream.com CUSTOMER AGREES THAT WINDSTREAM MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING WINDSTREAM'S SERVICES, (b) Applicable Law Venue This Agreement Is subject to applicable federal law and the laws of the state in which the Services are provided, without regard to that state's conflict of laws principles. If this Agreement covers multiple states, then it is subject to Nebraska law, without regard to its conflict of law principles The parties agree to submit to the exclusive jurisdiction of federal courts in the slate in which the Services are provided (or federal courts in Nebraska, if the Agreement covers multiple states) so long as diversity and the amount in controversy requirements are met, or a federal question is at issue; (c) Wavier of Jury Trial EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, (d) Statute of Limitations No claim may be asserted by either party against the other with respect to any event, act or omission for which a claim accrued more than two (2) years prior to such claim being asserted, the foregoing statute of limitations is not applicable to billing disputes, which are governed by the timetrame for disputes described in Section 4, (a) Assignment Either party may assign this Agreement to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer shall provide W ndslream with notice and complete all paperwork necessary to effectuate any change in ownership or other account changes Otherwise, Customer may not assign its rights and obligations under this Agreement without Windstream's advance written consent Any attempted assignment in violation of this provision is void, (f) Third Party Beneficiaries No third party shall be deemed a beneficiary of this Agreement, (g) Publicity Customer agrees that Wlndstream may publicly disclose that Windstream is providing Services to Customer and may include Customer's name in promotional materials, including press releases, (h) Waiver Ether parry's failure to enforce any right or remedy available under this Agreement is not a waiver, (i) Severabitity If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, 0) Survival Sections % through 21 survive after this Agreement ends, (k) Hgndwritten Chances Handwritten changes are not binding on either party, (I) Use of Products in U S Customer acknowledges that the transfer and use of products, services and technical information outside the United Slates are subject to U S export laws and regulations Customer shall not use, distribute, transfer, or transmit the products, services or technical information (even if incorporated into other products) except in compliance with U S export laws and regulations At Windstream's request, Customer shall sign written assurances and other export - related documents as may be required for Windstream to comply with U S export regulations, (m) Renresentation on Authonty of Parties/Sinnatories Each person signing this Agreement represents and warrants that he or she is duly authorized in accordance with its corporate governance documents and has legal capacity to execute and deliver this Agreement Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized in accordance with its corporate governance documents and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms, (n) Confidentiality Except when this Agreement is required to be filed with a governmental authority or as may otherwise be required by local, state or federal freedom of information laws, the parties agree that this Agreement contains proprietary and confidential information and shall not be disclosed publicly to any third party except the such dealer(s) or agent(s) of Windstream that are negotiating with Customer in order to execute this Agreement 22. Service Specific Provisions: For Dynamic IF Services only - Customer represents and warranties that It will immediately notify and post alternative dialing instructions to its end -users if any restrictions or limitations to access emergency 911 services a result from its actions including but not limited to (a) Extending the origination of outbound calling capabilities of the Dynamic IP service outside of the Windstream Dynamic IP-serviceable area by means of private circuits, wireless service, public networks, the public Internet or other means, (b) Implementing call routing schemes within its applications, systems or networks which may prevent access to emergency services, or (c) Implementing call routing schemes within it applications, systems or networks which may route outbound emergency 911 calls to Public Service Answering Points (PSAPs) other than the PSAP servicing the calling party end -user location Customer agrees to indemnify and hold Windstream harmless from all claims, causes of action, damages and judgments arising from restrictions or limitations to access emergency 911 services as a result of customer's actions or inactions in ensuring that all 911 dialed calls are routedto the proper PSAP using Windstream's dynamic IP service For Managed CPE Firewall Services only, AuthprRabon to Perfarra TestingCertain laws and regulations prohibit the unauthorized penetration of computer networks and systems Customer hereby grants Windstream the authority to access Customer's networks and computer systems solely for the purpose of providing the Managed CPE Firewall Service Customer acknowledges that the Managed CPE Firewall Service constitutes permitted access to Customer networks and computer systems In the event one or more of the IP Addresses Customer gives to Windstream are associated with computer systems that are owned, managed, and/or hosted by a thud party service provider ("Host"), Customer agrees to (i) notify Windstream of such Host arrangement prior to the commencement of any Managed CPE Firewall Service, (e) obtain Host's written consent for Windstream to provide the Managed CPE Firewall Service on Host's computer systems, which includes acknowledgement of the risks and acceptance of the conditions set -forth herein, (in) provide Windstream with a copy of such consent, acknowledgement and acceptance, and (v) facilitate any necessary communications and exchanges of information between Windstream and Host in connection with the Managed CPE Firewall Service Customer agrees to indemnify, defend and hold Wndstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees that arise out of Customer s failure to comply with this section Customer will indemnify and hold Windstream and its suppliers harmless from any and all third party claims that arise out of the testing and evaluation of the security risks, exposures, and vulnerabilities of the IP Addresses that Customer provides Customer acknowledges that the Managed CPE Firewall Service entail certain risks including the following possible negative impacts (i) excessive log file disk space may be consumed due to the excessive number of log messages generated by the Managed CPE Firewall Service, (u) performance and throughput of networks and associated routers and firewalls may be temporarily degraded, (rip degradation of bandwidth, and (Iv) Customer computer systems may hang or crash resulting in temporary system unavailability and/or loss of data With regard to any software components of the Firewall Device, Customer agrees it will not (p use or make any copies of the software, (u) reverse engineer, decompile, or disassemble the software, (up sell, resell, transfer, license, sublicense, or distribute the software, or (iv) create, write, or develop any derivative software or other software program that is based on such software Customer agrees to indemnify, defend and hold Windstream and its suppliers harmless from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees, which arise out of Customers failure to comply with the foregoing Page 8 APPLICATION FOR CREDIT Representative Visingardi, Kimberly Windstream. Representative Phone 248-530-2154 lr 11"UtA001A,j6M0�lr> Customer Name OAKLAND COUNTY - FARMINGTON HILLS Federal Tax ID or SS Number Notice Address 23629 INDUSTRIAL PARK DR City FARMINGTON HILLS State MI Zip 48335 Tax Exempt Status EMIR $14,633 67 Years In Operation Number Of Employees Business Structure Nature Of Business I ° •:i_�h��X®7uT�;9�A�tit�Y'YallY�1iYC� Company Name Address J City State Zip �'��ul�:��eT,rk�Y�tnil� fSo];3dii;StdUs Contact Name TROY DEATHERIDGE AP Contact Name Contact Phone 24.8 8-5265 AP Contact Phone Contact Fax AP Contact Fax Contact Email AP Contact Email Principal/Partner/Officer Full Name Title Address Bank Contact Name City Bank Contact Phone State Bank Contact Fax Zip 1 Address 2 Address 3 Address Current Local Telco Authorization I hereby represent that I am authonzed to submit this application on behalf of the Customer named above, and the information provided is for the purpose of obtaining credit and is warranted to be true Itwe hereby authorize Company, and its affiliates to investigate the references listed pertaining to my/our credit and financial responsibility sold I further represent that the customer applying for credit has the financial ability and willingness to pay for all invoices with established terms Account Number Current LD Carrier , Accented ev Customer Signature Printed Name S(dTC Ai Lam/ Title ✓ ok,,H A4) qk- Date /-, , -)p f - )-,) )Y Page 9 .V. windstream. communications This Addendum is entered between Windstream and Oakland County ("Customer"), and amends the Windstream Service Terms and Conditions ("Agreement") Proposal 2007116 between Windstream and Customer ("Parties") The Agreement shall be deemed amended as follows AUTO RN WA The following shall be inserted In lieu of sentence two (2) of Agreement Section 1. Term and Renewal. Upon expiration of the Term, this Agreement will automatically renew for successive one yearterms (each, a "Renewal Term") until terminated or cancelled pursuant to its terms However, in no event may this Agreement extend beyond five years CHARGES FOR SERVICES The following shall be changed in Section 2 Charges for Services; Billing and Payment The word "taxes" shall be deleted from the second sentence The sentence shall read "Customer Is responsible for taxes (except to the extent that Customer is a tax exempt entity), surcharges, fees, and assessments that apply to the sale and use of the Services, including how those may change in the future and regardless of whether such changes are Identified in the Agreement The wording "Customer shall provide evidence of its status as a tax exempt entity" shall be inserted after the second sentence GOOGLE Windstream and Customer hereby agree that Agreement Section 11. Google shall be deleted in Its entirety and any further references throughout the Agreement are hereby deleted ,Dt1,O GF OF PRF The following shall be inserted in lieu of Agreement Section 21. Miscellaneous (bl Aoolicable Law.Venue This Agreement is subject to applicable federal law and the laws of the state in which the Services are provided, without regard to that state's conflict of law principles WAIVER OF JURY TRIAL Windstream and Customer hereby agree that Agreement. Section 21. Miscellaneous c) Waiver n_ f Jury Trial shall be deleted in Its entirety SERVICE SPECIFIC PROVISIONS Windstream and Customer hereby agree that Section 22 Service Specific Provisions currently do not apply for Customer's intended use of Services as provided per the above Proposal Number Page 10 Section 17 of Indemnity Is hereby revised to read as follows AND HOLD HARM PLOYEES. AND A, PART WITH The Agreement noted above and this Addendum constitutes the Parties' entire agreement To the extent there is a conflict between this Addendum and the Agreement, this Addendum controls. This Addendum may be executed in several counterpart's, and, all counterparts so executed shall constitute one binding agreement on the Parties hereto and each executed counterpart shall be deemed an original. Facsimile signatures shall be accepted as valid and binding for all purposes Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Agreement Windstream and Customer each aver that the signatories to this Addendum below have authority to sign this Addendum Hand-written modifications to this Addendum are not binding on either Windstream or Customer Oakland County (Customer) AUTHORIZED REP (PRINTED NAME). 6^� ��reff pA) G SIGNATURE J/�IIid l/V �'//�,n AX TITLE fiVI-ty-y�t//},5%/0&/ 11PA 1lyu44;Jr DATE 12, c� o -v � N V Windstream (and its affiliates) AUTHORIZED REP (PRINTED NAME / �✓/%//7� SIGNATURE TITLE ���/0�4L�[/lil�'rv)\ DATE. ie -3 /' /� �Pagc 11 CENTRAL OFFICE COLOCATION SERVICES SCHE DULE In addition to the general terms and conditions contained in the Windstream Service Terms and Conditions between Wmdstream ("WINDSTREAM") and Customer (the 5'Agreemenf ), of wluch this Colocation Schedule is a part, Customer agrees that the following terms and conditions apply to Central Office Colocation Services provided to Customer by WINDSTREAM 1. GRAN3'0F1dC .NSE: (a) Customer desires to install, operate and maintain certain communications equipment at the facility located at the address set forth in the Proposal Summary (the `Facility") for the purpose of interconnecting Customer's network with WINDSTREAM's network in order to utilize the Services provided under the Agreement Subject to the terms and conditions contained herein, WINDSTREAM hereby grants to Customer a nonexclusive license (the "License") to install, operate, and maintain certain 'communications equipment of Customer as specified on Appendix A (hereinafter the "Equipment") in the Facility Customer shall have certain use of the equipment space within the Facility as described in the Proposal Summary (the "Equipment Space") Customer accepts the Equipment Space on an "AS IS, WHERE IS" basis Customer may use the Equipment Space only as specified in Section 4 of this Schedule (h) WINDSTREAM hereby reserves all rights not specifically granted to Customer, including, without limitation, the right to- (1) access to and use of the Facility for its ownuse and for the use of its agents and Customers, (2) grant additional licenses to other users, and (3) exercise or grant other rights not inconsistent with the rights granted hereunder Customer acknowledges that it has only been granted a license to occupy the Equipment Space and that the license granted herein does not create or vest in Customer any leasehold estate, easement, ownership interest or other property right of interest of any nature in any part of the Facility Customer expressly disclaims any right, title or interest in or any perpetual right to use, the Facility or the Equipment Space, Customer expressly disclaims any right, title, or interest in or to any of WINDSTREAM's equipment or property or that of any of WINDSTREAM's affiliates, Customers, agents or licensees, whether )ocated in the Facility, the Equipment Space; or elsewhere (c) The License is expressly made subject and subordinate to the terms and conditions of any underlying ground or facilities lease or other superior right by which WMSTREAM has acquired its interest in the Facility, If the consent of the holder of such superior right is required in order for the parties to enter into the License, th> n the License shall not become effective until such consent is obtained . (d) On not less than one hundred eighty (180) days prior notice to Customer, WIlVDSTREAM may relocate the Facility or all or any portion of the Equipment Space designated for Customer's equipment Following receipt of such notice, Customer shall relocate the Equipment, at Customer's cost, to the new Facility or Equipment Space, The parties will cooperate in good faith to prevent any interruption of the Services 2. TERM ANDT ERMINATION, (a) The License granted pursuant to this Colocation Schedule shall be effective on the date Customer occupies the Equipment Space and shall continue in full force and effect, subject to early termination pursuant to the provisions of this Colocation Schedule, for three (3) years Thereafter, this Schedule shall automatically renew for additional one (1) year terms unless either party notifies the other of its intent to not renew within one hundred eighty (180) days of the end of the then current term In no event shall the term extend beyond five (5) years In the event Customer fails to occupy the Equipment Space within forty five (45) days of the scheduled date, WINDSTREAM shall be released from any obligations to Customer and may license the Equipment Space to another party. WINDSTREAM and Customer understand and agree that notwithstanding the fact that the Contract Term is listed as sixty (60) months on the Proposal Summary in order to reflect the Contract Term that the pricing was based upon, the actual term of the Agreement and this Schedule is three (3) years, with the option for up to two (2) additional one (1) year renewal terms as described in this Section 2(a). (b) This Schedule shall immediately terminate (i) upon the termination, expiration or cancellation of any ieason of the underlying arrangement between WINDSTREAM and any other party involving WINDSTREAM's continued use, or occupation of the Facility, (n) upon the termination (as a result of breach or notice), expiration, or cancellation of the Page 12 Agreement, (iii) for an event of default under this Schedule, or (iv) for convenience upon one hundred eighty (180) days' written notice from Customer to WINDSTREAM This Schedule may be terminated by a patty in the event the other party defaults in the performance of any of its material obligations hereunder and fads to cure the default within thirty (30) days of its receipt of written notice from the terminating party specifying the nature of the default In the event of any termination of this Schedule by WINDSTREAM for Customer's uncured default or termination of this Schedule by Customer for convenience, Customer agrees to pay WINDSTREAM an amount equal to the Coloration Fees times the remaining months in the Term of the Schedule, Any termination of this Schedule shall have no effect on the parties' respective rights and obligations under the Agreement WINDSTREAM shall not be liable to Customer in any way as a result of WINDSTREAM's failure (for any reason) to tender possession of the Equipment Space to Customer on or before the scheduled delivery date 3. CENMALnFFICFCni3OCATIQAZXtES: (a) For use of the Equipment Space and the Facility during the term of the License, Customer shall pay to WINDSTREAM the Colocation Fees set forth on the Proposal Summary (the "Colocation Fees") The Colocation Fees shall be due and payable in advance, without abatement, deduction or set off, on the first day of each calendar month during the term, commencing on the completion of the installation of equipment in the Equipment Space If the Term commences or ends on a day other than the first day of a calendar month, then the Colocation Fees for the month in which the Term commences or ends shall be prorated (and paid at the beginning of the month) in the proportion that the number of days this Colocation Schedule is in effect during such month bears to the total number of days in the month If the Colocation Fees are not paid when due, the amount due and payable shall be subject to a late payment charge as set forth in the Service Agreement. (b) In addition, Customer shall pay to WINDSTREAM, within ten (10) days of receipt of an invoice from WINMSTREAM, all costs incurred by WMDSTREAM in making modifications or improvements to the Facility or the Equipment Space for Customer, or for fire suppression, energy sources or other utilities, and the costs of any work or service performed for, or facilities furnished to, Customer to a greater extent or in a manner more favorable to Customer than that performed for or furnished to others within the Facility (the "Special Construction") WINDSTREAM agrees that prior to making any such modifications or improvements to ,the Facility, the parties will mutually agree upon the costs which WINDSTREAM will incur, and for which Customer shall reimburse WINDSTREAM If any such costs are not paid when due, the amount due and payable shall be subject to a' late payment charge as set forth in the Service Agreement (c) The Colocation Fees may be increased by WINDSTREAM at any time by reason of (1) any increases payable by WINDSTREAM to its landlords) under the lease for the Facility; (ii) any increases incurred by WINDSTREAM in the cost of any of the services to the Facility procured by WWDSTREAM directly from the provider thereof, or (in) any increases in real property taxes or other taxes assessed against the Facility which WINDSTREAM is Liable to pay Customer's share of any such increases shall be pro-ratbd appropriately (d) In addition, Customer shall be liable for and shall pay all taxes, if applicable, and/or surcharges, if applicable, related to the grant of this License to Customer and all taxes and/or surcharges levied against the personal property owned by Customer and located in or about the Facility, Customer shall provide evidence of its status as atax exempt entity q, 1JSF OF THE FACILITY: Customer shall use the Facility and the Equipment Space solely for the purpose of installing, maintaining and utilizing the communications equipment and other personal property of Customer installed in the Facility pursuant to the terms of this License for interconnection with the facilities of WINDSTREAM and for no other purpose, without WINDSTREAM's prior written consent Customer shall not use the Facility or the Equipment Space or allow access thereto or use thereof, except in accordance with the terms of this License. In its use of the Facility and the Equipment Space, Customer shall not interfere with, or connect its Equipment to that of any customer of WINDSTREAM or any other tenant or customer within the Facility, without WINDSTREAM's prior written consent All cross connections between Customer's Equipment and the equipment of any other party other than WINDSTREAM located in the Equipment Space or the Facility shall be subject to WINDSTREAM's prior approval, which approval shall not be unreasonably withheld, delayed or conditioned Each cross connect shall be performed solely by WINDSTREAM and shall be subjectto a monthly recurring charge. Page 13 5. ACCESS TO FACR,ITY% INSTA I ATION AND MAINT E NAN F OF F0II1pM1" ENT• WINDSTREAM acknowledges that the Facility has been designated by WINDSTREAM as supporting un-escorted access. Customers will be provided an access card so that it may have 24x7x365 access to the Facility 6. MAINTENANCE Customer, at its own cost 'and expense, shall protect, maintain and keep in good order the Equipment Space and any Equipment in the Equipment Space, and shall ensure that neithei Customer nor its employees, agents, contractors or invitees damage any part of the Facility, the Equipment Space, and/or any Equipment located in or about the Facility Customer shall provide WINDSTREAM with reasonable prior notice (not less than two business days) of the actual delivery date of the Equipment. Customer shall not cause damage to, or interfere with, the use or operation of the Facility by or the equipment of WINDSTREAM or any third party(ies) Customer shall at all times comply with WINDSTREAM's rules and regulations regarding Facility access and use and any rules and regulations imposed by the owner or operator of the Facility, as either may be amended from time to time. Without limiting the foregoing, Customer shall not maintain or permit any nuisances or violations of governmental laws, rules, regulations, or ordinances with respect to the Facility Customer shall ensure that neither it nor its employees, agents, contractors, or invitees shall permit any explosive, flammable, or combustible material or any hazardous or toxic materials, as defined under applicable state, federal or local laws, rules, regulations, or ordinances to be located in or about the Facility, except in compliance with all applicable laws, rules, regulations, and ordinances 7. INSTALLATION AND AI,T .RATIONS: Without the prior approval of WINDSTREAM, Customer shall not commence any installation, interconnection, addition,or alteration to the Facility, the Equipment Space, or Customer's equipment, or undertake any upgrade or modification to the Equipment, that would in any way result in an increased cost to WINDSTREAM, or that might affect the use of the Facility or other equipment by WINDSTREAM or any other Customer. Whenever WINDSTREAM's approval of work is required, Customer shall deliver a written request for consent to WINDSTREAM, specifying the names and addresses of the desired contractors or subcontractors, along with a description of the services to be performed, and the desired dates and times of service WINDSTREAM shall have the right to approve or disapprove any contractor or subcontractor selected for work in the Facility. If WINDSTREAM does not respond to Customer's written notice requesting approval within ten (10) business days, approval is deemed to have been given In addition, if approval of any contractor or subcontractor, is required by the terms of an agreement with a lessor or other parry holding a superior interest in the Facility, WINDSTREAM shall also submit the written request to such other party for approval, and Customer's use of contractors shall be subject to the landlord's approval as set forth in the underlying lease Customer shall pay or cause to be paid all costs and charges (a) for work done by Customer or caused to be done by Customer in or about the Facility; (b) for all materials famished for or in connection with such work, and (c) for alterations or additions to the Facility or equipment that require WINDSTREAM to incur costs Customer shall indemnify WINDSTREAM against and hold WINDSTREAM and the Facility free and clear of and from all mechanics' liens and claims of hens, and all other liabilities, liens, claims, demands, costs and expenses of any kind on account of such work done by or on behalf of Customer If any such lien is filed at any time against the Facility, or any part thereof, Customer shall cause such lien to be discharged of record within ten (10) days after the filing thereof, except that if Customer desires to contest such lien, it will furnish WINDSTREAM, within such ten-day period, security reasonably satisfactory to WINDSTREAM of at least 150% of the amount of the claim, plus estimated costs and interest If a final judgment establishing the validity or existence of a lien for any amount is entered, Customer shall pay and satisfy the same without delay If Customer fails to pay any charge for which a lien has been filed, and has not given ArMSTREAM security as described above, WINDSTREAM may, at its option, pay such charge and related costs and interest, and the amount so paid, together with reasonable attorneys' fees incurred in connections with such lien, will be immediately due from Customer to WINDSTREAM Nothing contained in this Colocation Schedule shall be deemed to constitute a consent or agreement of WINDSTREAM to subject the Facility to liability under any mechanics' or other lien law If Customer receives notice that a lien has been or is about to be filed against the Facility, or any action affecting title to the Facility has been commenced on account of work done by or on behalf of, or materials furnished to or for Customer, Customer will immediately give WINDSTREAM written notice of such notice At least fifteen (15) days before commencement of any work (including but not limited to any maintenance, repairs, alterations, additions, improvements or installations) in or to the Facility or the Equipment Space by or for Customer, Customer will gyve WINDSTREAM notice of the proposed work and the names and addresses of the persons supplying labor and materials for the proposed work, WINDSTREAM shall have the right to post notices of non -responsibility or similar notices at the Facility in order to protect the Facility against any such liens Page 14 8. COMPLIANCE WITH LAWS; Customer shall, at Customer's sole cost and expense, comply with all federal, state, and local laws, rules, regulations, ordinances and requirements, whether now in force or hereinafter enacted, relating to Customer's use of the Facility and the Equipment Space Customer will obtain all required permits and licenses pertaining to the installation, operation, maintenance and repair of its equipment in the Facility and the Equipment Space 9, LIAMLam. (a) EXCEPT FOR ANY DAMAGES ARISING OUT OF THE GROSS NEGLIGENCE OR INTENTIONAL WRONGFUL ACTS OF WINDSTREAM, WINDSTREAM SHALL NOT BE LIABLE FOR (i) LOSS OF OR DAMAGE TO ANY PROPERTY OF THE CUSTOMER OR OF ANY OTHER PERSON BY THEFT OR OTHERWISE, (h) ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY RESULTING FROM FIRE, EXPLOSION, FALLING PLASTER, STEAM, GAS, ELECTRICITY, INTERRUPTION OF SERVICE OR POWER, DUST, WATER OR SNOW, OR LEAKS FROM ANY PART OF THE BUILDING OR FROM THE PIPES, APPLIANCES OR PLUMBING SYSTEM, OR FROM THE ROOF, STREET OR SUBSURFACE OF ANY OTHER PLACE OR BY DAMPNESS, OR FROM ANY OTHER CAUSE WHATSOEVER; (in) ANY DAMAGE OR LIABILITY CAUSED BY OTHER OCCUPANTS, CUSTOMERS OR PERSONS IN THE BUILDING OR BY CONSTRUCTION OF ANY PRIVATE OR PUBLIC WORK, OR (iv) ANY LATENT DEFECT IN THE FACILITY AND/OR THE EQUIPMENT SPACE, WINDSTREAM SHALL HAVE NO DUTY TO MONITOR, MAINTAIN, OR CARE FOR THE EQUIPMENT INSTALLED BY OR FOR CUSTOMER IN NO EVENT SHALL WINDSTREAM BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS OR CONSEQUENTIAL DAMAGES, WINDSTREAM SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO THE FACILITY, THE EQUIPMENT SPACE, AND ANY MAINTENANCE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (b) Customer will remain responsible for any claims arising out of their performance of this Service Schedule as provided by this Service Schedule or by law This Service Schedule is not intended to increase or decrease Customer's liability for or immunity from tort claims nor will it be interpreted as giving WINDSTREAM a right of indemnification, either by agreement or at law, for claims arising out of the Customer's performance of this Agreement 10. INSURANCE: (a) During the Term of this Colocation Schedule, Customer shall, at Customer's sole cost and expense, keep in full force and affect the following insurance or self-insurance. (1) Standard form property insurance insuring against the perils of fire, vandalism malicious mischief, extended coverage ("all-risks") and sprinkler leakage This insurance policy shall be on all property owned by Customer, for which Customer is legally liable, or that was installed at Customer's direction or expense, and which is located in the Facility, in an amount which comprises full replacement cost (2) Commercial general liability insurance insuring Customer against any liability arising out of the license, use, occupancy, or maintenance of the Facility and all areas appurtenant thereto. Such insurance shall be in the amount, of $2,000,000 combined single limit for injury to or death of one or more persons in an occurrence and for damage to tangible property (including loss of use) in an occurrence The policy shall insure the hazards of the Facility and Customer's operations thereon (3) Workers' compensation as required by applicable state law and employers' liability insurance with minimum limits of $1,000,000 per occurrence If the Facility is located in a "monopolistic" state, Customer shall carry "stop gap" coverage with minimum limits of $1,000,000 per occurrence, (4) Business automobile insurance in an amount not less than $1,000,000 per occurrence covering all autos used atthe Facility, including owned, non -owned and hired autos Page 15 (b) If the risk is insured, other than through self-insurance, all the insurance required of Customer under this Agreementshall , (1) Be issued by an insurer with an A M Best rating of VII or better, (2) Contain a provision that the insurance provided to Customer shall be primary and noncontributing with any other insurance availableto WINDSTREAM, (3) Each liability insurance policy shall list WINDSTREAM, its, officers, directors and employees as additional insureds Each policy, or a certificate of the policy acceptable in form and content to WINDSTREAM, shall be deposited with WINDSTREAM prior to execution of this Colocation Schedule and delivery of Equipment Space and/or use of the Facility, and on renewal of the policy not less than thirty (30) days after expiration of the initial term of the policy 11, ASSIGNMENT AND SUBLICENSINO: Customer shall not sublicense, sell, assign, pledge, encumber or otherwise transfer by operation of law or otherwise all or any part of Customer's rights or obligations under this License, nor permit any other person to occupy or use the Facility or the Equipment Space or any portion thereof, without first obtaining WINDSTREAM's prior written consent, which consent may be withheld in WINDSTREAM's sole discretion 12. TFRMINATION IN THE EVE,NT OF CASIiA XV OR CONDEMNATION: In the event of any damage, destruction, or condemnation of the Facility that renders the Facility or the Equipment Space unusable or inoperable, WINDSTREAM shall have the right to terminate this License and all of its duties and obligations hereunder by giving written notice to Customer within ninety (90) days after such damage, destruction, or condemnation. o Not N M (a) The occurrence of any one or more of the following events shall constitute a default and breach of this License by Customer ("Event of Default")* (1) Customer's failure to pay when due any recurring monthly Colocation Fee or charge, any initial installation charges, or any other amount, if any such failure continues for five (5) days after notice of nonpayment has been given to Customer, (2) Customer's failure to perform or observe any other term, covenant or condition of this License, if the failure continues for thirty (30) days after notice has been given to Customer (3) The installation by Customer of any Equipment in the Facility without first obtaining WINDSTREAM's written consent (4) Customer's assignment without prior consent or abandonment of the Facility and/or the Equipment Space , (b) Upon the occurrence of any Event of Default, WMDSTREAM may, without notice or demand and in addition to any other right or remedy available at law or equity, terminate this License and remove all of the Equipment from the Facility and store the same at Customer's sole cost and expense, Any damages occasioned by such removal and/or storage are expressly waived by Customer Any Equipment so removed will be returned to Customer upon payment in full of all removal and storage costs, all past due Colocation Fees and charges, and all applicable late payment charges If within thirty (30) days following such Equipment removal, Customer has not requested the return of the Equipment and paid any sums owed, then WINDSTREAM may exercise all rights of ownership over such Equipment including the right to sell same and retain possession of any sale proceeds WINDSTREAM's exercise of any remedies provided for in this section shall be without prejudice to any other remedies WINDSTREAM may have available herein or by law Page 16 14. SURRENDER OF TRF PRFMiSF4• Within fifteen (15) days of expiration or earlier terrmnation of this Colocation Schedule, Customer shall remove the Equipment from the Facility at Customer's sole cost and expense Customer shall surrender the Equipment Space in good condition, reasonable wear and tear accepted If Customer fails to remove its equipment and other personal property from the Facility within fifteen (15) days after the date of expiration or other termination, WINDSTREAM may remove and store such iteins at Customer's sole cost and expense In addition, upon expiration or other termination of this Colocation Schedule for any reason, Customer shall, at its sole cost and expense, remove all alterations, additions, and improvements made or installed by Customer and restore the Facility to the same good condition as existed when Customer first installed the Equipment, reasonable wear and tear excepted. 15. RULES AND RE L ,AIML-Customer and its employees, agents, contractors, and invitees shall abide by and observe all reasonable rules and regulations as may be promulgated by WINDSTREAM or WINDSTRF,AM's lessor for the maintenance and use of the Facility Notice of the mles,and regulations will be posted or provided to Customer WINDSTREAM may periodically amend or supplemeiit the rules and regulations at its sole discretion 16, AMENDMENT AND MODIFI AjLQ. c Customer expressly agrees to execute any amendment to the Agreement which may be required by a holder of a superior interest in the Facility, which does not materially and adversely affect Customer's rights under this License, within fifteen (15) days of a written request by WINDSTREAM or WINDSTREAM may terminate this Colocation Schedule on notice to Customer, 17. CONFLICT OF TERMS: The parties agree that to the extent any of the terms or provisions contained in this Schedule conflict with the terms and provisions contained in the Agreement, the terms and provisions of this Schedule will control "WINDSTREAM". By. Name ww ✓ W� Title. &-/o>'.fa-'l_ /)/P-&---4za z "Customer" By Name S a o /( /Ij I �� Title, P0)L6/t95i� ^ylia.f 1 ,57/i./plOAI Page 17 Appendix A DESCRIPTION OF EQUIPMENT ,1. Network switching and routing equipment 2 Server and server chassis equipment 3. Storage area network and backup equipment Page 18 1r0'AV&ANW L. BROOKS PATTERSON-COUNTY EXECUTIVE OAKLAND COUNTY COUNTY MICHIGAN PURCHASING The undersigned executes this Contract on behalf of Contractor and the County, and by doing so legally obligates and binds Contractor and the County to the terms and conditions of this Contract. FOR THE CONTRACTOR: SIGN: � DATE: Print Name: /J- o J , appeared in person before me this day and executed this Contract on behalf of Contractor and acknowledged to me under oath that they have taken all actions and secured any and all necessary approvals and authorizations and has the requisite authority from Contractor to fully and completely obligate and bind Contractor to the terms and conditions of this Contract and any and all other documents incorporated by reference and also acknowledged to me under oath having been provided with copies and having read and reviewed all Contract documents including all documents incorporated by reference. Subscribed and sworn to before me on this Christine L. Arakellan Notary Public Oakland County Michigan My Commission Expires July 25, 2019 FOR THE COUNTY: �q���Aday ofc (01hQ01^y .20�. I/��S-_L4r- L. �/JJ Notary Public, State of i� 1 c� i qrk-� My Commission Expires: Acting in the County of SIGN: Lt�'_ JA DATE: Pamela L. WeipeYCCIA, Compliance Officer Or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator County //q }/7)e�.S.o Q1 /a,.3tL2, APPROVED AS TO SCOPE OF CONTRACTOR SERVICES: SIGN: �a—�`ee�.,-` . ,. DATE: cIb Edwin Poisson, Contract Administrator IT 1200 North Telegraph Road Bldg 49 West Pontiac MI48341 OAKLAND COUNTY COMPLIANCE OFFICE � PURCHASING PROFESSIONAL SERVICE CONTRACT NUMBER 004315 P Rev 2012/12111 age19 L. BROOKS PATTERSON-COUNTY EXECUTIVE fro.AY&AND.- OAKLAND COUNTY COUNTY MICHIGAN PURCHASING EXIIIBIT I CONTRACTOR INSURANCE REQUIREMENTS 1. At all times during this Contract, including renewals or extensions, Contractor shall obtain and maintain insurance according to the following specifications: a. Commercial General Liability - with the following as minimum requirements: $3,000,000 — Each Occurrence (Total Limit) Occurrence Form Policy Broad Form Property Damage Premises/Operations Independent Contractors Products and Completed Operations (Blanket) Broad Form Contractual Personal Injury - Delete Contractual Exclusion Additional Insured The County of Oakland and County Agents (as defined in this Contract); b. Workers' Compensation - as statutorily required by law - Employers Liability with minimum limits of $500, 000 each accident, $500, 000 disease each employee and $500, 000 disease policy limit, , c. Automobile Liability and Property Damage $1, 000, 000 Combined Single Limit, including coverage for all owned, hired and non -owned vehicles including No Fault coverage as required by law; d. Professional Liability/Errors & Omissions Insurance (as applicable) - with minimum limits of $1, 000,000per claim and $1,000,000 dollars aggregate, 2. General Certificates of Insurance: a. All Certificates of Insurance shall contain evidence of the following conditions and/or clauses and shall be sent to: The County of Oakland and County Agents, Oakland County Purchasing, 2100 Pontiac Lake Road, Bldg 41 W, Waterford, MI 48328-0462, fax 248-858-1677 or email to purchasy anavakvov com b. The County of Oakland and County Agents (as defined in this Contract) shall be named as "General Liability" Additional Insured with respect to work performed by the Contractor. c. All Certificates are to provide 30 days written notice of material change, cancellation, or non - renewal. Certificates of Insurance or insurance binders must be provided no less than ten (10) working days before commencement of work to the Oakland County Purchasing, Insurance carriers are subject to the approval of Oakland County. OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING PROFESSIONAL SERVICE CONTRACT NUMBER 004315 Page'20 Rev 2012112111