HomeMy WebLinkAboutReports - 2023.03.23 - 38093
AGENDA ITEM: Extension with Windstream Holdings II for Data Center Co-location Services
(Contract #9727)
DEPARTMENT: Information Technology
MEETING: Board of Commissioners
DATE: Thursday, March 23, 2023 9:30 AM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2023-2686
Motion to approve the attached extension of Contract #9727 with Windstream Holdings II for data
center co-location services from the period of March 2023 - March 2028.
ITEM CATEGORY SPONSORED BY
Contract Gwen Markham
INTRODUCTION AND BACKGROUND
This contract is an extension of an existing contract for backup data center services. The
Windstream service and location are strategic to the county because of the network
connectivity, owned by the county, that connects all cities, villages, and townships
(CVTs). Windstream did provide a 12% reduction in current monthly charges as an incentive to sign
a five-year extension.
The Information Technology Department is requesting approval to extend the contract with
Windstream Holdings II for five (5) years to provide backup data center disaster recovery services
being used by Oakland County. The Purchasing Terms and Conditions state in Section 2400.6
Duration of Contracts and under Procedure states “The Board of Commissioners shall approve
contracts beyond five years”. Windstream also supports Oakland County with network infrastructure
connecting the county cities, villages, and townships (CVTs). Windstream agreed to a 12% price
reduction to monthly charges to sign a 5 year agreement. The current amended contract expires on
12/31/2023 and will be amended for the period from March 2023 to March 2028 with an anticipated
cost of $1,329,600; and
BUDGET AMENDMENT REQUIRED: No
Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at
248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional
information.
CONTACT
Sean Carlson, Deputy County Executive II
ITEM REVIEW TRACKING
Gwen Markham, Board of Commissioners Created -
AGENDA DEADLINE: 03/23/2023 9:30 AM
ATTACHMENTS
1. Windstream 2 4315
2. Windstream 009727_11 - signed (2)
3. Windstream 009727_CO_12 - signed
4. Windstream Colocation Renewal Proposal 60 Mth 1.18.2023
COMMITTEE TRACKING
2023-03-15 Finance - Recommend to Board
2023-03-23 Full Board - Adopt
Motioned by: Commissioner Michael Gingell
Seconded by: Commissioner Janet Jackson
Yes: David Woodward, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine
Long, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson,
Yolanda Smith Charles, Charles Cavell, Brendan Johnson (14)
No: None (0)
Abstain: None (0)
Absent: William Miller III, Michael Spisz, Gary McGillivray, Ajay Raman (4)
Passed
^AKIAND^L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
COUNTY MICHIGAN PURCHASING
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 "Party"
or jointly as the "Parties".
COUNTY OF OAKLAND WINDSTREAM CORPORATION
2100 Pontiae Lake Road David J White
Waterford, MI 48328 30800 Telegraph Rd Ste 4775
(herein, the "County")Bingham Farms, MI 48025
Vendor I.D. No. I757I
(herein the "Contractor")
This Contract is organized and divided into the following "Section" or "Sections" for the convenience of
the Parties.
SECTION I.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
Page 1Rev 2012/12/11
A/Vwindstream. V
PROPOSAL SUMMARY
Service Location Listing - Monthly Recurring Charges
Primary Billing Account OAKLAND COUNTY - FARMINGTON HILLS, #633445187020
Quote # 3168828
Company Representative Visingardi, Kimberly A Rep ID 504949
Effective Date 12/18/2014
MMF $14,467 00
Location Name & Service Address Data
Value Added
Services Total
OAKLAND COUNTY - FARMINGTON HILLS
23629 INDUSTRIAL PARK DR,
FARMINGTON HILLS, Ml 48335 $100 00 $14,367 00 $14,467 00
T.it.il SIOO.^; $.14,367.00
Page 2
windstream
PROPOSAL
Customer Name
Customer Name OAKLAND COUNTY - FARMINGTON HILLS
install Street Address 23629 INDUSTRIAL PARK DR
Opportunity ID 877753
Contract Term 60
Effective Date 12/18/2014
EAN (Account Number) 633445187020
City, State, Zip FARMINGTON HILLS, Ml, 48335
Proposal / Quote ID 3168828
Service Order Type Upsell
Included Total Qty Price/Unit
Central Office Colocation
CO Power 20/16 AMP (208/240\/) Charge
CO Power 30/24 (3 Phase) Charge
CO Power 30/24 AMP (120\/) Charge
CO Power 30/24 AMP (208/240V) Charge
CO Special Construction Charge
Colo Ethernet Charge
Colo Locking Cabinet Charge
Colo T1 Charge
Point to Point
A Location - CLLI FMHLMIDW, LATA 340, Address
INDUSTRIAL PARK DR, City Farmington Hill, State
48335, Type CO, Tier 1
Point to Point 1 5 Mb
Z Location - CLLI TROYMISM, LATA 340, Address
AXTELL RD, City Troy, State Ml, Zip 48084, Type
Point to Point
A Location - CLLI FMHLMIDW, LATA 340, Address
INDUSTRIAL PARK DR, City Farmington Hill, State
48335, Type CO, Tier 1
Point to Point 15 Mb
Z Location - CLLI TROYMISM, LATA 340, Address
AXTELL RD, City Troy, State Ml, Zip 48084, Type
Point to Point
A Location - CLLI FMHLMIDW, LATA 340, Address
INDUSTRIAL PARK DR, City Farmington Hill, State
48335, Type CO, Tier 1
Point to Point 1 5 Mb
Z Location - CLLI TROYMISM, LATA 340, Address
AXTELL RD, City Troy, State Ml, Zip 48084, Type
Point to Point
A Location - CLLI TROYMISM, LATA 340, Address
AXTELL RD, City Troy, State Ml, Zip 48084, Type
Point to Point 1 5 Mb
Z Location - CLLI FMHLMIDW, LATA 340, Address
INDUSTRIAL PARK DR, City Farmington Hill, State
48335, Type CO, Tier 1
Total Features
23629
Ml, Zip
1670
CO, Tier 1
23629
Ml, Zip
1670
CO, Tier 1
23629
Ml, Zip
1670
CO, Tier 1
1670
CO, Tier 1
23629
Ml, Zip
3
4
2
12
$140 00
$460 00
$140 00
$300 00
$0 00
$0 00
$903 00
$25 00
$0 00
$25 00
$0 00
$0 00
$25 00
$0 00
$0 00
$25 00
$0 00
$0 00
$25 00
$0 00
Total Price
$420 00
$1,840 00
$280 00
$3,600 00
$0 00
$0 00
$8,127 00
$100 00
$0 00
$25 00
$0 00
$0 00
$25 00
$0 00
$0 00
$25 00
$0 00
$0 00
$25 00
$0 00
$14,467 00
Page 3
Other Charges (Non-Recurring)
Central Office Colocation
Included Total Qty Price/Unit Total Price
CO Colo Cross Connect Install Charge 5 $0 00 $0 00
CO 20l2A0y Breaker Install Charge 3 $0 00 $0 00
CO 3 Phase Breaker Install Charge 4 $0 00 $0 00
CO 30/120V Breaker Install Charge 2 $0 00 $0 00
CO 30/240V 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 htto llvmw oaetec com/ahoiit-us/notice
*** 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 Monthly Recurring Charges
Total Non-Recurring Charges
Minimum Monthly Fee
Total Price
$14,467,00
$10,000 00
$14,467 00
Service Information
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
^WINDSTREAM
Signature
Printed Name /li- O
Title PofvcAMyWiioi67A^t<)^
/jL- 3/'
Printed Name P jyjjD J -
Date
Title
Date
Page 4
windstream. V
'-.ii'irti t hfil'ititini.. /joi '^oii:ih/u(i '?uv vn:c\
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 date 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 Agreement will automatically renew for successive one-vear 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-to-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 items such as features, installation, labor, repair, long distance, and directory or operator assistance as specified on
the proposai 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), (ii) thirty (30)
days after delivery of the applicable facility and/or equipment to the Customer premises (if the delay in connection of the facility and/or equipment is due to
Customer or its agent), (iii) 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 WINDSTREAMRESERVES 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 /30th 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, (ii) access the Internet for the purpose of sending or
receiving Internet traffic, or (iii) 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 \A/indstream has to collect the full 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, A/indstream will add a late payment fee to the amounts owed and will calculate such fee as the 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 taxes, 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 Windsfream-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 Windstream 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 Windstream reasonable access to the equipment for purposes of repair, maintenance, removal or othenwise
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
^Windstream is defined for purposes of this Agreement to mean Windstream Communications, Inc or such authorized Windstream affiliated entity providing
Services to Customer as identified on Customer's bill
Page 5
Windstream and ensuring such equipment is compatible with Wlndstream's network All terminal equipment must be registered with the Federal
Communications Commission ("FCC") under 47 C F R Part 68, and all wiring 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
Windstream or a third 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 third parties in connection with the installation of the Services and Windstream shall have no responsibility for maintenance or
repair of same
10 Third Party Software. As part of the Services, Customer may be allowed to use certain software and related documentation developed and owned by
Wndstream's third-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, (ii) make copies of the Software, either through a virtual snapshot of the server containing the Software or othenvise, or (iii) transfer the
Software outside of Wndsfream's infrastructure and/or premises Further, Customer agrees to provide Wndstream with evidence that its use of fhe Software
is in compliance with the Agreement and/or third-party software licensor's terms from time to time during the Term as requested by Wndstream If Customer
fails to provide such evidence when requested, or is otherwise not in compliance with the Agreement and/or third-party software licensor's terms,
Wndstream may, at its sole option suspend or terminate the Services that include the Software For the avoidance of doubt, Wndstream'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
http //www.windstream com/leaal/Gooole Adds Premier Edition License pdf PRIOR TO USING THE RELEVANT SERVICES. Wndstream may
cancel Google Services at any time on thirty (30) days' notice and, at Wndstream's option, may either terminate such Google Services altogether or move
Customer to a similar platform In the event that Wndstream or Customer terminates the Google Services or downgrades or cancels Google Services,
Customer is solely responsible for downloading all of ifs information to its computer within thirty (30) days
12. Government Funding. Customer must notify Wndstream of all restrictions, requirements and reporting obligations to which Windstream could become
subject pursuant to any government program before Wndstream 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 Wndstream's prior written consent regarding any
specifically applicable terms If Customer fails to provide such prior written notice to Wndstream of government funding or if Wndstream does not consent to
the use of such funding, then Wndstream 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 Wndstream 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: (I) 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 httD //windstream.com/documents/detariffedservices pdf: (III) FOR INTERNET, THE "ACCEPTABLE USE POLICY"
POSTED AT httD://www2 windstream net/customersuoport/usersauide/accept/accept html AND THE "PRIVACY POLICY" POSTED AT
htto //www windstream com/orivacv aspx: (IV) IF CUSTOMER IS OBTAINING CERTAIN VALUE-ADDED SERVICES (I E , ONLINE BACK UPSERVICES, 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 documents 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 Wndstream 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 fhe 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 may be signed in counterparts, and facsimile or electronic scanned copies
may be treated as original signatures Wndstream 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 fhe initial Term or a Renewal Term,
or if fhe other party is in breach of any material provision of this Agreement and such other party fails to cure within thirty (30) days after wntten notice.
Customer must submit a disconnection request to businessconnects@windstream com Notwithstanding, unless prohibited tjy 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 Wndstream and Customer terminates network Services
pursuant to this section. Customer shall remain obligated to fulfill the remainder of the applicable equipment schedule term Wndstream may limit, interrupt,
suspend or terminate Services immediately if (a) after any required notice. Customer has not paid for Services, or has failed to pay a deposit or advance
payment requested by Wndstream, 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 Sen/ices are
under Customer's control, or there otherwise occurs an event for which Wndstream reasonably believes that the suspension or termination of Services is
necessary to protect Wndstream or Wndstream's other customers from an imminent and significant operational, financial or security risk, in which case
Wndstream 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 (e) Customer uses
the Services for its own end users and/or customers as a telecommunications provider or any other kind of provider, or fft Customer fails to complv with any
applicable renulations or statutes and does not cure such failure to comply within ten flOt davs of receivino notice from Wndstream. or (a) if Customer
impersonates another person, uses obscene or orofane lanouaae or is abusive or harassino when communicating with Wndstream representatives, and
fails to stop the behavior after receiving a written or verbal warning from Wndstream In addition to the termination rights of Wndstream 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 Wndstream 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 Customer's calls are six (6) seconds or less, and/or when more than forty percent (40%) of call attempts
are uncompleted per trunk group and DSO/DSO 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 carriers, (w) charge an additional price per minute in Wndstream'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 price guarantee Wndstream may restore service if customer corrects the violation and pays all outstanding
amounts owed, including restoration charges Prior to installation of Services, Wndstream may attempt to verify the availability of facilities, and in the event
that Wndstream determines in its sole discretion that facilities are not economically or technically feasible, Wndstream has the right to terminate this
Agreement without liability
15 Effect of Termination.
a Pre-lnstallation- If Customer terminates this Agreement after the Effective Date but prior to the installation of Service(s), Customer will pay
Wndstream a Pre-lnstallation Cancellation Charge ("Cancellation Charge") equal to three (3) months of MRCs except that if Wndstream'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 Windstream to prepare for installation The Cancellation Charge set forth in this
Section 15(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 (I)
CUSTOMER'S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS, OR (II) CUSTOMER'S MRCS MULTIPLIED BY SIX (6) 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 WHETHER/WHEN 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 (I)
ANY FAILURE BY CUSTOMER OR CUSTOMER'S END USERS TO COMPLY WITH WINDSTREAM'S ACCEPTABLE USE POLICY OR APPLICABLE
LAW, OR (II) CLAIMS OF OWNERSHIP OR SUPERIOR RIGHTS TO CUSTOMER EQUIPMENT OR OTHER INTELLECTUAL PROPERTY BY A THIRD
PARTY.
18. 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, including but not limited to. (i) cable cuts or common carrier delays, (ii) actions, failures to act
or delays by Customer or others authorized by the Customer to use the Service, (iii) failure of power, equipment, sen/ices 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 (i e . Customer's PBX. Local Area Network (1-AN). (v) during any period in which
Windstream 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
a weekfrom 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 (viii)
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 CUSTOMER's 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 NOTGUARANTEED 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. PROVIDE
ACCESS TO 911 OR TRANSMIT THE MOST ACCURATE LOCATION OR EXTENSION INFORMATION IN A TIMELY MANNER. IF CUSTOMER
ATTEMPTS TO ACCESS 911 IN AN EMERGENCY Examples include voice over Internet protocol ("VoIP"), Centrex, Allworx Reacti™ Application ("Allworx
Reach™"), 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 Reach™, 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 authorities
21 Miscellaneous (a) Notices and Electronic 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 Galleria Blvd , Charlotte, NC 28270, windstream.business suDDort@windstream 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 state 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) Waiver 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 timeframe for disputes described in Section 4, (e) 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 Windstream 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 Partv Beneficiaries No third party shall be deemed a beneficiary of this Agreement, (g) Publicitv Customer agrees
that Windstream may publicly disclose that Windstream is providing Services to Customer and may include Customer's name in promotional materials,
including press releases, (h) Waiver Either party's failure to enforce any right or remedy available under this Agreement is not a waiver, (i) Severabilitv If
any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, (|) Survival Sections 16
through 21 survive after this Agreement ends, (k) Handwritten Chances Handwritten changes are not binding on either party, (I) LJse of Products in U S
Customer acknowledges that the transfer and use of products, services and technical information outside the United States 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) Representation on Authoritv of Parties/Sianatories 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) Confidentialitv 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 IP 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 indemnity 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 routed to the proper PSAP using Windstream's dynamic IP service
For Managed CPE Firewall Services oniy.
Authorization to Perform Testing Certain 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 vinth computer systems that are owned, managed, and/or hosted by a
third party service provider ("Host"), Customer agrees to (i) notify Windstream of such Host arrangement prior to the commencement of any Managed CPE
Firewall Service, (ii) 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, (iii) provide Windstream with a copy of such consent, acknowledgement and
acceptance, and (iv) 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 Windstream 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, (ii) performance and throughput of networks and associated routers and firewalls may be temporarily
degraded, (iii) 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 (i) use or make any copies of the software, (ii) reverse engineer,
decompile, or disassemble the software, (iii) 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 WIndsfream and its suppliers harmless
from and against any and all claims, losses, liabilities and damages, including reasonable attorney's fees, which arise out of Customer's failure to comply
with the foregoing
Page 8
windstream.
APPLICATION FOR CREDIT
Representative
Representative Phone
Visingardi, Kimberly A
248-530-2154
Customer Name OAKLAND COUNTY - FARMINGTON HILLS
Federal Tax ID or 88 Number
Notice Address 23629 INDUSTRIAL PARK DR
Tax Exempt Status
EMR $14,633 67
Years In Operation
Number Of Employees
City FARMINGTON HILLS
State Ml Zip 48335 Business Structure
Nature Of Business
Company Name
Address
City State Zip
Contact Name
Contact Phone
Contact Fax
Contact Email
TROY DEATHERIDGE
24-8 8-5265
Principal/Partner/Offlcer Full Name
AP Contact Name
AP Contact Phone
AP Contact Fax
AP Contact Email
Title
Bank Name
Address
City
State
Zip
Bank Contact Name
Bank Contact Phone
Bank Contact Fax
Account Number
Vendor Account Number Phone Fax Contact
Address
2
Address
3
Address
Current Local Telco Current LD Carrier /Z
Authorization
I hereby represent that 1 am authorized 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 lA/Ve 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
Printed
Title
Date
Page 9
I\lt
windstream.
communications
ADDENDUM TO WINDSTREAM SERVICE TERMS AND CONDITIONS
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 RENEWAL
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 year terms (each, a
"Ftenewal 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
QQQQIL
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
CHANGE OF PREVAILING LAW fVENUEl
The following shall be inserted in lieu of Agreement Section 21. Miscellaneous (b) Applicable Law.Venue
Tlus 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 of Jurv 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
INDEMNITY
Section 17 of Indemnity is hereby revised to read as follows
WINDSTREAM WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THECUSTOMER, AND ITSRESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD-PARTY CLAIMS ARISING OUT OFWINDSTREAM'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTWITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT.
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 counterparts, and ail 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
fCustomerl
AUTHORIZED REP ,
(PRINTEDNAME) .^3 r.tf/T ^ . 6
SIGNATURE
TITLE
DATE ^ H
Windstream
(and its affiliates)
AUTHORIZED REP
(PRINTED NAME)
SIGNATURE
TITLE
DATE.
Page 11
CENTRAL OFFICE COLOCATION
SERVICES SCHEDULE
In addition to the general terms and conditions eontamed in the Windstream Service Terms and Conditions betv/een
Wmdstream ("WINDSTREAM") and Customer (the "Agreement"), of which this Colocation Schedule is a part. Customer
agrees that the following terms and conditions apply to Central OfHee Colocation Services provided to Customer by
WINDSTREAM
1. GRANTOFT-TCF.NSK:
(a) Customer desires to install, operate and maintain certain communications equipment at the faeihty located at
the address set forth m the Proposal Summary (the "Faeility") for the purpose of intereonnectmg Customer's network with
WINDSTREAM's network in order to utilize the Serviees provided under the Agreement Subject to the terms and
conditions eontamed herein, WINDSTREAM hereby grants to Customer a nonexelusive license (the "Lieense") to install,
operate, and maintain certain communieations equipment of Customer as specified on Appendix A (hereinafter the
"Equipment") in the Faeihty Customer shall have eertain use of the equipment space within the Faeility as described m
the Proposal Summary (the "Equipment Space") Customer aceepts the Equipment Space on an "AS IS, WHERE IS"
basis Customer may use the Equipment Spaee only as specified in Section 4 of this Schedule
(b) WINDSTREAM hereby reserves all rights not specifically granted to Customer, including, without
limitation, the right to* (I) access to and use of the Facility for its own use 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 Spaee 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 m any part of the Faeility Customer expressly disclaims any right, title or interest m
or any perpetual right to use, the Facility or the Equipment Spaee. Customer expressly disclaims any right, title, or interest
in or to any of WINDSTREAM's equipment or property or that of any qf WINDSTREAM's affiliates. Customers, agents or
licensees, whether located m the Facility, the Equipment Spaee, or elsewhere
(c) The License is expressly made subject and subordmate to the terms and conditions of any underlying ground
or facilities lease or other superior right by which WINDSTREAM has acquired its interest m 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^qn 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, WINDSTREAM may relocate the
Faeihty 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. TF.RM ANnTFRMTNATTON:
(a) The Lieense granted pursuant to this Colocation Schedule shall be effective on the date Customei
occupies the Equipment Space and shall continue m 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 (I) 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
he released from any obligations to Customer and may license the Equipment Space to another party. WINDSTREAM
and Customer understand and agree that notwithstandmg 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 (I) year renewal terms as
described mthis Section 2(a).
(b) This Schedule shall immediately terminate (i) upon the termination, expiration or cancellation of any leason
of the underlymg arrangement between WINDSTREAM and any other party mvolvmg WINDSTREAM's continued use, or
occupation of the Faeihty, (ii) 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 party m the event the other party
defaults m the performance of any of its material obligations hereunder and fails 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 termmation of this Schedule by
Customer for convenience. Customer agrees to pay WINDSTREAM an amount equal to the Colocation Fees times the
remaining months m 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. rF,NTRAT.OFFTCRrOT.OrATTONFF.F.S:
(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 m 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 m 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 m the Service
Agreement.
(b) In addition. Customer shall pay to WINDSTREAM, within ten (10) days of receipt of an invoice from
WINDSTREAM, all costs incurred by WINDSTREAM m makmg 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 m 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 m the Service Agreement
(c) The Colocation Fees may be increased by WINDSTREAM at any time by reason of (i) any increases payable
by WINDSTREAM to its landlord(s) under the lease for the Facility; (ii) any increases incurred by WD^STREAM in the
cost of any of the services to the Facility procured by WINDSTREAM directly from the provider thereof, or (in) any
increases m 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-rated 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 m or about the Facility. Customer shall provide evidence of its status as a tax exempt entity
4. TISF OF THE FACTLTTY: .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 m 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 subject to a monthly recurring charge.
Page 13
5. ACCESS TO FACn.TTY: TNSTAT.T.ATTON AND MATNTF.NANrF. OF F.OTTTPMF.NT: WINDSTREAM
acknowledges that the Facility has been designated by WINDSTREAM as supporting un-escorted access. Customers will
be provided an access card so tbat it may have 24x7x365 access to the Facility
6. MAfNTFNANCF Customer, at its own cost and expense, shall protect, maintain and keep in good order the
Equipment Space and any Equipment m the Equipment Space, and shall ensure that neithei Customer nor its employees,
agents, eontractors 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 deliveiy 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 matenal 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 m compliance with all applicable
laws, rules, regulations, and ordinances
7. TNSTAT,LATTON AND AT.TERATTONS: 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 m 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 party
holding a superior interest m 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 underlymg 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 furnished for or m 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 hen to be discharged of record within ten (10) days after the filing thereof, exeept that if Customer desires
to contest such hen, it will fiimish 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 hen for any amount is entered. Customer shall pay and satisfy the same without
delay If Customer fails to pay any charge for which a hen has been filed, and has not given WINDSTREAM 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 m connection with such lien, will be immediately due from Customer to
WINDSTREAM Nothmg contained m 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) m or to the Facility or the
Equipment Space by or for Customer, Customer will give 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 hens
Page 14
8. rOMPT.TANrF, WITH T AWS: Customer shall, at Customer's sole cost and expense, comply with all federal, state,
and local laws, rules, regulations, ordinances and requirements, whether now m 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 m the Facility and the Equipment Space
9. TJABTTJTY:
(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, (ii) ANY
INIURY 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; (iii) 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 Sehedule as
provided by this Service Schedule or by law This Service Sehedule is not intended to inerease or decrease Customer's
liability for or immunity from tort claims nor will it be interpreted as giving WINDSTREAM a right of mdemnifieation,
either by agreement or at law, for claims arising out of the Customer's performance of this Agreement
10. INSTTRANCK:
(a) During the Term of this Colocation Schedule, Customer shall, at Customer's sole eost and expense, keep in
full force and affeetthe following insurance or self-insurance.
(1) Standard form property insurance insuring against the perils of fire, vandalism malieious misehief,
extended eoverage ("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 whieh is located m the Faeihty, m an amount whieh eomprises full replacement eost
(2) Commercial general liability insurance insuring Customer against any liability arising out of the lieense,
use, occupancy, or maintenance of the Facility and all areas appurtenant thereto. Sueh 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) m an occurrenee 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 occurrenee If the Facility is located m a "monopolistic" state.
Customer shall earry "stop gap" coverage with minimum limits of $1,000,000 per occurrenee.
(4) Business automobile insurance in an amount not less than $1,000,000 per occurrence covering all autos
used at the 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 Agreement shall
(1) Be issued by an insurer with an A M Best rating of Vn or better,
(2) Contain a provision that the insurance provided to Customer shall be primary and noncontributmg with
any other insurance available to 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 m 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. ASSTGNMENT AND STTRT TrF.NSTNG: 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 wntten consent, which consent may be withheld m WINDSTREAM's sole discretion
12. TERMINATION IN THE EVENT OF rASTTAT.TY OR rONPFMNATTON: 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.
13. EVENTS OF nEFAITIT
(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 m the Faeility without first obtaining
WINDSTREAM's written consent
(4) Customer's assignment without prior eonsent or abandonment of the Facility and/or the
Equipment Space
(b) Upon the occurrence of any Event of Default, WINDSTREAM may, without notice or demand and m addition
to any other right or remedy available at law or equity, terminate this License and remove all of the Equipment from the
Faeility 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 m full of all
removal and storage costs, all past due Colocation Fees and charges, and all applicable late payment charges If within thiity
(30) days following such Equipment removal. Customer has not requested the letum 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 m this section shall be
without prejudice to any other remedies WINDSTREAM may have available herein or by law
Page 16
14. STIRRKNnKR OF THE PRF.MTSF.S: Within fifteen (15) days of expiration or earlier termination 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 items 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. RTJT.F.S AND RF.dTJT.ATTONS: Cu.stomer and its employees, agents, contractors, and invitees shall abide by and
observe all reasonable rules and regulations as may be promulgated by WINDSTREAM or WINDSTREAM's lessor for the
maintenance and use of the Facility Notice of the rules and regulations will be posted or provided to Customer
WINDSTREAM may periodically amend or supplement the rules and regulations at its sole discretion
16. AMFNOMFNT AND MOmFICATTON: .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. CONFT.TCT OF TFRM.S: _The parties agree that to the extent any of the terms or provisions contained m this
Schedule conflict with the terms and provisions contained in the Agreement, the terms and provisions of this Schedule will
control
'WINDSTREAM".
Name
Title.
By.
"Customer"
Title. f>0\vCh/)et 67
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
«OAiaANCF
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
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 - 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.
day oft^^^ VCI^y 20 (S .
ijm
Notary Public, State of / c/
OnKlai^d
Subscribed and sworn to before me on this
Christine L. Arakelian
Notary Public
Oakland County Michigan
My Commission Expires
July 25,2019
45
County
FOR THE COUNTY:
SIGN:
My Commission Expires: ^ ^ ^ ^ / 9
Acting in the County of K ]Q>t f]
DATE:
Pamela L. Weipert, CJ^, CIA, Compliance Officer
Or
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
APPROVED AS TO SCOPE OF CONTRACTOR SERVICES:
SIGN:
Edwin Poisson,
Contract Administrator
DATE:
IT
/
cjb
1200 North Telegraph Road
Bldg 49 West
Pontiae MI 48341
Rev 2012/12/11
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
PROFESSIONAL SERVICE CONTRACT NUMBER 00431S
Page 19
Wakiand^L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASINGCOUNTY MICHIGAN
EXHIBIT 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)
Geeurrence 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
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 $1,000,000 per claim and $1,000,000 dollars aggregate.
1. 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 Pontiae Lake Road, Bldg 41W, Waterford, MI 48328-0462, fax 248-858-1677
or email to purchasins(d).oak20v 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.
limit.
Rev 2012/12/11
OAKLAND COUNTY COMPLIANCE OFFICE - PURCHASING
PROFESSIONAL SERVICE CONTRACT NUMBER 0043IS
Page 20
AMENDMENT OF CONTRACT 009727
Page 1 Rev 2022/05/11
IT WKP
AMENDMENT OF CONTRACT 009727
AMENDMENT 11
AMENDMENT DATE: August 24, 2022
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 Holdings II LLC 4001 Rodney Parham Rd
Little Rock, AR 72212 Vendor Number: 29706
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 $310,000.00 to the Contract Not to Exceed (NTE) amount.
Extend contract expiration date from 12/31/2022 to 12/31/2023.
AMENDMENT OF CONTRACT 009727
Page 2 Rev 2022/05/11
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: SIGN / DATE:
Windstream Holdings II LLC
THE COUNTY OF OAKLAND: SIGN / DATE:
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
cjs
James Maddox (Aug 25, 2022 09:54 EDT)
James Maddox
Scott N. Guzzy (Aug 25, 2022 14:19 EDT)
Scott N. Guzzy
AMENDMENT OF CONTRACT 009727
Page 1 Rev 2022/05/11
IT WKP
AMENDMENT OF CONTRACT 009727
AMENDMENT 12
AMENDMENT DATE: September 27, 2022
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 Holdings II LLC
4001 Rodney Parham Rd
Little Rock, AR 72212 Vendor Number: 29706
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 the 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 agree to amend the Contract as follows:
1.0 The County and Contractor agree that any and all defined words or phrases in the Contract apply
equally to and throughout the Amendment.
2.0 The Parties agree that any and all other terms and conditions set forth in the Contract 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:
Amend agreement as per attached Exhibit A, effective date for new pricing is 09/10/2022. With the
option of one (1) additional one (1) year Renewal Term ending 12/31/24.
Contractor agrees to waive any previously accrued increase of fees from January 1, 2016 through
September 10, 2022.
AMENDMENT OF CONTRACT 009727
Page 2 Rev 2022/05/11
The undersigned 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: SIGN / DATE:
Windstream Holdings II LLC
THE COUNTY OF OAKLAND: SIGN / DATE:
Scott N. Guzzy, CPPO, MBA, Purchasing Administrator
cmk
James Maddox (Sep 27, 2022 16:32 EDT)
James Maddox
Scott N. Guzzy (Sep 27, 2022 17:30 EDT)
Quote #: 2489497 v. 1 Windstream
SERVICE AGREEMENT
Account Summary
Customer Name County of Oakland
Quote #2489497
Windstream Enterprise Representative Angie Mcrill
Contract Term Length 12 Months
Effective Date September 10, 2022
MMF $25,212.00
Summary of Charges (Total for All Locations)
Product Monthly Recurring Charges One-Time Charges
Central Office Colocation $25,160.00 $0.00
Common Voice Features $0.00 $0.00
Trunks $52.00 $0.00
Total*$25,212.00 $0.00
The Monthly Recurring Charges represented above DO NOT include the taxes or charges that Windstream passes on to governmental entities
AND the following Windstream fees and surcharges: Access Recovery Charge of up to $3.00 per line or a maximum of 5 per trunk. Regulatory
Assessment Surcharge of up to 8% applies to Interstate and International charges in the following states MN, NY and PA. An Administrative
Service Fee of up to 12% applies to Interstate, Intrastate and Internet services monthly charges in all states except MN, NY and PA.
This offer is voidable by Windstream if not signed and returned by 9/29/2022.
EXHIBIT A
1
Quote #: 2489497 v. 1 Windstream
SERVICE AGREEMENT
Location Summary
Location Name Monthly Recurring Charges One-Time Charges Credits
OAKLAND COUNTY $25,212.00 $0.00 $0.00
Location Detail
Location Name OAKLAND COUNTY Account Number 633445187020
Location Address 23629 INDUSTRIAL PARK DR , FARMINGTON, MI 48335-2857
Monthly Recurring Charges
Product Qty.Unit Price Total Price
Central Office
Colocation
Colo Ethernet Charge 1 $0.00 $0.00
CO Power 20/16 AMP (208/240V) Charge 18 $250.00 $4500.00
CO Power 30/24 AMP (208/240V) Charge 18 $370.00 $6660.00
Colo Locking Cabinet Charge 10 $1400.00 $14000.00
Common Voice
Features
900/976 Block 1 $0.00 $0.00
International Block 1 $0.00 $0.00
Trunks
PRI Trunk Port 1 $0.00 $0.00
20 DID Station Numbers *1 $6.00 $6.00
FSLC Charge *5 $9.20 $46.00
Total $25,212.00
2
Quote #: 2489497 v. 1 Windstream
SERVICE AGREEMENT
Usage Rates Product and Usage Rates
Package Name Usage Type Rate Initial Increment Additional Increment Precision
Common Voice
Features
Out of State Long Distance Charges (D)0.03 6 sec 6 sec 2 digit
In State Long Distance Charges (D)0.03 6 sec 6 sec 2 digit
Regional Long Distance Charges (D)0.03 6 sec 6 sec 2 digit
Usage Rates**
Rates listed within the Usage Rates section are applicable for all locations, unless otherwise noted on the individual Service Location listing in
the Usage Rates sub-section. Additional charges apply for all voice features, router maintenance, CPE maintenance and directory listings. Local
Usage is an additional charge in CA, DC, MA, MD, NH, NJ, NY, PA and RI and will be billed at the current retail rate. Customers participating in
an Equipment for Services Lease Program will be billed program rates. Precision - each call is billed to two decimal places and rounds the billed
amount for each call up to the nearest whole cent.
3
Proposal Date: 1.18.2023
Term Length: 60 Month Term Agreement
Renewal Quote Proposal VOID after 3.30.2022
Description QTY Cost Per Unit Total Monthly Price Description QTY Cost Per Unit Total Monthly Price
Colo Locking Cabinet Charge 10 $1,400 14,000.00$ Colo Locking Cabinet Charge 10 $1,100 11,000.00$
CO Power 20/16A (208/240V) Primary 9 $250 2,250.00$ CO Power 20/16A (208/240V) Primary 9 $250 2,250.00$
CO Power 20/16A (208/240V) Secondary 9 $250 2,250.00$ CO Power 20/16A (208/240V) Secondary 9 $250 2,250.00$
CO Power 30/24A (208/240V) Primary 9 $370 3,330.00$ CO Power 30/24A (208/240V) Primary 9 $370 3,330.00$
CO Power 30/24A (208/240V) Secondary 9 $370 3,330.00$ CO Power 30/24A (208/240V) Secondary 9 $370 3,330.00$
25,160.00$ *22,160.00$
Monthly Recurring Savings (3,000.00)$
Total Term Length Savings (180,000.00)$
Proposed Term Extension QuoteCurrent MSA Pricing*
Prepared for: Oakland County Government
Quote Type: Renewal of Colocation - Contract 004315
#Sensitivity: Internal
#Sensitivity: Internal