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Lightbound, LLC/IT/8,480/Various Services 1 of 24 �q0 LIGHTBOUND. 731 W Henry St, Suite 201 Indianapolis, Indiana 46225 USA MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT(the"Agreement")is entered into this February 28,2019(the"Effective Date")by and between LIGHTBOUND, LLC, an Indiana limited liability company("LightBound"),whose address is 731 W. Henry Street, Suite 200, Indianapolis, Indiana 46225 and the below identified customer("Customer") (hereinafter, LightBound and Customer may be referred to in the aggregate as"Parties",and each singularly as a "Party"). Customer: LightBound: City of Carmel LightBound, LLC Renick,Timothy Attn:Jack Carr 31 1st Avenue N.W. 731 W. Henry St.Suite 201 Carmel, Indiana 46032 Indianapolis, IN 46225 Recitals WHEREAS, Customer desires to purchase services from LightBound,which may include data services,colocation services, IP access services,voice services, business recovery services and cloud computing services(those services as identified in one or more Service Orders executed pursuant to this Agreement, the"Services"); and WHEREAS, LightBound is willing to provide those services to Customer on the terms and conditions contained herein. NOW,THEREFORE, in consideration of the mutual promises and covenants contained herein,and other good and valuable consideration, the Parties hereby agree to the General Terms and Conditions contained on pages 2 through 19 hereof,which are hereby incorporated into and made a part hereof. IN WITNESS WHEREOF,the Parties by their authorized representative have executed this Agreement on the date first above written. City of Carmel LightBound By: By: � Name: Nan .04 Calq Title: Title: F �Date: Date: Li2'I `i Page 1 of 24 2 of 24 GENERAL TERMS AND CONDITIONS ARTICLE I Services 1.1 Services.During the Term(as hereinafter defined)of this Agreement,Customer may order from LightBound Services by submitting to LightBound its order for those Services on the form as LightBound prescribes from time to time and at the rates that are set forth on the form signed by the Parties(each a"Service Order").Each Service Order submitted by Customer and accepted by LightBound shall be considered a separate contract between the Parties that,except as otherwise specifically provided in the Service Order,incorporates the terms of this Agreement. LightBound shall provide to Customer the requested Services identified and agreed upon in a Service Order,which shall contain the specific description of the Services ordered,applicable charges and period of time that Customer agrees to purchase such Services. Orders for Services will be transmitted and processed in accordance with LightBound's procedures,which procedures may be amended from time to time by LightBound. 1.2 Additional Facilities or Equipment.If additional construction of facilities and LightBound provided customer premises equipment are required to provide any Service requested by Customer, LightBound will quote the additional costs to Customer,including the terms of payments and any additional termination charges. If the additional costs, terms and conditions are accepted by Customer,the Service Order applicable to the Services shall be revised and signed by the Parties. If LightBound provides equipment for installation at Customer's premises, that equipment shall at all times remain the property of LightBound and shall be returned to LightBound within ten(10)days of termination of the applicable Service Order in the same condition as it was originally delivered, normal wear and tear excepted.In the event Customer fails to timely return its equipment, LightBound in its sole discretion and without waiving any other remedies it may have may choose to remove the equipment from the Customer's premises.Customer hereby authorizes LightBound to recover the equipment from Customer's premises during reasonable hours. In the event Customer fails or refuses to timely return the equipment,or the same is lost,altered,destroyed,damaged or stolen, Customer shall pay LightBound the reasonable replacement cost of the equipment,plus any costs incurred by LightBound arising from the loss of or damage to the equipment within 14 days of invoice from LightBound. 1.3 No Resale.Services provided by LightBound are for the sole use of the Customer and are not for resale or license of any nature whatsoever by Customer without the prior written consent of LightBound,which may be given or withheld in its sole discretion.Customer is and shall be responsible for any misuse of the Services,even if the inappropriate activity was committed by a friend,family member,guest,employee or any other person with access to Customer's account. 1.4 Maintenance Interruptions.LightBound may from time to time without liability to Customer suspend the Services for routine maintenance or rearrangement of circuits.To the extent feasible,LightBound will schedule routine maintenance during the hours of 12AM and 6AM local time and give Customer 7 days prior notice of the scheduled routine maintenance.Whenever reasonably possible, LightBound will give Customer advance notification of unscheduled or emergency maintenance. 1.5 Outages.Customer agrees to notify LightBound of any interruption of Services.Colocation Services and internet connectivity are subject to a Service Level Agreement which is attached to the Service Order for those Services.For Services other than colocation and internet connectivity,an outage credit will be allowed for interruptions in service caused by facilities that are operated and maintained by LightBound for continued interruptions of more than thirty minutes.The credit is equal to the fee for the interrupted service a pro-rated basis from the time LightBound is aware of the interruption until the service is restored. 1.6 No Violations.The Customer warrants that its use of the Services will not violate any law,rule or regulations or violate or infringe upon the rights of any other party,including,without limitation,contractual rights,intellectual property rights,and publicity and privacy rights.Customer agrees to comply with all applicable federal,state, and Page 2 of 24 3 of 24 local laws, rules,and regulations In connection with its use of the Services. In the event Customer purchases on-line Services from LightBound, Customer agrees to adhere to LightBound's Acceptable Use policy,as the same may be amended from time to time,with respect to those on-line Services. LightBound shall not amend the acceptable use policy in a manner which will materially and adversely affect Customer's ability to use the Services unless the amendment is necessary, in LightBound's good faith judgment,to comply with law or avoid liability to third persons. 1.7 Third Party Components.This Section does not apply to colocation Services.Customer acknowledges that in order to provide certain Services and Deliverables hereunder,LightBound may be required to purchase access to third party telecommunications,energy/utility transportation and/or managed service facilities("Third Party Facilities") and/or purchase/license and provide Customer with access to certain software applications and services provided by Third parties("Third Party Software")(Third Party Facilities and Third Party Software are sometimes referred to collectively as"Third Party Components").All Third-Party Facilities or Software shall be clearly identified as such on the relevant Service Order. If a Service is not specifically identified as a Third-Party Facility or Software,then it will not be considered a Third-Party Facility or Software or treated as such for purposes of this Agreement Customer further acknowledges that availability of these Third Party Components is based on the best information available prior to the execution of the applicable Service Order,including third party representations and government regulations,and is subject to change during the Term of the applicable Service Order by action or inaction by a third party with little or no advance notice.If any necessary Third Party Components are determined by LightBound to be unavailable as a result of changes to any third party availability,governmental regulations or any other condition or circumstance outside of LightBound's control,then(a)LightBound shall not be in breach hereof or otherwise liable for any failure or inability to provide Services as a result of the unavailability of any Third Party Components,and(b) LightBound may in its sole discretion modify this Agreement to reflect the impact of the unavailability of the Third Party Components, provided,if any modification of this Agreement to address the unavailability of Third Party Components includes a material price increase with respect to the Services enabled by the Third Party Components, Customer may cancel the affected Services by providing written notice to LightBound within thirty(30)days after Customer's receipt of notification of the material price increase.Any Third Party Components identified on a Service Order as provided by LightBound to Customer are provided on an AS IS basis,without warranty from LightBound of any kind,express or implied.Customer agrees to abide by the applicable third-party manufacturer licensing agreements. 1.8 CPNI.From time to time LightBound is able to provide the Customer with product marketing or education information based on existing or presumed use of one or more LightBound services.This information is called Customer Proprietary Network Information or CPNI. LightBound may use CPNI to advise the Customer on utilizing existing or new related products.UghtBound does not sell or provide this information to any third parties,other than the E911 records required by law if Customer is a telephone customer.Customer has a right to restrict Company's access to CPNI. If Customer chooses to opt-out of LightBound's use of CPNI,Customer shall contact our business office to be placed on a list where we will not use your CPNI. Further,the Customer hereby gives LightBound permission to contact them at the phone number listed in the LightBound's records about future services that LightBound will be offering that may be of interest to Customer. 1.9 Federal Universal Service Fund Contributions LightBound is required by the Federal Communications Commission(FCC)to contribute to the federal Universal Service Fund(USF),which subsidizes telecommunications services in high cost and rural areas and services to low income consumers,schools,libraries and rural health care providers.To recover the cost of its federal USF contributions, LightBound assesses federal USF charges equal to the then-applicable quarterly contribution factor(as established by the FCC)times the portion of your invoice subject to federal USF charges. LightBound will waive the FUSF with respect to specifically identified FUSF applicable charges to the extent that Customer demonstrates to LightBound reasonable satisfaction that: Page 3 of 24 4 of 24 Customer(a)has filed an FUSF Exemption Form with LightBound covering the twelfth month prior to the month for which Customer seeks the exemption,or(b)was not required to file a FUSF Exemption Form covering such period,either because Customer was not then providing telecommunications services or because Customer was then subject to the FCC's de minimis exception to the FCC's filing requirement; the charges with respect to which the waiver is sought are for services purchased by Customer for resale;and Customer will file a FUSF Exemption From with LightBound in which the reported billed revenues will include all billed revenues associated with Customer's resale of services purchased from LightBound for the period during which the waiver Is sought. The FUSF will not be waived with respect to:(a)charges for services purchased by Customer for its own use as an end user; (b)charges for which the bill date is on,prior to,or within thirty days after, the date on which Customer applies for a waiver with respect to those charges;or(c)charges for services resold by Customer,if Customer(or another provider that buys services directly or indirectly from Customer)is not subject to direct Universal Service contribution requirements. 1.10 Changes for Regulatory Requirement. If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of canceling,changing or superseding any material term of provision of this Agreement or a Service Order(collectively, "Regulatory Requirement"),then the Parties shall attempt to mutually agree on a modification and amendment of this Agreement and the affected Service Order in such a way as is necessary to comply with the Regulatory Requirement. Should the Parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty(30)days after the Regulatory Requirement is effective,then upon written notice either Party may,to the extent practicable,terminate that portion of this Agreement or Service Order impacted by the Regulatory Requirement,or, if the entire Agreement or the affected Service Order is impacted in such a way as to make continuation impossible, either Party may terminate the Agreement or the affected Service Order with no further obligation or liability hereunder,and Customer shall not be liable for disconnection charges hereunder,except any non-recurring fees LightBound incurs from other suppliers or third parties in connection with cancellation of such Services and any outstanding invoices still owed by Customer. 1.11 Electricity Adjustment. In the event the per kilowatt fees for electricity paid by LightBound increases, LightBound may adjust the fees for Services to recover the amount by which the electricity fees paid by LightBound to provide the Services exceed the amount that would have been payable at LightBound's current per kilowatt fee. Page 4 of 24 5 of 24 ARTICLE II Term and Termination 2.1 Agreement Term.This Agreement is for a term commencing on the Effective Date and terminating one year after the last Service Order under this Agreement has terminated, 2.2 Service Order Term.Notwithstanding the foregoing,the Parties agree that Customer shall have the right to cancel Service Orders for cross-connects at any time upon 30 days prior written notice to LightBound. 2.3 Early termination of Services.(a)If any Services are terminated prior to the expiration of the term of those Services contained in the applicable Service Order,for any reason other than a material uncured breach of the Service Order by LightBound,which breach is not cured by LightBound within thirty(30)days after receipt of written notice from Customer,then Customer agrees to pay LightBound an early disconnection charge equal to:(i)one hundred percent(100%)of the monthly recurring charges for the Services multiplied by the number of months remaining in the term;(ii)any nonrecurring fees LightBound incurs from other suppliers or third parties in connection with cancellation of the Services;and(iii)any outstanding invoices or other amounts still owed by Customer.This payment shall be due within ten(10)days of the effective date of cancellation. (b)Upgrading of on-net circuits to those of higher capacity is considered a service upgrade in which case the original circuit is not considered terminated so long as the Service Order for the new circuit is of equal or longer term to the original circuit.Cancellation of an existing Service Order for an on-net circuit followed by a new Service Order for on- net services of equal or greater monthly recurring charges and an equal to or greater term within forty-five(45)days of the original cancellation order will not incur an early disconnection charge. 2.4 Insolvency.Either Party may terminate this Agreement upon the other Party's insolvency,dissolution or cessation of business operations. 2.5 Termination by LightBound. In the event Customer fails to pay LightBound any amount due under this Agreement and all outstanding Service Orders by the Due Date,other than a Disputed Amount,and Customer does not cure such payment default within ten business days of the receipt of written notice of the payment default from LightBound, LightBound may terminate this Agreement and the Service Orders by notice to Customer.A"Disputed Amount"is a charge disputed by Customer in good faith in a writing detailing the basis for the dispute and delivered to LightBound prior to the Due Date.In the event of a breach of any material term or condition of this Agreement or a Service Order by Customer,LightBound may terminate this Agreement or the affected Service Order upon thirty (30)days written notice,unless Customer cures the breach during the thirty(30)day period. If Customer's Services are terminated or suspended due to an uncured breach of this Agreement by Customer,and in the event LightBound subsequently agrees to reconnect the Services,the Customer agrees to pay the greater of a$125.00 reconnection fee or the reconnection fee contained in the applicable Service Order. 2.6 Remedies.Upon any material breach of this Agreement by Customer not cured before the expiration of the applicable notice and cure period,LightBound may,at its sole option,do any or all of the following: (i)Cease accepting or processing Service Orders and suspend Services; (ii)Cease all electronically and manually generated information and reports; (iii)Draw on any letter of credit,security deposit or other assurance of payment and enforce any security interest provided by Customer; (iv)Terminate this Agreement and any and all Service Orders without liability to LightBound; (v)Collect from Customer the disconnection charges;and/or (vi)Pursue such other legal or equitable remedy or relief as may be available to LightBound. Page 5 of 24 6 of 24 2.7 Material Breach.In the event of a breach of any material term or condition of this Agreement or a Service Order by LightBound, Customer may terminate the affected Service Order upon thirty(30)days written notice without liability or further obligation, unless LightBound cures the breach during the thirty(30)dayperiod. 2.8 Release of Addresses.Customer agrees to release any Internet protocol numbers, addresses,or address blocks assigned to Customer by LightBound in connection with the Services promptly after the later of the effective date of termination. In the event Customer has any property located at LightBound's premises or any property of the Customer related to a Service Order and located off Customer's premises(e.g.any back-up data housed at a remote location), upon termination of the Service Order for which LightBound provides Services involving the Customer property, LightBound will provide Customer with access to LightBound's premises(or cause the applicable third-party to provide Customer with access to the third party's premises)during normal business hours,which access shall be as often as practicable for Customer to recover the property, and any property of Customer not removed from LightBound's(or a third party's)premises within sixty(60)days shall be deemed abandoned. Page 6 of 24 7 of 24 ARTICLE III Payment 3.1 Payment.Customer shall pay to LightBound all recurring and non-recurring charges for the Services at the rates and charges set forth on the applicable Service Order.All charges shall be due and payable by Customer to LightBound within thirty- ve.35)days from the date of invoice(the"Due Date").The recurring charges shall be invoiced monthly in adv.e_Yr as of the first day of the month.LightBound's billing cycle will follow the calendar month. A pro-rated portion of the first month's Service will be included on the first invoice plus the next month's Service in advance. Nonrecurring charges will be included on the invoice for the month in which incurred.Unless a longer period is required by applicable law or regulation,adjustments for billing errors must be reported by Customer to LightBound and unbilled charges must be reported by LightBound to Customer within ninety(90)days of the invoice date or the same shall be deemed waived. 3.2 Late Charges.If any amounts are not paid on the Due Date,a late charge shall accrue on all amounts other than Disputed Amounts not paid when due equal to one percent(1.0%)(or the maximum legal rate,if less)of the unpaid balance per month.In the event a payment is received by LightBound an. aurned for insufficient funds or bank charges,to the extent permitted by law, the Customer will reimburse LightBound the greater of all associated processing charges incurred by LightBound or a late charge of twenty-five dollars($25)per returned item and any interest due on past due amounts. 3.3 Credit Approval;Deposits.Customer acknowledges that delivery of the Services is subject to credit approval by LightBound. 3.4 Taxes;Assessments. In addition to the consideration provided herein, Customer agrees to pay amounts equal to any sales, use, excise or other taxes or any assessments by any governmental or regulatory body levied against or imposed upon the Services provided under this Agreement or on any equipment exclusively provided for Customer's use("Taxes"),but Customer shall not be obligated to pay any taxes based on LightBound's net income or property. If Customer claims an exemption from these taxes,Customer shall provide to LightBound an appropriate exemption certificate. If Customer challenges the applicability of any tax, Customer shall nevertheless pay the tax to LightBound and Customer may thereafter challenge the tax and seek a refund.Customer agrees to indemnify and hold harmless LightBound from any cost,fee,penalty or expense(including counsel fees)in connection with any assertion by any taxing authority that LightBound has failed to collect and remit their sales or use tax on transactions hereunder or to pay any property taxes on any equipment exclusively provided for Customer's use but shall have no such obligation to LightBound with respect to any amount paid by Customer to LightBound and not remitted to the relevant taxing authority. Page 7 of 24 8 of 24 ARTICLE IV Warranties; Customer Representations 4.1 Warranties. LightBound represents and warrants to Customer that it has the right to provide to Customer the Services specified herein and in any Service Order and that it has the right, power and authority to enter into and perform its obligations under this Agreement and any Service Order. LightBound represents and warrants that the Services are in compliance with all applicable federal, state and local laws, rules and regulations and administrative and regulatory requirements,and LightBound shall be responsible for obtaining and maintaining all approvals, registrations and certifications required by such authorities. LightBound represents and warrants that the Services shall not infringe the copyright, patent,trademark or other intellectual property right of a third party. LightBound will defend, at its own expense,any action brought against Customer to the extent that the actions based on a claim that hardware, software or Services provided by LightBound as part of the Services infringes a patent,copyright, or trade secret of a third party. LightBound will pay all costs, damages and reasonable attorney's fees awarded against Customer in the infringement action. The foregoing states the entire liability of LightBound with respect to infringement of any intellectual property rights by Services. 4.2 Disclaimer of Warranties.OTHER THAN THE WARRANTIES SET FORTH HEREIN OR IN THE APPLICABLE SERVICE ORDER, LIGHTBOUND MAKES NO WARRANTY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY,AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF ANY SERVICE PROVIDED HEREUNDER OR THEREUNDER OR DESCRIBED HEREIN OR THEREIN, OR AS TO ANY OTHER MATTER,ALL OF WHICH WARRANTIES BY LIGHTBOUND ARE HEREBY DISCLAIMED.TI-IE CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT CUSTOMER'S SOLE RISK. NEITHER LIGHTBOUND NOR ANY OF ITS PARENT COMPANIES,SUBSIDIARIES,AFFILIATES, LICENSORS, EMPLOYEES OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AND NO WARRANTY IS MADE AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. 4.3 Customer Representations. If Customer is a corporation or limited liability company,Customer represents that it is duly organized and in the jurisdiction of its organization and in the State of Indiana, and that the execution and delivery by the Customer of this Agreement and the performance by the Customer of its obligations hereunder have been duly authorized by all necessary action,do not require any approval or consent of any person or local,state, federal or other governmental authority, and do not and will not conflict with, result in any violation of, or constitute any default under,any provision of,the articles of organization or by-laws or other organizational documents of the Customer or any contract,agreement,document or instrument to which it is a party or by which it is bound. Page 8 of 24 9 of 24 ARTICLE V Indemnification; Limitation of Liabilities 5.1 Customer Indemnification.Customer shall indemnify and hold harmless LightBound and its officers, directors, agents and employees,from and against any and all claims, demands,causes of action, losses,damages,costs and expenses,including attorneys'fees(collectively referred to as"Claims")arising out of or in any manner relating to: (i)violation by Customer or its employees or agents of any law, rule or regulation by any governmental authority or other agency; (ii)any claim for withholding or other taxes that might arise or be imposed due to this Agreement or the performance hereof; (iii)damage to property or personal injury(including death)arising out of the negligence or willful acts or omissions of Customer;(iv)breach of any representation,warranty,or obligation contained in this Agreement or any Service Order by Customer; or(v)any act or omission of Customer and its officers, directors, agents, employees or customers arising under or in any way related to this Agreement or any Service Order. 5.2 Limitation of Liabilities. LightBound's sole liability arising out of delays in restoration of the Services to be provided under this Agreement or a Service Order or out of mistakes,accidents,omissions,interruptions, or errors or defects in transmission in the provision of Services,or arising in any way out of this Agreement, shall be subject to the limitations set forth in Article IV and Article V of this Agreement or the applicable Service Order. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL LIGHTBOUND'S LIABILITY FOR DAMAGES EXCEED THE AMOUNT OF FEES AND CHARGES PAID BY CUSTOMER DURING THE TWELVE(12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT SHALL LIGFITBOUND BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY IN ANY RESPECT FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL,ACTUAL, PUNITIVE, OR ANY OTHER DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER,ARISING OUT OF MISTAKES ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, OR DEFECTS IN TRANSMISSION, OR DELAYS,ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF LIGHTBOUND PURSUANT TO THIS AGREEMENT. LIGHTBOUND'S LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT,WHETHER BASED ON CONTRACT, TORT(INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE), WARRANTY OR ON OTHER LEGAL OR EQUITABLE PRINCIPLES SHALL BE LIMITED TO STRICT MONEY DAMAGES AND SHALL NOT EXCEED THE AMOUNT OF FEES AND CHARGES PAID BY CUSTOMER DURING THE TWELVE (12)MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. Page 9 of 24 10 of 24 ARTICLE VI Colocation Services 6.1 Colocation Service Orders.This Article applies to any Colocation Services provided to Customer by LightBound under one or more Service Orders for Colocation Services. 6.2 SOC 2.LightBound agrees to provide to Customer at Customer's request,when and as available,a copy of the SOC 2 report(or any similar report substituted for the SOC 2)relating to suitability of the design and operating effectiveness of controls to meet the criteria for security and availability of LightBound's colocation services.The SOC 2 report will be provided subject to customary nondisclosure agreements. 6.3 Physical Access.Access to the colocation areas(the"Colocation Areas")of the 731 West Henry Street and 650 West Henry Street data centers(the"Data Centers")Is controlled by an appropriate physical security system, currently,a dual access security system consisting of a registered biometric scan and a separate personal identification number. LightBound will permit Customer access to the facility on a 24x7 basis for authorized personnel.For collocation customers,the visitor must be listed on Customer's approved access list. If the visitor's authenticity is in question,access must be granted by an authorized representative of the collocation customer. If authenticity verification is unavailable,the visitor will be refused access to the facility. 6.4 Backup Power.The data centers are equipped with backup power sources with sufficient fuel,at all times,to provide power for a period of at least 48 hours,under normal usage,if the primary source of power is unavailable. 6.5 Fire Detection and Suppression.The Colocation Areas will have an appropriate fire detection and suppression system,currently VESDA Aspirating Smoke Detection and clean gas fire suppression. 6.6 Onsite Personnel.The Data Centers will have on-site personnel and monitoring 24/7/365. 6.7 HVAC.The Data Centers will have redundant(N+1)HVAC. 6.8 Equipment.Customer shall have the exclusive right to use and occupy any private cage provided by LightBound. All Customer equipment installed in the meet me room shall remain the property of Customer.Except as expressly provided herein,nothing in this agreement shall give or convey to LightBound or any third party any right,title or interest in the Customer equipment. 6.9 Interconnection.LightBound shall permit Customer to interconnect to third parties collocated or present in a facility where colocation services are provided to Customer at LightBound's standard charges for interconnection and shall not impose any unreasonable or arbitrary restrictions on Customer's ability to cross-connect to third-parties, provided that(i)such other party consents to the interconnection,(ii)Customer provides written notice to LightBound requesting the interconnection,and(iii)Customer complies with the reasonable requirements of LightBound concerning the cross-connect. Customer shall have the right to install cross-connects between pieces of Customer equipment within any private contiguous colocation space provided by LightBound.Customer shall have the right to cancel any cross-connects upon thirty days prior written notice to LightBound. 6.10 Certain Rights.LightBound represents and warrants that(a)the term of any Service Order will not exceed the terms under which LightBound has lease or other rights to the relevant facility or premises where the Services are provided;(b)that neither the execution of any Service Order nor the performance of the obligations contained therein by LightBound will conflict with or result in a breach of any agreement to which the facility or premises is bound;and (c)LightBound shall at all times enforce its rights under each underlying lease or other agreement affecting any facility or space in a diligent manner in order to provide Customer with its rights under this Agreement. 6.11 Insurance. Page 10 of 24 11 of 24 (a) Premises. LightBound,at LightBound's sole cost and expense,shall maintain and keep in effect throughout the Term,and any extensions or renewals thereof,insurance against liability for bodily injury(including death)or property damage in or about the facility where the Services are provided, under a policy of comprehensive general public liability insurance,with such limits as to each not less than$1,000,000 combined single limit for bodily injury (including death)and$1,000,000 for property damage and a policy insuring those facilities against fire and other casualties. (b) Customer's Property.Customer,at Customer's sole cost and expense,shall maintain and keep in effect throughout the Term, and any extensions or renewals thereof,full replacement cost insurance for Customer's personal property and fixtures located In the facility where the Services are provided with a commercially reasonable deductible. (c) Waiver of Subrogation. Each of the parties hereto hereby releases the other,to the extent of the releasing party's insurance coverage,from any and all liability for any loss or damage covered by such insurance which may be inflicted upon the property of such party even if such loss or damage shall be brought about by the fault or negligence of the other party, its agents or employees; provided,however,that this release shall be effective only with respect to loss or damage occurring during such time as the appropriate policy of insurance shall contain a clause to the effect that this release shall not affect said policy or the right of the insured to recover thereunder.If any policy does not permit such a waiver,and if the party to benefit therefrom requests that such a waiver be obtained,the other party agrees to obtain an endorsement to its insurance policies permitting such waiver of subrogation if it is available.If an additional premium is charged for such waiver,the party benefiting therefrom agrees to pay the amount of such additional premium promptly upon being billed therefore. (d) Increase of premiums. Unless otherwise authorized by LightBound,Customer shall neither bring nor keep on the space where Customer's equipment is collocated anything that will cause an increase in the fire or casualty insurance premiums on the buildings of which that space is a part,nor shall Customer use that space in any manner or for any purpose that will cause either an increase in insurance premiums,the cancellation of any insurance coverage,or the refusal of any insurance carrier to insure that space against the specified hazards.Customer shall not permit employees,agents,guests,or sublessees to do any of the acts prohibited to Customer in this section. If any breach of this subparagraph(d)by Customer shall cause the rate of fire or other Insurance to increase,Customer shall pay the amount of such increase as an additional charge promptly upon being billed therefore. Page 11 of 24 12 of 24 ARTICLE VII General Provisions 7.1 Independent Contractor.The Parties acknowledge and agree that the relationship between them is solely that of independent contractors. Neither Party, nor their respective employees,agents or representatives,has any right, power or authority to act or create any obligation,express or implied,on behalf of the other Party. 7.2 Force Majeure.Neither Party shall be liable for any failure of performance hereunder due to causes beyond its reasonable control,including,but not limited to,failure or malfunction of Customer-supplied equipment,acts of God, explosions,vandalism,cable cuts,storms,fires,flood or other catastrophes, power failure,national emergencies, insurrections,riots,wars,strike,lockouts,boycotts,work stoppages or other labor difficulties,or any law,order, regulation or other actions of any governmental authority,agency instrumentality,or of any civil or military authority. a.The Parties agree that Customer shall not be required to pay any fees for Services not provided by LightBound due to and during the continuation of a Force Majeure event.LightBound shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance affecting its performance with reasonable dispatch. LightBound shall promptly notify Customer in writing of the existence of the Force Majeure Event relied on, the expected duration of the Force Majeure Event,and the cessation or termination of the Force Majeure Event. In the event that a Force Majeure Event continues for more than thirty(30)days, Customer shall have the right to cancel any affected Orders without any liability toLightBound. 7.3 Waivers.Failure of either Party to enforce or insist upon compliance with the provisions of this Agreement or a Service Order shall not be construed as a general waiver or relinquishment of any provision or right under this Agreement or the Service Order. 7.4 Survival.The indemnifications,covenants and agreements of Customer contained in this Agreement and any Service Order,including,but not limited to Customer's obligations to pay all amounts due hereunder and thereunder, shall survive any termination of this Agreement or termination of a Service Order.The rights and obligations under this Agreement shall survive any merger or sale of either Party and shall be binding upon the successors and permitted assigns of each Party. 7.5 Confidentiality. a. Each Party agrees that all information furnished to it by the other Party,or to which it has access under this Agreement,shall be deemed confidential and proprietary information or trade secrets(collectively referred to as "Proprietary Information")of the disclosing Party and shall remain the sole and exclusive property of the disclosing Party. Each Party shall treat the Proprietary Information and the contents of this Agreement and any Service Order in a confidential manner and,except to the extent necessary in connection with the performance of its obligations under this Agreement or a Service Order, neither Party may directly or indirectly disclose the same to anyone other than its employees and agent who have a need to know the Proprietary Information. b.The confidentiality obligations of this Section do not apply to any portion of the Proprietary Information: i.which is or becomes public knowledge through no fault of the receiving Party; ii. in the lawful possession of the receiving Party prior to disclosure to it by the disclosing Party(as confirmed by the receiving Party's records); iii.disclosed to the receiving Party without restriction on disclosure by a person who has the lawful right to disclose the information;or Page 12 of 24 13 of 24 iv. disclosed pursuant to the lawful requirements or formal request of a governmental agency. v.If the receiving Party is requested or legally compelled by a governmental agency or court of competent jurisdiction to disclose any Proprietary Information of the disclosing Party with prompt written notice of such c.requests and the receiving Party shall make a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued and narrowing as much as possible the scope of disclosure. d.Each Party acknowledges that its breach or threatened breach of this Section shall cause the disclosing Party irreparable harm that would not be adequately compensated by monetary damages.Accordingly,in the event of any such breach or threatened breach,the receiving Party agrees that equitable relief, including a temporary or permanent injunction,is an available remedy in addition to any legal remedies to which the disclosing Party may be entitled. e. Neither Party may use the logo,trade name,service marks,or printed materials of the other Party,in any promotional or advertising materials,statement,document, press release or broadcast without the prior written consent of the other Party,which consent may be granted or withheld at the other Party's sole discretion. f.Any obligations of the Parties relating to confidentiality shall survive termination of this Agreement and any Service Order for a three(3)year period. 7.6 Entire Agreement.This Agreement and all Exhibits,Schedules and other attachments incorporated herein,and any Service Order between the Parties,represent the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede and merge all prior agreements, promises,understandings, statements, representations,warranties,indemnities and inducements to the making of this Agreement or any Service Order relied upon by either Party,whether written or oral.To the extent that the provisions of this Agreement are inconsistent with any applicable tariff,the terms of the tariff shall control.The language used in this Agreement is deemed the language chosen by the Parties to express their mutual intent.No rule of strict construction shall be applied against either party.A printed or electronic version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative hearings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 7.7 Construction.The language used in this Agreement is deemed the language chosen by the Parties to express their mutual intent. No rule of strict construction shall be applied against either Party. 7.8 Governing Law.This Agreement shall be governed by, and construed in accordance with,the laws of the State of Indiana,excluding its conflict of law provisions.All questions or controversies arising out of or in any way relating to this Agreement and any Service, invoice or any other aspect of the relationship between LightBound and Customer shall only be submitted to the federal and state courts of the State of Indiana,and the parties hereby submit themselves to the personal jurisdiction of the federal district and Indiana courts.The rights and remedies herein are cumulative and not exclusive of other rights and remedies which may be granted or provided by law,and nothing herein contained shall be construed to preclude or in any way prohibit LightBound from instituting and otherwise prosecuting to judgment a lawsuit in any court of competent jurisdiction to effect the collection of any sums due it or to enforce any right or remedy arising hereunder or otherwise. 7.9 Attorney Fees.In the event suit is brought or an attorney is retained by either LightBound or Customer to enforce the terms of this Agreement or to collect any money as due hereunder or to collect any money damages for breach hereof,the prevailing party,either LightBound or Customer,shall be entitled to recover,in addition to any other remedy,the reimbursement for reasonable attorneys'fees,court costs,cost of investigation and other related expenses incurred in connection therewith. Page 13 of 24 14 of 24 7.10 Assignment.The Customer shall not assign this Agreement without the prior written consent of LightBound, whose consent will not be unreasonably withheld. LightBound shall not assign this Agreement without the prior written consent of Customer,whose consent will not be unreasonably withheld. 7.11 Notices.All notices,including but not limited to,demands, requests and other communications required or permitted hereunder(not including Invoices)shall be in writing and shall be deemed to be delivered when actually received,whether upon personal delivery or if sent by facsimile,or overnight delivery and shall be deemed delivered three days after mailing if mailed by regular mail.All notices shall be addressed to the Parties as previously defined, or to such other address as each of the Parties may notify the other. 7.12 Counterparts.This Agreement may be executed in several counterparts,each of which shall constitute an original, but all of which shall constitute one and the same instrument. 7.13 Third Party Beneficiaries.The provisions of this Agreement and the rights and obligations created hereunder are intended for the sole benefit of LightBound and Customer,and do not create any right,claim or benefit on the part of any person not a Party to this Agreement,including end-users. 7.14 Amendments.Except as may otherwise be provided herein,any amendments or modifications to this Agreement or to a Service Order must be in writing and signed by an authorized officer of LightBound and an authorized officer of Customer.The Acceptable Use Policy and any applicable tariff may be modified by LightBound at any time upon thirty(30)days notice to Customer. LightBound will notify Customer of the changes by posting a notice of the changes at www.lightbound.com or by notice via e-mail or postal mail. Customer's continued use of Services to which the Acceptable Use Policy or Tariff applies following such notice constitutes acceptance of all changes. 7.15 Severability.The illegality of unenforceability of any provision of this Agreement or of a Service Order shall not affect the legality or enforceability of any other provision or portion hereof or thereof.If any provision or portion of this Agreement or of a Service Order is deemed illegal or unenforceable for any reason by a court of competent jurisdiction,there shall be deemed to be made such minimum change in such provision or portion as is necessary to make it valid and enforceable as so modified. 7.16 Adequate Counsel. By its signature,each Party acknowledges and agrees that sufficient allowance has been made for review of this Agreement by respective counsel and that each Party has been advised as to its legal rights, duties and obligations under this Agreement. 7.17 Discrimination Prohibition.LightBound represents and warrants that it and each of its employees,agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire,tenure,ten-ns,conditions or privileges of employment or any matter directly or indirectly related to employment,subcontracting or work performance hereunder because of race, religion,color,sex, handicap, national origin,ancestry,age,disabled veteran status or Vietnam era veteran status.This indemnification obligation shall survive the termination of this Agreement. 7.18 E-Verlfy Pursuant to 1.C.§22-5-1.7 et seq.,LightBound shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. LightBound is further required to execute the attached Affidavit,which is attached hereto and incorporated herein by this reference,which is an Affidavit affirming that:(i)LightBound is enrolled and is participating in the E-verify program,and(ii)LightBound does not knowingly employ any unauthorized aliens.This Addendum incorporates by reference,and in its entirety,attached Exhibit A.In support of the Affidavit, LightBound shall provide the Owner with documentation that it has enrolled and is participating in the E-Verify program.This Agreement shall not take effect until said Affidavit is signed by LightBound and delivered to the Owner's authorized representative. Page 14 of 24 15 of 24 Should LightBound subcontract for the performance of any work under this Addendum, the LightBound shall require any subcontractor(s)to certify by affidavit that; (i)the subcontractor does not knowingly employ or contract with any unauthorized aliens,and(ii)the subcontractor has enrolled and is participating in the E-Verify program. LightBound shall maintain a copy of such certification for the duration of the term of any subcontract.LightBound shall also deliver a copy of the certification to the Owner within seven(7)days of the effective date of the subcontract. If LightBound,or any subcontractor of LightBound,knowingly employs or contracts with any unauthorized aliens,or retains an employee or contract with a person that the LightBound or subcontractor subsequently learns is an unauthorized alien, LightBound shall terminate the employment of or contract with the unauthorized alien within thirty (30)days("Cure Period").Should the LightBound or any subcontractor of LightBound fail to cure within the Cure Period,the Owner has the right to terminate this Agreement without consequence. Page 14 of 24 16 of 24 f �_Et f�3 LIGHTBGUND. 731 W Henry St,Suite 201 Indianapolis, Indiana 46225 USA Service Order This Service Order(the"Order")is made and entered into by and between the below identified party("Customer") and LightBound, LLC("LightBound")for the provision of the below described communications and other data or information services by LightBound to Customer. 1.TERM.This Order shall be for the term specified on the attached Schedule A(the"Term")commencing on the date when LightBound notifies Customer that the Services are ready for use by Customer("Service Commencement Date")and shall automatically renew on a month-to-month basis at the prevailing month-to-month rates thereafter unless either party gives the other party at least thirty(30)days notice of its intent not to renew the then current term. If Customer terminates this Agreement prior to the end of the Term,Customer shall pay to LightBound within 30 days of such termination all monthly recurring charges associated with the terminated Services for the balance of the Term. 2.SERVICES.During the Term, LightBound agrees to provide to Customer and Customer agrees to purchase from LightBound the services described on Schedule A subject to the terms hereof and the terms and conditions contained in the certain Master Services Agreement("MSA")entered into by LightBound and Customer.The terms and conditions of the MSA are hereby incorporated by reference into and made a part of this Order. 3. CHARGES.Customer agrees to pay LightBound monthly throughout the Term and any renewal terms, commencing on the date on the Service Commencement Date and on the first day of each monthly(or other)billing period thereafter,the Monthly Recurring Charges{"MRC")for each Service as set forth in Schedule A.The first payment shall be prorated from the Service Commencement Date through the end of the calendar month in which the Service Commencement Date occurs.All Nonrecurring Charges,including,but not limited to installation charges shall be payable with the first payment of Monthly Recurring Charges. Except as otherwise agreed, LightBound shall submit monthly invoices to Customer;and payment of all charges shall be due at the address shown on the invoice no later than 15 days after the date of receipt of invoice("Due Date"). ADDITIONAL TERMS AND CONDITIONS.The parties agree that the Schedule A and the appendices attached thereto and referenced therein are incorporated herein by reference and made a part hereof. IN WITNESS WHEREOF,the Parties by their authorized representative have executed this Agreement on the date first above written. Page 15 of 24 17 of 24 SERVICE ORDER - Schedule A Services, Term, and Pricing Term: 36.0 Quote#:Q-03882 Customer Information: Company Name: City of Carmel Company Address: 31 1st Avenue N.W. Carmel, Indiana 46032 Contact Name: Renick,Timothy Contact Phone: (317)571-2591 Contact Email: mrinehart@carmel.in.gov Contact Fax: Monthly Recurring Summa Quote #: Q-03882 Product Qt Monthly 1 Total Monthly y Cost i Cost POR-1000 2 $80.00 $160.00 1000 Mb port Internet-13W-Mops 300 $3.00 $900.00 Internet bandwidth in Mbps Total Cost: $1,060.00 Page 16 of 24 18 of 24 Non-Recurring Summary Quote #: Q-03882 Product Qty • NRC Total NRC.• Install-Porl000 1 $0.00 $0.00 Install Internet Port 1000 Total Cost: $0.00 Page 17 of 24 Approved and Adopted this day of CI , 20 ` l . CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: I(LS'e64-4 Mary A urke, Me er l yDate: 6— / Lori S. atso embe Date: - / / 9 A1 Christine Pauley,�elk�T'reasurer J ✓Date: ////� 19 of 24 Quote Notes Quote #: Q-03882 Customer: City of Carmel Term Length: 36 Months 31 1st Avenue N.W., Carmel, Indiana 46032 The following is a summary of the services LightBound will be implementing: • (2) 1G Internet Port • 300Mb Internet Bandwidth Customer Contact for Installation: Timothy Renick Trenick�carmel.in.gov Morgan Rinehart Mrinehart@carmel.in.gov City of Carmel-Information and Communication Systems Network Administrator 31 1st Avenue N.W. Carmel, Indiana 46032 (317)-571-2591 City of Carmel Lightbound By: By: Name: Name-` � C14, Cry v( Title: Title: Ct O Date: Date. Page 18 of 24 20 of 24 LIGHTBOUND. 7.. f. 731 W Henry St, Suite 201 Phone:317-777-7777 Indianapolis, Indiana 46225 Fax: 317-259-7289 Attachment A Service Level Agreement This Service Level Agreement is part of the Service Order(the"Service Order")between Customer and LightBound to which it is attached. 1.Service Commitment LightBound is committed in its efforts to provide a reliable, high-quality network to support its high-speed Internet access service.As part of this commitment, LightBound is pleased to offer Customer the following guarantees: • Network Availability Guarantee • Network Latency Guarantee • Packet Delivery Guarantee If LightBound fails to meet any of these guarantees, LightBound will provide Customer with Service credit.A"Service Credit"is equal to the result of dividing (i)the monthly recurring charges paid by Customer pursuant to the Service Order during the calendar month in which the Service Credit was earned by(ii)the number of hours in the same month.Service Credits may be provided as whole units or as fractional units(e.g. Customer could be entitled to"2.5" Service Credits in a given month). In no event will the aggregate Service Credits for any calendar month exceed the monthly recurring charges for that month.The Service Credits are Customer's sole remedy and LightBound's sole obligation for any of the service failures. 2.Measured Bandwidth Service Billingyethodology The concept behind offering a usage based Internet product is simple;charge the customer for what they actually use.This product is ideal for those customers who either experience substantial swings in monthly usage or are anticipating growth.When traffic patterns will be unpredictable,the customer can have the security of having enough bandwidth to handle heavy use months,but also retain the flexibility to pay less when traffic declines. Customer's monthly burstable usage is determined by calculating the 95th percentile of data usage that is used over and above Customer's contracted floor amount.As is with most data, Internet traffic has peak times throughout the day.Actually, it has peak times within any measurement interval whether it be a day,an hour, or five minutes. Billing on the 95th percentile eliminates the top five percent(5%)of measurement peaks, and bills on the Mb level at the remaining highest measurement.The purpose for billing at the 95th percentile vs. actual peak utilization is to eliminate any abnormal peaks throughout the month. Within the router, a counter that keeps track of all bytes passed through each interface,a script using SNMP will poll each applicable customer interface every five minutes.At every live minute pass,the code will read the counter and compare the result against the previous reading.The difference between the two will be converted from byte counts to a data rate, polling this data every five minutes results in 8640 data records per month.These records are then sorted from high to low usage and the top 5%are discarded. Page 19 of 24 21 of 24 The remaining data rate is then used to determine the billing level for the month. For example,out of 100 data points the top ten are: 100 34.2 Mb 96. 34.02 Mb 92. 33.70 Mb 99..........34.18 Mb 95 33.98 Mb 91.., 33.66 Mb 98..........34.11 Mb 94 33.91 Mb 97..........34.08 Mb 93 33.84 Mb Eliminating the top 5%leaves the data rate of 33.98Mb.This is the rate at which LightBound will bill the customer for the month. 3.Guarantees Network Availability Guarantee LightBound guarantees 100%availability of the LightBound Network in any calendar month,as calculated from the ingress to and egress from the LightBound Network. If Customer experiences unavailability of the LightBound Network,Customer may receive a Service Credit,calculated monthly as an aggregate of all LightBound Network unavailability events, in accordance with the following parameters considered over a calendar month: Service unavailable for less than 15 minutes: No Service Credit Service unavailable for more than 15 minutes and up to three(3)hours: Three(3)hours credit Service unavailable for more than three(3)and up to eight(8)hours: Eight(8)hours credit Service unavailable for more than eight(8)and up to 12 hours: Twelve(12)hours credit Service unavailable for more than 12 and up to 18 hours: Eighteen(18)hours credit Service unavailable for more than 18 and up to 24 hours: Twenty-four(24)hours credit Service unavailable for more than 24 hours: Number of hours unavailable A credit will be given only for those outages that were reported to LightBound by Customer at the time of the outage. An outage is measured from the time it is reported by Customer to the time it is resolved. Notwithstanding anything to the contrary herein,if there is a Chronic Failure(as defined below),then Customer may terminate any affected Service Orders upon written notice to LightBound without further liability or obligation.The effective date of such termination shall be a date set forth by Customer in the notice,provided that such date shall not be later than 120 days after LightBound's receipt of any such notice and provided Customer makes payment for the use of services rendered through the date of termination.The term"Chronic Failure"is defined as(a)3 separate network failures of one hour or more each in a 90-day period,or(b)an aggregate of 12 hours or more of network failure in a 90-day period. 4. Power Service Availability Guarantee LightBound guarantees 100%power availability if Customer elects to deploy dual feed(A&B)power. LightBound strongly recommends dual power and monitor-ready ATS and PDU's be correctly deployed in every rack and cabinet to ensure 100%uptime.Customer UPS's are not allowed to be used down-line from the LightBound mission critical power system.LightBound operations must approve all power distribution systems deployed within the space occupied by Customer.All equipment must first be tested on house power prior to plugging into the LightBound UPS receptacles. Page 20 of 24 22 of 24 If customer experiences both A&B power unavailability,Customer may receive a Service Credit in accordance with the following formula. Service unavailable for less than 15 minutes: No Service Credit Service unavailable for more than 15 minutes and up to three(3)hours: Six(6)days credit Service unavailable for more than three(3)and up to eight(8)hours: Nine(9)days credit Service unavailable for more than eight(8)and up to 12 hours: Twelve(12)days credit Service unavailable for more than 12 hours: One Month credit A credit will be given only for those interruptions that were reported to LightBound by Customer at the time of the interruption. If Customer only has single-sided power, Customer is not eligible for Service Credit because of power unavailability. Notwithstanding anything to the contrary herein,if in any 60 consecutive day period,there is a Chronic Failure(as defined below),then Customer may terminate any affected Service Orders upon written notice to LightBound without further liability or obligation.The effective date of such termination shall be a date set forth by Customer in the notice, provided that such date shall not be later than 120 days after LightBound's receipt of any such notice and provided Customer makes payment for the use of space and services rendered through the date of termination.The term "Chronic Failure"is defined as(a)3 separate power failures of one hour or more each in the 90 day period,or(b)an aggregate of 12 hours or more of power failure in a 90 day period. 5.Network Latency Guarantee The LightBound Network carries packets with an average network latency over a one-month period of less than 75 milliseconds.LightBound monitors aggregate latency within the LightBound Network by monitoring round trip times between a sample of backbone hubs on an ongoing basis."Network Latency"(or"Round trip time")is defined as the average time taken for an IP packet to make a round trip between specified backbone hubs on the LightBound Network. After Customer notifies LightBound of Network Latency in excess of 75 milliseconds,LightBound will use commercially reasonable efforts to determine the source of the excess Network Latency and to correct that problem to the extent that the source of the problem is on the LightBound Network. If LightBound fails to remedy the Network Latency on the LightBound Network within two(2)hours of being notified by Customer of any excess Network latency and the average Network Latency for the preceding thirty(30)days has exceeded 75 milliseconds, LightBound will issue a Service Credit to Customer's account for the period from time of notification by Customer until the average Network latency for the preceding thirty(30)days is less than 75 milliseconds. 6.Packet Delivery Guarantee The LightBound Network has an average monthly packet loss of 0.1%(or successful delivery of 99.9%of packets). LightBound monitors aggregate packet loss within the LightBound Network on an ongoing basis and compiles the collected data into a monthly average packet loss measurement for the LightBound Network"Packet Loss"is defined as the percentage of packets that are dropped within the LightBound Network. After being notified by Customer of Packet Loss in excess of 0.1%in a given calendar month("Excess Packet Loss"), LightBound will use commercially reasonable efforts to determine the source of the excess packet loss and to correct that problem to the extent that the source of the problem is on the LightBound Network. Page 21 of 24 23 of 24 If LightBound fails to remedy the Excess Packet Loss within two(2)hours of being notified by Customer of any Excess Packet Loss on the LightBound Network and average Packet Loss for the preceding thirty(30)days exceeds 0.1%. LightBound will issue a Service Credit to Customer's account for the period commencing at the time of receipt notification from Customer until the average Packet Loss for the preceding thirty(30)days is less than 0.1%. 7.Temperature/Humidity Controls Temperature: Facility will maintain a temperature of 68-72 degrees F(+/-5 degrees F). Humidity: Facility will maintain a relative humidity of 30%-60%(+/-5%). 8. Definitions "LightBound Network"means the telecommunications/data communications network and network components owned,operated and controlled by LightBound.The LightBound Network does not include any Customer Equipment or any networks or network equipment not operated and controlled by LightBound. City of Carmel Lightbound By: By: Name: Narofe: Title: Title: Cc—o Date: Date: L1 I 1 11 Page 22 of 24 24 of 24 LIGHTBOUND. 731 W Henry St,Suite 201 Phone:317-777-7777 Indianapolis, Indiana 46225 Fax:317-259-7289 95th Percentile Billing LightBound will charge Customer an MRC(Monthly Recurring Charge)in the applicable amount from the table below for bandwidth based on Customer's utilization as determined by LightBound below.A minimum MRC of the amount contracted on the service order will be charged regardless of the actual usage. Bandwidth Utilization (Mbps of 100 Mbps and above Monthly Recurring Cost per Mb 1-300 Mbps $3.00 300.1 Mbps and above $4.50 The above charges apply to bandwidth only! LightBound will determine Customer's bandwidth utilization and charges at the end of each month.Bandwidth utilization will be calculated as follows: • All inbound and outbound traffic will be sampled in five minute intervals 24 hours a day,7 days a week,from the first day of the month to the last day of the month(billing cycle). • At the end of each billing cycle,these readings are sorted and the top 5%of these samples are removed.The next highest value after discarding the top 5%(95%percentile)will be used to determine Customers charges for the month from the table • Customer's MRC will be determined solely by LightBound's utilization data.This data will also be made available to Customer Initials: Page 23 of 24 25 of 24 Page 24 of 24 EXHIBIT A AFFIDAVIT ) /V K A (2.. P., , being first duly sworn,deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter,could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by L.16 047-go c."./D , L.L L (the"Employer") feb--&1"--b in the position of stir A-/vo C 3. I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E-Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the day of A P R�L , 20 I/. f L,---------- Prin v% A-c-k C.-a-k2 I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations A true and correct. Pri d• c ----A 2R, INDIANA RETAIL TAX EXEMPT Page 1 of 1 Cnof Carmei CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 102844 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,AIP CARMEL,INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 4/26/2019 373289 Monthly charges for Internet Port and Bandwidth LIGHTBOUND LLC ICS VENDOR 731 W HENRY ST SHIP 31 1st Avenue N.W. SUITE 201 TO Carmel, IN 46032- INDIANAPOLIS, IN 46225- Timothy Renick (317)571-2576 PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 35768 QUANTITY L UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 1115 Fund: 101 General Fund Account: 43-442.00 1 Each Monthly charges for Internet Port and Bandwidth until $8,480.00 $8,480.00 December 2019 Sub Total $8,480.00 OF cA8 8 MIN a s a 11 ! • Send Invoice To: ICS \\\\: : ; No.0-03882 Timothy Renick311stAvenueN.W.Carmel, IN 46032- T� 4 - (317) 571-2576 PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCCUNT PROJECT j PROJECT ACCOUNT j AMOUNT PAYMENT $8,480.00 SHIPPING INSTRUCTIONS •NP VOUCHER CANNOTBE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN 'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN *C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. 'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL `THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY -- - Timothy Renick James Crider TITLE Director Administration CONTROL NO. 102844 CLERK-TREASURER