MAS - Zayo Group LLC - GS35F070CA

Contract Number:

GS-35F-070CA

Period Covered:

Nov 10, 2014 – Nov 9, 2029

AUTHORIZED INFORMATION TECHNOLOGY

SCHEDULE

PRICE LIST

70 -GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE, AND SERVICES

Zayo Group, LLC 1805 29th Street Suite 2050

Boulder, CO 80301

(866) 364-6033 http://www.zayo.com/ http://www.zayo.com/

Zayo Contract No. GS-35F-070CA

Table of Contents

1. Customer Information

2. Terms and Conditions Applicable to Service Offerings

2.1. Scope

2.2. Electronic Commerce Capacity And Coverage

2.3. Information Assurance

2.4. Technical Services

2.5. Delivery Schedule

2.6. Interoperability

2.7. Order

2.8. Performance of Electronic Services

2.9. Responsibilities of Zayo

2.10. Rights In Data

2.11. Acceptance Testing

2.12. Warranty

2.13. Management And Operations Pricing

2.14. Training

3. Ethernet, IP, & WANs (IP VPN, DDoS Protection & CloudLink) Schedule Master Services Agreement

3.1. Definitions

3.2. Acceptable Use Policy

3.3. Offering Descriptions

3.3.1. IP Transit/DIA Offerings

3.3.2. Ethernet

3.3.3. IP for Virtual Private Networks (“IP-VPN”)

3.3.4. Cloudlink

3.4. Components and Installation

3.5. Service Requests and Delivery

3.6. Performance Level Targets

3.7. Outage Credits

3.8. Issuance Of Credits

3.9. Third Party Services

3.10. Maintenance

3.11. Regulatory Requirement

3.12. Aggregated Disconnect

4. Dark Fiber Service Schedule Master Services Agreement

4.1. Definitions

4.2. Grant Of Lease

4.3. Service Requests And Delivery

4.4. Equipment And Installation

4.5. Use of Service

4.6. Maintenance, Relocation and Adjustments

4.7. Exhibit A: Monitoring, Maintenance & Repair

5. Wavelength Service Schedule Master Services Agreement

5.1. Definitions

5.2. Service Description

5.3. Service Requests And Delivery

5.4. Equipment And Installation

5.5. Protection Options

5.6. Service Level Objectives

5.7. Service Outages

5.8. Issuance of Credits

5.9. Chronic Service Outages

5.10. Third Party Services

6. SONET Service Schedule Master Services Agreement

6.1. Definitions

6.2. Service Description

6.3. Service Requests And Delivery

6.4. Equipment and Installation

6.5. Protection Options

6.6. Service Level Objectives

6.7. Service Outages

6.8. Issuance Of Credits

6.9. Chronic Service Outages

6.10. Third Party Services

7. Pricing

7.1. Dark Fiber

7.2. IP Services

7.2.1. Dedicated Internet Access (DIA)

7.2.2. IP Transit

7.2.3. Zayo IP Points of Presence

7.3. Ethernet

7.4. SONET

7.5. Wavelengths - Long Haul

7.6. Wavelengths - Metro

7.7. DDoS Protection

7.8. CloudLink

7.9. IP VPN

7.10. Ethernet UNI

1. Customer Information

1a. Awarded MAS special item number:

SIN DESCRIPTION

54151ECOM Electronic Commerce And Subscription Services

2. Maximum order: $500,000.00

3. Minimum order: $100.00

4. Geographic coverage: FOB Destination - Domestic and Overseas Delivery: 46

Contiguous States & DC (Does not include Maine or Vermont)

5. Points of production

400 Centennial Pkwy Suite 200 Louisville, CO 80027-1210

6. Discount from list prices

All prices quoted under this contract are discounted from our commercial prices, and are stated as NET prices, including the GSA discount and IFF.

● State and Local Government Agencies: Offered the same discounts as all Federal Government customers

● Government Educational Institutions: Offered the same discounts as all Federal Government customers

7. Quantity discounts: $250-399K – 1%; $400-500K-2%

8. Prompt payment terms: 00.00% - Net 30 Days 9a. Government purchase cards at or below the micro-purchase threshold:

Zayo Group, LLC will accept the Government purchase card for all orders and amounts.

9b. Government purchase cards above the micro- purchase threshold:

Zayo Group, LLC will accept the Government purchase card for all orders and amounts.

10. Foreign items: Not Applicable 11a. Time of delivery:

30 days ARO or as negotiated between Zayo Group, LLC and ordering activity 11b. Expedited Delivery: *As negotiated 11c. Overnight and 2-day delivery: Zayo does not offer overnight or 2-day delivery 11d. Urgent Requirements: *Not Applicable

12. F.O.B. point(s): Destination 13a. Ordering address:

Zayo Group, LLC 400 Centennial Pkwy Suite 200 Louisville, CO 80027-1210

(866) 364-6033

13b. Ordering procedures:

For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14. Payment address(es).

Zayo Group, LLC 400 Centennial Pkwy Suite 200 Louisville, CO 80027-1210

(866) 364-6033

15. Warranty provision: Standard Commercial

16. Export packing charges: Not Applicable

17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro- purchase level): Contact Contractor

18. Terms and conditions of rental, maintenance, and repair: Contact Contractor

19. Terms and conditions of installation: Contact Contractor

20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices: Not Applicable 20a. Terms and conditions for any other services: Not Applicable

21. List of service and distribution points: Not Applicable

22. List of participating dealers: Not Applicable

23. Preventive maintenance: Not Applicable 24a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): Not Applicable 24b. If applicable, indicate that Section 508 compliance information is available on

Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g. contractor’s website or other location.)

The EIT standards can be found at: www.Section508.gov/.

25. Data Universal Number System (DUNS) number: 808193960

26. Registration in Central Contractor Registration (CCR) database:

Active until 04/02/2025; Cage Code 6JCY6

1.

2. Terms and Conditions Applicable to Service Offerings

NOTE: If offering IT Professional Services with E-Commerce, use SIN 54151ECOM and include the Terms and Conditions applicable to the IT Professional Services offered

2.1. Scope

The prices, terms and conditions stated under Special Item Number 54151ECOM Electronic Commerce (EC) Services apply exclusively to EC Services within the scope of this Information Technology Schedule.

2.2. Electronic Commerce Capacity And Coverage

The Ordering Activity shall specify the capacity and coverage required as part of the initial requirement.

2.3. Information Assurance

2.3.1. The Ordering Activity is responsible for ensuring to the maximum extent practicable that each requirement issued is in compliance with the Federal Information Security Management Act (FISMA)

2.3.2. The Ordering Activity shall assign an impact level (per Federal Information Processing Standards Publication 199 & 200 (FIPS 199, “Standards for Security Categorization of Federal Information and Information Systems”) (FIPS 200, “Minimum Security Requirements for Federal Information and Information Systems”) prior to issuing the initial statement of work. Evaluations shall consider the extent to which each proposed service accommodates the necessary security controls based upon the assigned impact level. The Contractor awarded SIN 54151ECOM is capable of meeting at least the minimum security requirements assigned against a low-impact information system (per FIPS 200).

2.3.3. The Ordering Activity reserves the right to independently evaluate, audit, and verify the FISMA compliance for any proposed or awarded Electronic Commerce services. All FISMA certification, accreditation, and evaluation activities are the responsibility of the ordering activity.

2.4. Technical Services

Zayo, without additional charge to the ordering activity, shall provide a hot line technical support number (866) 236-2824 for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available 24 hours per day

2.5. Delivery Schedule

The Ordering Activity shall specify the delivery schedule as part of the initial requirement.

2.6. Interoperability

When an Ordering Activity requires interoperability, this requirement shall be included as part of the initial requirement. Interfaces may be identified as interoperable on the basis of participation in a sponsored program acceptable to the Ordering Activity. Any such access or interoperability with teleports/gateways and provisioning of enterprise service access will be defined in the individual requirement.

2.7. Order

2.7.1. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering electronic services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all electronic services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order.

Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

2.7.2. All task orders are subject to the terms and conditions of the contract.

In the event of conflict between a task order and the contract, the contract will take precedence.

2.8. Performance of Electronic Services

Zayo shall provide electronic services on the date agreed to by the Contractor and the ordering activity.

2.9. Responsibilities of Zayo

Zayo shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character.

2.10. Rights In Data

Zayo shall comply FAR 52.227-14 RIGHTS IN DATA – GENERAL and with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character.

2.11. Acceptance Testing

If requested by the ordering activity the Contractor shall provide acceptance test plans and procedures for ordering activity approval. Zayo shall perform acceptance testing of the systems for ordering activity approval in accordance with the approved test procedures.

2.12. Warranty

Zayo shall provide a warranty covering each Contractor-provided electronic commerce service. The minimum duration of the warranty shall be the duration of the manufacturer’s commercial warranty for the item listed below:

Standard Commercial The warranty shall commence upon the later of the following:

● Activation of the user’s service

● Installation/delivery of the equipment

Zayo, by repair or replacement of the defective item, shall complete all warranty services within five working days of notification of the defect.

Warranty service shall be deemed complete when the user has possession of the repaired or replaced item. If the Contractor renders warranty service by replacement, the user shall return the defective item(s) to the Contractor as soon as possible but not later than ten (10) working days after notification.

2.13. Management And Operations Pricing

Zayo shall provide management and operations pricing on a uniform basis.

All management and operations requirements for which pricing elements are not specified shall be provided as part of the basic service.

2.14. Training

Zayo shall provide normal commercial installation, operation, maintenance, and engineering interface training on the system.

3. Ethernet, IP, & WANs (IP VPN, DDoS Protection & CloudLink) Schedule Master Services Agreement

This Ethernet, IP, and WANs Customer Schedule (“Customer Schedule”) dated Month Day, 20 YR, is subject to, and made a part of, that Master Customer Agreement or Master Service Agreement (“MCA” or “Master Customer Agreement”) dated Month Day, 20 YR entered into between the undersigned Parties. Zayo owns and operates fiber networks and other related telecommunications facilities and is in the business of providing certain Ethernet, IP, and WANs connectivity offerings (each, an “Offering”, collectively, "Offerings").

Capitalized terms not defined herein will have the meaning ascribed to such terms in the

MCA.

3.1. Definitions

The following additional definitions shall apply to Offerings:

3.1.1. 95th Percentile Calculation means the calculation method used to measure Bandwidth usage for Customer Orders which specify Burst Bandwidth. Samples of average Bandwidth utilization rates of both inbound and outbound traffic from Customer port(s) are collected in five (5) minute intervals over a calendar month. The higher of such samples (Inbound or Outbound) are placed on a list and sorted from highest to lowest in amount of Mbps. The highest five percent (5%) of samples are discarded and the next highest sample is chosen to represent the 95th percentile calculation for that month.

3.1.2. Allocated MRC means, for a multipoint Offering, a portion of MRC allocated by Offering and/or each Customer location as specified on a Customer Order, and if not so specified in a Customer Order then prorated based on the number of locations associated with the Offering.

3.1.3. Bandwidth means the amount of data (quantified as Mbps (“M”) or Gbps (“G”)) made available to Customer as specified in a Customer Order, or in the event of usage based billing, the amount of data actually transmitted by Customer’s Equipment.

3.1.4. Bandwidth Commitment means the Customer’s commitment to pay for a certain level of Bandwidth on a monthly basis. Customer agrees to pay the MRC specified on the Customer Order as a minimum monthly charge regardless of actual usage. Any applicable Bandwidth Commitment will be specified on a Customer Order.

3.1.5. Burst Bandwidth means the amount of Bandwidth usage, based on the 95th Percentile Calculation, in excess of a Bandwidth Commitment. Any usage in excess of the Bandwidth Commitment will result in a usage charge at the burst rate identified in the Customer Order, based on the 95th Percentile Calculation. Usage charges are billed in arrears representing excess usage for the prior month. Burst Bandwidth must be specified on a Customer Order to be applicable.

3.1.6. Demarcation Point means the interface port where Zayo hands off service to Customer unless otherwise specified on a Customer Order.

3.1.7. Diverse Offering means an Offering designed to reduce points of failure by maintaining separation of paths, routes or equipment. Zayo offers a variety of diverse solutions. The Customer Order for such Offering shall specifically state that such Offering is a Diverse Offering and will include the type of diversity applicable to such Offering.

3.1.8. NNI means “Network-to-Network Interface” and is an interface used to interconnect a customer’s network to Zayo’s network.

3.1.9. Off-Net means any Offering which does not meet the definition of On-Net in Section 1.10.

3.1.10. On-Net means any Offering which connects two locations to which Zayo is already providing the same type of Offering at the time of the Customer Order and which is provisioned entirely on Zayo facilities and does not include any Third Party Offerings (as defined herein) or special construction.

3.1.11. Protected Offering means an Offering which includes a protection scheme that allows traffic to be rerouted in the event of a fiber cut or equipment failure. For an Offering to be deemed a Protected Offering hereunder, the Customer Order for such Offering shall specifically state that such Offering is a Protected Offering.

3.1.12. Offering Element means each Offering element set forth in Section 6 for which a Performance Level Target is prescribed (e.g., Availability and Latency).

3.1.13. Third Party Cloud Provider (TPCP) means a non-Zayo entity offering a cloud-based platform, infrastructure or application to which

Customer desires to interconnect an Offering, and with which Customer has a direct commercial relationship.

3.1.14. UNI means “User Network Interface” and is an interface used to interconnect a customer’s network to Zayo’s network.

3.1.15. Unprotected Offering means an Offering which does not include a protection scheme that allows traffic to be rerouted in the event of a fiber cut or equipment failure. Any Offering not expressly designated as a Protected Offering on the applicable Customer Order shall be deemed an Unprotected Offering.

3.2. Acceptable Use Policy

All Offerings are subject to and conditioned upon Zayo’s Acceptable Use Policy published at www.zayo.com, which is hereby incorporated into this Customer Schedule.

3.3. Offering Descriptions

3.3.1. IP Transit/DIA Offerings

3.3.1.1. IP Transit (“IP Transit”) provides multiservice 1G, 10G and/or 100G ports (minimum 1G commit for a 10G port) available only in designated Zayo IP Points of Presence (“POP”). Customer provides cross-connect within POP.

3.3.1.2. Dedicated Internet Access (“DIA”) is connectivity and access to the Internet via Zayo’s peering arrangements with various Internet service providers. DIA is provided from a Zayo POP to a customer location.

3.3.1.3. Additional Features: Customer may request related services, including additional IP addresses, aggregated billing, Burst Bandwidth, primary and secondary domain name service (“DNS”), or border gateway protocol (“BGP”) services.

3.3.1.4. DDoS Protection Offering. Distributed denial of service (“DDoS”) attacks may from time to time affect the Offering that Zayo provides to Customer by flooding Customer’s system with incoming traffic. Zayo’s DDoS protection Offering (“DDoS Protection”) is an optional service which attempts to mitigate DDoS attacks in accordance with the following procedure:

http://www.zayo.com

3.3.1.4.1. Prior to the Activation Date, Customer and Zayo shall agree on a list of IP addresses to which the DDoS Protection applies;

3.3.1.4.2. Upon service activation, Zayo will perform an analysis of Customer’s normal Internet traffic and use this traffic profile to identify potential anomalies that could indicate a DDoS attack; and

3.3.1.4.3. Upon detection of anomaly that is indicative of a DDoS attack, Zayo will notify pre-determined Customer contacts that traffic patterns indicate a DDoS attack.

3.3.1.4.4. DDoS Protection includes managed re-routing of

Customer’s DDoS-impacted traffic to one of Zayo’s global scrubbing facilities which attempts to identify and remove the offending traffic; and

3.3.1.4.5. DDoS Protection does not include: load balancing of traffic or of the Offerings; permanent archival/storage of log files; forensics or investigations; legal case preparation or PR incident support; security consulting services; disaster recovery planning; or permanent filtering/cleaning of traffic.

3.3.1.4.6. DDoS Unpredictability - Customer acknowledges and

agrees that: (i) due to the unpredictable nature of DDoS attacks, there is no guarantee or warranty hereunder concerning the ability of the DDoS Protection to mitigate or defeat any DDoS attack; and (ii) Zayo shall have no liability whatsoever for damages related to lost data, lost profits or lost revenues, even if Zayo has been advised of the possibility of such damages, or damages which result from any failure or inability of the DDoS Protection to mitigate or defeat any one or more DDoS attacks.

3.3.1.4.7. Special Terms for Sustained DDoS Attack - Zayo may suspend or blackhole Customer’s traffic without notice if Customer suffers a sustained DDoS attack whereby Customer’s traffic materially impacts Zayo’s network.

3.3.2. Ethernet

Is a layer 2 service that provides dedicated or shared point-to-point or point-to-multipoint connectivity for transport of voice, data, video or other forms of communications traffic. Ethernet Offerings meet IEEE

802.3 standards and uses 802.1Q VLAN tagging and stacking to support certain configurations. Ethernet Offerings generally follow the Metro Ethernet Forum definitions of Ethernet Private Line (“EPL”) and Ethernet Virtual Private Line (which may also be referred to as VPLS on a Customer Order) (“EVPL”) network configurations and can be purchased with the following configurations:

3.3.2.1. EPL: Metro or intercity Offering comprised of a UNI at each Customer site connected via an Ethernet virtual circuit (“EVC”) providing point-to-point Ethernet transport.

3.3.2.2. EVPL – UNI: A UNI handoff which connects to an NNI via an

EVC.

3.3.2.3. EVPL – NNI: A NNI handoff which aggregates multiple EVC Offerings.

3.3.3. IP for Virtual Private Networks (“IP-VPN”)

Is a layer 3 service leveraging Zayo’s IP network. IP-VPN provides a virtual private network (“VPN”) that supports the interconnection of multiple Customer locations through Zayo’s multiprotocol label switching (“MPLS”) network backbone. IP-VPN is delivered to the Customer premises over On-Net or Off-Net facilities, and distributed as a Layer 3 Internet Protocol (“IP”) service from the Customer Premises Equipment (“CPE”) router. IP-VPN can be provided with QoS which allows Customer to differentiate traffic within the IP-VPN Offering and on the Zayo network.

3.3.3.1. Management Type: IP-VPN Offering may be available with the following managed service options on a per-location basis.

3.3.3.1.1. Unmanaged: Access to utilization reporting in the

Tranzact portal.

3.3.3.1.2. Basic Management: Access to utilization and

performance reporting in the Tranzact portal and Offering may be offered with Proactive Notification as an optional service.

3.3.3.1.3. Advanced Management: Includes Basic Management

features plus router configuration, change management, and hardware support.

3.3.3.2. IP-VPN Managed Router: Customer may request Zayo provide a CPE router to enable the following Zayo-managed configurations. Advanced Management is required for this option.

3.3.3.2.1. Customer edge routing protocol enablement

3.3.3.2.2. Dynamic Host Configuration Protocol (DHCP) server or

DHCP relay

3.3.3.2.3. Access Control Lists (ACL)

3.3.3.2.4. Static routes

3.3.3.2.5. Secondary IP address

3.3.3.2.6. Read Only Simple Network Management Protocol

(ROSNMP) access

3.3.3.2.7. Netflow to Customer collector

3.3.4. Cloudlink

Is a Layer 2 or Layer 3 Offering providing direct private connectivity to a TPCSP network interconnect point of presence. While on the Zayo network, traffic destined for the TPCSP, or received from the CSP does not traverse the public Internet and travels across a private customer circuit. CloudLink can be used on a variety of transporting methods including WAN, Ethernet and Wavelengths. CloudLink performance level metrics are based on the transportation method. The performance level metrics for Cloudlink using Wavelengths are addressed in that specific Customer Schedule for Wavelengths Offerings.

3.3.4.1. WWAN CloudLink is an Offering that enables Customer to extend their IP-VPN, SD-WAN, or ELAN to a TPCP in order to share TPCP services to one (1) or more Customer locations on the IP-VPN, SD-WAN, or ELAN.

3.3.4.2. BGP Management: Customer must establish a direct

relationship with each TPCP and is solely responsible for all charges or costs from the TPCP. Customer is responsible for:

(1) all BGP sessions connecting to and within the TPCP network;

and (2) all public and private addresses required by the TPCP.

3.3.4.3. Managed IP-VPN Option: IP-VPN connectivity for CloudLink may include Zayo-provided managed routers at the Customer premises. This option may include Network Address Translation (NAT) for the integration of public TPCP offerings.

3.3.4.4. Hosted CloudLink is an Offering where Customer shares a multi-tenant Cloud Service Provider (CSP) port. Traffic is separated via individual VLAN IDs. Due to its shared nature, this Offering is not intended to support any one customer’s high sustained traffic, and Zayo reserves the right to throttle Customer's traffic if Customer’s high-sustained traffic impacts other customers’ use of the shared CSP port.

3.4. Components and Installation

3.4.1. Zayo Components. Zayo, or its agent, may provide, install, maintain, repair, operate and control Zayo’s components and equipment (“Zayo Components”). The Zayo Components shall remain the sole and exclusive property of Zayo, and nothing contained herein shall give or convey to Customer, or any other person, any ownership right, title or interest whatsoever in the Zayo Components (other than the access rights included within an Offering), notwithstanding that such Zayo Components may be, or become, attached to, or embedded in, realty.

Customer shall not tamper with, remove or conceal any identifying plates, tags or labels identifying Zayo’s ownership interest in the Zayo Components. Customer shall not adjust, align, attempt to repair, relocate or remove the Zayo Components, except as expressly authorized in writing by Zayo. Customer shall be liable for any loss of or damage to the Zayo Components caused by Customer’s negligence, intentional acts, or unauthorized maintenance and shall reimburse Zayo for the same within thirty (30) days after receipt by Customer of a request for reimbursement. Customer, at its sole cost and expense, shall be required to obtain space and power to support the Zayo Components for the Offering for the duration of the Order Term.

3.4.2. Access and Customer Premises Obligations. Customer, at its sole cost and expense, shall provide Zayo with all necessary information and access to all applicable Customer locations for purposes of providing the Offerings, including installation, maintenance, and repair of Zayo Components on Customer premises. For purposes of the preceding sentence, “access” shall include without limitation any necessary license(s) to access, occupy and conduct telecommunication operations within each respective building and or property for the duration of the Order Term (including any necessary rights for Zayo to enter and access each building, and for providing all necessary cable pathways, building access and/or occupancy fees, riser fees, cross-connects and cross-connect fees, coordination at any third party owned location, and, where applicable, necessary space for Zayo’s fiber termination panel). However, notwithstanding Customer’s foregoing responsibility, if Zayo is required by a third party to obtain and maintain any such license to access the building or property, Customer agrees to reimburse Zayo for its costs related to obtaining and maintaining such licenses during the Order Term. Zayo shall provide reasonable notice under the circumstances to Customer prior to entering Customer’s point of presence to install, maintain or repair any of the Zayo Components. Customer will provide a safe place to work and comply with all applicable laws regarding the working conditions on the Customer premises.

3.4.3. Customer Equipment. Customer is responsible, at its sole cost and expense, for connecting to the Demarcation Point specified in the Customer Order. Components, equipment and operations beyond the Demarcation Point and/or interconnection between Zayo’s facilities and terminal components and the wiring at the Demarcation Point shall be the responsibility of Customer (“Customer Equipment”).

Customer must procure and maintain, at its sole cost and expense, Customer Equipment which is technically compatible with the Offering and the Zayo network. Zayo shall have no obligation to install, maintain or repair any non-Zayo components or equipment, including any Customer Equipment. If, on responding to a Customer-initiated service call, Zayo reasonably determines that the cause of the deficiency was a failure, malfunction or the inadequacy of components or equipment other than the Zayo Components, Customer shall compensate Zayo for actual time and materials expended during the service call.

3.5. Service Requests and Delivery

3.5.1. Acceptance and Projected Activation Date. Within five (5) business days of Zayo’s acknowledgment to Customer of receipt of a Customer Order for On-Net Offerings, or within five (5) business days after Zayo’s receipt of its Off-Net provider’s projected service activation date for Off-Net Offerings, Zayo will notify Customer (in writing or electronically) of its acceptance of such Customer Order (“Customer Order Acceptance”), at which time such Customer Order becomes a binding obligation to purchase the Offerings therein, or rejection of such Customer Order, in which case Zayo will communicate to Customer why it is unable to accept such Customer Order. Zayo may accept or reject any submitted Customer Order in its sole discretion.

3.5.2. Firm Order Commitment Date. Unless the date by which Zayo estimates it will turn over the Offering for Customer’s use (“FOC Date”) is already stated in a Customer Order, Zayo will provide the FOC Date following submission of the Customer Order. For Off-Net Offerings, Zayo shall notify Customer of the FOC Date within two (2) business days after Zayo receives an installation date from its Third Party Provider.

3.5.3. Offering Activation. After Zayo’s required tasks have been completed and Zayo has determined that the Offering conforms to the relevant Customer Order, Zayo will notify Customer that the Offering has been activated in accordance with the Customer Order and is available for use by Customer (“Offering Activation Notice”). The “Activation Date” shall be the earlier of (i) the date on which Customer begins using the Offering for any purpose other than testing; or (ii) the date that Zayo has sent the Offering Activation Notice to Customer.

Customer shall have five (5) days following the Activation Date in which to notify Zayo that it is rejecting the Offering because the Offering does not conform to the Customer Order. If Customer has notified Zayo within such five (5)) day period that the Offering does not conform to the Customer Order, then Zayo shall take such steps reasonably necessary to conform the Offering to the Customer Order, at which time Zayo shall issue a new Offering Activation Notice and the Customer acceptance process above shall be repeated. If the

Activation Date is delayed as a result of Customer’s failure to meet its responsibilities under the MCA or this Customer Schedule, the Activation Date will be deemed to be the later of (a) the FOC Date or

(b) the date that Zayo has completed its tasks to deliver the Offering to the best of its ability.

3.5.4. Incrementally Delivered Offerings. Unless otherwise specified in a Customer Order, for individually delivered Offerings, Zayo may incrementally deliver when ready, which may result in different Activation Dates for such incrementally delivered Offerings. For multipoint Offerings, Zayo may incrementally deliver an Offering to each Customer location when ready, and the Order Term for such incrementally delivered multipoint Offerings shall begin on the Activation Date of the first location and/or circuit delivered and shall end after the period specified as the Order Term from the Activation Date of the last location and/or circuit delivered. Unless otherwise set forth in a Customer Order, the charges associated with a delivered Offering will be based upon the Allocated MRC. Any Bandwidth Commitment for an incrementally delivered service will be proportionally reduced to reflect the number of locations incrementally delivered out of the total number of locations included under such Bandwidth Commitment and Burst Bandwidth will be determined by using the level then in effect as of the last day of each calendar month. For all multipoint Offerings, Outage Credits shall be granted only to affected Customer locations based on Allocated MRC.

3.6. Performance Level Targets

3.6.1. Availability: For IP-VPN, CloudLink and Ethernet, “Availability” means the percentage of time that a Customer location is connected to and can be reached by one or more other Customer locations on the same Customer network. For DIA and IP Transit, Availability means the percentage of time a Customer location can access the Internet. If the Offering is unavailable, measurement of the unavailable period begins when a Zayo trouble ticket is opened and is calculated on a calendar month basis. The Offering Credit to which Customer may be entitled is ten percent (10%) of Allocated MRC for each two hour period that the Offering is unavailable following the Performance Level Target set forth below. Outage Credits are available for On-Net Offerings as described above. Outage Credits for Off-Net Offerings are passed through based on credits received from the underlying Off-Net provider.

Offering Configuration Performance Level Target

IP-VPN

Unprotected

Protected Diverse

99.9% 99.95% 99.99%

ELAN

Unprotected

Protected Diverse

99.9% 99.95% 99.99%

DIA

Unprotected

Protected 99.9%

99.95%

IP Transit Unprotected

Protected 99.9%

99.95%

CloudLink Unprotected

Protected 99.9% 100%

Ethernet Unprotected

Protected Diverse

99.9% 99.95% 99.99%

3.6.2. Latency (Inter-frame Delay): “Latency” means time it takes for a packet of data to get from one Customer premises to a separate Customer premises and back. The Performance Level Target for Latency is applicable to packets that traverse a single network and conform to the performance attributes of the Offering. Latency Performance Level Targets are available for On-Net IP-VPN, ELAN, SD-WAN, and Ethernet Offerings and Outage Credits are calculated as ten percent (10%) of Allocated MRC for each hour beyond two (2) hours that the Offering fails to meet the Performance Level Target.

Geography Performance Level Target

On-Net National or regional (distances up to 2500 miles) < 65 ms

On-Net National or regional (distances over 2500 miles) < 85 ms

On-Net Global < 300 ms

3.6.3. Packet Delivery: “Packet Delivery” means the percentage of IP packets that are successfully transmitted across the Customer’s network without loss, measured in each direction between Zayo PEs serving the applicable Customer location. The Performance Level Target for Packet Delivery is applicable to packets that traverse a single network and conform to the performance attributes of the Offering. Packet Delivery Performance Level Targets are applicable to On-Net IP-VPN, ELAN, SD-WAN, and Ethernet Offerings and Outage Credits are calculated as ten percent (10%) of Allocated MRC for each hour beyond two (2) hours that the Offering fails to meet the Performance Level Target.

3.6.4. Jitter (Inter-frame Deviation): “Jitter” means the one-way variance in the arrival time of packets at a Zayo PE serving the applicable Customer location, given that the packets are of equal size and presented at a constant rate, without error, and within contracted delivery rates. Zayo calculates Jitter as an average of each direction’s jitter between two Customer locations. Jitter Performance Level Targets are applicable to On-Net IP-VPN, ELAN, and SD-WAN Offerings and Outage Credits are calculated as ten percent (10%) of Allocated MRC for each hour beyond two (2) hours that the Offering fails to meet the Performance Level Target.

3.6.5. Quality of Offering: “QoS” means the option for prioritized traffic from applications that may compete for the same network resources by assigning pre-determined levels of network priority to bandwidth.

QoS Performance Level Targets are applicable to On-Net Ethernet Offerings and Outage Credits are calculated as ten percent (10%) of

Geography Performance Level Target

Distance up to 2500 miles 99.995% Distance over 2500 miles 99.95%

Global 99.9%

CE to CE Distance Performance Level Target

Regional (intracontinental) < 3 ms Global (intercontinental) < 10 ms

Allocated MRC for each hour beyond two (2) hours that the Offering fails to meet the Performance Level Target. The following levels of QoS may be available (“QoS Classes”):

3.6.6. DDoS: If purchased, Zayo will initiate DDoS Protection (“Protection Initiation”) within fifteen (15) minutes after Zayo receives authorization from the Customer to begin protection and a trouble ticket is opened (“Authorization”). If Protection Initiation does not occur within fifteen (15) minutes of Authorization, then the Offering Credit is ten percent (10%) of Allocated MRC for each subsequent fifteen (15) minute period that Protection Initiation has not yet occurred.

3.7. Outage Credits

3.7.1. Outage: Zayo will issue Outage Credits to Customer for circuits affected by interruptions in Offering for Offering Element failures set forth in Section 6 (“Outage"); provided, however, that any such interruption or failure of an Offering Element will not be deemed an Outage if caused by: (a) any act or omission of the Customer or its End User Customers, or their representatives, contractors, agents, authorized invitees, successors or assigns; (b) the configuration, failure or malfunction of non-Zayo equipment or systems; (c) scheduled maintenance or planned enhancements or upgrades to Zayo's network; (d) Zayo not being given reasonable access to the premises; (e) Customer exceeding the maximum capacity of a port connection or any other rate limitation as set forth in the applicable Customer Order; or (f) a Force Majeure Event. Each of the events described in Section 8 shall be deemed an “Excused Outage.”

3.7.2. Service Outage Credit: Customer may be entitled to one of the service credits set forth in Section 6 (“Outage Credit”). For any multipoint Offering, the Allocated MRC shall be used for purposes of calculating Outage Credit per the table in Section 6. The duration of

QoS Classes Performance Level Target

Critical 99.8% Preferred 99.7% an Outage begins when Zayo records a trouble ticket number and ends when the Offering is restored or not failing to meet the Performance Level Targets in Section 6 ("Outage Duration"). Outage Duration is applicable to specific affected circuits and shall not be aggregated among circuits. Unless otherwise specified, the Performance Level Objectives applicable to CloudLink Offerings shall be the Performance Level Objectives applicable to the underlying Offering used to deliver such CloudLink Offering. In the event of an Outage during which Customer experiences multiple Offering Element failures and/or Outages, the Outage Credits for each affected Offering Element shall not be aggregated; rather, the Outage Credit shall be the greater of the Outage Credit applicable to any individual Offering Element in Section 6. The maximum Outage Credit in a calendar month for any affected circuit shall not exceed 50% of the Allocated MRC for the affected circuit.

3.7.3. Chronic Outage: Customer may terminate the affected On-Net Offering without incurring early termination charges if: (i) for an On-Net Protected Offering, Customer experiences three (3) or more related Outages on such Offering, each with an Outage Duration lasting more than one (1) hour in any thirty (30) day period; or (ii) for an On-Net Unprotected Offering, Customer experiences three (3) or more related Outages on such Offering, each with an Outage Duration lasting more than eight (8) hours in any thirty (30) day period. In the event of an Outage during which Customer experiences multiple Offering Element failures and/or Outages, the Outage Duration for each affected Offering Element shall not be aggregated; rather, the Outage Duration used to calculate the applicable Outage Credit under Section 7.2 above shall apply for purposes of determining whether Customer is entitled to terminate the affected Offering under this Section. In order to exercise a right to terminate under this Section, Customer must notify Zayo of its intent to terminate the affected Offering in writing within thirty (30) days after the event giving rise to a right of termination. Customer shall be deemed to have waived its right to terminate under this Section if it fails to provide the requisite notice within such thirty (30) day period. Zayo reserves the right to refuse the foregoing termination right if Customer has any past-due balances. Notwithstanding the foregoing, Customer may not terminate the affected Offering under this section if Zayo is able to cure (to Customer’s reasonable satisfaction) the issue(s) giving rise to such Outages under this provision within thirty (30) calendar days of the chronic outage triggering event.

3.8. Issuance Of Credits

In order to receive Outage Credit, Customer must (a) immediately report the Outage to the NCC and open a trouble ticket and (b) make a written request for an Outage Credit within thirty (30) calendar days following the end of the month in which the Outage occurred. Upon receipt of Customer’s request, Zayo will investigate the claim under the terms described in this Customer Schedule. Credits will be granted only if Customer has paid all outstanding invoices by the Due Dates thereof. The issuance of credits pursuant to this Section and Customer’s right to terminate in accordance with Section 7.3 above are Customer's sole remedies for any failure or non-performance of Offerings set forth in this Customer Schedule. Outage Credits shall be deducted from the charges payable by Customer hereunder and shall be expressly indicated on the Customer invoice.

3.9. Third Party Services

The Offerings may incorporate services provided by a third party (“Third Party Provider”), including, but not limited to, interconnect services (collectively “Third Party Offerings”). The costs of Third Party Offerings will be reflected in the applicable Customer Order provided that, following written notice to Customer, Zayo may adjust the rates for Offerings that incorporate Third Party Offerings to reflect, without mark up, any increases in costs imposed on Zayo for Third Party Offerings after the effective date of the applicable Customer Order. The service-specific terms and performance metrics associated with Third Party Offerings, including any available credits for non-performance or service degradation, are limited to Zayo’s terms with, and credits collected from, the applicable Third Party Provider. If Customer cancels an Offering that incorporates Third Party Offerings without cause prior to the expiration of the applicable Order Term, Customer shall reimburse Zayo for any costs incurred by Zayo to terminate such Third Party Offerings. Where a Customer has requested a disconnect for an Offering for which an LOA/CFA was required, the Customer must produce documentation of disconnect confirmation (disconnect FOC or other) from the Third Party Provider.

3.10. Maintenance

“Routine Maintenance” is routine and preventative maintenance and repairs that Zayo deems necessary to ensure proper functioning of the Zayo network. The Zayo NOC will generally conduct such planned Schedule Maintenance outside normal working hours anytime between 12:00 AM to 5:00 AM (local time) seven (7) days a week. Zayo will provide Customer with fourteen (14) days prior notice of such Routine Maintenance that Zayo reasonably believes may impact availability. All maintenance other than Routine Maintenance as described above shall be deemed to be Non-Routine Maintenance. For any Non-Routine Maintenance performed to restore functionality of the Offerings, Customer will first use commercially reasonable efforts to determine that any disruption in the functionality of the Offering is not on the Customer’s side of the Demarcation Point. After verifying that the problem is not on Customer’s side of the Demarcation Point, Customer shall open a Trouble Case for Technical Support by contacting Zayo Customer Support at 1-866-236-2824 (US and Canada) / +4420 3846 4222 (Europe) / 00800 4997 0737 (France), or ncc@zayo.com.

Escalation procedures following opening of a Trouble Case can be found at https://tranzact.zayo.com/#!/escalation-lists.

3.11. Regulatory Requirement

If the Federal Communications Commission (the “FCC”), the Canadian Radio-television and Telecommunications Commission (“CRTC”), any other regulatory body, or a court of competent jurisdiction issues a rule, regulation, law or order that has the effect of increasing the cost to provide the Offering or cancels, changes or supersedes any material term or provision of the Agreement (collectively “Regulatory Requirement”), then the Agreement shall be deemed modified in such a way as is necessary to comply with such Regulatory Requirement.

3.12. Aggregated Disconnect

For a multi-point Offering with aggregated bandwidth, as set forth in the applicable Customer Order, Customer may, upon ninety (90) days written notice to, and corresponding approval from, Zayo, terminate a portion of such Offering (the "Disconnected Circuit"), provided, however that if such https://tranzact.zayo.com/#!/escalation-lists termination is during the initial Order Term or a Renewal Term, Customer will remain liable for 100% of the remaining MRC through the applicable Order Term or Renewal Term for the Disconnected Circuit ("Circuit Disconnection Right"). If Customer exercises this Circuit Disconnection Right and complies with the terms provided herein, Customer's MRC for the remaining Offering may thereafter be reduced by the corresponding MRC of the Disconnected Circuit. This Circuit Disconnection Right is subject to Zayo's review and approval.

ZAYO GROUP, LLC GSA CUSTOMER NAME

Signature Signature

Name: Name:

Title: Title:

4. Dark Fiber Service Schedule Master Services Agreement This Dark Fiber Services Schedule (“Service Schedule”) is subject to, and made a part of, that Master Services Agreement (“MSA”) entered into between the undersigned Parties. Zayo owns and operates telecommunications facilities and is in the business of leasing dark fiber optic strands within the Zayo network (“Dark Fiber”) (“Dark Fiber Services” or "Services").

Capitalized terms not defined herein will have the meaning ascribed to them in the MSA.

4.1. Definitions

The following additional definitions shall apply to Dark Fiber Services:

4.1.1. Allocated MRC means a portion of a Monthly Recurring Charge allocated by Segment on a pro-rata basis, unless otherwise specified in a Service Order.

4.1.2. Backbone means the primary Zayo cable(s) in a given metropolitan area or long-haul route. As used in a metropolitan context, a backbone is typically a multi-ring fiber optic communication system connected to the areas central offices, carrier hotels, points of presence and other telecommunications nodes. As used in a long-haul context, a backbone is typically a point-to-point multi-cable route connecting telecommunications nodes in two metropolitan areas.

Both collect and carry telecommunications traffic gathered from smaller lines that interconnect with it.

4.1.3. Costs mean any applicable cancellation, termination or other charges from a third party, charges for make ready work, permitting and engineering fees, building access or license fees, special construction charges and/or materials and equipment costs.

4.1.4. Customer Requirements shall have the meaning set forth below.

4.1.5. Demarcation Point is the network interface point specified on a

Service Order where Zayo hands off Service to Customer.

4.1.6. Estimated Delivery Date is the date or delivery interval, specified in a

Service Order, in which Zayo estimates the Dark Fiber Service to be available.

4.1.7. Lateral means a discrete fiber optic communication system Segment or spur owned by or acquired by Zayo that branches off from the Backbone to a Customer Location.

4.1.8. On-Net is a location to which, at the time that a Service Order is placed, Zayo (i) has available Dark Fiber, provisioned entirely on Zayo facilities (not including fiber optic infrastructure provided by a third-party supplier or requiring special construction) and (ii) has the right to connect its Dark Fiber to Customer at a designated termination point.

4.1.9. Off-Net is a location which does not meet the definition of On-Net.

4.1.10. Service Specifications means both the definitions and performance specifications of a Service detailed herein and in a Service Order.

4.1.11. Segment is a span of Dark Fiber between Locations specified in a

Service Order.

4.1.12. Zayo POP refers to Zayo’s point of presence at which Zayo provides interconnectivity to its network routes and facilities.

4.2. Grant Of Lease

As of the Service Activation Date for any Dark Fiber ordered under a Service Order, Zayo agrees to lease to Customer, and Customer agrees to lease from Zayo, the number of strands of Dark Fiber in the configuration described in the Service Order. Any materials, equipment, fiber optic cable and other personal property shall remain Zayo’s personal property even if installed to the real property of the Customer. Customer acknowledges that it has no option to purchase any part of the materials, equipment, fiber optic cable and other personal property of Zayo installed between the Demarcation Points. Customer shall keep Zayo’s facilities and the Dark Fiber free from all liens, including but not limited to mechanics liens, and encumbrances by reason of the use of the Dark Fiber by Customer. If Customer fails to pay, or bring appropriate challenge to, any taxes, assessments, or other fees, and such failure results in the imposition of a lien or encumbrance on the Dark Fiber or an assessment directly against Zayo, Zayo shall have the right to pay the same and invoice the amount thereof to Customer. This right is in addition to any other right provided to Zayo herein to remedy a breach of this Schedule. Customer shall be responsible for obtaining and maintaining any rights or licenses required for it to lease, use, occupy or operate the Dark Fiber.

4.3. Service Requests And Delivery

4.3.1. Service Activation

After Zayo has determined that the Service conforms to the relevant Service Specifications (including power and OTDR testing to verify performance within industry standard for calculated budget loss), Zayo will notify Customer that the Service is delivered, meets the related Service Specifications and is available for use by Customer (“Service Activation Notice”). The “Service Activation Date” shall be the earlier of (i) the date on which Customer begins using the Service for any purpose other than testing or (ii) the date that Zayo has sent the Service Activation Notice to Customer. Customer shall have fourteen

(14) days in which to notify Zayo that it is rejecting the Service that does not meet the Service Specifications. If Customer has notified Zayo within such fourteen (14) day period that the Service does not meet the Service Specifications, and provided that such notification is legitimate, then Zayo shall take such steps reasonably…