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HomeMy WebLinkAbout2022 - Cogent Contract for City of Auburn - signedCustomer and Order Information Service Information www.cogentco.com 29AC7F7BF238219BC63D7788C1F769FB CUSTOMER ORDER FORM Colocation and Dedicated Internet Access NORTH AMERICA - US - Cogent Communications, Inc. 2450 N Street, NW Washington, DC 20037 City of Auburn WA Customer Description Corporate / Retail Resell Customer (Name)No Order Date 10-May-2022 Agent Deal (Name)No Customer Requested Service Date*30-Jun-2022 Legacy Orders Termination*No * This date is the earliest Service Date requested by Customer. Billing starts on the Service Date. Installation ofthe Service is subject to the SLA and Product Rider. While COGENT may install the Service on the RequestedService Date, COGENT does not guarantee that the Service will be installed on that date. * For all Legacy Orders listed in the SERVICE INFORMATION section below, CUSTOMER elects 1 of 3options:1) Immediate Termination,2) Delayed Termination (up to 30 days),3) No Termination – Month-to-Month (more than 30-day overlap), i.e., legacy orders will renew for successiveRenewal Terms of one (1) month until terminated by Customer. Quoted Currency USD US Dollar Colocation - Service Parameters Order ID Order Type Legacy Order(s)Node ID Product Product Items Initial Term (in months) Installation Fee Monthly Fee 3-001225098 New 52488-1 Power AC (Alternating) 110v/20amp 12 500.00 300.00 Service Options Note: IP Addresses Allocation, BGP, VLAN and LAG option orders always have an Initial Term of one (1) month. IP Addresses AllocationNote: IPQ (and IARM Rider for ProviderIndependent resources) needs to besubmitted w/ Order Form No Order ID Order Type Legacy Order(s)Block Size - Total IPs IP Version Installation Fee Monthly Fee 0.00 BGP Routing Note: LOA(s) issued by owners of Secondary ASN(s) need(s) to be submitted with Order Form. No Order ID Order Type Legacy Order(s)ASN Owner ASN IP Version 0.00 VLAN(s) w/ static routingNote: LOA(s) issued by owners of SecondaryIP(s) need(s) to be submitted with OrderForm. No Order ID Order Type Legacy Order(s)Comments Port Order 0.00 Link Aggregation (LAG) (As described in Product Rider)No Order ID Order Type Legacy Order(s)Services involved in LAG-bundle 0.00 Expedite Delivery No As described in Product Rider 0.00 Billing Options (As described in Product Rider)Yes Billing Method Master Service Other Involved Services Equipment(As described in Product Rider)No Order ID Product Legacy Order(s)Comments Port Order 0.00 0.00 Total Fees Installation Fee Monthly Fee Total Fees including Options 500.00 300.00 **If Customer has elected to be billed in a currency other than the currency used for the Quoted Price, the Quoted Price will be converted into theBilling Currency selected above on the date this Order is validated by COGENT. In performing the currency conversion on such date, COGENTwill use the currency conversion rate as of the close of business for the previous day as set forth at www.oanda.com.Billing Currency**USD United States - Dollar Page 1/2Order Form generated on: 25-May-2022 21:18:50 (UTC) Customer Initials:CS CS Contract Documents www.cogentco.com 29AC7F7BF238219BC63D7788C1F769FB CUSTOMER ORDER FORM Colocation and Dedicated Internet Access NORTH AMERICA - US - Cogent Communications, Inc. 2450 N Street, NW Washington, DC 20037 Customer Service Delivery Information Customer Contracting & Billing Information Tenant/Datacenter Name City of Auburn WA Company Name City of Auburn WA Node ID 52488-1 *Billing Address 1 EAST MAIN STREET Service Address 32275 32ND AVENUE SOUTH Suite / Floor Suite / Floor City, State, Province AUBURN, WA City, State, Province FEDERAL WAY, WA Postal Code 98002 Postal Code 98001 Country US Country US Company Registr. Nr. * Service delivery always takes place at Cogent Demarcation Point as defined in the attached ProductRider. Tax / VAT ID Number Request for consolidated billing (one account / invoice for multiple ports in the same country)*No * Consolidated billing requests must be reviewed and approved by Cogent. Delivery Contact Name Colin Schmalz Billing Contact Name Nancy Backus Telephone (253) 804-5021 Telephone 253-804-5078 Cellphone Cellphone (253) 931-3000 Fax Fax Email cschmalz@auburnwa.gov Email invoices@auburnwa.gov Cogent Contact Information Sales Office Location Seattle Sales Office - SEA Sales Account Manager Name Robert LaGuardia Address HQ: 2450 N Street, NW Washington, DC 20037 Phone +12064205702 Phone 1-877-9COGENT Email RLaGuardia@cogentco.com Fax 202-338-8798 Sales sales@cogentco.com Service Provisioning sd@cogentco.com Billing billing@cogentco.com Customer Care support@cogentco.com Termination terms@cogentco.com The entire Customer Subscriber Agreement (CSA), entered into between Customer and COGENT, is made up of the documents listed here. Capitalized terms are defined in the text of the Terms or Definition section of the Terms. All prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning such Services, are superseded. Customer certifies that the documents constituting the CSA are the documents and forms that have been supplied to Customer by Cogent and that Customer has made no changes to them. (1) Order Form (2) Terms, as attached (initialed by Customer) (For current customers, if Terms are not attached, the current Terms remain in force) (3) SLA (http://www.cogentco.com/files/ps_internet/SLA_on_internet.pdf) (4) Product Rider(s), as attached (signed by Customer) (5) Any other Rider or Addendum, as attached (signed by Customer) Notes Notwithstanding Section 1.2 of the Terms, at the end of the Initial Term, the Service ordered hereunder will renew on the same price, terms and conditions for successive month-to-month Renewal Terms unless and until terminated or amended as provided in the CSA. Page 2/2Order Form generated on: 25-May-2022 21:18:50 (UTC) SIGNATURES By signing below, Customer affirms and acknowledges that it has read the entire CSA and agrees to be bound by the provisions thereof. For Customer For Cogent Communications, Inc. SignatureSignature Printed NamePrinted Name TitleTitle DateDate SignatureSignature Printed NamePrinted Name TitleTitle DateDate Colin Schmalz (May 25, 2022 14:39 PDT) Colin Schmalz Colin SchmalzColin Schmalz Network EngineerNetwork Engineer May 25, 2022May 25, 2022 Jim Bubeck (May 26, 2022 13:46 PDT) Jim Bubeck Jim BubeckJim Bubeck CROCRO May 26, 2022May 26, 2022 Network Services Terms & Conditions North America (Ver.3 - 07/16) Confidential © Cogent Communications, Inc. 2016 Page 1 of 3 Cogent Communications, Inc. 2450 N St., NW, Washington, D.C., 20037 202.295.4200 www.cogentco.com Customer: _______ NETWORK SERVICES TERMS & CONDITIONS NORTH AMERICA 1. SERVICES AND TERM. 1.1. Pursuant to the CSA, Cogent will provide the Services to Customer for the Service charges. Customer’s signature on the Order Form constitutes its acknowledgement and agreement to be bound by the CSA. Capitalized terms are defined at the end of these Terms. 1.2. Each Service’s Initial Term is indicated on the applicable Order Form and the Initial Term will begin as of the Service Date. Customer will be deemed to have accepted the Service as of the Service Date. At the end of the Initial Term, each Service ordered hereunder will renew for successive Renewal Terms equal in length to the Initial Term unless and until terminated as provided herein. 1.3. Each Service will be provided to the Service Location specified on the Order Form only. Any relocation of a Service shall be an amendment of such Service requiring the consent of both Parties. Customer may order additional Services or locations in North America through additional Order Forms, which will be governed by this CSA. Customer’s account must be current in order to make changes to Services or order additional Services. 2. SERVICE CHARGES AND BILLING. 2.1. Service charges are on the Order Form and do not include applicable Taxes unless so indicated. New services, upgrades of existing Services or relocations of an existing Service will result in additional fees and/or charges. If a prior Service location remains installed after a new Service location is installed, Customer will be responsible for Service charges for both Service locations until terminated as provided for each Service. 2.2. Invoices are sent monthly in advance. Customer agrees to pay all charges and applicable Taxes for the Service within thirty (30) days of the invoice date without counterclaim, set-off or deduction. A late charge shall be added to Customer’s past due balance of the lesser of 1.5% per month or the maximum legal rate. COGENT may change the specifications, Terms or charges for the Service for any upcoming Renewal Term by providing Customer at least sixty (60) days advance written notice. Customer agrees that its obligation to pay service charges and Taxes under this CSA shall survive the termination of the CSA. 2.3. Customers claiming tax exemption must provide COGENT with a properly executed exemption form. 3. SERVICE USE AND INTERRUPTION. 3.1. Customer’s use of COGENT’s Services or Network may only be for lawful purposes and must comply with COGENT’s AUP. Transmission of any material in violation of any law, regulation or the AUP is strictly prohibited. Access to other networks connected to COGENT’s Network must comply with such other networks’ rules. Customers whose service location (as set forth on the Order Form) is a COGENT-owned or carrier neutral data center may resell COGENT’s Dedicated Internet Access Service ordered in that location but not any other Service offered in such location. Customers located in any other service location may not resell their Service, in whole or in part. 3.2. COGENT’s obligations and Customer’s exclusive remedies for a delayed or failed installation of a Service or the failure of COGENT’s Network or any Service are stated in the COGENT SLA. 4. TERMINATION, RESTRICTION OR SUSPENSION. 4.1. Prior to the Service Date, COGENT may terminate the CSA if not approved by COGENT corporate management (including credit check). COGENT also may restrict, suspend or terminate the CSA, Customer’s use of or access to any Service, or both, at any time if (a) Customer is in material breach of the CSA (including but not limited to the AUP) and, in COGENT’s sole judgment, an immediate restriction or suspension is necessary to protect the COGENT Network or COGENT’s ability to provide services to other customers; or (b) Customer’s account is unpaid sixty (60) days after date of invoice; or (c) COGENT facilities at Customer’s location are unavailable, (i.e., no connectivity and building access). 4.2. Either Party may terminate the CSA: (a) at the end of an Initial Term or at the end of a Renewal Term by providing the other Party with at least thirty (30) days prior written notice (notices provided during a monthly Renewal Term will not be effective until the end of the next month (i.e., notice received April 20th is effective June 1st); or (b) except as otherwise stated herein, during an Initial Term or Renewal Term if the other Party breaches any material term or condition of this CSA and fails to cure such breach within thirty (30) days after receipt of written notice of the same. All termination notices by Customer must be sent separately for each Service (including terminating one Service location after a Service is switched to a new Service location) and must be sent to terms@cogentco.com. 4.3. If a Service is terminated prior to the Service Date, Customer shall pay COGENT for all Initial Costs for such Service. If the Service is terminated after the Service Date, Customer shall pay COGENT (a) for the Service up through the date of termination; and (b) except in the case of termination by Customer as provided in Section 4.2 above, or by COGENT due to loss of connectivity or building access at Customer’s building(s) under Section 4.1(c) above, the Initial Costs (unless already paid) and the Termination Charge. Customer acknowledges that because actual damages to COGENT caused by early termination of a Service order are uncertain and would be difficult to determine, the Termination Charge is a reasonable liquidated damage and is not a penalty. Any reconnections of the Service shall result in additional reconnection charges to Customer at COGENT’s then-prevailing rates. 4.4. If Customer defaults in any of its payment obligations under the CSA, Customer agrees to pay COGENT’s reasonable expenses, including but not limited to legal and collection agency fees, incurred by COGENT in enforcing its rights. 5. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY. 5.1. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN THE SLA, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER COGENT NOR ANY OF ITS PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, OR AGENTS MAKES ANY WARRANTY, CONDITION OR GUARANTEE WITH RESPECT TO THE SERVICES OR AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES, UNDER THIS CSA OR OTHERWISE. THE SERVICES ARE PURCHASED WITH KNOWLEDGE OF THIS WARRANTY LIMITATION. COGENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. COGENT DOES NOT MONITOR, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, THE CONTENT OF ANY COMMUNICATION TRANSMITTED BY CUSTOMER OR OTHERS, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE SERVICES. 5.2. WITHOUT PREJUDICE TO OR LIMITING OF COGENT’S RIGHT TO RECEIVE PAYMENT FOR SERVICES, COGENT’S ENTIRE LIABILITY FOR ALL CLAIMS OF WHATEVER NATURE (INCLUDING CLAIMS BASED ON NEGLIGENCE) ARISING OUT OF THIS AGREEMENT AND ALL OTHERS BETWEEN CUSTOMER AND COGENT, AND THE PROVISION BY COGENT OF FACILITIES, TRANSMISSION, DATA, SERVICES OR EQUIPMENT INCLUDING, BUT NOT LIMITED TO, DAMAGE TO REAL/PERSONAL PROPERTY, SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNT PAID BY CUSTOMER FOR THE SERVICE AT ISSUE IN THE PRIOR SIX (6) MONTHS TO THE ACTION GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000.00) IN TOTAL; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY FOR DEATH OR PERSONAL CS CS Network Services Terms & Conditions North America (Ver.3 - 07/16) Confidential © Cogent Communications, Inc. 2016 Page 2 of 3 Cogent Communications, Inc. 2450 N St., NW, Washington, D.C., 20037 202.295.4200 www.cogentco.com Customer: _______ INJURY CAUSED BY COGENT, OR FOR ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 5.3. CUSTOMER RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE SEPARATELY OWNED AND NOT SUBJECT TO COGENT’S CONTROL. CUSTOMER AGREES THAT COGENT SHALL NOT BE LIABLE FOR DAMAGES INCURRED OR SUMS PAID WHEN THE SERVICES ARE TEMPORARILY OR PERMANENTLY UNAVAILABLE DUE TO MALFUNCTION OF, OR CESSATION OF, INTERNET SERVICES BY NETWORK(S) OR INTERNET SERVICE PROVIDERS NOT SUBJECT TO COGENT’S CONTROL, OR FOR TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF CUSTOMER INFORMATION CARRIED ON SUCH NETWORKS OR INTERNET SERVICE PROVIDERS. COGENT SHALL HAVE NO LIABILITY HEREUNDER FOR DAMAGES INCURRED OR SUMS PAID DUE TO ANY FAULT OF CUSTOMER OR ANY THIRD PARTY, OR BY ANY HARMFUL COMPONENTS (SUCH AS COMPUTER VIRUSES, WORMS, COMPUTER SABOTAGE, AND ‘DENIAL OF SERVICE’ ATTACKS). COGENT IS NOT LIABLE FOR ANY BREACH OF SECURITY ON THE CUSTOMER’S NETWORK, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS CSA FAILS OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, CUSTOMER AGREES THAT IT WILL NOT HOLD COGENT RESPONSIBLE FOR (A) THIRD PARTY CLAIMS AGAINST CUSTOMER FOR DAMAGES, (B) LOSS OF OR DAMAGE TO CUSTOMER’S RECORDS OR DATA OR THOSE OF ANY THIRD PARTY, OR (C) LOSS OR DAMAGE TO CUSTOMER ASSOCIATED WITH THE INOPERABILITY OF CUSTOMER’S EQUIPMENT OR APPLICATIONS WITH ANY COMPONENT OF THE SERVICES OR THE COGENT NETWORK. CUSTOMER AGREES TO MAKE ALL CLAIMS RELATED TO THE SERVICES DIRECTLY AGAINST COGENT, AND WAIVES ANY RIGHT TO RECOVER DAMAGES (DIRECTLY OR BY INDEMNITY) RELATED TO THE SERVICES BY CLAIMING AGAINST OR THROUGH A THIRD PARTY TO THIS CSA. 5.4. NEITHER COGENT NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING (INCLUDING SUSPENDING OR DISCONTINUING SERVICES) OR SUPPORTING THE SERVICES SHALL BE LIABLE TO CUSTOMER, ANY REPRESENTATIVE, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE). 5.5. NO ACTION OR PROCEEDING AGAINST COGENT MAY BE COMMENCED BY THE CUSTOMER MORE THAN ONE (1) YEAR AFTER THE LAST DAY ON WHICH THE SERVICE WHICH IS THE BASIS FOR THE ACTION IS RENDERED, AND CUSTOMER ACKNOWLEDGES THAT THIS LIMITATION CONSTITUTES AN EXPRESS WAIVER OF ANY RIGHTS UNDER ANY APPLICABLE STATUTE OF LIMITATIONS WHICH WOULD OTHERWISE AFFORD ADDITIONAL TIME FOR SUCH A CLAIM. 6. INDEMNITY. 6.1. Customer will indemnify, defend and hold harmless COGENT and its directors, officers, employees, affiliates, and its agents and subcontractors from and against any claims, suits, actions, and proceedings from any and all third parties, and for payment of any Losses, to the extent such Losses arise (a) as a result of violation of the AUP or any applicable law or regulation; (b) from any and all claims by any of Customer’s customers or other third party end users in connection with a Service (including, without limitation, any claims regarding content transmitted using a Service or violation of data protection legislation), regardless of the form of action, whether in contract, tort, warranty, or strict liability; provided, however, that Customer will have no obligation to indemnify and defend COGENT against claims for damages for bodily injury or death caused by COGENT’s gross negligence or willful misconduct; or (c) from claims of copyright infringement and all manner of intellectual property claims, defamation claims, claims of publication of obscene, indecent, offensive, racist, unreasonably violent, threatening, intimidating or harassing material, and claims of infringement of data protection legislation, to the extent such Losses are based upon (i) the content of any information transmitted by Customer or by any of Customer’s customers or authorized end users, (ii) the use and/or publication of any and all communications or information transmitted by Customer or by any of Customer’s customers or authorized end users, or (iii) the use of Service(s) by Customer in any manner inconsistent with the terms of this CSA, including without limitation the AUP. 7. ADDITIONAL PROVISIONS. 7.1. Except as to payment obligations of Customer, neither Party shall have any claim or right against the other Party for any failure of performance due to Force Majeure. 7.2. Neither Party is the agent or legal representative of the other Party, and this CSA does not create a partnership, joint venture or fiduciary relationship between COGENT and Customer. Neither Party shall have any authority to agree for or bind the other Party in any manner whatsoever. This CSA confers no rights, remedies, or claims of any kind upon any third party, including, without limitation, Customer’s subscribers or end-users. 7.3. This CSA for Service is made pursuant to and shall be construed and enforced in accordance with the laws of the District of Columbia without regard to its choice of law principles. Any action arising out of or related to this CSA shall be brought in the District or Federal courts located in the District of Columbia, and Customer consents to the jurisdiction and venue of such courts. 7.4. Notices, if required, must be sent in writing by e-mail, courier or first class mail (postage prepaid) to the appropriate contact point listed on the Order Form, and are considered made when received at that address; provided, that termination notices to COGENT must be sent in accordance with Section 4.2 above. In the event of an emergency, COGENT may only be able to provide verbal notice first; such verbal notice will be followed by written notice. Customer is responsible for accuracy of its information on the Order Form, including points of contact. 7.5. Customer may not assign this CSA without COGENT’s prior written consent, which consent shall not unreasonably be withheld. Any such assignment without COGENT’s prior written consent shall be void. 7.6. Without limiting any other obligation which expressly survives the expiration or prior termination of the term of the CSA, the expiration or prior termination of the term of the CSA shall relieve both Parties of any further obligations hereunder, except with respect to the Sections 2, 3, 4.3, 4.4 and 5 through 7, which shall survive any expiration or termination of these Terms. 7.7. If (but only if) required by COGENT’s or Customer’s agreement with Customer’s Landlord: (a) any cessation or interruption in COGENT’s Service does not constitute a default or constructive eviction by Customer’s Landlord, and (b) Customer agrees to waive and release Landlord and its related parties from any liability in connection with any damages whatsoever incurred by Customer, including lost revenues, which arise, or are alleged to arise, out of any interruption of or defect in the COGENT Service, REGARDLESS OF WHETHER SUCH INTERRUPTION OR DEFECT IS CAUSED BY THE ORDINARY NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF A RELEASED PARTY. 7.8. The COGENT Network is owned by COGENT, or its licensors, and is protected by copyright and other intellectual property laws. Customer agrees that title to and ownership of the Services, in any form, shall at all times and in any event be held exclusively by COGENT. Customer shall be entitled to only such rights with respect to the Services as are specifically granted herein. 7.9. This CSA and such other written agreements, documents and instruments as may be executed in connection herewith are the final, entire and complete agreement between Customer and COGENT and supersede all prior and contemporaneous negotiations and oral representations and agreements, all of which are merged and integrated into this CSA. No purchase order or similar document provided by Customer to COGENT shall be of any force and effect. Amendments to the CSA or any Service shall be in writing and signed by both Parties. 7.10. This CSA and any Addendum thereto may be executed in one or more counterparts all of which taken together shall constitute one and the same instrument. CS CS Network Services Terms & Conditions North America (Ver.3 - 07/16) Confidential © Cogent Communications, Inc. 2016 Page 3 of 3 Cogent Communications, Inc. 2450 N St., NW, Washington, D.C., 20037 202.295.4200 www.cogentco.com Customer: _______ DEFINITIONS AUP COGENT’s Acceptable Use Policy as posted by COGENT at www.cogentco.com. COGENT reserves the right to amend its AUP at any time, effective upon posting on the COGENT website. COGENT Cogent Communications, Inc. or its subsidiaries or affiliates. COGENT Network The telecommunications network and network components owned, operated or controlled by COGENT, including COGENT’s fiber backbone, metropolitan fiber networks, any equipment connected to such fiber, and the software, data and know-how used by COGENT to provide the Services. Where COGENT services a building through its own facilities, the COGENT Network includes those facilities. The COGENT Network does not include customer premises equipment, customer-ordered telephony circuits, and any networks or network equipment not operated and controlled by COGENT. Customer Customer identified in the attached Order Form. CSA The entire Customer Subscriber Agreement between COGENT and Customer for provision of the Service, consisting of, in order of priority, the Order Form, any addendum between the Parties, the Terms, the applicable product rider and the SLA. Equipment Customer’s equipment, if any. Force Majeure Causes beyond a Party’s control, including but not limited to: acts of God; fire; explosion; vandalism; cable cut; storm; flood or other similar occurrences; any law, order, regulation, direction, action or request of any government, including federal, state, provincial, municipal and local governments claiming jurisdiction over a Party or the Service, or of any department, agency, commission, bureau, corporation, or other instrumentality of any such government, or of any civil or military authority; national emergencies; unavailability of materials or rights-of-way; insurrections; riots, terrorist acts or wars (declared/undeclared); or strikes, lock-outs, work stoppages, or other labor difficulties, supplier failures, shortages, breaches or delays. Initial Costs Greater of (a) installation fees (if not paid); or (b) all third-party costs and charges incurred by or charged to COGENT on behalf of Customer for the Service, including but not limited to local loop fees, cross-connect charges, and wiring fees. Initial Term Initial length of term for the Services as indicated on the Order Form. Landlord Customer’s landlord, building owner or property/telecom manager. Losses Costs, fees, liabilities, losses, damages or penalties, including reasonable legal fees. Order Form Cover form to which these Terms are attached, identifying the specific Service(s) to be delivered. Party or Parties COGENT and/or Customer. Renewal Term Subsequent length of term for the Services after completion of the Initial Term. Service(s) Bandwidth services provided by COGENT under the Customer Subscriber Agreement. Service Date Earlier of date on which (a) COGENT notifies Customer that the Service is available for Customer’s use at either the COGENT-defined demarcation point or last-available test point; or (b) Customer first uses the Service or the COGENT Network. The Requested Service Date on the Order Form is the earliest date on which Customer is willing to accept COGENT Service. COGENT does not guarantee that the Service will be installed on the Requested Service Date. SLA The Service Level Agreement as posted by COGENT at www.cogentco.com for Customer’s Service(s). COGENT reserves the right to amend the SLA at any time, effective upon posting on the COGENT website. Space Rented rack space from COGENT, if any. Tax or Taxes All taxes arising in any jurisdiction, including without limitation all: sales, use, excise, gross receipts, value added, access, bypass, franchise, telecommunications, property (for co-location customers), consumption, or other taxes, fees, duties, charges or surcharges (however designated) which are imposed on or based on the provision, sale or use of the Service(s), including such taxes imposed directly on COGENT or for which COGENT is permitted to invoice Customer in connection with COGENT’s performance under the CSA. Taxes do not include COGENT’s income taxes. Termination Charge Single payment equal to the total remaining dollar value of the applicable Service order through the Initial Term or Renewal Term, as applicable. Terms Terms and conditions that apply to the Services COGENT provides to Customer. CS CS Product Rider – Dedicated Internet Access (Ver. 1-10) Confidential © Cogent Communications. 2016 Page 1 of 3 Cogent Communications www.cogentco.com See Order Form or web site for full contact details. PRODUCT RIDER – DEDICATED INTERNET ACCESS GLOBAL This product rider (Rider) amends the CSA entered into between Customer and COGENT for the Services specified therein. Unless otherwise defined herein, capitalized or defined terms in the CSA have the same meaning in this Rider. In the event of a conflict between forms, the following will be the order of priority: First, the Order Form; Second, any Addendum entered into by the Parties; Third, the Terms; Fourth, this Rider; and Fifth, the SLA. 1. Service and Options Within the scope of the Dedicated Internet Access Service, COGENT transmits IP-packets between the COGENT Network and associated networks of its Customers as well as to and from the global Internet using COGENT’s settlement-free peering agreements with other networks. Subject to their availability, Customer may select one or more options associated with the Service such as listed in the Order Form, in which case Customer agrees to pay the related fees such as indicated in the Order Form: IP Address Allocation: COGENT will allocate an IPv4/29 and IPv6/112 free of charge to Dedicated Internet Access customers as part of each port order. If Customer desires a larger IP address space allocation, Customer shall submit an application to COGENT for the larger allocation, using COGENT’s “IP Questionnaire” form. If COGENT approves the application, Customer will be required to place an order for the larger IP allocation. Each larger allocation for IPv4 address space will be subject to an additional Monthly Fee. Larger allocations for IPv6 address space will be free of charge. COGENT makes no guarantees that any subsequent allocations will be contiguous to any of Customer’s existing allocations. IP address space allocations are subject to the AUP and will be terminated and reclaimed when Customer’s Dedicated Internet Access Services with COGENT are terminated. BGP routing: Customer may connect to COGENT’s network using the BGP protocol (Border Gateway Protocol). Customer will be required to place an order and a BGP session will be established with Customer’s own assigned ASN (the Primary ASN). If Customer wishes to connect with multiple BGP sessions over a single port (or LAG bundle) with the Primary ASN and ASNs from third parties represented by Customer (the Secondary ASNs), then Customer will be required to provide COGENT with a Letter of Authorization (“LOA”) issued by the third parties having registered the Secondary ASNs in order to activate such Service, and all interactions, being during provisioning or operations, related to BGP-sessions set up between COGENT’s network and Secondary ASNs will be handled exclusively between COGENT and Customer. The fact that a BGP session is being set up between COGENT and other parties represented by Customer does not constitute a contractual relationship between COGENT and the other parties, this interaction is ruled by the contractual relationship established between COGENT and the Customer. COGENT will charge an additional Monthly Fee for each ASN connected, including the Primary ASN. Static routing / VLAN: Customers connecting to COGENT’s network with static routing (i.e., non-BGP) may require a VLAN (Virtual Local Area Network) structured port. Customer must place an order to have a VLAN configured on Customer’s port, in order to support static routing of Customer’s own assigned IP address space (the Primary IPs). If Customer wishes to connect with Primary IPs and IP addresses from third parties represented by Customer (the Secondary IPs), over one or more VLANs on a single port, then Customer will be required to provide COGENT with a Letter of Authorization (“LOA”) issued by the third parties having registered the Secondary IPs in order to activate such Service, and all interactions, being during provisioning or operations, related to static routing (and, as the case may be, VLANs) set up between COGENT’s network and Secondary IPs will be handled exclusively between COGENT and Customer. The fact that static routing is (and, as the case may be, VLANs are) being set up between COGENT and other parties represented by Customer does not constitute a contractual relationship between COGENT and the other parties, this interaction is ruled by the contractual relationship established between COGENT and the Customer. Each VLAN will receive the same IP address space allocation as a port order at the same location. COGENT will charge an additional Monthly Fee for each VLAN connected. Link Aggregation (LAG): In certain Service Locations, Customer may elect to aggregate multiple 10 Gigabit Ethernet Services in such Service Location into a Link Aggregation bundle (a “LAG-bundle”). Under such option, COGENT will configure the LAG-bundle in such a way that, in case of an outage of some (but not all) Services involved in the LAG-bundle, unaffected Services in such LAG-bundle will continue to pass traffic. Link Aggregation is the technical combination of ports and is independent from billing options: COGENT will bill burstable Services involved in a LAG-bundle independently from each other, unless Customer elects to combine them using the “Summed Burst Billing” or “Aggregate Burst Billing” options described in section 2 below. Equipment: COGENT may, at its sole discretion and if available, provide equipment for certain Services. The fees for such equipment as agreed in the Order Form will be added to Customer’s invoice. COGENT does not guarantee and is not responsible for any specific type of equipment, or any equipment at all, to be made available to Customer, and such equipment will belong to Customer upon receipt. Customer will provide its own technical support to install, maintain, and integrate equipment. COGENT will not provide on-site technical support. Customer will be responsible for applicable replacement costs if the equipment is subject to any damage, unauthorized alteration/modification/repair, abnormal use, misuse, neglect, abuse, accident, improper installation, or other acts caused by Customer, its employees, contractors, or any other person. Such action or inaction may void any manufacturer warranties. Customer further agrees to indemnify and hold harmless COGENT for any third party claim based on Customer’s unauthorized alteration or modification of the equipment. COGENT is not responsible for Service disruptions caused by any request by Customer to relocate equipment. Expedite Delivery: COGENT’s installation guarantee is strictly limited to the installation guarantee stated in the SLA. However, Customer may request in the Order Form an expedited delivery for his Service. COGENT will use commercially reasonable efforts to accommodate Customer’s request; provided, however, that COGENT does not guarantee that any such request will be fulfilled (and any such guarantees given either orally or in writing are hereby disclaimed) nor does COGENT guarantee that the Service will be delivered on a specific date, such as the Requested Service Date indicated on the Order Form. Customer: _______ CS CS Product Rider – Dedicated Internet Access (Ver. 1-10) Confidential © Cogent Communications. 2016 Page 2 of 3 Cogent Communications www.cogentco.com See Order Form or web site for full contact details. 2. Burstable Service If Customer is purchasing COGENT’s burstable Service, Customer will have a minimum bandwidth commitment assigned for a given port (the Bandwidth Commitment or Committed Data Rate, “CDR”). The Bandwidth Commitment is agreed upon in the Order Form and is the minimum amount of bandwidth that will be charged to Customer each month at the base Service price, even if not fully used by Customer during a given month. Customer may burst up to the maximum bandwidth that can be carried on a given port, e.g. 1,000 Mbps for a Gig-Ethernet port, subject to availability of bandwidth within the COGENT network. If Customer exceeds the Bandwidth Commitment on any burstable port in any given calendar month, Customer agrees to pay the additional per Mbps charge for excess bandwidth usage over the Bandwidth Commitment as indicated in the Order Form. Such excess bandwidth usage is calculated by COGENT as the difference between total bandwidth usage and Bandwidth Commitment, where total bandwidth usage is determined by collecting bandwidth usage samples every 5 minutes throughout the month for each port (a sample is based upon the average usage across the 5-minute segment) and determining the appropriate percentile (90th or 95th) of usage as indicated in the Order Form. Only one sample is captured for each 5-minute period, even though two samples are collected - one for inbound utilization and one for outbound utilization. The higher of the two samples is retained. For partial months, the total number of samples for the calendar month is used; for samples where there is no usage, 0 is the recognized value. For example, in a 30-day billing period, 8,640 samples are collected (12 samples/hour x 24 hours/day x 30 days) and listed from highest to lowest. In case of 95th percentile billing, the highest 5%or 432 samples are discarded (representing the top 5% of usage levels). The highest remaining sample (sample 433 in this example) is used to determine total bandwidth usage. For 90th percentile billing, the highest 10%or 864 samples are discarded (representing the top 10% of usage levels). The highest remaining sample (sample 865 in this example) is used to determine total bandwidth usage. Under the “Summed Burst Billing” option available in conjunction with 90th percentile burst billing, COGENT calculates excess usage as the difference between the sum of total bandwidth usage and the sum of Bandwidth Commitment across all summed ports. For example, if Summed Burst Billing is applied over three ports with a Bandwidth Commitment of 200 Mbps on each (i.e., a total Bandwidth Commitment of 600 Mbps) and the individual 90th percentile total bandwidth usage amounts were 70 Mbps, 150 Mbps and 500 Mbps, the excess bandwidth usage would be 120 Mbps (70 + 150 + 500 - 600). Under the “Aggregate Burst Billing” option available in conjunction with 95th percentile burst billing, excess bandwidth usage is calculated by COGENT as the difference between total aggregated bandwidth usage and the summed Bandwidth Commitment across all aggregated ports, where total aggregated bandwidth usage is determined by adding usage samples every 5 minutes across all aggregated ports. In the event the aggregated ports are located in more than one time zone, usage samples taken at the same local time will be added together, e.g., usage samples taken at 9 p.m. local time in London will be added to usage samples taken at 9 p.m. local time in New York City. For example, if there are three aggregated ports, every 5 minutes three inbound samples and three outbound samples are collected, added up to one bandwidth usage value per direction, and the higher of the two values is retained. In a 30-day billing period, the final 8,640 retained bandwidth usage values reflect the aggregated usage across all ports. These values are listed from highest to lowest. The highest 5% or 432 values are discarded (representing the top 5% of usage levels). The highest remaining value (value 433 in this example) is used to determine total aggregated bandwidth usage. Under both “Summed Burst Billing” and “Aggregate Burst Billing” options, a Master Service is defined in the Order Form, and all other Services involved in a Summed or Aggregate calculation are listed. Excess bandwidth usage (burst usage) calculated across the listed ports will be billed on the Master Service account. The relevant data (additional per Mbps charge for excess bandwidth usage and Billing Currency) pertaining to the Master Service will be used for calculating excess bandwidth usage fees across Master Service and all other involved Services. For example, if a customer orders ports in the UK, US, and Canada and defines the US port as the Master, all excess bandwidth usage will be billed on the US invoice in US dollars, at the burst fee indicated on the US port order form. These billing options are independent from the Link Aggregation (LAG) option: COGENT will not combine Services involved in “Summed Burst Billing” or “Aggregate Burst Billing” into a LAG-bundle, unless Customer elects to combine them using the Link Aggregation (LAG) option described in section 1 above. Furthermore, if Customer wishes that COGENT bills Services part of a LAG-bundle according to the “Summed Burst Billing” or “Aggregate Burst Billing” option, then Customer must elect these options for such Services, in addition to the election of the LAG Option. 3. Customer’s Duties to Cooperate Customer or its representative must cooperate with COGENT in the installation process, which includes accurate completion of an Order Form containing detailed demarcation information and other onsite contact listings, and of the necessary technical questionnaires (IP Questionnaire, BGP Questionnaire, etc.) as provided by COGENT. Customer or its representative must be physically present at the time of installation. During installation and at all other times, the Customer will allow access and if necessary provide escort, for COGENT’s or its representatives’ necessary personnel to perform the installation and maintenance of the Service, to the designated building’s phone closet(s) or telecommunications room or to the Customer's premises for the purposes of survey, installation, operations and maintenance of the Service, after prior arrangement between the parties. Customer’s failure to cooperate shall release COGENT from its obligations pertaining to the Installation Guarantee included in the SLA but shall not suspend the Service Date or billing start date. In the event of technical problems relating to the Service, the Customer will ensure that COGENT’s or its representatives’ service engineers have unrestricted access to the designated building’s phone closet(s) or telecommunications room or to the customer premises equipment. Customer’s failure to provide access shall release COGENT from its obligations pertaining to the Network Availability part of the SLA. 4. Demarcation Point Within a COGENT data center: If Service delivery takes place within a COGENT data center, COGENT will deliver the Service at a demarcation point situated on the COGENT equipment. COGENT will provide, maintain and operate the necessary wiring (“Cross-Connect”) for Customer to connect to COGENT’s service at the indicated demarcation point. COGENT will provide such Cross-Connect for the Cabling fee set forth on the Order Form. Within a third-party data center: If Service delivery takes place within a third party data center (i.e. that is not owned and/or operated by COGENT), COGENT will deliver the Service at a demarcation point situated on the COGENT equipment. Unless otherwise agreed, Customer will at its own cost provide, maintain and operate the necessary wiring (“Cross-Connect”) to connect to COGENT’s service at the indicated demarcation point. If Customer and COGENT agree that COGENT shall provide such Cross-Connect, then COGENT will provide such Cross-Connect against Cabling fees such as indicated on the Order Form and the Customer: _______ CS CS Product Rider – Dedicated Internet Access (Ver. 1-10) Confidential © Cogent Communications. 2016 Page 3 of 3 Cogent Communications www.cogentco.com See Order Form or web site for full contact details. Service demarcation point will remain on the COGENT equipment. COGENT may increase Cross-Connect fees at any time to the extent COGENT’s third party costs directly associated with providing the service (including, but not limited to, third party data center rates) are increased by the third party. Within an On-Net corporate building: If Service delivery takes place within an On-Net corporate building, COGENT will deliver the Service at a demarcation point situated on the COGENT equipment within the Customer’s suite. COGENT will provide, maintain and operate the necessary wiring (“Riser”) between the building entry and the indicated demarcation point. At an Off-Net Customer Location: Off-Net Services are being delivered to the Customer Location indicated in the Order Form through a third-party local loop to be provisioned by COGENT on behalf of Customer. As such, the Customer and COGENT agree that the charges set forth in the Order Form for such Service assumes that such Service will be terminated at a pre-established demarcation point or minimum point of entry (MPOE) in the building housing the Customer Location, as determined by the local access provider. COGENT may charge Customer additional nonrecurring charges not otherwise set forth herein for such Service where the Customer or local access provider determines that it is necessary to extend the demarcation point or MPOE through the provision of additional infrastructure, cabling, electronics or other materials necessary to reach the Customer Location. It shall be the Customer’s responsibility to allow access to the facility for the local access provider, as well as to facilitate or coordinate with the property owner at the Customer Location, all additional space and electricity determined by the local access provider to be necessary to provide the Service. COGENT will notify Customer of any additional non-recurring charges, if any, as soon as practicable after COGENT is notified by the local access provider of the amount of such charges. From time to time, COGENT may provide, and Customer may accept, budgetary estimates for the extension of the demarcation point to the Customer Location along with the initial Order Form. These estimated costs may be based on certain known costs or typical installations that do not require extraordinary efforts by the provider to extend the service. In the event actual costs exceed the budgetary estimate, Cogent will notify the Customer as outlined above. In addition, the charges and the Term set forth in the Order Form for the Service assumes that such Service can be provisioned by COGENT through the local access provider selected by COGENT (and/or Customer) for the stated Term. In the event COGENT is unable to provision such Service through the selected local access provider or the selected local access provider requires a higher cost or longer Service Term than that set forth in the Order Form, COGENT reserves the right, regardless of whether COGENT has accepted the Order Form, to suspend provisioning of the Service hereunder and notify Customer in writing of any additional non-recurring charges, monthly recurring charges and/or Term that may apply, or to cancel the Service set forth on the Order Form. Upon receipt of such notice, Customer will have five (5) business days to accept or reject such changes. If Customer does not respond to COGENT within the five (5) business day period, such changes will be deemed rejected by Customer. In the event Customer rejects the changes (whether affirmatively or through the expiration of the five (5) business day period) or if COGENT elects to cancel the Service ordered herein, the affected Service will be cancelled without cancellation or termination liability of either party. COGENT may also increase Off-Net Service fees at any time to the extent COGENT’s third party costs directly associated with providing such Off-Net Services (including, but not limited to, loop provider or third party data center rates) are increased by the third party. Customer: _______ CS CS Network Services Addendum Colo North America (Ver. 1-2) Confidential © Cogent Communications, Inc. 2018 Page 1 of 3 Cogent Communications, Inc. 2450 N St., N.W., Washington, D.C., 20037 202.295.4200 www.cogentco.com PRODUCT RIDER – COLOCATION NORTH AMERICA This Rider (Rider) amends the CSA entered into between Customer and COGENT for the Services specified therein. Unless otherwise defined herein, capitalized or defined terms in the CSA shall have the same meaning in this Rider. In the event of a conflict between forms, the following will be the order of priority: First, the Order Form; Second, this Rider; Third, the Terms; and Fourth, the SLA. 1. SERVICE AND OPTIONS Within the scope of the Colocation Service, COGENT provides a non-exclusive license to space to install, operate, maintain and access Customer’s Equipment within a COGENT data center (the “Space”, either footprint only, footprint with rack or cage / suite) and secured electrical power supply and cabling, as stated in the Order Form. COGENT reserves all rights not specifically granted to Customer under such license. Subject to their availability, Customer may select one or more options associated with the Service such as listed in the Order Form, in which case Customer agrees to pay the related fees such as indicated in the Order Form: Power: COGENT shall provide Customer with power if and as specified on Customer’s Order Form, at the rate specified on the Order Form. Notwithstanding the foregoing, COGENT may increase power pricing to the extent utility rates (or rates charged by landlords supplying power) are increased for such power. If no power is specified on the Order Form, then COGENT shall have no obligation to provide power to the Space. The maximum utilization rate of any power circuit is eighty percent (80%) of the power circuit’s capacity. If Customer exceeds the maximum utilization rate, Customer must either (i) reduce power consumption to levels below the maximum utilization rate or (ii) subject to availability, order additional power from COGENT. Notwithstanding the preceding, if Customer’s power consumption in excess of the maximum utilization rate creates, in COGENT’s sole judgment, an unsafe or hazardous environment then COGENT may immediately suspend providing power to Customer until Customer has cured the breach. For safety reasons, Customer may not modify the data center’s power supply systems beyond (and including) the circuit breaker provided by COGENT to Customer within the Space to connect to the Equipment. All works on the data center’s power supply systems beyond (and including) such circuit breaker and/or outside of the Space must be carried out by COGENT or its representatives. COGENT shall not be liable if Customer, by action of Customer’s personnel or its representatives or by action of COGENT’s personnel at the request of Customer, exceeds the rating of an electrical circuit, power strip, and/or circuit breaker. UPS (Uninterruptible Power Supply): COGENT may, at its sole discretion and if available, provide electrical power supply through its UPS system. The fees for such Service as agreed in the Order Form will be added to Customer’s invoice. Within the scope of this option, COGENT shall use commercially reasonable efforts to maintain uninterrupted electrical power supply, however COGENT does not guarantee that electrical power supply is provided at all times and is not responsible for any loss, damage or destruction of the Equipment resulting from the non-availability of such electrical power supply. Cabling: Cogent shall provide Customer with cross-connects if and as specified on Customer’s Order Form, at the rate specified on the Order Form. Cross-connects may have an installation charge, a move charge, and a monthly recurring charge associated with such use. All works on the data center’s cabling system outside of the Space must be carried out by COGENT or its representatives. Customer may only perform cabling within the Space and, if agreed in writing by COGENT, between contiguous Spaces of the same Customer. COGENT shall not be liable for any cabling provided and/or operated without its authorization or for any cabling performed by Customer. Expedite Delivery: COGENT’s installation guarantee is strictly limited to the installation guarantee stated in the SLA. However, Customer may request in the order form an expedited delivery for the Service. COGENT will use commercially reasonable efforts to accommodate Customer’s request; provided, however, that COGENT does not guarantee that any such request will be fulfilled (and any such guarantees given either orally or in writing are hereby disclaimed) nor does COGENT guarantee that the Service will be delivered on a specific date, such as the Requested Service Date indicated on the Order Form. 2.CUSTOMER’S RESPONSIBILITIES / DUTIES TO COOPERATE Installation / Equipment: Customer or its representative must cooperate with COGENT in the installation process, which includes accurate completion of an Order Form containing detailed Space, power and cabling information and other onsite contact listings. Except for COGENT’s assistance in identifying the Space and the applicable rack(s), Customer, at its own expense, is solely responsible for itself, or its representatives, to order, deliver, unpack, and install the Equipment for use in the Space. Customer or its representative must be physically present at the time of installation. Customer’s failure to cooperate shall release COGENT from its obligations pertaining to the Installation Guarantee part of the SLA, and shall not suspend the Service Date and thus the billing start date. Customer is required to provide COGENT with at least 24-hour notice of the expected delivery and installation date. Customer represents and warrants that it is the owner or legal custodian of the Equipment and has full authority to install and operate the Equipment in the Space. Access/Safety: COGENT will provide keys, keycards or biometric access privileges (or otherwise provide access) to the collocation area of the data center(s) for individuals authorized by Customer. Customer must designate authorized individuals in writing to COGENT. COGENT shall have no obligation to verify that the authorized individuals list on file with COGENT is current or accurate and COGENT shall be entitled to rely upon all such information in admitting persons designated by Customer to the Space. Customer is required to provide COGENT with at least 24-hour notice of any expected access to the Space. Customer may request urgent access with a shorter notice and COGENT may, at its sole discretion, grant access to the data center upon such urgent request. Cogent shall have the right to refuse access, or limit access, to the Space to any person who is not on the authorized list or for any other lawful reason. Upon COGENT request, authorized representatives may need to be accompanied. Such escorting may result in standard escort charges, which will be added to Customer’s invoice. Customer’s representatives found in unauthorized areas may have access rights suspended or terminated. COGENT may suspend or terminate Customer’s access to the Space if Customer is in default of its obligations under the CSA, including its obligation to pay Service charges when due. Customer: _______ Customer: _______ CS CS Network Services Addendum Colo North America (Ver. 1-2) Confidential © Cogent Communications, Inc. 2018 Page 2 of 3 Cogent Communications, Inc. 2450 N St., N.W., Washington, D.C., 20037 202.295.4200 www.cogentco.com If Customer loses any key and/or keycards provided by COGENT, Customer must notify Cogent immediately; the costs incurred by COGENT due to such loss may be charged to Customer. Within ten (10) days of the date of termination of the CSA, Customer shall return to COGENT all keys and/or access cards, which were provided to the Customer by COGENT. If Customer fails to return any key and/or keycards provided by COGENT, the costs incurred by COGENT due to such failure may be charged to Customer. The Space may be located in an area of the data center accessible to other customers of COGENT. If Customer elects, for safety reasons, to use lockable racks, Customer must deposit two sets of keys per rack with COGENT. Customer shall reimburse COGENT for any losses, costs or damages caused by unauthorized parties who gain access to the COGENT data center through access cards, keys or other access devises provided to Customer by COGENT. Customer shall at all times abide by COGENT’s Access Policy (located at http://cogentco.com/Guide/Customer%20Access%20Policy%20- %20All%20Centers.doc) with respect to the data center, as the same may be modified from time to time. Any modification of the Access Policy will be effective upon posting at website referenced above. Violation of the Access Policy may result in suspension or termination of access rights. Prohibited Use: No photo equipment, video or voice recording equipment, food or drink, or hazardous material shall be brought into any COGENT data center. Use of such items may result in suspension or termination of access rights. Customer shall not do or allow any use, which in the opinion of COGENT causes or is likely to cause damage or constitutes a nuisance or annoyance to the facility, equipment, personnel, or other customers. Relocation: If Customer requires relocation of the Equipment within the data center, such relocation must be approved in writing by COGENT and performed by Customer or its representatives at Customer’s own expense. COGENT may require such relocation works to be performed by COGENT or its representatives, or under surveillance of COGENT or its representatives, in which case Customer agrees to pay the related fees which will be added to Customer’s invoice. COGENT is not responsible for any Service disruptions caused by Equipment relocation requirements. Further, should Customer request additional collocation space after the initial order, and should Customer require that the original Space ordered and the new Space be contiguously located (i.e., the two Spaces are next to each other), and should COGENT, at its sole discretion, agree to this request, Customer may be required to move Equipment to a different location within the data center, at Customer’s own expense. Removal of Equipment: Except as provided below, Customer must remove all items of Equipment located in the Space within ten (10) days of the date of termination of the CSA. In the event the Equipment is not removed, such Equipment will be considered abandoned, and COGENT may, without liability to Customer, remove the Equipment and charge Customer for such secured storage costs, plus any past due Service charges. Acknowledging that COGENT is providing Services in expectation of payment, in the event of Customer’ failure to pay an invoice when due, or following any termination for non-payment of Service charges, COGENT may deny Customer access to the Space and hold the Equipment until all accrued and unpaid amounts are paid in full or, at COGENT’s sole option, remove and dispose of the Equipment itself, at Customer’s expense, and without liability for any related damages. If payment of amounts owed is not made within a thirty (30) day period and COGENT has not elected to remove the Equipment, COGENT may exercise all rights of ownership over such. Taxes: Customer shall be liable for and shall pay all governmental fees, taxes and other charges levied directly or indirectly against the Equipment. If any such taxes or fees are levied or assessed against COGENT or the data center, Customer shall pay such taxes or fees to COGENT within ten (10) days of written notice. Customer agrees to indemnify and hold harmless COGENT from any claims of loss or damage resulting from the taxes and fees described in this section. Load Restrictions: The Equipment installed by Customer in the Space (for purposes of these measurements, one rack shall be considered the equivalent of 20 square feet) shall not exceed a floor load of 50 pounds per square foot of occupied Space. 3.COGENT HELPING HANDS. COGENT may, at its sole discretion and if available, provide Helping Hands on a case-by-case basis in the Herndon data center. Such assistance will be agreed to in writing and provided at a cost to be agreed upon in advance by Customer and COGENT. Customer agrees that COGENT is not responsible for any loss or damage to property of any kind owned or leased by you or your employees, servants, and agents, including but not limited to the Equipment affected during any Helping Hands process performed hereunder, regardless of cause. Customer agrees to indemnify and hold harmless COGENT from any claims of loss or damage resulting from any Helping Hands events performed by COGENT on Customer’s Equipment. 4. SUB-LICENSE. Customer shall have the right to sub-license the Space only in accordance with the terms of the CSA and this Rider; any sub- license in violation of the terms of the CSA shall be void. In the event Customer sub-licenses all or a portion of the Space (a) Customer remains responsible to COGENT for all of its obligations hereunder including but not limited to all charges and liabilities arising out of or related to such third party usages, sites, communications, and the acts and omissions of such sub-licensees, (b) Customer shall indemnify COGENT for any third party claims arising out of the acts and omissions of such sub-licensees, (c) Customer and the party(s) to who Customer sub-licenses any portion of the Space shall enter into written agreement(s) pursuant to which such party(s) agree to be bound by all terms and conditions in the CSA as applicable to them and their use of the Space, including, without limitation, Cogent’s rights with respect to Equipment located in the Space, and (d) any agreement between Customer and a sub-licensee shall provide that such sub-license shall terminate automatically upon expiration or termination of this Agreement. Notwithstanding the foregoing, COGENT is not liable to any third-party sub-licensee for any claims, losses or damages (including consequential damages) resulting from that customer’s use of the Space. No sub-licensee shall have an independent right of access to the Space; any sub-licensees shall access the Space only when accompanied by authorized personnel of the Customer. 5. EMERGENCY SITUATIONS In the event of an emergency that presents a substantial risk of a Service outage, or damages to equipment or data belonging to COGENT, a third party, the data center, or to any persons or property present therein, COGENT may rearrange Customer’s Equipment (with the same care used by COGENT in rearranging its own equipment) as is reasonably necessary to respond to the emergency; and only as necessary, COGENT may disconnect Equipment if the emergency requires such disconnection to avoid damage. COGENT shall use commercially reasonable efforts to notify Customer prior to rearranging the Equipment or disconnecting the Equipment, and in any case will notify Customer thereafter. COGENT will return the Equipment to the original Space (if rearranged) or re-connect the Equipment as soon as reasonably practicable given the emergency. Customer: _______ CS CS Network Services Addendum Colo North America (Ver. 1-2) Confidential © Cogent Communications, Inc. 2018 Page 3 of 3 Cogent Communications, Inc. 2450 N St., N.W., Washington, D.C., 20037 202.295.4200 www.cogentco.com 6.RISKS AND INSURANCE Risk of loss: Customer shall at all times before, during and after the term of the CSA bear the entire risk of loss, damage, or destruction of the Equipment or any part thereof, from any and every cause whatsoever. COGENT shall not provide or guarantee any data back-up or data storage of Customer’s Equipment or content. Insurance: Customer shall provide proof of insurance prior to installation of Equipment in the Space and maintain such insurance at all times during the Initial Term and any Renewal Term of this Agreement and during any ten-day removal period of the Equipment. Proof of insurance shall be provided by delivery of certificates of insurance to COGENT showing the following types of insurance, in the following minimum amounts, which insurance shall be issued by companies which have a Best’s Key Rating of at least A-: a. Worker’s compensation insurance complying with the law of the state in which each Space used by Customer is situated, regardless of whether Customer is required by such law to maintain worker’s compensation insurance, and employer’s liability insurance with the limit of $1 million per; b.Occurrence form commercial general liability insurance including coverage for personal injury, bodily injury, death, contractual liability and broad form property damage, including loss of use of property, occurring in the course of or in any way related to Customer’s operations, in the amount not less than $1 million combined single limit per occurrence; c. Standard form property insurance insuring against the perils of fire, vandalism, and malicious mischief extended coverage (all risk) covering Equipment located in the Space in an amount not less than its full replacement value; d.Professional liability Insurance (including Multimedia Errors and Omissions insurance) including coverage for losses attributable to damage, destruction, and/or fraudulent modification of electronic data; and e. Excess or umbrella liability coverage with a combined single limit of $1 million per occurrence to be excess of (a) and (b). COGENT and its landlord for each data center shall not insure or be responsible for any loss or damage to property of any kind owned or leased by Customer or its employees, servants, sub-licensees and agents, including but not limited to the Equipment. The maintenance of insurance by Customer shall not affect or limit the extent of Customer’s liability under this Agreement. COGENT, except in the case of worker’s compensation insurance, shall be named as an additional insured on the policies required above. The certificates of insurance shall show that the insurance is prepaid, and in full force and effect and that such insurance shall not be canceled, non- renewed or decreased, during the Initial Term or any Renewal Term of the Agreement or during any ten-day removal period, without at least thirty (30) days written notice to COGENT. Any insurance policy covering the Equipment against loss or physical damage shall provide that such insurance shall be primary and noncontributing with any other insurance available to COGENT. Customer: _______ CS CS Cogent Contract for City of Auburn Final Audit Report 2022-05-26 Created:2022-05-25 By:Robert LaGuardia (rlaguardia@cogentco.com) Status:Signed Transaction ID:CBJCHBCAABAAUNsyNbHoavxWAnY8nLXSGcf9-C1WFIR5 "Cogent Contract for City of Auburn" History Document created by Robert LaGuardia (rlaguardia@cogentco.com) 2022-05-25 - 9:27:48 PM GMT- IP address: 38.5.4.34 Document emailed to Colin Schmalz (cschmalz@auburnwa.gov) for signature 2022-05-25 - 9:27:57 PM GMT Email viewed by Colin Schmalz (cschmalz@auburnwa.gov) 2022-05-25 - 9:38:02 PM GMT- IP address: 206.204.61.48 Document e-signed by Colin Schmalz (cschmalz@auburnwa.gov) Signature Date: 2022-05-25 - 9:39:26 PM GMT - Time Source: server- IP address: 38.94.96.2 Document emailed to Jim Bubeck (contracts@cogentco.com) for signature 2022-05-25 - 9:39:28 PM GMT Document e-signed by Jim Bubeck (contracts@cogentco.com) Signature Date: 2022-05-26 - 8:46:33 PM GMT - Time Source: server Agreement completed. 2022-05-26 - 8:46:33 PM GMT