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HomeMy WebLinkAboutECHDA20-03 CenturyLink Sales SolutionsEMA, CTLON: No, BEA: No, Leg: Q Page 1 of 6 CenturyLink SR5652, SPR-66078 MARKETING AGREEMENT This Marketing Agreement (“Agreement”) is between Eagle County Housing and Development Authority (“Referral Agent”) and CenturyLink Sales Solutions, Inc. as contracting agent on behalf of the applicable CenturyLink company providing the Services (“CenturyLink”), and is effective on the latest date the last party signs it (the “Effective Date”). The name of the CenturyLink operating company providing Services to Referral Agent is listed in the Agreement, each acting separately and individually responsible for all of its own obligations. CenturyLink may withdraw this offer if Referral Agent does not execute and deliver the Agreement to CenturyLink on or before November 22, 2020. Referral Agent manages, owns, or controls the multi-tenant residential dwellings (each a “Unit”) at a property known as Two10 at Castle Peak and described in Exhibits A and B (the “Property”). Using CenturyLink’s electronic signature process for the Agreement is acceptable. EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY CENTURYLINK SALES SOLUTIONS, INC. Authorized Signature Authorized Signature Kim Bell Williams Daniel O’Connell Name Typed or Printed Name Typed or Printed Executive Director Vice President – Consumer Sales Title Title \d1\ \d2\ Date Date Referral Agent’s address for notices: 500 Broadway, PO Box 850, Eagle, CO 81631 telephone number: (970) 328-8897 email address: matt.andrews@eaglecounty.us person designated to receive notices: Matt Andrews, Property Manager with a copy to (if applicable): 1. Marketing Obligations. 1.1 Marketing Details. CenturyLink will offer the services described in Exhibit C (collectively, “Services”) at the Property. CenturyLink seeks Referral Agent’s assistance in marketing and promoting the Services so that more owners or tenants (the “Re sidents”) at the Property will purchase Services from CenturyLink. In consideration of the marketing support and materials provided by CenturyLink, Referral Agent agrees to perform the marketing obligations described in this Agreement. 1.2 Marketing Materials. CenturyLink will provide Referral Agent with CenturyLink marketing and promotional materials, such as literature and informational packets related to the Services (“CenturyLink Marketing Materials”). 1.3 Marketing by Referral Agent. Referral Agent will exclusively market or promote CenturyLink as the preferred provider and vendor of choice for the Services on the Property, including performing the marketing obligations described in Exhibit D. Referral Agent will not market or promote services that are the same, similar or competitive to the Services, as defined by CenturyLink, or enter into any agreement with a competitor of CenturyLink to promote competing services at the Property. Referral Agent will only allow a t hird-party provider to provision competing or similar services on the Property in response to a Resident’s order for those services. This agreement does not prohibit competitors of CenturyLink from providing services on the Property. 1.4 Referral of Residents. Referral Agent will refer all prospective Residents of the Property to a CenturyLink representative to consider the purchase of the Services prior to occupancy and, for current Residents, on an ongoing basis as appropriate. 2. Term. This Agreement begins on the Effective Date and will remain in effect until this Agreement is terminated or expires. The provision of Services and obligations of the parties related to the provision of such Services begin on the Opening Date set forth in Exhibit A and will be for ten (10) years (the “Initial Term”). Thereafter, the Agreement will automatically renew for one -year periods (each, a “Renewal Term”) unless either party provides written notice to the other of it s intention to terminate within 60 days of the expiration of the then-current term. The Initial Term and each Renewal Term will be referred to as the “Term.” 3. Termination. 3.1 Either party may terminate this Agreement (and seek any available legal or equitabl e remedies) for breach by the other party that is not cured within 30 days following written notice from the non-breaching party. Either party may terminate this Agreement immediately, in whole or in part, upon written notice if the other party: (a) makes or is discovered to have made any materia l false representations, report, or claims resulting in damage or loss in connection with this Agreement; (b) if a party or its officers, directors or major stockholders are indicted or involved in a criminal proceeding that affects the party’s ability to carry out its obliga tions under the Agreement; or (c) becomes involved in a proceeding in bankruptcy, reorganization, inso lvency, liquidation, or receivership, whether voluntarily or involuntarily, or makes a general assignment for the benefit of creditors. 3.2 In addition to any other Referral Agent termination rights under this Agreement, Referral Agent may terminate this Agreement by giving CenturyLink at least 60 days’ notice of its intent to terminate under this Section 3.2. Kimberly Bell Williams (Jun 8, 2020 11:37 MDT) Kimberly Bell Williams Jun 8, 2020 Daniel O'Connell (Jun 8, 2020 11:40 MDT) Daniel O'Connell Jun 8, 2020 EMA, CTLON: No, BEA: No, Leg: Q Page 2 of 6 CenturyLink SR5652, SPR-66078 4. Training. 4.1 CenturyLink Training. CenturyLink may offer training sessions to Referral Agent and its agents to educate and familiarize agents on the Property on the Services and this Agreement if mutually agreed upon by the Parties. CenturyLink will work with Referral Agent to schedule any training sessions at a mutually agreeable time on the Property or at another acceptable location, inclu ding supplemental training for new hires. Referral Agent Attendance. Referral Agent will make commercially reasonable efforts to allow onsite personnel, including agents, to attend training sessions provided by CenturyLink. 5. Services. CenturyLink will offer retail Services, as available, to Residents on the Property pursuant to CenturyLink’s standard terms for Services, and will bill and collect amounts due from Residents for any Services. CenturyLink may, in its sole disc retion: (a) accept or reject orders for Services, or (b) cancel, modify, replace, or terminate Services provided to a Resident pursuant to the Agreement between CenturyLink and an individual Resident. Referral Agent will not require any activation or other fees, cond itions, or contracts for Residents to purchase the Services. 6. Additional Terms. This Agreement is subject to the CenturyLink MDU Marketing Terms and Conditions, posted at http://www.centurylink.com/legal/mdu/v2.pdf, and incorporated by this reference. 7. Assignment. Neither party may assign or transfer this Agreement, except: (a) with the prior written consent of the non-assigning party; (b) in connection with the sale of all or substantially all of a party’s assets to the surviving entity in any merger or consolidation; (c) to an affiliate, parent or subsidiary; or (d) to satisfy a regulatory requirement imposed on a party by a government al entity. If Referral Agent wants to obtain CenturyLink’s consent to an assignment or transfer, Referral Agent must provide the name, address, and telephone number of a proposed transferee at least 20 days prior to a proposed transfer. This Agreement is binding upon and inures to the benefits of the parties and their respective successors and assigns. 8. Notices. Unless provided otherwise in the Agreement, all required notices to CenturyLink must be in writing,. sent to: CenturyLink Regional Markets Group, Attention CDG Group, 1600 7th Ave. Rm. 1511, Seattle, WA 98191; Fax: 206-346-9489, Email: CDG@CenturyLink.com; with a copy to: CenturyLink Legal Department, 600 New Century Pkwy, New Century, KS 66031, Attention: Vice President – Commercial Law, and to Referral Agent as provided above. All notices are effective: (a) when delivered via overnight courier mail or in person to the recipient named above; (b) on the date shown on the return receipt given by certified mail; or (c) when delivered by fax if duplicate notice is also sent by U.S. Postal Service certified mail. 9. Exhibits. Exhibits A, B, C, and D attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. EMA, CTLON: No, BEA: No, Leg: Q Page 3 of 6 CenturyLink SR5652, SPR-66078 EXHIBIT A PROPERTY INFORMATION EXHIBIT Name of Property: Two10 at Castle Peak Location of Property: 210 Freestone, Eagle, CO 81631 Total Number of Units: 22 Please check the applicable boxes: Property Type: Apartments Property Type: New construction Opening Date: August 1, 2020 1. Unit Addresses. 1.1 Addresses. Referral Agent will submit the street addresses for Units at the Property, in the format of Referral Property Unit Information Exhibit, at the time that Referral Agent submits the signed Agreement to CenturyLink. 1.2 Unit Address. Referral Agent will not submit Unit addresses for any commercial buildings, spaces, or structures. 1.3 New Unit Construction. If the Property will include new Units to be built during the Term of this Agreement, Referral Agent will provide updates to the Exhibit B for new addresses at least 14 days prior to occupancy by a Resident. EMA, CTLON: No, BEA: No, Leg: Q Page 4 of 6 CenturyLink SR5652, SPR-66078 EXHIBIT B REFERRAL PROPERTY UNIT INFORMATION EXHIBIT STREET NO (11 char) PREFIX DIRECTIONAL (2 char) STREET NAME (40 char) STREET TYPE SUFFIX DIREC- TIONAL (2 char) CITY (40 char) STATE (2 char) UNIT UNIT ID (closed homes) Lot No. (corner lots) CLOSE DATE ZIP (5 char) Building Floor XX XXXXXXXX XX XXXXXX XX X internal use XX/XX/2011 XXXXX XX XXXXXXXX XX XXXXXX XX X internal use if needed XXXXX EMA, CTLON: No, BEA: No, Leg: Q Page 5 of 6 CenturyLink SR5652, SPR-66078 CONFIDENTIAL 02.18 EXHIBIT C CENTURYLINK SERVICES EXHIBIT 1. Services include: a. High-Speed Internet Service. b. Local Voice Services c. Video Services, where available. 2. CenturyLink reserves the right to modify Service offerings and/or replace them with a Service offering of similar or better functionality, at any time with notice to Referral Agent. During the Term, if CenturyLink determines, in its sole discretion, to discontinue a Service under this Agreement, CenturyLink will promptly notify the Referral Agent and provide the date on which CenturyLink will discontinue the Service. If CenturyLink chooses to offer a replacement service, the parties will execute an amendme nt to this Agreement to address the replacement service. If CenturyLink chooses to not offer a replacement service, CenturyLink will discontinue the Service at the Property, without liability to Referral Agent or CenturyLink, after providing 60 days advance written notice to Referral Agent. If a Service is discontinued, CenturyLink will continue to provide the unaffected Service(s) until the expiration or termination o f this Agreement and the parties’ obligations with respect to the unaffected Service(s) under this Agreement will continue. EMA, CTLON: No, BEA: No, Leg: Q Page 6 of 6 CenturyLink SR5652, SPR-66078 CONFIDENTIAL 02.18 EXHIBIT D MARKETING PLAN EXHIBIT Referral Agent will perform the following marketing activities on the Property: (a) provide residents with CenturyLink Marketing Materials on a periodic basis at no charge in: (i) Units prior to move in; (ii) new Resident welcome kits and information packets; and (iii) Property business center(s); (b) provide information on how to order Services in its leasing or sales packet; (c) display CenturyLink Marketing Materials in common areas on the Property; (d) post CenturyLink signage in mutually agreed upon sizes and locations; (e) allow CenturyLink, at its discretion, to hold promotional events at least once per calendar quarter, with Referral Agent’s advance consent, which shall not be unreasonably withheld, conditioned or delayed; (f) exclusively list the Services, on Resident move-in checklist and on Web-based information where residents can view available services or amenities; (g) Property sales/leasing representatives shall: provide CenturyLink Marketing Material regarding how to order Services to each new Residents; (h) market and promote the Services and provide links to CenturyLink website in any community web portal available to Residents; (i) any other marketing and promotional activities as agreed upon by Referral Agent and CenturyLink. BUILDING ENTRY AGREEMENT 1 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 This Building Entry Agreement (“Agreement”) is made and entered into as of the date it is last signed by both parties (“Effective Date”) by and between Eagle County Housing and Development Authority (“Building Manager”) and CenturyLink Communications, LLC, on behalf of itself and its affiliates (collectively, “Licensee”), for the purpose of providing telecommunications, broadband, video and other communications services (collectively, “Services”) to the Property (as defined below). BACKGROUND: Building Manager owns those certain real properties which are listed by address on Exhibit A attached to this Agreement and the improvements located thereon (the “Property”). Building Manager is willing to grant a license to Licensee pursuant to the terms and conditions of this Agreement. Building Owner and Licensee agree as follows: 1. License. Building Manager grants Licensee and its co ntractors and affiliates a non-exclusive license (“License”) to construct, maintain, repair, operate and remove, at Licensee’s sole option and expense, certain wires, cables, panels, conduit, lock-boxes, building entrance facilities, and other appurtenant fixtures and equip ment, as described on Exhibit B attached to this Agreement (collectively, “Licensee Facilities”) over, under, across and along the Property, as may be necessary or useful for delivering its Services to tenants or occupants (“Residents ”) of the Property upon forty-eight hours advance notice. Licensee may brand Licensee Facilities with its trade name, trademarks, and/or logos. Building Manager will provide any wires, cable, panels, conduit, power and power supplies, and other equipment necessary for Licensee to provide Services at the Property, if applicable, subject to license and use rights, all as described on Exhibit B (collectively, “Building Manager Facilities”). Building Manager will provide Licensee access to the Property during normal b usiness hours (and at all times during emergencies). Nothing contained in this Section will be construed as: (a) granting to Licensee any property or ownership rights in the Property or Building Manager’s other real or personal property, except as may be provided for in this Agreement; (b) granting title to Building Manager of any right or interest in and to the Licensee Facilities; or (c) creating a partnership or joint venture between Building Manager and Licensee. 2. Construction. Prior to the commencement of any work at the Property (including periodic installation of Licensee Facilities), Licensee will discuss with Building Manager all proposed construction and work. In the event the Licensee desires to make material modifications that will affect the aesthetics or any common or structural element of the Property, the Licensee shall first obtain the Building Manager’s written approval, which shall not be unreasonably withheld, conditioned or delayed. If denies such request, it shall provide the reason for such denial in writing. Licensee will: (a) perform all work in a sa fe manner consistent with the highest construction standards; (b) perform all work in such a way as to minimize unreasonable interference with the operation of the Property; (c) maintain workers’ compensation insurance in accordance with the law of the state where the work is being performed; and (d) obtain all federal, state and municipal permits, licenses and approvals required in connec tion with such construction and work. Licensee will promptly repair all damage to the Property resulting from the operation, maintenance, or repair of Licensee Facilities to as near the condition prior to such damage as practical. 3. Licensee Facilities. Building Manager will not interfere with Licensee’s use, operation or maintenance of the Licensee Facilities. Building Manager will not be liable for damage to, theft of, misappropriation of or loss of Licensee Facilities regardless of the cause, except if the cause is due to the negligence, unlawful activity or willful misconduct of Building Manager, its employees or agents. Upon the expiration or termination o f this Agreement, Licensee will have 180 days to elect to remove or abandon some or all of the Licensee Facilities and its personal property in place, provided that if Licensee elects to remove any Licensee Facilities or personal property from the Property, Licensee will repair all damage caused b y such removal, reasonable wear and tear excepted . 4. Term and Termination. (a) Term. This Agreement will commence on the Effective Date and continue in effect until Licensee ceases to provide Services to at least one customer at the Property for at least 120 consecutive days (the “Term”). (b) Termination. T his Agreement will terminate upon the expiration of the Term as described in Section 4(a). This Agreement will terminate on the date which is 30 days following Building Manager’s notice to Licensee that Licensee is in default under this Agreement (unless Licensee has cured such default within such 30-day period). This Agreement will terminate on: (i) the date of a casualty to all or any portion of the Property if the result of such casualty is, in Licensee’s reasonable judgment, to render the continued Services b y Licensee under this Agreement impractical; (ii) the date of condemnation or taking of all or any portion of the Property if the result of such condemnation or taking is, in Licensee’s reasonable judgment, to render the Services by Licensee under this Agreement impract ical; or (iii) the date which is 30 days following the date Licensee provides Building Manager with written notice that Licensee intends to terminate this Agreement. BUILDING ENTRY AGREEMENT 2 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 (c) Right of Access Laws. Notwithstanding any contrary provision in this Agreement, if Licensee has any right pursuant to applicable tariffs, franchise agreements, federal, state and/or local laws or regulations to access the Property and to provide any of the Services without Building Managers’s consent ("Right of Access Laws") following the expiration or termination of the Agreement, the 180-day period with respect to removal or abandonment of Licensee Facilities under Section 3 will not commence until the Right of Access Laws giving Licensee the right to access the Property and provide any of the Services terminates. Licensee may continue to access or interconnect with any wiring at the Property for the time period required by the Right of Access Laws. 5. Notice. When ever any notice , con sent, appr ova l, r eques t or a uth ori zatio n (collectivel y, “Not ice ") is required or permitted under this Agreement, Notice must be in writing and sent by certified mail, return receipt reque sted, postage prepaid or by a nationally recognized overnight courier service to the parties at their following respective addresses: If Notice to Building Manager: 500 Broadway, PO Box 850 Eagle, CO 81631 Attention: Matt Andrews If Notice to Licensee: 100 CenturyLink Drive Monroe, LA 71203 Attention: Construction Services Notice will be deemed effective on the date shown on the return receipt if given by certified mail or the confirmation of delivery form if Notice is given by overnight courier service. Rejection, refusal to accept or the inability to deliver because of a changed address of which no Notice was given will be deemed to be receipt of the Notice as of the date of rejection, refusal or inability to deliver. Either party may change its above address by giving Notice of such address change in the manner for giving Notice prescribed in this Section. 6. Inde mnification and Waiver. To the extend permitted by law, each party will defend and indemnify the other party, its affiliates, agents, and contractors against all third party claims for damages, liabilities, or expenses (“Damages”), including reasonable attorneys’ fees, arising directly from performance of the Agreement and related to personal injury or death, or da mage to personal tangible property that is alleged to have been caused by the negligence or willful misconduct of the ind emnifying party, its affiliates, agents, and contractors (provided the foregoing indemnity shall not apply with respect to any Damages arising from the indemnified party’s negligence or willful misconduct). The provision s o f this Section will survi ve terminat ion of this Agr eement. 7. Limitation of Liability . EXCEPT WITH RESPECT TO THE PARTIES' INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT RELATED TO CLAIMS BY THIRD PARTIES, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, OR DOWNTIME COST ARISING FROM OR RELATED TO THIS AGREEMENT FOR ANY CAUSE OF ACTION. 8. Insurance; Waiver of Subrogation. (a) Licensee agrees that it will maintain, at its own cost and expense, the following insurance with authorized insurers in the state the Property is located and having an A.M. Best’s rating of A-VII or better. Licensee will require its contractors to maintain proper insurance applicable to the type and scope of work to be performed under this Agreement . (i) Commercial General Liability insurance with limits of not less than $3,000,000 per occurrence and $5,000,000 aggregate covering personal injury, bodily injury, death, property damage, pro ducts and completed operations; (ii) Workers’ Compensation insurance with statutory limits applicable in the state where the Property is located including Employers Liability or “Stop Gap” insurance with limits not less than $1,000,000 each accident; (iii) Commercial Automobile Liability insurance with limits not less than $3,000,000 combined single limit per occurrence covering bodily injury and property damage for all owned, non -owned and hired vehicles; (iv) Excess/Umbrella Liability insurance with limits of not less th an $5,000,000 each occurrence; and (v) All Risk Property insurance covering not less than the full replacement cost of Licensee’s personal property. (b) Licensee will make available to Building Manager evidence of such insurance prior to or upon the Effective Date of this Agreement. The evidence of insurance (available at www.centurylink.com/moi) shall provide that (a) Building Manager, its affiliates, BUILDING ENTRY AGREEMENT 3 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 subsidiaries, and parent, as well as the officers, directors, employees and ag ents of all entities will be included as an additional insureds on the Commercial General Liability and Commercial Automobile Liability policies, and (b) coverage is primary and not excess of, or contributory with, any other valid and collectible insurance purchased or maintained by Building Manager, but only for the actions of the Licensee or those who the Licensee is responsible for. Licensee hereby waives any right it or its insurer’s may have against Building Manager for any loss or damage to the Licensee arising from any cause covered by any insurance carried by Licensee. 9. Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the non -assigning party, which will not be unreasonably withheld. If either party wants to obtain the other party’s consent to an assignment of this Agreement that requires the other party’s consent, the assigning party must provide the name, address, and telephone number of the proposed assignee at least 30 days prior to the proposed assignment of this Agreement to such assignee. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement without the consent of the other party: (a) in connection with the sal e of all or substantially all of a party’s assets to the surviving entity in any merger or consolidation; (b) to an affiliate, parent or subsidiary; (c) to satisfy a regulatory requirement imposed on a party by a governmental entity or (d) with respect to Building Manager, in the event Building Manager sells or otherwise transfers the Property; provided that in eac h case such party gives the other party 30 days written notice of such assignment. In the event of a sale or other transfer of the Property, Building Manager will cause the entity that purchases or otherwise acquires the Property to assume this Agreement from Building Manager as of the closing of such transaction. If either party validly assigns this Agreement and upon written notice to the other party of the same, the assigning party will be relieved o f all obligations arising from this Agreement and the other will look solely to such assignee for enforcement of such obligations. This Agreement is binding upon and inures to the benefits of the parties and their respective successors and permitted assigns. 10. Miscellane ous. (a) Build ing Manager ackno wle d ges that the c onsider ation rec eived by i t in co nnection wit h t he gr ant of the Lice nse is the enhanced va lue o f t he Property to current or potential Residents attributable to the installation of the Licensee Facilities, and therefore, at no time will Building Manager charge Licensee any monetary fee or assessment of any kind in connection with the License and this Agreement; (b) Building Manager acknowledges that Licensee may retain third parties to exercise its rights under this Agreement, and Licensee will cause the removal from the Property of any such third party to which Building Manager reasonably objects and for which Building Manager gives notice o f objection; (c) This Agreement represents the full understanding of the parties with respect to its subject matter and cannot be modified, amended or waived except in a writing signed by both parties; and (d) Delaware state law, without regard to choice -of-law principles, governs all matters relating to this Agreement, and any legal proceeding relating to this Agreement will be brought in a U.S. District Court, or absent federal jurisdiction, a state court of competent jurisdiction i n Denver, Colorado. 11. Hazardous Material Disclosure. Building Manager will inform Licensee of any known existence, location, and condition of Hazardous Materials (including asbestos and lead -based paint) that may affect Licensee’s work on the Property. If available, Building Manager will provide to Licensee any Hazardous Materials survey conducted on the Property. If unidentified Hazardous Materials are discovered during the course of work, Licensee will stop work and provide notice to Building Manger of discovered material. If Hazardous Materials are discovered, Licensee may: (a) reroute planned work to avoid the Hazardous Materials; (b) adjust work to exclude areas with Hazardous Materials; or (c) terminate the Agreement without liability. “Hazardous Materials” means any material, chemical, compound, mixture, hazardous substance, waste or material, including asbestos and lead -based paint, pollutant or contaminant designated, defined, listed, classified, or regulated under any environmental law or that, even if not regulated, could pose a hazard to the healt h and safety of the Residents of the Property or property adjacent to the Property. 12. Representations and Warranties. Each party represents and warrants: (1) it has the authority to enter into this Agreement and that nothing in this Agreement conflicts with any other legal obligation to which it is bound, and (2) that all work and facilities provided by a party will be performed and provided in a good and workmanlike manner, in compliance with all applicable laws, rules and regulations. Each party avers to its knowledge, no employee of Eagle County Housing and Development Authority, has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. Building MNager represents and warrants: (a) that Building Manager is not a party to any agreement with a third party that gives the third party exclusive rights to provide services that are the same as, or substantially similar to, the Services to the Residents or exclusive access or use of any of Building Manager Facilities, and (b) that Building Manager has not and will not enter into any bulk services agreement (e.g., agreement for third party to provide services to every unit at the Property) or an exclusive marketing agreement (e.g., agreement grants exclusive marketing rights to third party regarding services at the Property) with a third party provider that provides services substantially similar to the Services provided by License e without regard to the platform or method to deliver the services to the Propert y. 13. Counterparts, Facsimile and Electronic Mail Signatures. This Agreement may be signed in several counterparts, each of which will be fully effective as an original and all of which together will constitute one and the same instrument. Signatur es to this Agreement transmitted by facsimile or electronic mail will be deemed the equivalent of delivery of an original signature . BUILDING ENTRY AGREEMENT 4 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 “Licensee” “Building Manager” CenturyLink Communications, LLC o n behalf of itself and its affiliates Eagle County Housing and Development Authority By: By: Name: Daniel O’Connell Name: Kim Bell Williams Title: Vice President – Consumer Sales Title: Executive Director Signature Date: ____________________________________ Signature Date: ____________________________________ Kimberly Bell Williams (Jun 8, 2020 11:37 MDT) Kimberly Bell Williams Jun 8, 2020 Daniel O'Connell (Jun 8, 2020 11:40 MDT) Daniel O'Connell Jun 8, 2020 BUILDING ENTRY AGREEMENT 5 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 EXHIBIT A PROPERTY INFORMATION EXHIBIT Name of Property: Two10 at Castle Peak Location of Property: 210 Freestone, Eagle, CO 81631 Total Number of Units: 22 Please check the applicable boxes: Property Type: Apartments Property Type: New construction Opening Date: August 1, 2020 BUILDING ENTRY AGREEMENT 6 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 EXHIBIT B LICENSEE FACILITIES AND BUILDING OWNER FACILITIES 1. Cooperation and Costs. (a) Licensee and Building Manager agree to reasonably cooperate with each other, following industry standard practices, during the construction process and placement of the Licensee Facilities and Building Manager Facilities to ensure that Services are available upon first occupancy. Licensee and Building Manager shall each give the other party notice designating a point of contact to coordinate with in connection with the design and installation of the Licensee Facilities and Building Manager Facilities. Licensee's and Building Manager's points of contact shall make good faith efforts to attend (by phone or in person, at the reasonable request of either party) construction meetings for the Property at a frequency mutually agreed upon by the project contacts. Licensee shall coordinate its installation schedule for the Licensee Facilities with Building Manager's construction schedule for improvements at the Property, including, if applicable, coordination with other low -voltage installers and joint trenching operations. (b) If additional providers of services that are the same as, or substantially similar to the Services are granted access to the Property by Building ManagerBuilding Manaer will require that any other providers not disturb Licensee Facilities or use Building Manager Facilities that Licensee is granted exclusive rights to access and use under this Exhibit. (c) Unless otherwise expressly stated in this Exhibit, each party is solely responsible for its costs incurred or otherwise resulting from the performance of a party’s obligations und er this Exhibit. 2. Equipment; Distribution Frames. (a) Licensee will place the Licensee Facilities that is considered equipment or electronic devices, including optical network terminals (“ONTs”), uninterrupted power supplies (“UPSs”), battery backups (“BBUs”) or remote gateways provided and installed by Licensee (“Residential Gateways”), in areas and locations such as the mechanical rooms or closets, or smart panels located near or in units on the Property. Licensee may provide panels or other rack equipment for the location of centralized equipment. The “Demarcation Point” for the Services is the output ports of the ONT, as further described in the wiring design applicable to the Property in the following attached Fiber to the Premises (“FTTP”) Exhibit: Fiber to the Floor (“FTTF”) described in Exhibit C. Licensee will install the Residential Gateway in the units as part of the Licensee Facilities even if the Demarcation Point(s) are located in the IDFs or MDF at the Property (defined in Exhibit B-1). (b) A main distribution frame or main frame (“MDF”) is a signal distribution frame for connecting equipment to cables and subscriber carrier equipment. The MDF is a termination point within the local telephone exchange where exchange equipment and terminations of local loops are connected by jumper wires at the MDF. All cable copper pairs supplying services through user telephone lines are terminated at the MDF and distributed through the MDF to equipment within the local exchange e.g. repeaters and DSLAM. Cables to intermediate distribution frames terminate at the MDF. It is commonly referred to as the "Telco Room." (c) An intermediate distribution frame (“IDF”) is a distribution frame in a customer premises, which cross connects the user cable media to individual user line circuits and may serve as a distribution point for multipair cables from MDF to individual cables connected to equipment in areas remote from these frames. It is commonly referred to as a "Riser Room" or "Phone/Video Closet." 3. Wiring. (a) Licensee Wiring. Licensee will provide and own wiring from the edge or facilities entry location of each building on the Property to the MDF or IDF (“Licensee Wiring”), as described on Exhibit B-1 and the wiring design applicable to the Property in the following attached Exhibit: Exhibit C. Unless otherwise provided by Applicable Laws, the Licensee Wiring is part of the Licensee Facilities. (b) Home Run Wiring. Building Manager will provide and own “home run wiring”, as defined in 47 C.F.R. § 76.800, from the MDF or IDF to the distribution panel, as described on Exhibit B-1. The home run wiring must consist of at least 2 Cat 5e or Cat6 cables. Unless otherwise provided by Applicable Laws, the home run wiring is part of the Building Manager Facilities. Licensee shall have the exclusive right to use and access the home run wiring, connecting to the specific runs of wiring that are marked or identified for Licensee’s use at the Property. Licensee’s exclusive use of the home run wiring does not create an exclusive provider agreement and does not BUILDING ENTRY AGREEMENT 7 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 prohibit other providers from provisioning their services on the Property, including direct -to-home satellite multi- channel video programming services. Building Manager represents and warrants that: (a) it paid for and privately owns the home run wiring, and (b) no liens or other encumbrances exist that would affect Licensee’s ability to fully utilize the home run wiring. (c) Cable Home Wiring. Licensee will provide and install the internal wiring of any type (e.g., CAT 5e, coax, etc.), defined as “cable home wiring” in 47 C.F.R. § 76.5, from the distribution panel in each unit to other outlets in the unit that may receive Services. The cable home wiring must be installed in accordance with Licensee’s FTTP Wiring Requirements attached as Exhibit C, and, if applicable, satellite TV service requirements. The parties hereby agree that, unless otherwise provided by Applicable Laws, the cable home wiring will transfer to Building Manager immediately upon confirmation that the cable home wiring installed by Licensee is in good working order, and upon such transfer, the cable home wiring will become a part of the Building Manager Facilities. Building Manager grants Licensee the non-exclusive right to use and access the cable home wiring in each unit during the Term of the Agreement. 4. Scope of Work; FTTP Wiring Requirements. (a) Licensee shall provide Building Manager with a Property-specific scope of work (“SOW”), further describing Licensee’s and Building Managaer’s responsibilities in connection with the design and installation of Licensee Facilities and Building Manager Facilities. In the event of a conflict between the SOW and Exhibit C, the SOW will control. The SOW will be attached as Exhibit C-1. Building Manager must deliver the SOW to general contractors, electricians, and other necessary parties so that the placement of Licensee Facilities and Building Manager Facilities conforms with Building Manager’s construction schedule and ensures that Services are available upon first occupancy. (b) Licensee has provided or will provide Building Manager a copy of Licensee’s FTTP wiring and/or its CenturyLink On requirements, including cable home wiring, which are attached as Exhibits B-1, C, and C-1. 5. Building Owner Plans and Specifications. Licensee may reasonably rely upon all building drawings and specifications provided to Licensee by Building Manager and used by Licensee as the basis for designing the placement and quantity of Licensee Facilities necessary to provide Services at the Property. If Building Manager changes or modifies plans for the Property or buildings at any time prior to final construction, including but not limited to, to meet local code requirements or based on a design change, Building Manager will notify Licensee immediately and provide updated drawings and specifications to Licensee. Building Manager will reasonably work with Licensee to minimize any costs of changes to Licensee Facilities necessary to accommodate changes to the plans, such as the inclusion of additional conduit or raceways to address fire wall requirements. Licensee may request that Building Manager reimburse Licensee for all or a portion of the incremental costs of the changes or modifications of the Licensee Facilities for changes to plans. BUILDING ENTRY AGREEMENT 8 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 EXHIBIT B-1 WIRING EXHIBIT Telecommunication Cable Types: □ Fiber: ___ Quantity per living unit X Cat 5e (or better): 1 Quantity per living unit □ Other, specify: ________________________: ____ Quantity per living unit Type of endpoints (building architecture): □ MDF to Living Unit X IDF to Living Unit Diagram: Check the box above the diagram best representing the scenario in question. □ X □ BUILDING ENTRY AGREEMENT 9 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 EXHIBIT C MDU Specifications for FTTF  ONT/RG/Cat 5e Configuration  The placement of ONTs in multiple IDF locations is an option when the Building Manager desires to place two Cat 5e cables from the IDF to each living unit, with alternative for placement of one Cat 5e cable to support voice-over Internet protocol services, if that service is to be provided.  Licensee will be responsible for placing ONTs to support voice and data service to each living unit.  Licensee will place and maintain UPS/BBU for ONTs serving mo re than one living unit. ONTs will be placed on a service order basis.  Building Manager is responsible for placing two Cat 5e cables to each living unit from the IDF. Each cable cannot exceed 328’.  Building Manager is responsible for providing space for mounting ONTs, UPS/BBU and fiber termination equipment with a suggested minimum of 4’ x 8’ backboard in MDF.  Building Manager is responsible for providing 110AC Non GFI electrical receptacles to serve the ONTs and UPS/BBU.  The Demarcation Point is the ONT which will then connect to the two CAT 5e inside wiring (“IW”) cables provided by the Building Manager.  Licensee will place a Residential Gateway that belongs to Licensee in each living unit in the media panel or a location where all the cable home wiring can be accessed.  Fiber Requirements  Building Manager is responsible for providing a conduit raceway from the right-a-way (R/W) to the MDF in the building.  Building Manager is responsible for providing a 2” conduit or pathway from the MDF to each IDF with in the building.  Building Manager will provide one dedicated quad 110 AC, non-GFCI receptible and a number 6 solid ground in the MDFs and IDFs.  Licensee will place fiber through entrance conduit from the R/W into the building’s MDF.  Licensee will place appropriately rated fiber in Building Manager-provided conduit/pathway from the MDF to each IDF.  Building Manager will provide wall space for termination of fiber in the MDF and IDFs.  Licensee will provide to all fiber termination equipment.  Media Panel  Recommend Building Manager use a media panel for placement of fiber, electronics, and home wiring.  Recommend Building Manager provide a composite media panel be sized at least 14” width, 30” long, and 3.75” deep.  Licensee space requirement is a minimum of 14”x14” in the media panel  Media panel should be equipped with one duplex, 110 AC non-GFCI receptacles with proper grounding.  Cable Home Wiring  The placement of Cat 5e home wiring and end termination jacks are the responsibility of the Licensee.  Licensee recommends using CAT 5e or better IW cables that meet the IEEE/ANSI Standards for CAT 5e and CAT 6 station wire.  RG 6 coaxial cables may be placed for video service providers.  Outlets  Install One Voice Outlet with CAT 5e/CAT 6 wiring with RJ -11 connectors. Recommend the BUILDING ENTRY AGREEMENT 10 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 kitchen area.  Install One Cat 5e/Cat 6 fed Outlet with a RJ -45 connector in the main living area of the unit. Responsibility Table FTTF Component Riser Fiber and Terminations ONT and Residential Gateway Riser Conduit or Pathway Power in MDF and IDF Wall Space/ Backboard Fiber Home Run Material Fiber Home Run Placement Building Manager X X X X Licensee X X X Component Media Panel & 110 AC Outlet Cable Home Wiring In Living Unit Data and Voice Outlets Building Manager X X Licensee X BUILDING ENTRY AGREEMENT 11 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 Typical FTTF Design BUILDING ENTRY AGREEMENT 12 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20 EXHIBIT C-1 Scope of Work Scope of Work Date 5/14/20 Client Eagle County Housing and Development Authority Development Name Two10 at Castle Peak Property Address 210 Freestone Rd, Eagle, CO. 81631 Total Units 22 Project Scope This SOW covers the following activities and deliverables.  This project will provide fiber GPON service to a new 22-unit property named Two10 at Castle Peak located at 210 Freestone Rd, Eagle, CO. 81631. Manager will provide (1) 2” conduit with pull line from the MDF in the building to the CenturyLink fiber vault along Eagle Ranch Rd. CenturyLink will install fiber to the MDF at this property as this will be a Fiber-to-the-Building (FTTB) layout. Manager will provide, place, and terminate CAT5E or better homerun wiring from the MDF to each unit. Non-integrated ONTs will be mounted in a Calix TL8-I equipment shelf in the MDF. CenturyLink modems will be install in each unit when service orders are requested through CenturyLink. CenturyLink (“Licensee”) Tasks  Licensee to provide and place all fiber from CenturyLink feed location to MDF demarcation point.  Licensee to provide and provision all indoor ONT s and Residential Gateway on a service order basis once services are ordered through CenturyLink.  Licensee to provide and place fiber termination equipment at MDF demarcation point. Building Manager Tasks  Building Manager to provide and place (1) 2” conduit with pull line from building MDF to CenturyLink vault per direction from CenturyLink Field Engineer- Jason Sharpe. Task to be completed a minimum of 90 days prior to occupancy  Building Manager to provide and place 4’x4’x ¾” fire rated plywood backboard, #6 solid copper ground and 110V quad AC power outlet at the base of the backboard at the MDF location. Task to be completed a minimum of 60 days prior to occupancy.  Building Manager to provide, place, terminate, label, and test continuity of CAT5E or better homeruns between the MDF and media panel in each unit . Task to be completed a minimum of 60 days prior to occupancy BUILDING ENTRY AGREEMENT 13 CONFIDENTIAL EMA, CTLON: No, FTTIDF, Leg: Q CenturyLink SR5652, SPR-66078 05.20.20  Building Manager to provide, place, terminate and test continuity of CAT5E or better in-unit wiring/homeruns from the media panel to the RJ45 jacks throughout the unit. In unit homeruns to be tied down to a punch down block/patch panel or trimmed with RJ45 ethernet connectors at the media panel. Task to be completed a minimum of 30 days prior to occupancy.  Building Manager to provide and place 30”x14” all COMPOSITE media panel in a central location of each unit and place a 110V dual AC power outlet in the media panel. Task to be completed a minimum of 30 days prior to occupancy.