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IT16-342 - Original - Centurylink, Inc. - 2016-2019 Loyalty Advantage Agreement - 09/15/2016
p x ,'ss Records Mal-, [CENT x, . Document Y 5 t CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: CenturyLink Vendor Number: 36113 JD Edwards Number Contract Number: This is assigned by City Clerk's Office Project Name: 2016-2019 CenturyLink Loyalty Advantage Agreement Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 09/15/2016 Termination Date: 09/15/2019 Contract Renewal Notice (Days): 60 Number of days required notice for termination or renewal or amendment Contract Manager: James Endicott Department: Information Technology Contract Amount: $140 000.00 Approval Authority: ❑ Department Director ❑ Mayor ® City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 f DocuSign Envelope ID:18FB8459-04131-479B-96EC-FFOB42F5BD27 CENTURYLINO LOYAL ADVANTAGE®AGREEMENT This CenturyLink'Loyal Advantage®Agreement ("Agreement") is between CenturyLink Sates Solutions, Inc, as contracting agent on behalf of the applicable CenturyLink company providing the Services under this Agreement ("CenturyLink") and City of Kent ("Customer` or "City") and Is effective on the date the last party signs it ("Effecfve Date'). The name of the CenturyLink operating company providing Services to Customer is listed in the Agreement, each acting separately and individually responsible for ail of its own obligations. CenturyLink may withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink on or before September 15, 2016("Cutoff Data').Using Centuryl-Ink's electronic signature process for the Agreement is acceptable, ENT 0 SLES SOLUTIONS,INC. ignature Jacob Darfler Nat T or Printed Name Typed or Printed Offer Management Title / Title, 9/7/2016 Dale? Date Cust er's address for notices: Customer's facsimile number: Person designated for notices: 1, Services, Customer may purchase the products and services('Services")in the service exhibits("Service Exhibits')attached to the Agreement. The parties agree that any notation to the "CenturyLink Total Advantage'"Agreement'on the Service Exhibits will be disregarded and such exhibits will be governed by the Agreement. The Service Exhibits attached to the Agreement as of the Effective Date and incorporated by this reference are shown below. For an interim period of time until all work is completed to update the - Service Exhibits, Tariffs and other terms and conditions incorporated by attachment or reference into this Agreement, all references to Qwest Communications Company,LLC mean CenturyLink Communications, LLC, CenturyLink Communications, LLC fffda QwestCommunications Company,LLC Services: • Domestic Voice Service Exhibit • Domestic IQ Networking Service Exhibit Local Access Service Exhibit • Select Advantage Service Exhibit Qwest Corporation d!b/a CenturyLink QC Services (Centurylink QC Services are available only in CenturyLink's local service areas in the following states: Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah,Washington,and Wyoming.) • ISDN PRS,OSS,or UAS Service Exhibit • Line Volume Plan Service Exhibit i 2, Filing Concurrence. Centurylink QC may be required to submit this Agreement,Service Exhibits, Pricing Attachments,and any subsequent addenda for Service to certain regulatory agencies for approval because the Rates or certain other terms are being offered on an Indlvidual case basis ("ICS'). Although the general terms and conditions of this Agreement are effective on the Agreement Effective Date, those service-specific Rates and/or terms, and conditions that require fling with or approval by regulatory agencies ('ICB Terms')will not become effective for a given Jurisdiction until the filing and approval requirements for that Jurisdiction are fulfilled. Service will be offered in accordance with the applicable Tariff until the ICB terms become effective. if Customer receives reduced � pricing under a Pricing Attachment and a regulatory agency iater'invalidates the ICB Terms after they became effective,Customer will pay Centurylink QC any difference In the amounts listed in the applicable Tariff for the Service and the amounts Customer was charged for the Service. When approved by the regulatory agencies,Customer may add additional quantities of Services under the same terms and conditions with no further fling required. In the event a regulatory agency does not approve the ICB Terms, the parties will enter Into good faith negotiations to mutually resolve the failure to receive the necessary approval. The subject Service Exhibit, Pricing Attachment, and subsequent addenda containing the ICB Terms will remain in effect in all other jurisdictions. Each Service Exhibit or i subsequent addenda will explain which Rates or terms are ICB. 3. Term, Customer selectsthe following "Initial Term° of the Agreement: three years (''Initial Term'), 600053 code (QLAGESZ), The Initial Term begins on the Effective Date,At the end of the Initial Term,the Agreement will automatically renew for one consecutive renewal period equal'to the Initial Term(a"Renewal Term')if not terminated earlier in accordance with the Agreement. The Initial Term, and each Renewal Term are referred to as the"Term." 4. Rates. Unless specified otherwise in a Service Exhibit, Centurylink QCC Services will receive the applicable rates specified in a Service Exhibit, valid Order Form, or CenturyLink-approved quote form, for the duration of the Term. Notwithstanding the preceding sentence, CenturyLink reserves the right to modify rates and charges due to Regulatory Activity and will provide as much prior written notice as practicable but not less than 14 calendar days' notice If Regulatory Activity causes an increase in the rates for Customers ! N148329(QLAGESZ) j Page 1 of 34 ®CenturyLink,Inc.All Rights Reserved, CONFIDENTIAL 0.073115 1 CENTURYLINK"LOYAL ADVANTAGE'AGREEMENT This CenturyLink® Loyal Advantage"'Agreement ("Agreement") is between CenturyLink Sales Solutions, Inc, as contracting agent on behalf of the applicable CenturyLink company providing the Services under this Agreement ("CenturyLink") and City of Kent ("Customer" or "City") and is effective on the date the last party signs it ("Effective Date"). The name of the CenturyLink operating company providing Services to Customer is listed in the Agreement, each acting separately and individually responsible for all of its own obligations. CenturyLink may withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink on or before September 15, 2016 ("Cutoff Date"). Using CenturyLink's electronic signature process for the Agreement is acceptable. CITY.OP-KIENT -`'l f. CENTURYLINK SALES SOLUTIONS, INC. .Kul orri d Signature Authorized Signature {�,. ry�'E�. 4 •,ng y' ,,,�c/ Vi •,- � �' Q Ali'-_�`, Name�(y�pd or Printed Name Typed ogPrinted (C Offer Management Title F Title Date, Date Customer's address for notices: Customer's facsimile number: Person designated for notices: 1. Services. Customer may purchase the products and services ("Services") in the service exhibits ("Service Exhibits") attached to the Agreement. The parties agree that any notation to the "CenturyLink Total Advantage Agreement" on the Service Exhibits will be disregarded and such exhibits will be governed by the Agreement. The Service Exhibits attached to the Agreement as of the Effective Date and incorporated by this reference are shown below. For an interim period of time until all work is completed to update the Service Exhibits, Tariffs and other terms and conditions incorporated by attachment or reference into this Agreement, all references to Qwest Communications Company, LLC mean CenturyLink Communications, LLC. CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC Services: • Domestic Voice Service Exhibit • Domestic iQ Networking Service Exhibit • Local Access Service Exhibit • Select Advantage Service Exhibit Qwest Corporation d/b/a CenturyLink QC Services (Centurylink QC Services are available only in CenturyLink's local service areas in the following states: Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah,Washington, and Wyoming.) • ISDN PRS, DSS,or UAS Service Exhibit • Line Volume Plan Service Exhibit 2. Filing Concurrence. Centurylink QC may be required to submit this Agreement, Service Exhibits, Pricing Attachments, and any subsequent addenda for Service to certain regulatory agencies for approval because the Rates or certain other terms are being offered on an individual case basis ("ICB"). Although the general terms and conditions of this Agreement are effective on the Agreement Effective Date, those service-specific Rates and/or terms, and conditions that require fling with or approval by regulatory agencies ("ICB Terms")will not become effective for a given jurisdiction until the filing and approval requirements for that jurisdiction are fulfilled. Service will be offered in accordance with the applicable Tariff until the ICB terms become effective. If Customer receives reduced pricing under a Pricing Attachment and a regulatory agency later invalidates the ICB Terms after they became effective, Customer will pay Centurylink QC any difference in the amounts listed in the applicable Tariff for the Service and the amounts Customer was charged for the Service. When approved by the regulatory agencies, Customer may add additional quantities of Services under the same terms and conditions with no further filing required. In the event a regulatory agency does not approve the ICB Terms, the parties will enter into good faith negotiations to mutually resolve the failure to receive the necessary approval. The subject Service Exhibit, Pricing Attachment, and subsequent addenda containing the ICB Terms will remain in effect in all other jurisdictions. Each Service Exhibit or subsequent addenda will explain which Rates or terms are ICB. i 3. Term. Customer selects the following "Initial Term" of the Agreement: three years ("Initial Term"), 600053 code (QLAGESZ). The Initial Term begins on the Effective Date. At the end of the Initial Term, the Agreement will automatically renew for one consecutive renewal period equal to the Initial Term (a"Renewal Term") if not terminated earlier in accordance with the Agreement. The Initial Term and each Renewal Term are referred to as the"Term." 4. Rates. Unless specified otherwise in a Service Exhibit, CenturyLink QCC Services will receive the applicable rates specified in a Service Exhibit, valid Order Form, or CenturyLink-approved quote form, for the duration of the Term. Notwithstanding the preceding sentence, CenturyLink reserves the right to modify rates and charges due to Regulatory Activity and will provide as much prior written notice as practicable but not less than 14 calendar days' notice If Regulatory Activity causes an increase in the rates for Customer's N148329(QLAGESZ) Page 1 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.073115 f' CENTURYLINK°LOYAL ADVANTAGE°AGREEMENT '.. notice as practicable but not less than 14 calendar days' notice If Regulatory Activity causes an increase in the rates for Customer's ordered CenturyLink QCC Services that materially and adversely affects Customer, then Customer may terminate the affected CenturyLink QCC Service upon 30 days' prior written notice to CenturyLink QCC without liability for Cancellation Charges for the affected Service, provided, however that Customer: (a) provides such notice within 30 days after the increase occurs; and (f) provides CenturyLink QCC 30 days to cure such increase. If Customer does not provide CenturyLink QCC such notice during the time permitted in this Section, Customer will have waived its right to terminate the affected Service under this Section. The parties agree that the rates set forth in the Service Exhibit are in lieu of all other rates, discounts, or promotions. The rates for any CenturyLink QC Service provided will be those in effect at the time the Service is installed and CenturyLink QC Services will renew at the rate and for the term specified in the applicable Tariff, RSS, or Service Exhibit. 5. Payment. CenturyLink may begin invoicing for specific Services as specified in the applicable Service Exhibit. Customer must pay CenturyLink all charges within 30 days after the invoice date or by the due date on the invoice if specified. Any amount not paid when due is subject to late interest at the lesser of 1.5% per month or the maximum rate allowed by law. In addition to payment of charges for Services, Customer must also pay CenturyLink any applicable Taxes assessed in connection with Services. Taxes may vary and are subject to change. If Customer is exempt from any Tax, it must provide CenturyLink with an appropriately completed and valid Tax exemption certificate or other evidence acceptable to CenturyLink. CenturyLink is not required to issue any exemption, credit or refund of any Tax payment for usage before Customers submission of valid evidence of exemption. Customer may access its invoices and choose paperless invoices online through CenturyLink Control Center located at controlcenter.centurylink.com. If Customer does not choose paperless invoices through Control Center, CenturyLink may in its discretion assess a $15 MRC for each full paper invoice provided to Customer or a $2 MRC for each summary/remit only (where available) paper invoice provided to Customer. Those charges will not apply to an invoice that is not available through Control Center. Customers payments to CenturyLink must be in the form of electronic funds transfer (via wire transfer or ACH), cash payments (via previously-approved CenturyLink processes only), or paper check. CenturyLink reserves the right to charge administrative fees when Customer's payment preferences deviate from CenturyLink's standard practices. 6. Confidentiality. Except to the extent required by an open records act or similar law, neither CenturyLink nor Customer will, disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the others Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. Centuryl-ink's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. CenturyLink will not be deemed to have accessed, received, or be in the possession of Customer Confidential Information solely by virtue of the fact that Customer transmits, receives, accesses or stores such information through its use of CenturyLink's Services. 7. CPNI. CenturyLink is required by law to treat CPNI confidentially. Customer agrees that CenturyLink may share CPNI within its business operations (e.g., wireless, local, long distance, and broadband services divisions), and with businesses acting on Centuryl-ink's behalf, to determine if Customer could benefit from the wide variety of CenturyLink products and services, and in its marketing and sales activities. Customer may withdraw its authorization at any time by informing CenturyLink in writing. Customers decision regarding CenturyLink's use of CPNI will not affect the quality of service CenturyLink provides Customer. 8. Use of Name and Marks. Neither party will use the name or marks of the other party or any of its Affiliates for any purpose without the other party's prior written consent. CenturyLink's consent may only be given by its Legal Department. 9. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS° CENTURYLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, OR ANYACT OR OMISSION OF THE CUSTOMER. 10. Limitations of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth below. 10.1 Consequential Damages. NO PARTY OR THEIR AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR COSTS OF COVER. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF FORESEEABILITY. 10.2 Claims Related to Services. For Customer's claims related to Service deficiencies or interruptions, Customers exclusive remedies are limited to: (a) those remedies set forth in the SLA or applicable Tariff for the affected Service or (b) the total MRCs or usage charges paid by Customer for the affected Service in the one month immediately preceding the event giving rise to the claim if an SLA or applicable Tariff does not exist for the affected Service. 10.3 Personal Injury; Death; Property Damages. For claims arising out of personal injury or death to a party's employee, or damage to a party's real or personal property, that are caused by the other party's negligence or willful misconduct in the performance of the Agreement, each party's liability,to the extent permitted by law, is limited to proven direct damages. N148329 (QLAGESZ) Page 2 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.073115 CENTURYLINKW LOYAL ADVANTAGE°AGREEMENT will not exceed in the aggregate the total MRCs and usage charges paid by Customer to CenturyLink under the Agreement in the three months immediately preceding the event giving rise to the claim ("Damage Cap'). The Damage Cap will not apply to a party's obligations under the Responsibilities Section below or Customer's payment obligations under the Agreement. 11. Responsibilities. To the extent permitted under law, each party agrees to be responsible to the other, their Affiliates, agents, and contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees, arising directly from performance of the Agreement and related to personal injury or death, or damage to personal tangible property that is alleged to have been caused by the negligence or willful misconduct of the responsible party unless otherwise stated in a CenturyLink QC Service Exhibit or Tariff. To the extent permitted under law, Customer also agrees to be responsible for all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees against CenturyLink, its Affiliates, and contractors, related to the modification or resale of the Services by Customer or End Users, or any AUP violation. 12. Termination. 12.1 Service. Either party may terminate an individual Service or a Service Exhibit: (a) in accordance with the individual Service Exhibit's term requirements with 30 days' prior written notice to the other party, or (b) for Cause. If Service or a Service Exhibit is terminated by Customer for Convenience or by CenturyLink for Cause,then Customer will pay Cancellation Charges. 12.2 Agreement. Either party may terminate the Agreement and all Services by: (a) providing written notice to the other party of its intention not to renew the Agreement at least 60 days prior to the expiration of the then current Term or (b) for Cause. Cause to terminate an individual Service Exhibit will not constitute Cause to terminate the Agreement; rather, Cause to terminate the entire Agreement for Service-related claims will exist only if Customer has Cause to terminate all or substantially all of the Services under the applicable SLA, Service Exhibit, RSS, ISG or Tariff. If the Agreement is terminated by Customer for Convenience or by CenturyLink for Cause prior to the conclusion of the Term, then Customer will pay: (c) for CenturyLink QCC Services the higher of the Early Termination Charge or the sum of all CenturyLink QCC Cancellation Charges that apply for terminating all CenturyLink QCC Services at the time the Agreement is terminated; and (d) for CenturyLink QC Services, the CenturyLink QC termination charges as set forth in the Tariff or the applicable Service Exhibit(s). 12.3 Unpaid Charges. Customer will remain liable for charges accrued but unpaid as of the termination date. 13. Non-Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations; (c) Customer agrees it will not use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds to continue payments under this Agreement, Customer may terminate this Agreement without incurring an Early Termination Charge or CenturyLink QCC Cancellation Charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. 14. Miscellaneous. 14.1 General. The Agreement's benefits do not extend to any third party (e.g., an End User). If any term of the Agreement is held unenforceable,the remaining terms will remain in effect. Except for time requirements as specifically stated in a Service Exhibit or Si neither party's failure to exercise any right or to insist upon strict performance of any provision of the Agreement is a waiver of any right under the Agreement. The terms and conditions of the Agreement regarding confidentiality, the Responsibilities Section, limitation of liability,warranties, payment, dispute resolution, and all other terms of the Agreement that should by their nature survive the termination of the Agreement will survive. Each party is not responsible for any delay or other failure to perform due to a Force Majeure Event, 14.2 Conflicts Provision. If a conflict exists among provisions within the Agreement, the following order of precedence will apply in descending order of control: Service Exhibit, the Agreement, Order Form, Centurylink QC records, and if applicable, CenturyLink QC Tech Pubs. If Services are provided pursuant to a Tariff, RSS, ISG or ISS as described in the applicable Service Exhibits, the order of precedence will apply in the following descending order of control: Tariff, Service Exhibit, the Agreement, RSS, ISG, ISS, Order Form Centurylink QC records, and if applicable, CenturyLink QC Tech Pubs. 14.3 ARRA. Customer will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement. 14.4 HIPAA. CenturyLink does not require or intend to access Customer data in its performance hereunder, including but not limited to any confidential health related information of Customer's clients, which may include group health plans, that constitutes Protected Health Information ("PHI"), as defined in 45 C.F. R. §160.103 under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA Rules"). To the extent that any exposure to PHI is incidental to CenturyLink's provision of Service and not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI, such exposure is allowable under 45 CFR 164.502(a)(1)(iii). N148329(QLAGESZ) Page 3 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.073115 CENTURYLINe LOYAL ADVANTAGE'AGREEMENT i purpose of accessing, managing the PHI or creating or manipulating the PHI, such exposure is allowable under 45 CFR 164.502(a)(1)(iii). '.. 14.5 Installation, Maintenance and Repair (a) Provision of Services is subject to availability of adequate capacity and CenturyLink's acceptance of a complete Order Form. (b) Customer will reasonably cooperate with CenturyLink or its agents to install, maintain, and repair Services. Customer will provide or secure at Customer's expense appropriate space and power; and rights or licenses if CenturyLink must access the building of Customer's premises to install, operate, or maintain Service or associated CenturyLink equipment. CenturyLink may refuse to install, maintain, or repair Services if any condition on Customer's premises is unsafe or likely to cause injury. (c) Customer is responsible for any facility or equipment repairs on Customers side of the demarcation point. Customer may request a technician dispatch for Service problems. Before dispatching a technician, CenturyLink will notify Customer of the dispatch fee. CenturyLink will assess a dispatch fee if it determines the problem is on Customer's side of the demarcation point or was not caused by CenturyLink's facilities or equipment on CenturyLink's side of the demarcation point. 14.6 Governing Law; Dispute Resolution. (a) Billing Disputes. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer makes timely payment of all undisputed charges when due and provides CenturyLink with a written explanation of the reasons for Customer's dispute of the charge within 90 days after the invoice date of such amount. If CenturyLink determines, in its good faith, that !. the disputed charge is valid, CenturyLink will notify Customer and within five business days after CenturyLink's notification, Customer must pay the charge and accrued interest. !, (b) Governing Law; Forum. The Agreement will be governed by the laws of the State in which the Customers principal office is located without regard to its choice of law principles. Any legal proceeding relating to the Agreement will be brought in a U.S. District Court, or absent federal jurisdiction, in a state court of competent jurisdiction, in the State of Washington. This provision is not intended to deprive a small claims court or state agency of lawful jurisdiction that would otherwise exist over a claim or controversy between the parties. 14.7 No Resale; Security. Customer represents that it is not a reseller of any telecommunication services provided under this Agreement as described in the Telecommunications Act of 1996, as amended, or applicable state law and acknowledges it is not entitled to any reseller discounts under any laws. CenturyLink has adopted and implemented, and will maintain, a corporate information security program designed to protect Customer information, materials and data accessed and possessed by CenturyLink from loss, misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. CenturyLink's standard service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. Customer is responsible for selecting and using the level of security protection needed for all Customer data stored or transmitted via the Service and using reasonable information security practices, including those relating to the encryption of data. - 14.8 Assignment. Either party may assign the Agreement without the other party's prior written consent: (a) in connection with the sale of all or substantially all of its assets; (b) to the surviving entity in any merger or consolidation; or(c) to an Affiliate provided such party gives the other party 30 days' prior written notice. Any assignee of the Customer must have a financial standing and creditworthiness equal to or better than Customer's, as reasonably determined by CenturyLink, through a generally accepted, third party credit rating index (i.e. D&B, S&P, etc.). Any other assignment will require the prior written consent of the other party. But Customer may not assign this Agreement or any Service to a reseller or a telecommunications carrier under any circumstances. 14.9 Amendments; Changes. The Agreement may be amended only in a writing signed by both parties' authorized representatives. However, any change in rates, charges, or regulations mandated by the legally constituted authorities will act as a modification of any contract to that extent without further notice. Each party may, at any time, reject any handwritten change or other alteration to the Agreement. CenturyLink may change features or functions of its Services; for material changes that are adverse to Customer, CenturyLink will provide 30 days' prior written notice, but may provide a shorter notice period if the change is based on Regulatory Activity or Tariff provisions. CenturyLink may amend, change, or withdraw the Tariffs, RSS, ISG, ISS or ALP, with such updated Tariffs, RSS, ISS or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements. 14.10 Websites. References to websites in the Agreement include any successor websites designated by CenturyLink. 14.11 Required Notices. Unless provided otherwise in the Agreement, all required notices to CenturyLink must be in writing, sent to 1801 California St., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Legal Dept., and to Customer as provided above. All notices are effective: (a) when delivered via overnight courier mail or in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail;or(c)when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 14.12 Service Termination Notices. Customer's notice of termination for CenturyLink QCC Services must be sent via mail, facsimile or e-mail to: CenturyLink, Alto., GBM Disconnects, 112 Sixth St., Bristol, TN 37620, Fax: 866.887.6633, e-mail: GBMdisconnects(a>CenturyLink.com. Such termination is effective 30 days after CenturyLink's receipt of the notice, unless a longer period is otherwise required. For Services under the Select Advantage Service Exhibit or for CenturyLink QC Services, Customer must call the customer care number specified on Customer's invoice to provide notice of termination. N148329 (QLAGESZ) Page 4 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.073115 CENTURYLINK°LOYAL ADVANTAGE®AGREEMENT 14.13 Entire Agreement. The Agreement (including any applicable Service Exhibit, CenturyLink accepted Order Forms, and all referenced documents) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or understandings relating to the same service, ports, or circuits at the same locations as covered under the Agreement. 14.14 Accounting and Audit. CenturyLink agrees to keep records of all financial matters pertaining to this Agreement in accordance with generally accepted accounting principles. Copies of the financial records shall be made available to representatives of the Customer or any other governmental agency with jurisdiction for audit, at such reasonable times and places as the Customer shall designate. 14.15. STATUS OF CONTRACTOR: Neither CenturyLink nor personnel employed by CenturyLink shall acquire any rights or status in the Customers employment, nor shall they be deemed employees or agents of the Customer for any purpose other than as specified herein. CenturyLink shall be deemed an independent contractor and shall be responsible in full for payment of its employees, including worker's compensation, insurance, payroll deductions, and all related costs. Further, CenturyLink represents that it is customarily in the business of providing the services described in this Agreement, has its own place of business, is eligible for and does file with the Internal Revenue Service a schedule of business expenses, maintains a separate set of books and records for such business, and has established or will, by beginning of performance hereunder, establish an account with the State Department of Revenue and have received a unified business identifier number. 14.16. EQUAL EMPLOYMENT OPPORTUNITY RESPONSIBILITIES: CenturyLink agrees that it will comply with all State and local non-discrimination laws and regulations in effect at the time this Agreement is executed. CenturyLink shall comply with all Federal non- discrimination laws and regulations if any of this Agreement is financed with Federal funds. 15. Clauses for CenturyLink ISG Services. The clauses in this section apply only to the CenturyLink QC Service Exhibits stating that service is offered out of CenturyLink ISG. 15.1 Jurisdiction. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Term, more than 10%of its usage will be interstate usage. 15.2 Construction and Funding Approval. CenturyLink QC may assess separate Construction charges if facilities are not available ' to meet an order for Service and CenturyLink QC constructs facilities under one or more of the following circumstances: (a) if the amount of Customer's expected payments over the term of the Agreement does not exceed CenturyLink QC's calculated cost of providing the Service plus its expected rate of return; (b) Customer requests that Service be furnished using a type of facility, or via a route that CenturyLink QC would not normally utilize in providing the requested Service; (c) more facilities are requested than would ,' normally be required to satisfy an order; and (d) Customer requests that Construction be expedited, resulting in added cost to CenturyLink QC. Service provided under this Agreement is subject to Funding approval and that approval will be evidenced in the Funding Concurrence block on the Pricing Attachment. That approval will be granted at the sole discretion of CenturyLink QC. In the event contract documents are signed, under which Customer is ordering Service for which Funding is not approved, CenturyLink QC will cooperate with Customer in good faith to develop an alternative service solution if Funding cannot be achieved on the contracted solution and CenturyLink QC may immediately terminate, without penalty, the Pricing Attachment under which Customer ordered the Service, when Funding of the contracted and alternate Service solutions is determined to not be possible. 15.3 Expedite. Any Customer requests for CenturyLink QC to Expedite the delivery of Service before the standard or negotiated Service Due Date will be deemed an expedited order and Expedite charges will apply. Upon CenturyLink QC's receipt of an Expedite request from Customer, Customer and CenturyLink QC will mutually agree to a new Service Due Date. 15.4 Service Changes. Customer may add, move, or upgrade each Service in a Pricing Attachment via an Amendment to this Agreement. New Service and any addition, move, or upgrade to existing Service is subject to the terms of the RSS in effect when the Amendment to add, move, or upgrade existing Service is executed or for new Service when the new Service is installed. Existing terms and conditions will continue to apply to existing Service. But if an RSS change results in a conflict with the terms and conditions applicable to the Service, then Customer must agree to an amendment modifying the terms and conditions before CenturyLink QC will provision the new Service or the additions, moves, or upgrades to existing Service. 15.5 Service Interruptions. Service interruption means a total disruption of the Service subject to restrictions and exclusions , outlined in an SLA or in the ISG. Services with a Service-specific SLA are subject to the credit for service interruptions contained in the applicable SLA and posted at http://www.centurylink.com/legal. Services without a Service-specific SLA are subject to the credit for service interruptions contained in the ISG. The credits outlined in the SLAB are Customer's sole and exclusive remedy for interruptions of any kind to the Service. CenturyLink QC may, from time to time, suspend Service for routine maintenance or rearrangement of facilities or equipment. CenturyLink QC will give advance notification of any such suspension of Service. Such suspension of Service is not considered an out-of-service condition unless Service is not restored by the end of the period specified in the notification. 15.6 Additional Payment Language. (a) Rates, including Rates for optional features or functions, are set forth in each Pricing Attachment applicable to the Service. The Rates shown on each Pricing Attachment are for informational purposes. Customer will receive the Rates in effect in the ISG on the Service Acceptance Date. CenturyLink QC will keep an archive of the ISG Web pages listing Rates, including dates of Rate changes. Customer agrees that CenturyLink QC's archive is conclusive evidence in the event of a dispute. N148329(QLAGESZ) Page 5 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL vl.073115 CENTURYLINK' LOYAL ADVANTAGE°AGREEMENT (b) If Customer requests items from the ISG for which charges do not appear in a Pricing Attachment, CenturyLink QC will inform Customer of the charges at the time of the request, giving Customer the opportunity to cancel the request, rather than incurring the charges. Those items may include, but are not limited to: (a) Expedites, including third-party charges incurred by CenturyLink QC in connection with the Expedite; (b) CPE; (c) Construction; (d) Termination Charges; (e) charges for labor, testing, or design changes: (t) inside wiring; and (g) additional administrative charges that may be applied for services not described on Pricing Attachments or for requests to provision Services in a manner inconsistent with CenturyLink QC's then-current practices. Customer will pay such charges regardless of whether Customer cancels Service or CenturyLink QC fails to deliver on the requested Expedite date, unless such failure was caused by CenturyLink QC. (c) CenturyLink QC will require Customer to accept Service by the end of the Grace Period, in which case CenturyLink QC will commence with regular monthly billing for the Service and Customer agrees to pay for the billed Service. If Customer has not accepted the Service by the end of the Grace Period, then CenturyLink QC may terminate the Service subject to the Termination section of this Agreement. 15.7 Customer Responsibilities. Customer is responsible for the following: (a) Access. Customer will provide prompt access to its premises to CenturyLink QC authorized personnel and other authorized parties, responding to Service restoration, equipment failure, maintenance, or other relevant situations. (b) On-Site Operations. All Customer operations concerning Service at Customers premises will be performed at Customer's expense, and Customer will be required to conform to all applicable specifications that CenturyLink QC may adopt as necessary to maintain Service. Any special structural work required for supporting telecommunications facilities needed to provide Service on Customer's premises will be provided only at Customers expense. (c) Customer will properly use the Service. Customer will not itself or permit others to use the Service in ways it is not intended or alter,tamper with, adjust, or repair the Service. 15.8 ISG Service Termination. (a) Service; Service Exhibit Before Service Due Date. If Customer cancels an order for Service before the Service Due Date or does not accept the Service by the conclusion of the Grace Period, and CenturyLink QC terminates the Service at the end of the Grace Period, Termination Charges will apply, including the full NRCs that would have otherwise applied and any non-reusable and non-recoverable portions of expenditures or liabilities, such as Construction charges incurred exclusively on behalf of the Customer by CenturyLink QC and not fully reimbursed by NRCs. (b) Service; Service Exhibit After Service Acceptance Date. Either party may terminate an individual Service ordered under a Service Exhibit after the Service Acceptance Date under the terms of the applicable Service Exhibit. CenturyLink QC will waive the Termination Charge in excess of the Minimum Service Period if Customer terminates due to a move or upgrade of all or a portion of Service and all of the following conditions are met ("Waiver Policy"): (i) Customer must have satisfied the Minimum Service Period for the existing Service or be subject to the Termination Charge applicable to the unexpired portion of the Minimum Service Period; (ii) Customer must agree to a new service term and Minimum Service Period for the new service; (iii) The total value of the new Service must be equal to or greater than 115% of the remaining value of the Service being terminated. j NRCs and Construction charges will not contribute toward the 115%calculation; (!v) The request to disconnect the existing Service and the request for the new service are received by CenturyLink QC at the same time and both requests must reference this Waiver Policy; (v) For ATM, FR, and Metro Ethernet, the new Service installation due date must be within 30 days of the due date of the disconnection of the existing Service, unless the installation is delayed by CenturyLink QC; for SHINS, SST, GeoMax, and HDTV-NET the new Service installation due date must be on or before the due date of the disconnection of the existing Service, unless the installation is delayed by CenturyLink QC; (vi) Customer agrees to pay all outstanding MRCs and NRCs for existing Service; (vii) The NRCs in effect at the time the Service is moved or upgraded will apply to the move or upgrade; and (vii!) This Waiver Policy only applies to moves or upgrades to other CenturyLink QC services that are subject to a CenturyLink QC Tariff or the ISG. 15.9 CenturyLink ISG Service Definitions. N148329 (QLAGESZ) Page 6 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL 0.073115 CENTURYLINe LOYAL ADVANTAGED'AGREEMENT "Construction" means when Service may not be available due to facilities limitations and it is necessary for CenturyLink QC to construct facilities. "Demarcation Point" means the CenturyLink QC designated: (a) physical interface between the CenturyLink QC Domestic Network and Customer's telecommunications equipment; or (b) physical interface between a third-party carrier connecting the CenturyLink QC Domestic Network to Customer's telecommunications equipment. "CenturyLink QC Domestic Network" means the CenturyLink QC operated facilities located within CenturyLink QC's 14-state local service area (those states are listed in the opening paragraph of this Agreement) and which consists of transport POPS, physical media, switches, circuits and/or ports that are operated solely by CenturyLink CO. I "Expedite" means Customer's request to CenturyLink QC to provision a Service more quickly than the CenturyLink QC standard or negotiated interval for which an additional Expedite charge will apply. "Funding" means Customer charges over the term of a Service contract that covers CenturyLink QC's calculated costs for providing Service and it's expected rate of return when network infrastructure is not available to provide Service to Customer. "Grace Period" means a period of 30 business days from the later of the Service Due Date or the date when Service is made available to the Customer, and during which the applicable Service will be held available for Customer upon Customers request. "Minimum Service Period"means 12 months following the Service Acceptance Date, as evidenced by CenturyLink QC records. "Pricing Attachment" means each document containing Service Rates, Term, and location-specific information, all of which are incorporated by this reference and made a part of each Service Exhibit. "Rates"means the MRCS and NRCs for the Service. "Service Acceptance Date" means the date Customer accepts the Service and billing commences, as evidenced by CenturyLink QC records. "Service Due Date"means the date CenturyLink QC makes the Service available to Customer for testing. "SONET"means Synchronous Optical Network. "Termination Charge"means the termination charges detailed in the Service Exhibits. ' 16. Definitions. "Affiliate"means any entity controlled by, controlling, or under common control with a party. "AUP"means the Acceptable Use Policy incorporated by this reference and posted at http://www.centurylink.com/legal/. "Cancellation Charge" means cancellation or termination charges that apply when Customer cancels Service without Cause: (a) as described in a Service Exhibit (or in the Tariff for applicable CenturyLink QC Services); and (b)when charges are incurred by CenturyLink QCC from a third party provider as a result of an early termination. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a)for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or(b) for any other material breach,within 30 days after written notice. "CenturyLink QCC" means the former Qwest Communications Company, LLC d/b/a CenturyLink QCC. On April 1, 2014, CenturyLink completed an internal reorganization resulting in the merger of multiple CenturyLink owned companies into Qwest Communications Company, LLC. Simultaneously with the merger, Qwest Communications Company, LLC changed its name to CenturyLink Communications, LLC. The term "CenturyLink QCC" refers to the former "d/b/a CenturyLink QCC" company and not to any other CenturyLink owned companies now a part of CenturyLink Communications, LLC. "Confidential Information" means any information that is not generally available to the public, whether of a technical, business, or other nature, (including CPNI), and that the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; Confidential Information will not include information that is in the public domain through no breach of the Agreement by the receiving party or is already known or is independently developed by the receiving party. "Convenience" means any reason other than for Cause. "CPE"means any customer equipment, software, and/or other materials of Customer used in connection with the Service. "CPNI" means Customer Proprietary Network Information, which includes confidential account, usage, and billing-related information about the quantity, technical configuration, type, destination, location, and amount of use of a customers telecommunications services. CPNI reflects the telecommunications products, services, and features that a customer subscribes to and the usage of such services, including call detail information appearing in a bill. CPNI does not include a customer's name, address, or telephone number. "Early Termination Charge" means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. "End User" means Customers members, end users, customers, or any other third parties who use or access the Services or the CenturyLink network via the Services. N148329(QLAGESZ) Page 7 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire, explosion, lightning, hurricane, labor dispute, cable cuts by third parties, acts of terror, material shortages or unavailability, government laws or regulations,war or civil disorder, or failures of suppliers of goods and services. "ISG" means CenturyLink QC's Interstate Service Guide No. 11 located at http://www.centuryl i nk.com/Pages/AboutU s/Legal[Tariffs/d isp]ayTa riffl nfoPage.html. "ISS" means CenturyLink's Information Services Schedule incorporated by this reference and posted at: http://www.centurylink.com/tariffs/cic info services.pdf. '. "MRC" means monthly recurring charge. "NRC"means nonrecurring charge. "Order Form"includes both order request forms and quotes issued by CenturyLink. If a CenturyLink service requires a quote to validate �� the Order Form pricing, the quote will take precedence over the order request form, but not over the Service Exhibit. "Regulatory Activity" is a regulation or ruling by any regulatory agency, legislative body or court of competent jurisdiction. "RSS" means as applicable CenturyLink QCC's Rates and Services Schedules incorporated by this reference and posted at http:/Iwww,centurylink.com/tariffs/fec cic ixc rss no 2.pdf for CenturyLink QCC's International RSS and at http'//www.centurylink.com/tariffs/fcc cic ixc rss no 3.odf for CenturyLink QCC's Interstate RSS. "SLA'means the service level agreement applicable to a Service as described in a Service Exhibit. "State" means one of the 50 states of the United States or the District of Columbia. "Tariff" includes as applicable: CenturyLink QCC or CenturyLink QC FCC #1state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at hftp://www.centurylink.com/tariffs. "Tax" or "Taxes" means foreign, federal, state, and local excise, gross receipts, sales, use, privilege, or other tax (other than net income)now or in the future imposed by any governmental entity (whether such Taxes are assessed by a governmental authority directly upon CenturyLink or the Customer) attributable or measured by the sale price or transaction amount, or surcharges, fees, and L. other similar charges that are required or permitted to be assessed on the Customer. These charges may include state and federal Carrier Universal Service Charges, as well as charges related to E911, and Telephone Relay Service. "Tech Pub" means the technical publication specific to each CenturyLink QC service, all of which are located at http://www.centurylink.ggmYtechpub/. Each CenturyLink QC Service Exhibit stipulates the Tech Pub that applies to that service, if any. i I N148329 (QLAGE$Z) Page 8 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL vl.073115 CENTURYLINK°LOYAL ADVANTAGE°AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT 1. General; Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. CenturyLink QCC will provide domestic Voice Services ("Service") under the terms of the Agreement, Tariff, RSS, ISS, and this Service Exhibit. "Net Effective Rate" means the rates less the Custom Discount. Net Effective Rates are subject to change if there is a change in the underlying rates and/or applicable discount(s),with any such changes to be done in accordance with the terms of the Agreement or this Service Exhibit. "Net Rate" is in lieu of all other rates, discounts, and promotions. "Pricing Attachment" means a document containing rates specific to the Service and is incorporated by reference and made a part of this Service Exhibit. "SLA" means the service level agreement specific to the Service, located at http://www.gwest.centurylink.com/legal/,which is subject to change. 2. Service. 2.1 Description. Voice Service consists of domestic Long Distance, domestic Toll Free(including feaures), domestic Virtual Network Service ("VNS"), domestic worldcard', and domestic Directory Assistance Services, Domestic Long Distance Service is available both interstate and intrastate, through switched and dedicated facilities. Toll Free service is also available through switched or dedicated facilities. CenturyLink is required by the Federal Communications Commission ("FCC") to state in this Service Exhibit that Customer is prohibited from using any Toll Free telephone number, or other telephone number advertised or widely understood to be Toll Free, in a manner that would violate FCC rule 47 CFR 64.1504. Directory Assistance offers one rate to Voice Service customers domestically. With respect to Outbound Long Distance: (a) Per the Federal Trade Commission ("FTC"), telemarketers are required to transmit their telephone number to Caller ID services. As such, all telemarketers using CenturyLink commercial services are required to provide CPN/pseudo-CPN according to the rules below: IF A TELEMARKETER DOES NOT PROVIDE CENTURYLINK WITH A NUMBER FOR THIS PURPOSE, THEIR BILLING TELEPHONE NUMBER WILL BE USED AS THE TRUNK GROUP'S CPN; and (b) Federal Do Not Calls rules require that companies that telemarket or engage in telephone solicitations adhere to the requirements set forth in 47 C.F.R. section 64.1200 (FCC) and 16 C.F.R. Part 310 (FTC). Please consult with your company's legal advisor for more information. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for the Service. worldcard offers domestic calling card services available either interstate or intrastate and is available through switched access only. worldcard is offered with three options: (c) the standard option includes Centuryl-ink's trademarks and telephone number; (d)the"cologo" option includes CenturyLink's and Customers names and trademarks and/or logos and will include either CenturyLink's or Customer's telephone number; and (e) the "private label" option only includes Customer's names trademarks and/or logos and will include either CenturyLink's or Customer's telephone number. If Customer selects the cologo or private label worldcard options, then Customer grants CenturyLink permission to create a card using Customers name, trademarks and/or logos as provided to CenturyLink by Customer. Customer further agrees that even though Customer's name, trademarks, logo and/or phone number may appear on the cards, except for Customers rights in its name, trademarks,and/or logo, CenturyLink will be sole owner of all right and title in and to all intellectual property associated with the cards and the worldcard service. Furthermore, if Customer selects either the cologo or private label cards, then Customer agrees to indemnify and hold CenturyLink harmless for any costs, fees, damages, or expenses of any sort incurred by CenturyLink as a result of claims arising from CenturyLink's use of Customer's name, trademarks or logo in accordance with this Agreement. In addition to the other worldcard charges listed in the Pricing Attachment, Customer will pay to CenturyLink any set-up charges associated with the design and production of the cologo and private label cards. CenturyLink will notify Customer of the total amount of set-up charges prior to production of the cards. If Customer objects to the set-up charges, then the parties will work together to create a less expensive design than originally requested by Customer (this sentence and the previous sentence combined constitute the "Set-up Process"). If Customer revokes the use of its mark for the cologo or private label cards or requests new cards due to its mark changing, then Customer must cease using those cards and CenturyLink will issue replacement cards that either do not include Customer's mark or contain the new mark, as appropriate. The Set-up Process will apply to the replacement cards and Customer will pay CenturyLink the set-up charges for the replacement cards. The person(s) named on the calling card and those identified on CenturyLink's records for the associated account are jointly and severally responsible for the charges made using the calling card. The calling card is not transferable, but the cardholder may authorize others to use it.The cardholder is responsible for all charges incurred by authorized users, and giving the calling card to someone else or telling someone else the security code is such authorization. The calling card will be cancelled at the cardholders request. CenturyLink may cancel the calling card if the cardholder cancels or fails to pay, if CenturyLink suspects fraud, improper, or unauthorized use or observes unusual use, or if it changes its policies for issuing worldcard calling cards. CenturyLink may cancel the calling card without notice. CenturyLink is not liable for any damages for any reason due to the cancellation of, or failure to accept the calling card. If a calling card is canceled for any reason, the cardholder must notify all authorized users and destroy all calling cards. The cardholder should notify CenturyLink immediately if the cardholder changes address or telephone number or if a calling card is lost, stolen, or misplaced or if a cardholder suspects unauthorized use or misuse of a calling card. To report a loss, theft, or suspected misuse, please call 1 800-860-1020. Some uses of the worldcard calling card may be subject to rules, regulations, and tariffs of state public utility commissions and the Federal Communications Commission. 2.2 Domestic IP Voice. Domestic IP Voice Service consists of IP intrastate and interstate dedicated Long Distance and IP dedicated Toll Free. Domestic IP Voice accepts intrastate and interstate dedicated Long Distance traffic in IP format and converts such traffic for transmission across the telecommunications network. Domestic IP Voice also accepts domestic Toll Free traffic and converts it into N148329 (QLAGESZ) Page 9 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.073115 CENTURYLINK°LOYAL ADVANTAGE°AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT '.. VolP format for transmission to Customer. The pricing for Domestic IP Voice services is the same as for non-IP intrastate and '... interstate dedicated Long Distance and non-IP dedicated Toll Free. Domestic IP Voice does not support local services, 911. E911, V911, operator services, local number portability, or directory listings. All use of Domestic IF Voice will comply with and be subject to the service guide, AUP, and applicable sections of the SLA which are posted at http://www.gwest.centurylink.comAegal/. CenturyLink reserves the right to refuse to accept, suspend, or limit any or all of Customer's IP traffic not complying with the service guide technical specifications or that CenturyLink believes is adversely affecting other customers on the CenturyLink network. The service guide and ALP are incorporated into the Agreement by this reference. CenturyLink may reasonably modify the service guide, ALP, and SLA to ensure compliance with applicable laws and regulations and to protect Centuryl-ink's network and customers, and such change will be effective upon posting to the Web site. 2.3 CenturyLink 8XX Outbound Service. CenturyLink 8XX Outbound Service ("8XX Outbound") allows Customer to place Toll Free Outbound TDM or IP calls to CenturyLink owned or non-CenturyLink owned Toll Free numbers on Customer's CenturyLink dedicated access lines ("DALS"). 8XX Outbound is only available on DALs provisioned on CenturyLink DMS250, NGS, and IPLD switched. 8XX Outbound is not subject to an SLA. 8XX Outbound is governed by the CenturyLink RSS and/or Tariffs. CenturyLink reserves the right, upon 30 calendar days prior written notice to Customer, to cancel or modify 8XX Outbound. If Customer does not agree to the 8XX Outbound modifications, then Customer must notify CenturyLink prior to the expiration of the 30 day time frame that Customer wishes to cancel 8XX Outbound. Customers continued use of 8XX Outbound after the 30-day time frame will indicate that Customer agrees to the modifications. Limitations. CenturyLink provides 8XX Outbound by routing and terminating the toll-free call to a CenturyLink dedicated facility that is connected to a LEC facility to allow re-origination to the dialed toll-free number. CenturyLink is only responsible for getting the call to the LEC for re-origination. CenturyLink cannot provide any kind of support or help troubleshoot problems with Toll Free origination or termination once the call is delivered to the LEC for re-origination. Because all outbound Toll Free calls will re- originate from a LEC central office, the outbound toll-free call will route as if the call originates from the LEC central office, and not from the geographic location of Customer's DAL. If there is regional (i.e., calls only allowed to originate from specific states or disallowed from specific states) or point of call (geographic) routing on the dialed toll-free number, the call may not be completed. From time to time CenturyLink may add, change, and/or remove the central offices from which calls are re-originated, without notice to Customer. Customer requests for 8XX Outbound changes or additions, including additional 8XX Outbound traffic volumes, are subject to availability and Centuryl-ink's acceptance of the order. 2.4 Non-Completed Calls. "Non-completed Call Percentage Threshold" means 30% of all attempted calls, both completed and non- completed. If the percentage of Customer's calls that do not complete (out of all attempted calls) meets or exceeds the Non-completed Call Percentage Threshold for any given monthly billing cycle, CenturyLink may, upon 30 calendar days notice to Customer, disconnect any and all circuit(s) providing Service on which the Non-completed Call Percentage Threshold was exceeded. 3. Term. This Service Exhibit will expire or terminate coterminous with the Agreement, unless terminated earlier by either party by providing 60 days advance written notice. 4. Charges. As applicable, Customer will pay the rates, Net Rates, Net Effective Rates, and all other charges set forth in the Pricing Attachment, RSS, Tariff, ISS, or Order Form. Customer is responsible for all metered usage charges and per call charges that occur !, from the point Service is available for Customer use, regardless of whether CenturyLink notifies Customer of Service availability. Domestic Long Distance calls crossing state boundaries, within the same LATA, will be billed at the interstate rate. The rates, Net Rates, and Net Effective Rates do not include costs associated with local access or CPE, which rates are described in the Service Exhibits specific to those services or in a separate agreement for such service. Customer's 8XX Outbound will bill the same rates as Customer's dedicated outbound Long Distance(1+). Customer understands and agrees that all 8XX Outbound calls will be billed to the trunk group owner, even if the dialed toll-free numbers belong to CenturyLink. CenturyLink reserves the right, upon 30 calendar days prior written notice to Customer, to charge an MRC for 8XX Outbound. If Customer does not agree to the MRC, then Customer must notify CenturyLink prior to the expiration of the 30 day time frame that Customer wishes to cancel 8XX Outbound. Customer's continued use of 8XX Outbound after the 30-day time frame will indicate that Customer agrees to pay the MRC. Unless a Net Rate or Net Effective Rate is specified in the Pricing Attachment, domestic Outbound Long Distance and 8XX Outbound, domestic Toll Free (including any features), domestic VNS, and domestic worldcard voice services will be charged at the Agreement rates in the Tariff, ISS, and RSS. Rates and Net Rates will be used for calculating Contributory Charges. Customer represents that it has received from a CenturyLink competitor an offer comparable to the offer in this Service Exhibit for the Services. II N148329 (QLAGESZ) Page 10 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.073115 CENTURYLINK°LOYAL ADVANTAGE°AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT PRICING ATTACHMENT 1. Interstate. For all Interstate Long Distance usage, CenturyLink will bill Customer an 18 second minimum per call and 6 second increments. Domestic Interstate Per Minute Outbound Long Distance Net Rate Origination— Termination Dedicated—Switched $0.0400 Switched—Switched $0.0400 Domestic Interstate Per Minute Toll Free _ Net Rate Origination- Termination _ Switched—Dedicated $0.0400 _ Switched—Switched $0.0400 Domestic Interstate Net Rate worldcard—Option 1 Or ination— Termination Per Minute Switched—Switched $0.0400 Per Call Surcharge from Non-Payphone $0.3500 per call $0.3500 plus Per Call Surcharges from Payphone $0.5500 surcharge per _payphone call Domestic Interstate Net Rate Directory Assistance (all states Directory Assistance — per call (up to two numbers may be provided per call) 2. Intrastate. Domestic Intrastate(including interLATA and intraLATA) Per Minute Outbound Long Distance Net Rate By State State Origination— Termination I Washington Dedicated—Switched _ _ $0.0400 Washington Switched-Switched $0.0400 Domestic Intrastate (including interLATA and inteaLATA) Per Minute Toll Free Net Rate By State State Origination— Termination Washington Switched—Dedicated _ _ _ $0.0400 Washington Switched—Switched $0.0400 Intrastate (including interLATA and intraLATA)worldcard-Option 1 Net By State Effective Rates State Per Minute Switched-Switched $0.0400 Washington Per Call Surcharge from Non-Payphone $0.3500 Per Call Surcharges from Payphone $0.3500 $0.3000 Domestic Intrastate Net Effect Directory Assistance per call Ratesive II _ Rates States _ Alabama, Arizona, Colorado, Iowa, Idaho, Minnesota, Montana, $1.9900 Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington,Wyoming N148329 (QLAGESZ) Page 11 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.073115 i CENTURYLINK°LOYAL ADVANTAGE°AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT Michigan, Nevada, New Jersey,Virginia,Wisconsin $1.4000 Arkansas, California, Connecticut, Delaware, Florida, Georgia, Hawaii, $0.9500 Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Mississippi, Missouri, New Hampshire, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Vermont,West Virginia Maryland first 2 calls are free, each call thereafter _ $0.9500 Massachusetts (first 10 calls are free, each call thereafter) $0.9500 3. LOCATIONS THRESHOLD. The Switched Inbound and Outbound Interstate rates and Dedicated Inbound and Outbound Interstate rates described under the Agreement will be provided to no more than 25 total locations (the "Locations Threshold"). Each location in excess of the Location Threshold requiring Switched Inbound and Outbound Interstate Service or Dedicated Inbound and Outbound Interstate Service will receive standard month-to-month RSS rates in lieu of the rates, discounts and/or credits specified in this Pricing Attachment. 4. INBOUND 8XX FEATURE(S). Customer will pay the following NRCs, MRCS, Change Charges and Surcharges, if applicable, for the Enhanced 8XX Features listed below ("Feature(s)"). Pricing for Features listed below is subject to change without notice and is subject to applicable federal,state and local taxes,fees and surcharges. Feature NRC MRC Change Surcharge Alternate Call Routing $50.00 per 8XX $50.00 per 8XX $50.00 per 8XX N/A Busy Ring No Answer(BRNA) $150.00 per 8XX $50,00 per 8XX $50.00 per.8XX $0.01 per call Day of Week Routing DO $50.00 per 8XX $50.00 per 8XX $50.00 per 8XX_ N/A Day of Year(Holiday) Routing DO $50,00 per 8XX $0.00 $50.00 per 8XX N/A Dialed Number Identification Service DNIS $15.00 per 8XX $0.00 $15.00 per 8XX N/A Direct Termination Overflow(DTO) $50.00 per 8XX $50.00 per 8XX $50.00 per 8XX N/A EZ Route-Menu and Database* $150.00 per 8XX $50.00 per 8XX $0.00 $0.04 per call ERM Route - Enhanced Reporting Manager $500.00 per 8XX $0 $0 $0 EZ Route - Speech Recognition Menu & Database Routing* $150.00 per 8XX $50.00 per 8XX $0.00 $0.08 per call EZ Route-Percent Allocation, Time of Day, Included with EZ Included with EZ Included with EZ Included with EZ Day of Week, Area Code & Customer - Route Route Route Route Entered Digit Routing EZ Route-Bridging $0.00 $0.05 per MOU $0.00 $0.00 EZ Route Enhanced Reporting Manager ERM $500.00 $0.00 $0.00 $0.00 Extended Call Coverage (ECC) $0.00 $0.00 $0.00 N/A Fast Transfer and Release FTnR $1,000.00 per 8XX $100.00 per 8XX $100.00 er 8XX $0 05 per transfer Geographic Routing (GeoRouting) $50.00 per 8XX $50.00 per 8XX $50.00 per 8XX N/A $35.00 per 8XX $35.00 per 8XX Industry Toll Free Directory Assistance (standard) $3.00 per 8XX (standard) $2.00 per query $100.00 per 8XX $100.00 per 8XX (expedite) (expedite Menu Routing _ $250.00 per 8XX $25.00 per 8XX $100.00 per 8XX $0,05 per call Percent Allocation Routing $50.00 per 8XX _ $50.00 per.8XX $50.00 per 8XX N/A Project Account Codes PAC $15.00 per 8XX $15.00 er 8XX $15.00 per 8XX N/A This advanced routing option is-onlyoffered through an alliance with AdGeo. Please CenturyLink GeoPlusTM contact AdGeo directly at 888-947-3100 or visit www.QwestGeoPlus.com Log-in: west PIN: gwesti Real Time AN[ $0.00 $0.00 1 $0.00 N/A Tailored Call Coverage(TCC $50.00 per 8XX $0.00 $50.00 per 8XX N/A Time of Day,.Routing TOD $50.00 per 8XX $50.00 per 8XX $50.00 per 8XX N/A Control Center for Toll Free $0.00 $0.00 $0.00 N/A Su er Trunk Overflow $50.00 per 8XX $50.00 per 8XX $50.00 per 8XX N/A In Switch Overflow Trunk $50.D0per 8XX $50.00 per 8XX $50.00 per 8XX N/A Limited to 150 nodes per application. N148329 (QLAGESZ) Page 12 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL vl.073115 CENTURYLINK°LOYAL ADVANTAGE°AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT 1. General. Domestic CenturyLink IQ° Networking Service ("Service") is provided by CenturyLink QCC under the terms of the Agreement, this Service Exhibit, and any signed quotes between CenturyLink QCC and Customer. 2. Service. 2.1 Description. Service is a data, IP, and a network management solution that is designed for connectivity between Customer's sites or public Internet connectivity. 2.2 Ports. CenturyLink offers Service in the following port ("Port")types: (a) Internet Port. Internet Ports provide public Internet connectivity. (b) Private Port. Private Ports provide WAN connectivity between Customer sites. Customer may allocate Private Port traffic up to 10 different closed user groups. Customer may request more than 10 point-to-point closed user groups for an additional charge. Quality of service ("QoS") traffic prioritization can be used with Private Ports. Ethernet Private Ports with real-time traffic that require QoS are subject to local access limitations. (c) Enhanced Port. Enhanced Ports provide the functionality of both an Internet Port and a Private Port in a consolidated solution. (d) CenturyLink IQ® + Port. A CenturyLink IQ + Port is a bundled solution that includes the following: (i) the functionality of a Private Port, (ii) Local Access, (if) Monitor and Notification for a CenturyLink provided or approved router, other than for a CenturyLink IQ + Port using CenturyLink Data Center Access, (iv) End-to-End Performance Reporting, and (v) optional CenturyLink provided router as Rental CPE and Priority Queuing. The Local Access and CenturyLink provided router for domestic Service are subject to the Local Access Service Exhibit and CenturyLink Rental CPE Service Exhibit (including the applicable Detailed Description), respectively. Customer may provide a router approved by CenturyLink. Domestic Service with a CenturyLink provided router includes 8x5 NBD maintenance using Pro-METD Remote Standard Service or 24x7 on-site maintenance using Pro-META On-Site Premium Service at Customer qualified sites. CenturyLink may use repackaged Rental CPE or substitute the Rental CPE with other CPE. Customer is responsible for any trouble shooting and repair of equipment on Customer's side of the router. Domestically, a CenturyLink IQ + Port is only available in a CenturyLink determined data center. 2.3 Network Management Service. CenturyLink Network Management Service ("NMS") is a feature available for all Ports except for a CenturyLink IQ + Port using CenturyLink Data Center Access. Select Management or Comprehensive Management is available with domestic Ports. The feature provides performance reporting, change management, configuration management, fault monitoring, management and notification of CPE and network related issues. Except for CenturyLink IQ + Ports, CenturyLink will provide Select Management with each domestic Port unless (a) Customer notifies its CenturyLink sales representative that Customer opts out of Select Management for that Port or(b) Customer chooses Comprehensive Management for that Port, Customer may also request NMS management features for devices not associated with a CenturyLink IQ Networking Port in domestic locations with CenturyLink's prior approval.The NMS management types are set forth in more detail below. (a) Monitor and Notification. Monitor and Notification is included with CenturyLink IQ + Ports other than for a CenturyLink IQ + Port using CenturyLink Data Center Access and is an optional NMS feature for the other Port types. CenturyLink will monitor the Customer devices 24x7x365 for up/down status using ICMP ping. CenturyLink will notify Customer if no response is received for a designated period. NMS will not provide any troubleshooting and incident resolution for device or network faults. "Monitor& Notification' is the only NMS option available for devices that do not support SNMP and/or are not certified for NMS. (b) Select Management. Select Management includes 24x7x365 up/down monitoring as well as 24x7x365 remote performance monitoring, reporting, and ticketing via an NMS online portal for devices supported by CenturyLink, fault monitoring, management, and notification (detection, isolation, diagnosis, escalation and remote repair when passible), change management supported by CenturyLink(up to 12 changes per year), asset management (device inventory), and configuration management (inventory of customer physical and logical configuration). Customer must make change management requests via Control Center at https://controlcenter.centurylink.com. Select Management only supports basic routing functions. NMS does not include new CPE initial configuration, lab testing, lab modeling, or on-site work of CPE. The NMS supported device list and a standard change management list are available on request and are subject to change without notice. (c) Comprehensive Management. Comprehensive Management includes all of the Select Management features as well as total customer agency and change management (up to 24 configuration changes per year) of complex routing functions within routers, switches, and firewall modules. This includes configuration and management of complex routing, switching, device NIC cards, frewall module configurations, and basic router internal frewall functions. CenturyLink acts as the Customer's single point of contact in managing the resolution of all service, device, and transport faults covered by Comprehensive Management and will work with any third party hardware and/or transport providers the Customer has under contract until all network issues are successfully resolved. With Internet security protocol ("IPSec'), CenturyLink can configure full mesh, partial mesh, or hub-and-spoke topologies with secure tunnels for remote communication between Customer locations. IPSec is only available on approved Cisco and Adtran devices. IPSec opportunities greater than 25 devices or with other manufacturer's devices require CenturyLink approval before submitting an order. N148329 (QLAGESZ) Page 13 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.073115 CENTURYLINKO LOYAL ADVANTAGE®AGREEMENT DOMESTIC IQ NETWORKING SERVICE EXHIBIT (d) CenturyLink Responsibilities. For NMS, CenturyLink will provide Customer with a nonexclusive service engineer team, which will maintain a Customer profile for the portion of the Customer's network where the devices covered by NMS reside. CenturyLink will work with Customer to facilitate resolution of service affecting issues with Select Management or Comprehensive Management. (e) Customer Responsibilities. V) Customer must provide all information and perform all actions reasonably requested by CenturyLink in order to facilitate installation of NMS. If Customer limits or restricts CenturyLink's read/write access to a device, CenturyLink cannot support configuration backups. Customer is responsible for supporting CenturyLink in access, troubleshooting, and configuration requests '.. made in accordance with normal troubleshooting and repair support activities. For Out-of-Band management related to fault isolation/resolution, Customer will provide and maintain a POTS line for each managed device. "Out-of-Band" means a connection between two devices that relies on a non-standard network connection, such as an analog dial modem, which must be a CenturyLink certified 56k external modem. Additionally, Customer will provide a dedicated modem for each managed device. It is not mandatory that Customer have a POTS line but Customer must understand that CenturyLink will not be able to troubleshoot issues if the device covered by NMS cannot be reached. Service related outages requiring access to the device for troubleshooting and repair purposes will impact the eligibility of any associated SLA credits. (f) For Comprehensive Management, Customer must execute the attached Letter of Agency (Attachment 1) to authorize CenturyLink to act as Customer's agent solely for the purpose of accessing Customer's transport services. (III) Depending on transport type, Customer's managed devices must comply with the following set of access requirements: (A) for NMS delivered via IP connectivity with an Internet Port or other public Internet service, devices must contain an appropriate version of OS capable of establishing IPsec VPNs; and (B) for NMS delivered with a Private Port, CenturyLink will configure a virtual circuit to access Customer's device at no additional charge. CenturyLink will add the NMS network operations center to the Customer closed user group to manage the devices within Customer's network. (iv) Customer must provide a routable valid IP address to establish the NMS connection. Customer's primary technical interface person must be available during the remote installation process to facilitate installation of NMS. All Customer devices managed under NMS must be maintained under a contract from a CenturyLink approved onsite CPE maintenance provider. The response times for which Customer contracts with its CPE maintenance provider will affect Centuryl-ink's timing for resolution of problems involving Customer provided devices. The performance of the CPE maintenance provider is Customer's responsibility. 2.4 End-to-End Performance Reporting. End-to-End Performance Reporting is a feature included with Private Ports, the Private Port functionality of Enhanced Ports and CenturyLink IQ + Ports, except for Ports with VPLS. Customer must include CenturyLink as a member of each closed user group. The feature includes a report based on data collected from Customer's traffic within its closed user groups and measures availability,jitter, latency, and packet delivery between Customer's edge routers, between CenturyLink's routers, and between Customers edge routers and CenturyLink's routers. The data contained in the report is measured differently than the goals contained in the SLA applicable to the Service and is for informational purposes only. Customer is not entitled to SLA credits '. based on the data in the report. Customer may access the report in the Control Center portal. Some quote forms or other associated !, documents may use"End-to-End Performance Monitoring"to mean"End-to-End Performance Reporting". 2.5 Multicast. Multicast is an optional feature for Private Ports and the Private Port functionality of Enhanced Ports. The feature enables IP multicast on the CenturyLink IP network. Customer must configure its edge devices with CenturyLink designated multicast protocol specifications and use the CenturyLink designated IP address range for Customer's multicast applications. The standard feature allows up to ten sources of multicast traffic per Customer, but CenturyLink may permit a limited number of additional sources. 2.6 Secure IP Gateway. Secure IP Gateway("SIG") is an optional feature for Enhanced Ports. SIG adds a network based frewall feature to an Enhanced Port and supports Customer defined network address translation policies and frewall rule sets. 2.7 VPLS. Layer 2 virtual private LAN service ("VPLS") is optional feature for Private Ports only. Private Ports with VPLS are supported on CenturyLink-certified Cisco equipment and are limited to the following connection and encapsulation methods: Ethernet 10 Mbps, 100 Mbps, 1000 Mbps with Ethernet encapsulation; DS1 and DS3 with Frame Relay encapsulation, and OC3 with ATM encapsulation. The following features are not available with Private Ports with VPLS: (a) usage reports; (b) the Precise Burstable or Data Transfer pricing methodologies; (c) the SLA's Reporting Goal; (d)VPN Extensions and (e) End-to-End Performance Reporting. 2.8 VPN Extensions. A VPN Extension is an optional feature for layer 3 multi protocol label switching ("MPLS") Private Ports and Enhanced Ports. The feature allows Customer to extend its Layer 3 MPLS closed user groups to Customer locations that are not served by CenturyLink's MPLS network ("Remote Location"). Customer can establish a tunnel through the Internet between the Customer's CPE at the Remote Location (separately purchased and managed by Customer) and the CenturyLink network device. The Customer provided CPE must support the CenturyLink service configurations and be installed as designated by CenturyLink or as otherwise agreed upon by the parties. Customer is responsible for the installation, operation, maintenance, use and compatibility of the Remote Location CPE. Customer will cooperate with CenturyLink in setting the initial configuration for the Remote Location CPE interface with the VPN Extension Service. Customer must use IP connectivity at the Remote Location that includes a static public IP address. N148329 (QLAGESZ) Page 14 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.073115 i I CENTURYLINKO LOYAL ADVANTAGE'AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT (a) Exclusions. CenturyLink will not debug problems on, or configure any internal or external hosts or networks (e.g., routers, DNS servers, mail servers, www servers, and FTP servers). All communication regarding the VPN Extension must be between CenturyLink and a Customer approved site contact that has relevant experience and expertise in Customers network operations. The following features are not available with VPN Extensions: (i) End-to-End Performance Reporting; (ii) QoS; (iii) VPLS; and (iv) Multicast. VPN Extensions are not subject to the SLA. 2.9 Backbone Prioritization/Priority Queuing. Backbone Prioritization and Priority Queuing is an optional feature available with individual domestic Private Ports and CenturyLink IQ + Ports respectively. When this feature is configured on such Port, traffic originating from that Port will be designated at a higher class of service to the CenturyLink IP network than traffic originating from Private Ports or CenturyLink IQ + Ports without the feature or Internet Ports. If Customer desires the feature for traffic between two or more such Ports, the feature must be ordered for each such Port. The benefit from this feature is realized during periods of high network congestion. The feature may not be available at all locations or with Multicast in certain circumstances. Ali 3. Ordering. For purposes of this Service Exhibit, "Order Form" means an electronic order confirmation process using an architecture confirmation document ("ACD") or other document that Customer and CenturyLink mutually agree to prior to submitting a Service order request. CenturyLink must approve each Order Form and Customer must send it via e-mail, fax, or other CenturyLink- approved electronic process to CenturyLink. Subject to availability, CenturyLink will assign /29 Internet address space for Customer during the use of a Port. Neither Customer nor any End Users will own or route these addresses. Upon termination of Service, Customer's access to the IP addresses will cease. If Customer requests special sequencing for Port installation, Customer must designate a Key Port. A "Key Port" is a Port that must be available on the network before adding additional domestic Port locations. The installation of the Key Port will determine the timelines for the installation of other domestic Ports. Customer may designate one Key Port within its CenturyLink IQ Networking network topology by notifying CenturyLink in writing of that request. Unless the parties otherwise agree in writing, Customer has sole responsibility for ordering, securing installation and ensuring proper operation of any and all equipment required to enable Customer to receive the Service. 4. Charges. Customer must pay all applicable MRCS and NRCs set forth in an attached pricing attachment, offer attachment, or a valid signed CenturyLink issued quote. For CenturyLink IQ + Ports only, the rates for the (a) Local Access, (b) Monitor and Notification (if included with a CenturyLink IQ + Port) and (c) optional Rental CPE and Priority Queuing are presented with the Port rates. Charges will commence within five days after the date CenturyLink notifies Customer that Service is provisioned and ready for use ("Start of Service Date"). Customer may order multiple Ports with multiple pricing methodologies in accordance with the pricing methodologies set forth below. Customer may change the pricing methodology (e.g., from Flat Rate to Precise Burstable) of a Port if: (a) the Port's new MRC remains the same or greater than the old MRC, and (b) the Port starts a new Service Term that is equal to or greater than the remaining number of months in the old Service Term, subject to a 12 month minimum. CenturyLink may change rates after the completion of a Port's Service Term with 60 days' notice. The net rate MRCS set forth in the pricing attachment, offer attachment or valid signed CenturyLink issued quote will be used to calculate Contributory Charges. Net rate MRCS are lieu of all other rates, discounts, and promotions. The End-to-End Performance Reporting, VPN Extension, SIG and Multicast features are provided on a month-to-month basis and either party may cancel a feature with 30 days' prior written notice to the other party. CenturyLink may upon 30 days prior written notice to Customer modify those features, including without limitation, their rates. 4.1 Pricing Methodologies. (a) Flat Rate. The Flat Rate pricing methodology bills Customer a specified MRC for a given Port speed regardless of Customer's actual bandwidth utilization. (b) Tiered. The Tiered pricing methodology caps Customer's bandwidth at the tier specified on an Order Form and bills the Customer a fixed MRC based on that bandwidth tier regardless of Customer's actual bandwidth utilization. No more than once per month, Customer may change its specific bandwidth tier (e.g,, 2 Mbps to10 Mbps) within the applicable Port classification (e.g., Ethernet, Fast Ethernet). Customer may not change its bandwidth from one Port classification to another. (c) Precise Burstable. Usage samples are taken every five minutes throughout the monthly billing cycle. Only one sample is captured for each five-minute period, even though there are actually two samples taken; one for inbound utilization and one for outbound utilization. The higher of these two figures is retained. At the end of the billing period, the samples are ordered from highest to lowest. The top 5% of the samples are discarded. The highest remaining sample is used to calculate the usage level, which is the 95th percentile of peak usage. For each Precise Burstable Port, Customer will pay an MRC calculated by multiplying Customer's 95th percentile of peak usage in a given month by the applicable MRC per Mbps. There is a minimum usage amount within each Precise Burstable Port classification ("Precise Burstable Minimum"). Customer will be billed the greater of the Precise Burstable Minimum or the actual charges based upon its 95th percentile of peak usage. (d) Data Transfer. Usage samples are taken every five minutes throughout the Customer's monthly billing cycle. Samples are taken for both in-bound utilization and out-bound utilization. Customer will be billed for the sum total of both inbound and outbound utilization. Charges are applied using a stepped or "metered" methodology such that Customer's traffic will be billed incrementally at each volume tier. For example, if Customer's total volume on a DS1 circuit is 10 GB, the first 7 GB of such total would be billed at the 0-7 GB tier, and the remaining 3 GB would be billed at the 7.01-17 GB tier. For each Data Transfer Port ordered hereunder, Customer ''..... will pay an MRC calculated by multiplying Customer's volume of data transferred in a given month (in GBs) by the applicable MRC per GB. Within each Data Transfer Port classification (e.g., DS1, D83), Customer will be subject to the minimum usage amount set forth in N148329(QLAGESZ) Page 15 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 CENTURYLINK®LOYAL ADVANTAGE°AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT the column heading of the applicable Data Transfer pricing table ("Data Transfer Minimum"). Customer will be billed the greater of the Data Transfer Minimum or the actual charges based upon its actual volume of data transferred. Data Transfer pricing is only available if Customer's premises-based router uses HDLC, PPP, or MLPPP line encapsulation. 5. Term; Cancellation. 5.1 Term. The term of an individual Port (and associated features/Services, if applicable) begins on the Start of Service Date for that Port and continues for (a) the service term shown on the valid signed CenturyLink issued quote or the pricing attachment for CenturyLink IQ + Ports or(b) three years for other domestic Ports (each a "Service Term'), If Service is installed at multiple Customer locations or with multiple Ports at a Customer location, each separate Port (and associated features/Services)will have its own Start of Service Date, Upon expiration of a Service Term, CenturyLink IQ+ Ports and other domestic Ports (and associated features/Services) will remain in effect on a month-to-month basis until canceled by either party with 60 days' notice. 5.2 Cancellation. Upon cancellation of a Service, Customer will remain liable for charges accrued but unpaid as of the cancellation date. If a Port and associated features/Services is canceled by Customer other than for Cause, or by CenturyLink for Cause, before the conclusion of its Service Term or Upgrade Service Term (as described in the"Upgrades' section), Customer will pay a"Cancellation Charge'equal to: (a) Domestic Internet Port, Private Port or Enhanced Ports: (i) 100% of the Port and NMS MRCS multiplied by the number of months remaining in the first 12 months of the initial Service Term (or Upgrade Service Term), if any, plus (ii) 35% of the balance of those MRCs multiplied by the number of months remaining to complete the initial Service Term (or Upgrade Service Term) beyond the first 12 months, plus (iii)the amount of any NRCs discounted or waived if the Port has not remained installed for at least 12 months. (b) CenturyLink IQ + Ports: (1) 100% of the CenturyLink IQ + Port MRC (and associated features/Service MRCs if applicable) multiplied by the number of months remaining in the first 12 months of the initial Service Term, if any; plus (ii) 75% of the those MRCs multiplied by the number of months remaining to complete 24 months of the initial Service Term, if any; plus, if applicable, (iii) 60% of those MRCs multiplied by the number of months remaining to complete the remainder of the Service Term, 5.3 Waiver of Cancellation Charges. (a) Upgrades. CenturyLink will waive the Cancellation Charges for a domestic Port if Customer: (i) upgrades a Port to another Port with a higher bandwidth (e.g., from a DS1 to a DS3) within the same pricing methodology and the new Port's MRC (with Local Access) is equal to or greater than the combined MRCs of the Port and the associated Local Access Service being terminated; (ii) upgrades the Port type to a higher Port type (e.g., from an Internet Port to a Private Port or an Enhanced Port)within the same pricing methodology; or (iii) upgrades any Port to a CenturyLink IQ + Port. All upgraded Ports must start a new Service Term equal to or greater than the replaced Port's remaining Service Term, subject to a 12 month minimum ("Upgrade Service Term"). If Customer cancels the upgraded Port before the completion of the Upgrade Service Term, Customer will pay the Cancellation Charges set forth in the Cancellation section above. In some cases an upgrade to a Port may trigger a Local Access charge under the Local Access Service Exhibit. Customer can upgrade a CenturyLink IQ + Port from 8x5 NBD Remote to 24x7 On-Site maintenance or upgrade a CenturyLink IQ+ Port's NMS feature to Select Management or Comprehensive Management without restarting the Service Term. (b) Migration to Other CenturyLink Services. CenturyLink will waive the Cancellation Charges for a domestic Port if Customer migrates the Port to new Analog VolP Service or Data Bundle Solutions (a "New Service') as long as: (i) the New Service's MRC is equal to or greater than the combined MRCs of the Port and the associated Local Access Service being terminated; (ii) the New Service's minimum service term is at least as long as the then remaining Service Term of the Port being terminated; and (iii) the New Service is available. 6. Additional Disclaimer of Warranty. In addition to any other disclaimers of warranty stated in the Agreement, CenturyLink makes no warranty, guarantee, or representation, express or implied, that all security threats and vulnerabilities will be detected or that the performance of the Services will render Customer's systems invulnerable to security breaches. Customer is responsible for Customer's own network security policy(including applicable firewall and NAT policies) and security response procedures. 7. E-mail Notification. Customer acknowledges and agrees that CenturyLink may contact Customer via e-mail at the e-mail address provided to CenturyLink when Customer ordered the Service for any reason relating to the Service, including for purposes of providing Customer any notices required under the Agreement. Customer agrees to provide CenturyLink with any change to its e mail address. 8. ALP. All use of the Services must comply with the ALP located at http://www.centurylink.com/legal/, which is subject to change. CenturyLink may reasonably change the ALP to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers. Any changes to the ALP will be consistent with the purpose of the ALP to encourage responsible use of CenturyLink's networks, systems, services,Web sites, and products. 9. SLA. Ports other than CenturyLink IQ+ Ports are subject to the CenturyLink IQ Networking Service Level Agreement("SLA"), CenturyLink IQ + Ports are subject to the CenturyLink IQ + Port SLA and the NMS feature is subject to the NMS SLA. Each SLA is N148329(QLAGESZ) Page 16 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL vl.073115 I CENTURYLINK°LOYAL ADVANTAGE'AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT located at http://www.centurylink.com/legal/ and subject to change. For Customers claims related to Service or NMS feature deficiencies, interruptions or failures, Customer's exclusive remedies are limited to those remedies set forth in the applicable SLA. i i N148329(QLAGESZ) Page 17 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.073115 i CENTURYLINK'LOYAL ADVANTAGE'AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT PRICING ATTACHMENT 1. Pricing 1.1 Network Management Service MRCs. (a) NMS for devices associated with a CenturyLink IQ Networking Port.The following MRC is in addition to the Port MRC. Description Promo Code NMS for devices associated with a MRC NRC CenturyLink IQ Networking Port. -T Select Management IQ MANAGED $45.00 per device" N/A Comprehensive Management IQ MANAGED $75.00 per device N/A Monitor and Notification(for non- N/A $35.00 per device N/A CenturyLink IQ+Ports *CenturyLink will provide Select Management with domestic CenturyLink IQ Networking Internet, Private and Enhanced Ports unless Customer elects to opt out. (b) NMS for devices not associated with a CenturyLink IQ Networking Port. The following MRC is in addition to the Port MRC. Description NMS for devices not associated with a CenturyLink IQ MRC NRC Networking Port(including VPN Extensions). Select Management $60.00 per device N/A Comprehensive Management $100.00 per device N/A Monitor and Notification $35.00 per device N/A 1.2 CenturyLink IQ Networking Features. (a) Secure IP Gateway. Description NRC Secure IP Gatewa Activation Fee $200.00 per each Enhanced Port (b) VPN Extensions. Description MRC NRC VPN Extensions - $25.00 per IPsec tunnel $50.00 per IPsec tunnel (c) Backbone Prioritization:Backbone prioritization charges are in addition to the applicable Private Port MRCs. Descri tionI Increased MRC Backbone Prioritization CenturyLink will apply a 20% uplift charge to the MRC of each Private Port configured with Backbone Prioritization. 1.3 Port Pricing Tables. Some Port types or Port speeds may not be available in all areas or with certain types of access. CenturyLink IQ + Port pricing may be located in a valid signed CenturyLink issued quote, if available. If Customer wishes to order domestic CenturyLink IQ Networking Service with a different bandwidth or pricing methodology than those contained in the below pricing tables, Customer must enter into a separate written amendment to this Agreement or, if a quote applies, sign a new quote that includes the Service Address,type, and details of the new CenturyLink IQ+ Port. (a) Flat Rate Pricing. Tier Internet PorthOther(A00esMbps) r Net MRCRate Install NRC' 100 Mb s I $600.00 $4,000.00 *NRC Waiver. CenturyLink NRCs specified above are waived so long as such Service ordered hereunder and subject to this waiver remains installed and used by Customer for at least twelve (12) consecutive months ("Minimum Waiver Term"). If this Agreement or any Service subject to this waiver is terminated or cancelled prior to the conclusion of the Minimum Waiver Term for reasons other than a default by CenturyLink, Customer shall be required, within thirty (30) days of such termination to repay (in addition to any applicable early termination fees set forth in the Agreement) the amount of the applicable CenturyLink NRC(s)waived pursuant to this section. N148329 (QLAGESZ) Page 18 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 I i CENTURYLINK°LOYAL ADVANTAGE®AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT ATTACHMENT COMPREHENSIVE MANAGEMENT LIMITED LETTER OF AGENCY between CITY OF KENT("Customer") and CenturyLink Communications, LLC flk/a Qwest Communications Company, LLC ("CenturyLink") This limited letter of agency ("LOA") hereby authorizes CenturyLink to act as the Customers agent for the limited purpose of contacting Customer's designated Local Exchange Carrier ("LEC"), Interexchange Carrier ("IXC"), Internet Service Provider ("ISP"), or customer premises equipment ("CPE") maintenance provider in conjunction with CenturyLink Network Management Service. Network Management Service activities will consist of working with Customers LEC, IXC, ISP, and/or CPE maintenance provider for the purpose of: (a)extracting information concerning transmission data elements carried over Customer's network connection; (b) identifying Customers links or data link connection identifiers ("DLCls"); (c) opening, tracking, and closing trouble tickets with the LEC, IXC, ISP, or CPE maintenance provider on Customers transport links or CPE when an alarm or fault has been detected; (d)dispatching CPE repair personnel on behalf of Customer to CPE for which a fault has been detected; and (e) discussing fault information with the LEC, IXC or CPE maintenance provider on behalf of Customer to facilitate resolution of the problem. CenturyLink does not assume any of Customer's liabilities associated with any of the services the Customer may use. The term of this LOA will commence on the date of execution below and will continue in full force and effect until terminated with 30 days written notice by one party to the other or until the expiration or termination of the Network Management Service, A copy of this LOA will, upon presentation to LEC, IXC, ISP, and/or CPE maintenance provider, as applicable, be deemed authorization for CenturyLink to proceed on Customer's behalf. CITY OF KENT ' Customer-C'ombany Name- / j uth rizeq Signature of Customer Print or Type Name AN" i Title E Date' N148329 (QLAGESZ) Page 19 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 CENTURYLINK°LOYAL ADVANTAGE"AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 1. General. CenturyLink QCC will provide Local Access Service ("Service") under the terms of this Service Exhibit, the Agreement and the RSS. 2. Service Description and Availability. 2A Description. Service provides the physical connection between the Service Address and the CenturyLink Domestic Network. Service includes any entrance cable or drop wire to, and equipment maintained by CenturyLink at the Demarcation Point, but does not include CPE, Extended Wiring, inside wiring, or other equipment not maintained by CenturyLink. Customer is responsible for any additional terminations beyond the Demarcation Point. All equipment owned by CenturyLink remains property of CenturyLink. Customer disclaims any interest in any equipment, property or licenses used by CenturyLink to provide Service. CenturyLink will not provide Service to a residential location, even if business is conducted at that location. Service is not a standalone service and Customer must purchase the Service in connection with another CenturyLink service for which a local loop is required. 2.2 Types of Service Technologies. CenturyLink uses the following different technologies to provide Service. Some technologies or speeds may not be available in all areas or with certain types of Service. (a) Special Access. "Special Access" means Service using digital signal bandwidths DSO, DS1 and DS3 or Optical Carrier signal bandwidths OC3, OC12, OC48 and OC192, (b) Ethernet Local Access ("ELA"). ELA is available at bandwidths varying from 1 Mbps to 1,000 Mbps (1G) and 10G (Cross- Connect Access only). ELA is available in the following options: Native Single-Class-of-Service(Cos) Low, Native Single-CoS Medium, Native Single-CoS High, Native Multi-CoS, ELA over SONET, or Ethernet Virtual Access ("EVA"). "Native Single-CoS Low" is a layer 2, switched, native service using a standard Ethernet offering from the local access provider. Native Single-Cos Low is not recommended for use with critical applications (i.e. voice), but is ideal for non-critical applications (i.e. Internet and email traffic). "Native Single-CoS j Medium" is a layer 2, switched, native service using a better-than-standard Ethernet offering from the local access provider. Native Single-CoS Medium is ideal for a combination of non-critical and/or critical applications; typically varying voice,video, and data. "Native Single-CoS High" is a layer 2, switched, native service using the best Ethernet offering from the local access provider. Native Single- CoS High is ideal for critical applications; typically predictable and reliable voice and data. Native Single-CoS Medium and Native Single-CoS High are only available with the following CenturyLink services: CenturyLink IQ® Networking Internet Port, Private Port or Enhanced Port with Secure Internet Gateway, E-Line, or Ethernet Private Line ("EPL"). Native Single-CoS Medium or Native Single- CoS High circuit speed must match the maximum CenturyLink IQ Networking port, E-Line, or EPL bandwidth. "Native Multi-CoS" is a layer 2, switched, native service closely aligning the CenturyLink IQ Networking QoS and the local access provider's Ethernet class of service offering and is only available with CenturyLink IQ Networking Private Port or Enhanced Port with Secure Internet Gateway. At Customer's discretion, Native Single-CoS Low, Native Single-CoS Medium, Native Single-Cos High, or Native Multi-CoS may be used to support Cos for critical applications (i.e. voice). "ELA over SONET" is a layer 1, SONET-based service. EVA is a layer 2, Ethernet- based service that provides customers with a premium non-oversubscribed connection with Fast E and Gig E connection types. Customer may experience delayed installation intervals due to construction requirements and available bandwidths may be limited due to distance and available Ethernet-supported facilities from the local access provider. (c) Wavelength Local Access. "Wavelength Local Access' means Service using wave division multiplexing technology. Wavelength Local Access is available at bandwidths of 1 GbE, 10 GbE LAN PHY, 2.5 G (OC48), 10 GbE WAN PHY (OC192), 40G, OTU1, OTU2, OTU3, 1G, 2G, 4G and 10G. (d) DSL Local Access. "DSL Local Access" means Leased Access using digital subscriber line ("DSL") technology. DSL Local Access is available at bandwidths varying from 128 kbps/64 kbps to 15000 Mbps/1000 Mbps. Customer may experience delayed installation intervals due to Construction requirements and available bandwidths may be limited due to distance and available DSL- supported facilities from the local access provider. (e) IP Connection. "IP Connection" is a Layer 3, symmetrical transport service that utilizes established dedicated IP and MPLS transport technologies. When purchasing IP Connection, Customer agrees that it will use the IP Connection only for the provision of either(i)wireline broadband Internet access(as defined in applicable Federal Communications Commission orders and regulations), or (ii) wireline broadband Internet access plus additional information services, with wireline broadband Internet access constituting a principal use. IP Connection provides connectivity between single Customer locations within an affiliate LEC metropolitan area and a "hub" location using industry standard dedicated IP and MPLS protocols. The transmission speed depends on the amount of bandwidth available at the respective Customer location, which may be dependent on available underlying technology at the location. Service is available over multiple designs, which may include but not be limited to symmetrical VDSL2 connectivity with MPLS transport supporting speeds up to 40140mg and symmetrical GPON connectivity with MPLS transport supporting speeds up to 1GAG, all providing an IP Connection over the given transport solution. 2.3 Types of Service. CenturyLink offers the following three types of Service: CenturyLink Provided Access, Customer Provided Access or Cross-Connect Access. 2.3.1 CenturyLink Provided Access. "CenturyLink Provided Access'or"CLPA" means either On-Net Access or Leased Access. (a) On-Net Access. For On-Net Access, Customer must be located in a CenturyLink designated building in which On-Net Access is generally available. On-Net Access is generally available as Special Access (except at the DSO bandwidth), ELA, and Wavelength N148329 (QLAGESZ) Page 20 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.012315 CENTURYLINe LOYAL ADVANTAGE°AGREEMENT LOCAL ACCESS SERVICE EXHIBIT Local Access. Depending on the Service Address, On-Net Access may be provided through an existing CPOP, newly built CPOP, existing intra-building local loop facilities, or connections to a third party provider where CenturyLink coordinates the connectivity between CenturyLink facilities and facilities of a service provider with whom CenturyLink is interconnected. On-Net Access is subject to the On-Net Service Level Agreement located at httD://vvww,centurvlink.com/legal/,which is subject to change. (b) Leased Access. Leased Access is generally available as Special Access, ELA, Wavelength Local Access and DSL Local Access at the bandwidths described in this Service Exhibit for those access types. Customer may request a specific local access provider for Leased Access from a list of available providers with whom CenturyLink has interconnect agreements. CenturyLink will attempt to use the Customer requested provider, but both final routing and the provider actually used will be chosen by CenturyLink. Where available for Special Access, ELA and Wavelength Local Access, Customer may request CenturyLink to provide a separate fiber facility path for a protection system between the local access provider's serving wire center and the Service Address ("Protect Route"). Protect Route uses backup electronics and two physically separate facility paths in the provisioning of Service. If the working facility or electronics fail, or the Service performance becomes impaired, the facility is designed to automatically switch to the Service protect path in order to maintain a near-continuous flow of information between locations. Special Access and ELA are also generally available as a central office meet point at a local access provider central office to which Customer has a dedicated connection. 2.3.2 Customer Provided Access. "Customer Provided Access" or "CPA" means a local loop that Customer orders from a local access provider to connect Customer's premises to the CenturyLink Domestic Network at a connection point specified by CenturyLink. CenturyLink will provide Customer with a limited letter of agency("LOA"), which is incorporated by this reference, authorizing Customer to act as Centuryl-ink's agent so that Customer's local access provider will connect Customers premises to the CenturyLink Domestic Network. Customer will also need to execute a CPA-DAR Addendum for CPA POP with ELA or Wavelength Local Access. Customer will pay a CPA charge to CenturyLink when Customer uses the fallowing: (a) Special Access CPA dedicated facilities or ELA CPA virtual local area network ("VLAN"), both of which are dedicated entrance facilities CenturyLink leases from a local access provider and that carry traffic only from CenturyLink; or (b) ELA CPA POP, which requires CenturyLink to provide space and power for the local access provider to install Ethernet equipment; or(c)Wavelength Local Access. Customer will pay a CPA charge to CenturyLink when Customer uses Special Access CPA non-dedicated facilities owned by local access providers and that carry traffic from multiple carriers, including CenturyLink, if the provider charges CenturyLink for those facilities. CPA ELA VLAN is an access type where CenturyLink will provision and assign an Ethernet virtual circuit from a CenturyLink POP to a Customer designated Ethernet facility leased from a common Ethernet service provider. This access will be used to connect to a CenturyLink VLAN assignment on a CenturyLink IQ Networking Internet or Private Port or E-Line. CenturyLink will not bill customer a CPA charge for an IP layer 3 expansion site because Customer, not CenturyLink, is responsible for ordering a cross-connect from the IP layer 3 expansion site manager to meet CenturyLink in the IP layer 3 expansion site's meet-me-room. CPA is the responsibility of Customer and CenturyLink will not pay for or troubleshoot components of CPA. 2.3.3 Cross-Connect Access. "Cross-Connect Access" or "XCA" means: (a) an intra-POP connection between certain Customer facilities with direct access to the CenturyLink Domestic Network and the CenturyLink backbone access point (either (i) located within CenturyLink's transport area where CenturyLink allows Customer to bring its own fiber directly to the CenturyLink fiber under an executed Direct Connect Agreement ("Direct Connect") or (ii) in an area where Customer has leased space in a CPOP, a remote collocation site, or a collocation hotel under a Telecommunications Collocation License Agreement or (b) a connection between a CenturyLink-determined data center and a CenturyLink IQ Networking Port, Optical Wavelength Service ("OWS"), or E-Line ("Data Center Access") under an executed CenturyLink TS Service Exhibit with a CenturyLink IQ Networking, OWS or E-Line Service Exhibit. Data Center Access is available in bandwidths of 100 Mbps, 1G, and 10G (CenturyLink IQ Networking and OWS only). Direct Connect requires splicing of Customer and CenturyLink fibers and cross-connection of individual circuits. 2.4 RSS. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents while using the Service, more than 10% of its usage will be interstate usage. 3. Ordering. Upon acceptance of an order for a Service, CenturyLink will notify Customer of CenturyLink's target date for the delivery of that Service ("Estimated Availability Date"). Once CenturyLink notifies Customer of the Estimated Availability Date for a Service, cancellation fees or Cancellation Charges set forth in the Cancellation section below will apply to any cancellation of that order. If Customer fails to respond to CenturyLink's requests to arrange for the installation of a Service when CenturyLink is ready, CenturyLink may consider the affected Servcie order canceled. CenturyLink will use commercially reasonable efforts to install each such Service on or before the Estimated Availability Date, but the inability of CenturyLink to deliver Service by such date is not a default under the Agreement or this Service Exhibit. 4. Charges. Customer will pay the net rates set forth in the attached pricing attachment or a quote for Service issued by CenturyLink if the rates for Service at particular Service Address are not included in the pricing attachment, including all applicable ancillary service charges. CenturyLink invoices MRCS in advance and NRCs in arrears. If the Start of Service Date for any Service falls on any day other than the first day of the month, the first invoice to Customer will consist of: (a) the pro-rata portion of the applicable MRC covering the period from the Start of Service Date to the first day of the subsequent month; and (b)the MRC for the following month. Charges for Service will not be used to calculate Contributory Charges. Customer will receive the rates for Service as shown on the pricing attachment regardless of whether an NPA/NXX split or overlay occurs. 4.1 Ancillary Charges. Ancillary charges applicable to Service include but are not limited to those ancillary services set forth in this section. If an ancillary charge applies in connection with provisioning a particular Service, CenturyLink will notify Customer of the ancillary charge to be billed to Customer. Customer may either approve or disapprove CenturyLink providing the ancillary service. N148329 (QLAGESZ) Page 21 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL vl.012315 i CENTURYLINK@ LOYAL ADVANTAGE°AGREEMENT LOCAL ACCESS SERVICE EXHIBIT (a) Expedite. A local loop expedite charge applies to orders where Customer requests the delivery of Service one or more days before the Estimated Availability Date. Customer may only request to expedite CenturyLink Provided Access of Special Access and ELA orders (where underlying local access provider allows CenturyLink QCC to order an expedited service.) (b) Extended Wiring. "Extended Wiring" means additional wiring required for orders where the Customer requested termination point for Service is not located in the same location as the Demarcation Point. The Demarcation Point is typically located at a suitable location in the basement or on the first floor of a Service Address where provision is made for termination of Centuryl-ink's outside distribution network facilities. Customer may only request Extended Wiring for(i) Special Access ordered as Leased Access, (ii) DSL Local Access, (iii) Ethernet Local Access (where available), and (iv) IP Connection. (c) Construction. Construction charges apply if special construction is required to extend Service to a Demarcation Point notI covered by Extended Wiring or other activities that may cause CenturyLink to incur expenses for provisioning the Service (e.g., special arrangements of LEG facilities or equipment required to activate the Service) ("Construction"). If Customer does not approve of the Construction charges after CenturyLink notifies Customer of the charges,the Service ordered will be deemed cancelled. i (d) Multiplexing. Customer may request multiplexing for Special Access where available. CenturyLink will multiplex lower level local loop into a higher local loop, or vice-versa, for an additional charge. CenturyLink offers multiplexing at a CPOP, at an On-Net Access building or at an ILEC/CLEC facility providing the Leased Access. For multiplexing at a CenturyLink On-Net Access building, CenturyLink provides multiplexed circuit handoffs to Customer at the same On-Net Access Service Address. For multiplexing at ILEC/CLEC facility, CenturyLink facilitates the delivery of multiplexed circuit handoffs to Customer at a single Service Address or at multiple Service Addresses per Customer's request. Multiplexing is generally available at DS1 and OCn circuit levels. Pricing for multiplexing at an ILEC/CLEC facility is on an individual case basis. (a) Changes. Ancillary change charge applies where Customer requests CenturyLink to change a local loop to a different Service Address that is within the same Customer serving wire center as the existing local loop, but a Cancellation Charge does not apply. S. Term; Cancellation. 5.1 Term. The term of an individual Service begins on the Start of Service Date for that Service and continues for the number of months specified in the attached pricing attachment for a particular Service Address or a quote for Service issued by CenturyLink if the rates for Service at particular Service Address are not included in the pricing attachment ("Initial Service Term"). Excluding voice loops and Data Center Access with a month-to-month Initial Service Term, the Initial Service Term will not be less than 12 months. Upon expiration of the Initial Service Term, Service will automatically renew for consecutive periods equal to the Initial Service Term length (a "Renewal Service Term'). CenturyLink may change rates at any time after the Initial Service Term, but will not change rates more than once during a Renewal Service Term. 5.2 Cancellation. Upon cancellation of a Service, Customer will remain liable for (a) charges accrued but unpaid as of the cancellation date (including MRCS, NRCs and Construction charges and other ancillary charges), (b) the amount of any NRCs that CenturyLink discounted or waived, if canceled during the first 12 months of the Initial Service Term and (c) any applicable cancellation fees and Cancellation Charges set forth below. (a) Leased Access and On-Net Access—Cancellation Before the Start of Service Date. Customer will pay the cancellation fee identified in the below table if cancellation of a Service order occurs before the Start of Service Date. If Customer accepted a Construction charge, Customer will also pay any unpaid construction charges incurred by CenturyLink. If CenturyLink notifies Customer that Construction is required to provision a Service order and Customer cancels that order before the Start of Service Date because Customer disapproves of the Construction charge, the cancellation fee does not apply. Leased Access and On-Net Access Service Bandwidtht Before Start of Service Date Cancellation Fee DSO (Leased Access only), DS1, DSL Local Access speeds up to $150 NRC 1536 Kb s/1.024 Mb s _ DS3, OCn, DSL Local Access speeds greater than 1536 Kbps/1.024 Mbps; all ELA speeds, all Wavelength Local Access speeds, all IP $500 NRC Connection speeds tincludes all types of Service Technology unless otherwise noted. (b) All Service Types—Cancellation After the Start of Service Date. If a Service is canceled by Customer other than for Cause, or by CenturyLink for Cause, before the conclusion of its Initial Service Term, Customer will pay a "Cancellation Charge" equal to: (1) 100%of the balance of the MRCS that otherwise would have become due for the unexpired portion of the first 12 months of the Initial Service Term, if any, plus (ii) 35% of the balance of the MRCS that otherwise would have become due for the unexpired portion, if any, of the Initial Service Term beyond the first 12 months. (c) Moves. When Customer requests that CenturyLink move a local loop to a different Service Address that is not within the same Customer serving wire center as the existing local loop such move will be deemed a disconnect of the current local loop to which a Cancellation Charge applies and a new install of a new local loop. N148329 (QLAGESZ) Page 22 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL 0.012315 CENTURYLINe LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT (d) Waiver of Cancellation Charges. CenturyLink will waive the Cancellation Charge for a cancelled Service: (i) When Customer cancels a Special Access ordered as Leased Access if it is (A) DS-3 or less, (B) is not part of a bundle or package offering that required Customer to order the local loop with other service components and (C) the local loop's Start of '.. Service Date was at least 12 months prior to the requested date of cancellation. j (ii) When Customer upgrades existing Special Access, Native Single-CoS Low/Medium/High, Native Multi-Cos, ELA over SONET, or Wavelength Local Access ("Existing CLPA Service')with new Service within the same specific type of Service technology at a higher Service speed (e.g., Special Access DS1 to Special Access DS3 or Native Single-CoS Low Fast E to Native Single- CoS Low Gig E)and with the same local access provider("Upgraded CLPA Service"). The Upgraded CLPA Service will have a new Service Term beginning on its Start of Service Date. If the type of Service technology changes when Customer upgrades Existing CLPA Service, Customer must pay Cancellation Charges. (a) Customer Provided Access—Cancellation of Connectivity after Start of Service Date. To cancel CPA, Customer must provide CenturyLink with a written disconnect firm order confirmation ("DFOC") notice from Customer's CPA provider along with notice to cancel the CPA. If Customer fails to provide CenturyLink with the DFOC notice within 30 calendar days after CenturyLink's receipt of the notice to cancel the CPA, or if CenturyLink disconnects CPA for Cause, then CenturyLink may disconnect the CPA or require the CPA provider to do so. Customer will remain liable for charges for the connectivity to CPA(even if Customer cannot use the CPA) until: (i) Customer furnishes the required DFOC to CenturyLink; or(ii) either party cancels the associated CPA with the CPA provider. 6. Grooming. If CenturyLink plans to groom a circuit on which Service is provided, CenturyLink will provide a grooming notice to Customer. For CPA dedicated facilities grooming, Customer will provide a signed LOA to CenturyLink so that CenturyLink can order the necessary changes. Within 20 calendar days after receipt of that notice, Customer will: (a) notify CenturyLink of its approval,which may not be unreasonably withheld; (b) state its reason for refusing; or (c) request that CenturyLink provide Customer with an LOA so Customer can order the necessary changes. Customer's failure to respond within the 20-day period will constitute approval of the groom. If the groom results in Customer incurring additional NRCs from its local access provider and Customer provides sufficient proof of the local access provider charge, CenturyLink will issue a credit to Customer equal to the local access provider NRC for each groomed circuit. If Customer refuses the groom for On-Net Access, CenturyLink will, upon 20 calendar days' prior written notice, cancel the Service on that circuit and assess a Cancellation Charge. When Customer does not respond to a CPA dedicated facilities grooming notice or refuses a CPA dedicated facilities groom, Customer must either: (a) provide CenturyLink with a LOA/CFA so that CenturyLink can have the local access provider cancel the circuit; or (b)work directly with the local access provider to cancel the circuit. If Customer does neither of these things, CenturyLink will pass through to Customer any costs incurred by CenturyLink from the local access provider as a result of the circuit remaining in place. "CFA" means circuit facility assignment of the CenturyLink facility, as identified by CenturyLink,to which Customer must order a local loop for connection to the CenturyLink Domestic Network. 7. Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. "CenturyLink Domestic Network" means the CenturyLink network located within the contiguous U.S. states and Hawaii, which is comprised only of physical media, including switches, circuits, and ports that are operated by CenturyLink. "CPOP" means a CenturyLink-owned physical point of presence that lies directly on the CenturyLink Domestic Network where direct interconnection between the CenturyLink Domestic Network and a local access providers network is possible. "Demarcation Point" means: (a) the physical interface between the CenturyLink Domestic Network and Customers telecommunications equipment or (b) the physical interface between a local access provider connecting the CenturyLink Domestic Network to Customer's telecommunications equipment. "Leased Access" means local backbone access circuits ordered and leased by CenturyLink from a local access provider chosen by CenturyLink. "On-Net Access" means local backbone access circuits provided solely on CenturyLink owned and operated facilities. "Service Address"means the business building where Customer receives the Service. "Start of Service Date" for each circuit is the date Customer accepts the circuit,following notification by CenturyLink that the local loop is ready. The ready notification will be via phone call or e-mail. Customer has five days from CenturyLink's ready notification in which to inform CenturyLink if the circuit fails to operate error-free. Within the five-day timeframe, if Customer neither informs CenturyLink about errors nor accepts the circuit, the circuit will be considered to have been accepted and the Start of Service Date to have commenced on the fifth day following CenturyLink's ready notification, regardless of whether Customer placed traffic over the circuit. If Customer informs CenturyLink of circuit errors within the five-day timeframe, CenturyLink will promptly take necessary, reasonable action to correct the errors, and upon correction, notify Customer that the circuit is ready. N148329 (Q LAG ESZ) Page 23 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.012315 CENTURYLINK°LOYAL ADVANTAGE°AGREEMENT LOCAL ACCESS SERVICE EXHIBIT PRICING ATTACHMENT Except as set forth in this Pricing Attachment, capitalized terms will have the definitions assigned to them in the Agreement or the Local Access Exhibit 1. Customer will pay the MRCS and Install NRCs for the Local Access Service selected. In addition, Customer will pay all MRCS or NRCs for any ancillary services provided as described in the Local Access Service Exhibit, including without limitation Construction charges. 2. Customer will pay the MRCS and NRCs set forth in the below table for the particular Service at the NPA/NXX or CLLI and/or Service Address listed. The MRCS and NRCs set forth below also apply to existing Service ordered prior to the effective date of this Pricing Attachment for the same NPA/NXX or CLLI and/or Service Address listed. The rate change for existing Service will become effective at CenturyLink's earliest opportunity, but in no event later than the second full billing cycle following the applicable effective date of this Pricing Attachment. All MRCS and NRCs set forth in the below table apply per circuit and not per Service Address. Any modifications to the NPA/NXX or CLLI or Service Address listed below will render the pricing below void, and Customer will pay the revised rates agreed upon by the parties for the correct NPA/NXX or CLLI or Service Address. The pricing contained in this Pricing Attachment represents pricing for the local access provider and route selected by CenturyLink. Customer requests for a specific local access provider or route may be subject to different pricing. -- Service -Local Loop Tracking Type of Term Circuit Speed Access Install NPAINXX ID Service Address Local Access in months Net t NRC te Service) MRC Ave, S. GigE 22D 4 253/856 150804111036 ELA- Native 36 months $800 00 $0.00 Kent, WA 98032 1000 Mops 3. Prior to ordering additional Local Access Services which are not specified above for a specific NPA/NXX and/or Service Address, Customer and CenturyLink must execute a separate amendment to this Agreement. I I N148329 (QLAGESZ) Page 24 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.040715 CENTURYLINKO LOYAL ADVANTAGE'AGREEMENT CENTURYLINK°SELECT ADVANTAGE'SERVICE EXHIBIT 1. General; Definitions. This Service Exhibit for Products and Services (collectively "Solutions") is attached to and subject in all respects to the CenturyLink Total Advantage or CenturyLink Loyal Advantage agreement between CenturyLink QCC and Customer. Capitalized terms not defined herein are defined in the Agreement. CenturyLink QCC will provide Solutions under the terms of the Agreement, the Service Exhibit, Purchase Order and/or SOW. This Service Exhibit may not be used for the purchase of voice, data or IP services. In the event of a conflict in any term of any documents that govern the provision of Solutions hereunder,the following order of precedence will apply in descending order of control: any SOW, any Detailed Description(s), this Service Exhibit, the Agreement, and any PO. With respect to the Agreement, "Service" is replaced by "Solution" as defined herein, and "Order Form" is replaced with "Purchase Order" as defined herein. "Change Order" means any change, submitted by Customer to CenturyLink or CenturyLink to Customer, to a SOW that was previously agreed upon by CenturyLink and Customer. Customer will be responsible for all charges related to such SOW Change Order. "CPE" means either: (a) Customer Purchased Equipment, or (b) Customer Premises Equipment; and consists of hardware, software and materials used in the transport and/or termination/storage of data and voice transmission. "Detailed Description(s)" means the terms and conditions of the Solution provided by CenturyLink which are posted at http:!/Arww.centurvlinkselectadvantage.com/. "Products"means CPE and Software offerings from CenturyLink. "Purchase Order' or"PO" means either(a) a written document issued by Customer for the procurement of Solutions from CenturyLink; or(b) a CenturyLink quote or service order signed by Customer. "Services" means offerings from CenturyLink that (a) install, maintain or manage CPE; or (b) support Customer network management objectives, or(c) are consulting, professional,technical, development, and/or design services. "Software" means software license offerings. "SOW" means a statement of work that provides specific details, agreed to by CenturyLink and Customer, relating to the Solution purchased under a PO or the SOW. Agreement on the terms of the SOW will be satisfied by CenturyLink sending the final version of the SOW to Customer; and Customers signature on the SOW. 2. CenturyLink Select Advantage Solutions. 2.1 Purchase. Customer may purchase Solutions by issuing a PO to CenturyLink, or executing an SOW. Customer's purchase of Solutions is subject to and controlled by Detailed Description(s) which are posted at htto://www.centurylinkselectadvantage.com/ and are incorporated by this reference. Customer must register to create a username and password the first time the Web site is accessed to view these Detailed Descriptions. By issuing a PO or executing an SOW with CenturyLink, Customer warrants that Customer has read and agrees to the terms and conditions of the Detailed Description(s). CenturyLink reserves the right to amend the Detailed Description(s) effective upon posting to the Web site. Customer's continued use of the Solution constitutes acceptance of those changes. If a PO issued by Customer contains any preprinted terms, those terms will not amend, modify or supplement this Service Exhibit in any way whatsoever, notwithstanding any provisions in a PO to the contrary. Any PO or SOW must (a) reference and incorporate this Service Exhibit and its Effective Date, (b) contain the Customer's exact legal name, and (c) include any other requirements as may be further described in the Detailed Description(s). 2.2 Limitation of Liability. IN ADDITION TO THE LIMITATION OF LIABILITY UNDER THE AGREEMENT, CENTURYLINK'S ',.. TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO SOLUTIONS PURCHASED UNDER THIS SERVICE EXHIBIT, UNLESS OTHERWISE STATED IN THE DETAILED DESCRIPTIONS OR SOW,WILL IN NO EVENT EXCEED: (A) FOR CLAIMS ARISING OUT OF PRODUCTS, THE AMOUNT OF THE PRODUCTS SET FORTH IN THE PO RELATING SOLELY TO THE AFFECTED PRODUCT; AND (B) FOR CLAIMS ARISING OUT OF NONRECURRING SERVICES, THE AMOUNT OF THE SERVICE SET FORTH IN THE PO OR SOW. 3. Term; Termination. This Service Exhibit will commence on the Effective Date of the Agreement (or, if applicable, an amendment to the Agreement if this Service Exhibit is added to the Agreement after its Effective Date), and will remain in effect until canceled by either party upon 30 days prior written notice to the other party, or as otherwise stated in the SOW. If Service is terminated for any reason other than Cause, Service may be subject to Termination Charges as set forth in the Detailed Descriptions or SOW. Termination will not affect obligations under Purchase Orders accepted prior to the effective date of termination, and this Service Exhibit will remain in effect as to such obligations in the event it would otherwise have terminated. 4. Charges. Charges for Solutions will be specified in each PO or SOW and are due and payable upon Customer's receipt of the invoice or as otherwise stated in the PO or SOW. Any payment not received within 30 days after the invoice date may be subject to interest charges as permitted by applicable law. Customer will not be eligible for any discounts or promotional offers other than those specifically set forth in an executed PO. I N148329 (QLAGESZ) Page 25 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL vl.040715 CENTURYLINK°LOYAL ADVANTAGE'AGREEMENT ISDN PRS, DSS, OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS 1. General; Definitions. In order to qualify for the pricing in the Pricing Attachment under this individual case basis service exhibit("Service Exhibit"), Customer must order the total circuits indicated on the Pricing Attachment for each state,for CenturyLink QC Integrated Services Digital Network Primary Rate Service ("ISDN PRS"), or Digital Switched Service ("DSS")with "Advanced"or"Basic" trunks, or Uniform Access Solution Service ("UAS") (individually and collectively referred to as the "Service"). The Minimum Circuits must be installed within 30 days of the Effective Date ("Ramp Period"), unless an installation delay is caused by CenturyLink, and must remain installed during the Term of this Agreement.. The circuits may be aggregated across Centuryl-ink's local serving areas in Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah,Washington and Wyoming. CenturyLink will provide Service under the terms of the Agreement, Tariff, and this Service Exhibit. CenturyLink may be required to submit this Service Exhibit and any subsequent addenda for the Service to certain regulatory agencies for approval because the rates and some terms in this Service Exhibit are being offered on an individual case basis ("ICB"). The service specific rates, and the terms and conditions in the Termination Section of this Service Exhibit ("ICB Terms") require filing with or approval by regulatory agencies. Although the general terms and conditions of this Service Exhibit are effective on the Effective Date, the ICB Terms will not become effective for a given jurisdiction until the filing and approval requirements for that jurisdiction are fulfilled. The Service will be offered in accordance with the applicable Tariff until the ICB Terms become effective. If Customer receives reduced pricing under this Service Exhibit and a regulatory agency later invalidates the ICB Terms after they had become effective, Customer will pay to CenturyLink any difference in the amounts listed in the applicable Tariff for the Service and the amounts Customer was charged for the Service. When approved by the regulatory agencies, Customer may add additional quantities of Services pursuant to the Service Changes Section under the same terms and conditions with no further filing required. In the event a regulatory agency does not approve this Service Exhibit, the parties will enter into good faith negotiations to mutually resolve the failure to receive the necessary approval. This Service Exhibit will remain in full force and effect for the Service in all other jurisdictions. Other than the ICB Terms in this Service Exhibit, the Service will be governed by: (i) the Tariff applicable to the Service; and (it) to the extent a comparable Tariff term or condition does not apply to the Service, the terms and conditions set forth in this Service Agreement. Capitalized terms not defined herein are defined in the Agreement. "Minimum Circuits"means the total circuits initially ordered for all states, as shown on each state's Pricing Attachment. "Minimum Service Period"means 12 months from the Start of Service date. "Pricing Attachment"means the document containing Rates, Service Term and other location-specific information,which is incorporated by reference and made a part of this Service Exhibit. "Rates"means the MRCS and NRCs for the Service. "Service Term" means the term length for Service on the Pricing Attachment(s), which will commence on the Start of Service date for the first Service added on the Pricing Attachment. "Start of Service" means the effective bill date of the service order to add Service to Customer's account, as evidenced by CenturyLink records. 2. Service. Service is subject to Tech Pub 77400 located at httD://ciwest.centurvlink.com/techpub/. 2.1 Service Description. (a) ISDN PRS. If Customer purchases ISDN PRS, CenturyLink will provide digital intral-ATA, intrastate, switched local exchange telecommunications service utilizing ISDN PRS technology that transports and distributes voice, data, image, and facsimile communications separately or simultaneously over the public, switched, local exchange network. An ISDN PRS circuit includes a DS1 facility, an ISDN PRS service configuration, and trunks. ISDN PRS operates at 1.544 megabits per second (Mbps). ISDN PRS may be configured as 23 B channels and one D channel, 24 B channels only (24B), or 23 B channels and one back-up D channel (23B+BUD). Each B channel transmits voice or data at 64 kilobits per second (Kbps). The D channel carries signaling information at 64 Kbps. (b) ISDN PRS-UAS. If Customer purchases ISDN PRS, Customer may also select Uniform Access Solution service as an optional feature as that service is defined in the Tariff under Primary Rate Service. An ISDN PRS-UAS circuit provides digital service with single-number route indexing, which includes a DS1 facility with common equipment, and a network connection which provides for local exchange, toll network access. Each DS1 facility utilizes channels configured as: (i) in-only trunking; or(ii)two-way trunking. (c) DSS. If Customer purchases DSS, CenturyLink will provide Customer with a circuit that includes a digital DS1 facility, common equipment to interconnect with Centuryl-ink's local exchange switching office and Advanced or Basic flat-usage trunks and DID trunk termination for access to the local exchange and toll networks. DSS Advanced and Basic operates at a maximum speed of 1.544 Mbps. (d) UAS. If Customer purchases UAS, CenturyLink will provide Customer with a digital circuit with single-number route indexing, which includes a DS1 facility with common equipment, and a network connection which provides for local exchange, toll network access. Each DS1 facility utilizes channels configured as: (i)in-only trunking;or(it)two-way trunking. N148329(QLAGESZ) Page 26 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.040715 CENTURYLINI LOYAL ADVANTAGE°AGREEMENT ISDN PRS, DSS, OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS 2.2 Service Provided. (a) CenturyLink will provide and maintain the Service at the locations specified in the Pricing Attachment(s), and as requested on any subsequent order for Service or amendment to this Agreement. (b) CenturyLink will notify Customer of the date Service is available for use. In the event Customer informs CenturyLink that it is unable or unwilling to accept Service at such time, the subject Service will be held available for Customer for a period not to exceed 30 business days from such date ("Grace Period"). If after the Grace Period, Customer still has not accepted Service, CenturyLink may either: (i) commence with regular monthly billing for the subject Service; or (l) cancel the subject Service. If Customer cancels an order for Service prior to the date Service is available for use, or is unable to accept Service during the Grace Period and CenturyLink cancels the Service at the end of the Grace Period, the Tariff cancellation charges may apply. 2.3 Customer Responsibilities for 911 Call Routing. (a) If customer purchases ISDN PRS or DSS Advanced under this Agreement, Customer understands and acknowledges that the PBX's main number Automatic Number Identification (AN[)may be forwarded to a Public Safety Answering Point("PSAP")during a 911 call. DID digits assigned to a PBX station may not be used for 911 calls unless an Automatic Location Identification(ALI) record has been created for the DID number. (b) Customer's PBX must be capable of recognizing"911"or"9911"digits as a complete dialing sequence, and routing those calls as an outbound local call. (c) Customer hereby agrees to release CenturyLink from any liability if an incorrect telephone number is forwarded to a PSAP as a result of PBX, ISDN PRS or DSS Advanced signaling parameters set by Customer. 2.4 Service Changes. (a) Moves. Customer may move the physical location of all or part of a Service to another location within a CenturyLink serving area, provided the following conditions are met: (i) Service moved to the new location is provided to Customer by CenturyLink; (ii) Customer advises CenturyLink that Service at the new location replaces the existing Service; (III) Customer's request for disconnection of the existing Service and installation of the Service at the new location are received by CenturyLink on the same date; (iv) Customer requests that CenturyLink install the Service at the new location on or prior to the disconnection date of the existing Service; and (v) Customer agrees to pay all applicable rate and charges for the requested move and Service at the new location. (b) Additions to Service. Service may be added under a Pricing Attachment up to 12 months prior to the expiration date its Service Term, at the MRCS specified therein. CenturyLink will supply such additions to Customer, subject to the following conditions: (i) the necessary facilities are available as determined by CenturyLink to provide the Service; and (it) a new Minimum Service Period is established for each new addition to Service. If the Service being added is not itemized in the Pricing Attachment, Customer agrees to execute a written amendment evidencing such addition to Service. (c) Additions During Last 12 Months of Term. Service ordered during the last 12 months of a Service Term must be added (a) pursuant to a written amendment to add Service with a new Minimum Service Period under a new Pricing Attachment; or (b) on a month-to-month basis at the rates in effect in the Tariff. 2.5 Out-of-Service Credit. If CenturyLink causes a Service interruption,an out-of-service credit will be calculated under the state local exchange Tariff. If there is no applicable Tariff and the interruption lasts for more than 24 consecutive hours after CenturyLink receives notice of it, CenturyLink will give Customer a credit calculated by dividing the MRC for the affected Service by 30 days and multiplying that daily rate by the number of days that Service was interrupted. 2.6 Use of Service. Customer represents and warrants that it will use ISDN PRS and its optional features for communication purposes only. If CenturyLink determines that ISDN PRS or any optional feature is being used inappropriately, CenturyLink may disconnect the ISDN PRS service or feature without notice in accordance with any applicable termination provision of the Tariff, and the Termination Charges specified in the Termination section below may apply. 3. Exhibit/Service Term; Termination. 3.1 Exhibit/Service Term. This Service Exhibit will begin on the Effective Date of the Agreement (or an amendment to the Agreement if Customer adds this Service Exhibit after the Effective Date of the Agreement) and will continue until the expiration or cancellation of the last to expire (or cancel) Service ("Exhibit Term"). The Service Term for each Service will be indicated on a Pricing Attachment. Each Service ordered will have its own Minimum Service Period. Any Service installed for 12 consecutive months prior to being added under a Pricing Attachment will be deemed to have met the Minimum Service Period. At the conclusion of the Service Term, the MRC will revert to the month-to-month rate in the Tariff, unless Service is renewed for a new Service Term on a Pricing Attachment or new agreement. 3.2 Termination. (a) Either party may terminate Service under this Service Exhibit in accordance with the applicable Tariff or for Cause. Customer may disconnect the number of "Permitted Disconnects" indicated on the Pricing Attachment, if any, without incurring a Termination Charge; provided that such Service has satisfied the requirements of the Minimum Service Period before any termination may be N148329(QLAGESZ) Page 27 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.040715 f CENTURYLINK°LOYAL ADVANTAGE°AGREEMENT ISDN PRS, DSS, OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS effective. If, prior to the conclusion of the Service Term, Service is terminated in excess of the Permitted Disconnects, either by CenturyLink for Cause or by Customer for any reason other than Cause, then Customer will also be liable for 100% of the MRC for terminated Service in excess of the Permitted Disconnects times the number of months (or fraction thereof) remaining (if any) in the Minimum Service Period, and 50% of the MRC times the number of months (or fraction thereof) remaining in the Service Term after the Minimum Service Period ("Termination Charge"), If no Permitted Disconnects are indicated on the Pricing Attachment, Customer will pay the Termination Charge for each circuit terminated, either by CenturyLink for Cause or by Customer for any reason other than Cause, prior to the Service Term. (b) A Termination Charge will be waived when all of the following conditions are met: (i) Customer discontinues Service and signs !, a new service agreement(s)for any other CenturyLink provided service(s); (ii) the new service agreement(s) have a total value equal to j or greater than 115% of the remaining prorated value of the existing agreement(s) (excluding any special construction charges, applicable nonrecurring charges, or previously billed but unpaid recurring and nonrecurring charges); (iii) Customer places the orders to discontinue the Service and establish new service at the same time (within 30 calendar days of each other if service is in New Mexico); (iv) the new service(s) installation must be completed within 30 calendar days of disconnection of the Service, unless such installation delay is caused by CenturyLink; and (v) a new minimum service period, if applicable, goes into effect when the new service agreement term begins. The waiver does not apply to changes between regulated and unregulated or enhanced products and services. 3. Charges. 4.1 Charges for the Service are as set forth in the Pricing Attachment. Customer will pay the total MRC and NRC for the Service specified in the Pricing Attachment. For Service requested on any subsequent orders or amendments to this Agreement, Customer will also pay the total MRC and Ni specified on the subsequent orders or amendments. The MRC for the Service is based on the then current Service Term set forth in the Pricing Attachment and will not change during the Service Term provided that the Minimum Circuits are installed by the end of the Ramp Period and the total circuits do not drop below the Minimum Circuits threshold. If due to Customer's request, actions or failure to act, the Minimum Circuits are not installed by the end of the Ramp Period or drop below the Minimum Circuits threshold, CenturyLink may adjust the pricing and Permitted Disconnects defined herein based on the actual number of circuits installed. Such adjusted pricing will be effective immediately following the rate adjustment. Customer will not be eligible for any discounts or promotions other than those specifically set forth herein. Such promotions will not be effective unless the applicable promotion term sheet is appended to this Service Exhibit. 4.2 If the MRCS herein are based upon Customers intent to transition DS1 facilities to contracted DS3 or higher facilities ("Higher Facility") when available as indicated in a Pricing Attachment, Customer will have ten business days from the date the contracted Higher Facility is installed to migrate the Service contained herein to the contracted Higher Facility. In the event Customers Service is not migrated, ,' a pricing adjustment will be made to all DS1 facilities in service. The adjustment will be retroactive to the original installation date, as evidenced by CenturyLink records, and will be the difference between the rates provided herein based on the facilities riding a Higher Facility and the applicable rates for facilities not riding a Higher Facility. 4.3 If Service is not available in Customer's wire center, standard interoffice private line mileage charges ("Mileage MRC" and "Mileage NRC")for transport between switches will apply in addition to the rates and charges for the Service. ATTENTION: FINAL EXECUTED AGREEMENT, THIS SERVICE EXHIBIT AND THE PRICING ATTACHMENT MUST BE FORWARDED TO THE APPROPRIATE STATE REGULATORY FILING MANAGER. I N148329 (QLAGESZ) Page 28 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL vl.040715 CENTURYLINK° LOYAL ADVANTAGE°AGREEMENT ISDN FRS, DSS, OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS FOR THE STATE OF WASHINGTON PRICING ATTACHMENT CITY OF KENT Customer Service Term: 36 Months _ AQCB Contract Number: Type of Service USOC &MRC/line for NRC 36 month Term PRS Voice/Data DS1 ZPG63 $325.00 $0.00 -Service Location CircuitlDor Type of Servi Higher Facility Qty Total MRC ce including City and State BTN (Yes or No) per location 220 4 Ave, S FIRS Voice/Data DS1 Kent,WA 98032 USOC: ZPG63 No 2 $650.00 24611 116 Ave, SE FIRS Voice/Data DS1 Kent,WA 98032 USOC: ZPG63) No 1 $325.00 Total MRC: $975.00 Total Circuits: 3 ' N148329 (QLAGESZ) Page 29 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.040715 ��, CENTURYLINe LOYAL ADVANTAGE°AGREEMENT LINE VOLUME PLAN SERVICE EXHIBIT 1. General; Definitions. Customer hereby agrees to the terms of the CenturyLink QC Line Volume Plan ("CLVP") described in this '... service exhibit ("Service Exhibit"). Unless otherwise indicated, CenturyLink provides CLVP in accordance with the Tariff. The Contributory Access Lines and Discount Eligible Services (collectively the "Service") described herein are provided in accordance with, '.. and governed by the Tariff applicable to the Service. To the extent a comparable Tariff term or condition does not exist, CLVP will be governed by the terms and conditions set forth in the Agreement and this Service Exhibit. This offer may not be provided in conjunction with any other local voice volume discount plan. Capitalized terms not defined herein are defined in the Agreement. "14 States" means CenturyLink's local service areas in Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah,Washington and Wyoming. "Annual Period"means each consecutive twelve month period following the Discount Effective Date. "Contributory Access Lines" means the aggregate number of Customer's existing and new local business exchange access lines identified on Pricing Attachment - Exhibit 2 of this Service Exhibit, that will be considered for purposes of determining the applicable Line Tier identified on Pricing Attachment- Exhibit 1 of this Service Exhibit. Contributory Access Lines are Flat Business Lines with or without CenturyLink Packages, Centrex 21 and Utility Line in CenturyLink's local service areas in the 14 States, The Contributory Access Lines will be aggregated across the 14 States, and will be determined conclusively by CenturyLink records. "Discount Effective Date"means the effective bill date of the first service order to add CLVP to Customer's account. ', "Discount Eligible Services" are Flat Business Lines, Hunting associated with Flat Business Lines, CenturyLink Choice TM Business (USOC PGOQL only), Business Plus (USOC PGOQM only), Business Add-A-Line, and Business Prime in Centuryl-ink's local serving area in the 14 States. "Line Count"means an audit conducted by CenturyLink to determine the number of Customer's operational Contributory Access Lines. "Line Tier"means the line tier chosen by the Customer based on the number of Contributory Access Lines. "Minimum Line Requirement"means the low end of the Line Tier selected by Customer. "CLVP Term" means the term length for CLVP,which will commence on the Discount Effective Date. "CenturyLink Packages" are CenturyLink ChoiceT" Business (USOC PGOQL and PGOBA), Business Plus (USOC PGOQM, PGOQX and PGOQY), Business Add-A-Line, Business Prime,Two-Line Business, Business Line Plus and CustomChoice®for Business. "Rates" means the net rates that will be derived by applying discounts to the Tariff month-to-month rates for Discount Eligible Services which will appear as a credit on each monthly bill. "Shortfall Charge"equals the difference between the Minimum Line Requirement and the Line Count multiplied by$60. "Termination Charge" equals the Minimum Line Requirement multiplied by $15, multiplied by the number of months remaining in the CLVP Term. 2. Service. 2.1 Description. CLVP provides discounted rates on Discount Eligible Services based on Customer's purchase of 10 to 3,000 Contributory Access Lines, as more fully described herein. 2.2 Contributory Access Lines, Line Tier and Rates. Based on 141 Contributory Access Lines, Customer will pay the Rates for Services listed on Pricing Attachment-Exhibit 1 of this Service Exhibit for the 50-499 Line Tier and CLVP Term on each monthly bill for all Discount Eligible Services purchased during the CLVP Term. The Rates will (a) not change during the CLVP Term of this Service Exhibit; (b) commence on the Discount Effective Date; (c) not be applied to more than 3,000 Discount Eligible Service lines; and (d) terminate upon expiration of the CLVP Term and Service will continue at the applicable month-to-month rate and terms of the Tariff. 2.3 Minimum Line Requirement; Annual Audit, Shortfall Charge. Based on the Line Tier, Customer must maintain the Minimum Line Requirement of 50 Contributory Access Lines during the CLVP Term. At the end of each Annual Period CenturyLink will conduct a Line Count. If the Line Count fails to meet or exceed the Minimum Line Requirement, Customer will promptly pay to CenturyLink a Shortfall Charge. If Customer is charged a Shortfall Charge, CenturyLink may subsequently conduct quarterly audits and apply Shortfall Charges until Customer meets the Minimum Line Requirement. In no event will the number of actual Contributory Access Lines in excess of Customers Minimum Line Requirement in a particular Annual Period be "rolled back" or"carried over" for purposes of achieving Customer's Minimum Line Requirement in a prior or subsequent Annual Period. 2.4 Changes. Customer may move or add Service ("Change") if CenturyLink commercially offers such Change, and Customer agrees to pay all applicable charges related to such Change. Such Change will be subject to the terms and conditions of the Tariff. Rates for added Service will (a) commence on the effective bill date of the service order to add CLVP to the additional Service; (b) not N148329 (QLAGESZ) Page 30 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.080811 CENTURYLINK° LOYAL ADVANTAGE°AGREEMENT LINE VOLUME PLAN SERVICE EXHIBIT be retroactive to the Discount Effective Date; and (c)terminate upon expiration of the Term. Additions to the Contributory Access Lines will not change the Rates under this Agreement. The Contributory Access Lines and any Change, will be determined conclusively by CenturyLink records. 3. ExhibiNService Term; Termination. 3.1 Exhibit/Service Term. This Service Exhibit will begin on the Effective Date of the Agreement (or an amendment to the Agreement if Customer adds this Service Exhibit after the Effective Date of the Agreement) and will continue until the last to expire (or cancel) CLVP ("Exhibit Term"). The CLVP Term will be indicated on Pricing Attachment- Exhibit 1 of this Service Exhibit. If Service continues at the conclusion of the CLVP Term, the Rates will terminate and the MRCS will continue at the applicable month-to-month rate, unless a new CLVP Term is established on Pricing Attachment- Exhibit 1 and 2 or a new agreement. 3.2 Termination. Customer understands that, if prior to the conclusion of the CLVP Term, Customer terminates Service or this Service Exhibit in its entirety then Customer will be liable for the Termination Charge. Such charge will be waived if at the same time Service or this Service Exhibit is terminated, Customer enters into a new agreement for any other CenturyLink provided service(s) and the total value of the new service agreement, excluding any nonrecurring and special construction charges, equals or exceeds the Termination Charge, which will be considered the remaining value of the terminated CLVP. The waiver does not apply to changes between regulated and unregulated or enhanced products and services. 4. Charges. Charges for the Service will be the Rates listed on Pricing Attachment- Exhibit 1 of this Service Exhibit. The Rates will be used to calculate Contributory Charges. Customer will not be eligible for any discounts or promotions other than those specifically set forth herein. Such promotions will not be effective unless the applicable promotion term sheet is appended to this Service Exhibit. i i N148329 (QLAGESZ) Page 31 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.080811 CENTURYLIW LOYAL ADVANTAGE'AGREEMENT LINE VOLUME PLAN SERVICE EXHIBIT PRICING ATTACHMENT-EXHIBIT 1 MONTHLY RATES FOR DISCOUNT ELIGIBLE SERVICES Customer: CITY OF KENT Contributory Access Lines= 124 Line Tier=50-499 Minimum Line Requirement=50 I Discount Eligible Services "1 FB"= Flat Business Lines (1 FB, 1 FL, 1 FA,AFK,AFV, HFB) Hunting on 1 FBs will be discounted 95% in Wyoming and provided at no additional charge in the remaining 14 States. "CCB" =CenturyLink Choice TM Business (PGOQL only) "CCB Plus"=CenturyLink Choice TM Business Plus (PGOQM only) "CCB AAL" =CenturyLink Choice TM Business Add-A-Line (PGOQN) "CCB Prime" =Centu Link Choice TM Business Prime PG COT Monthly Discounts 1FB CCB CCB Plus CCB AAL CCB Prime Washington $22.99 3 yr 50-499 $25.99 3 yr 50-499 $26.99 3 yr 50-499 $23.99 3 yr 50-499 $24.99 3 yr 50-499 i N148329 (QLAGESZ) Ii Page 32 of 34 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.080811 CENTURYLINe LOYAL ADVANTAGE®AGREEMENT LINE VOLUME PLAN SERVICE EXHIBIT PRICING ATTACHMENT-EXHIBIT 2 Customer: CITY OF KENT Contributory Access Lines and (USOCs) Discount Eligible Not Discount Eligible "Flat Business Lines (1FB, 1FL, 1FA,AFK,AFV, HFB) Flat Business Lines (AF4, BHS, 7FB) Utility Line (AWL) Centrex 21 (RXB, EPB, R4X,XRW,XRS, RSX, R4V, R6X) ** Flat Business Lines with the following CenturyLink Choice packages will only receive the package discount as shown on Exhibit 1. CenturyLink ChoiceTM Business (PGOQL only) CenturyLink Choice TM Business Plus (PGOQM only) CenturyLink ChoiceTM Business Add-A-Line(PGOQN) CenturyLink ChoiceTM Business Prime (PGOQT) NOTE: CenturyLink Choice package USOCs should not be included in the Contributory Access Line count. TOTAL Contributory Access Lines: 124 Customer certifies that the Contributory Access Lines (a)exist under the Billing Telephone Numbers ("BTN")shown below•, or (b)will be installed at the Service Address(es)shown below. BTN/USOC/QTY BTN/USOC/QTY BTN/USOC/QTY 1253-981-6793 1FB 11 I253-856-1783I 1FB I I253-373-9088I 1FB I I 253-981-6794I 1FB 11 253-856-1924 1FB 1 I253-373-9089 1FB 11 I253-981-6795I1FBI1I I253-859-7804I 1FB I1 I253-373-90901FB1 I253-981-6796I 1FB I1I I253-520-2348I 1FB I1 I253-520-3104I1FB1 1253-859-53481IFBII1 1253-520-3192 1FB 1 I253-520-3106I1FB 1 253-859-5395I1FBI1 I253-520-3234I1FBI1I I253-520-3107I1FBIII 253-859-54651FBI1 I253-520-3235 1FB I1I I253-520-3149I1FBIII 253-520-8962I 1FB 11 I253-856-4625 1FB 1 1253-520-4993 1FB I I 206-870-2429 11 FBI 1 253-480-2318 1 FB 11 1253-520-6524 1 FB 11 I 206-878-4302 11 FBI 1 I 1253-850-6330 1FB 11 253-859-2651 1 FBI 1 425-432-5035 1FB 1 I253-850-61101 WB 11 I 1253-859-31381 1FB I I 1253-856-1871 1FB 1 I 1253-854-0070 1 FB 11 253-859-3582 11 FBI 1 253-520-8751 1 FB 1 1253-854-4653 1FB 11 I 253-859-3754 11 FBI 1 253-639-3538 1FB 1 253-854-0016 1FB 1 1253-859-4457 11 FBI I 253-639-3548 1FB 1 253-850-1213 11FB 1 253-859-6480 1 FBI 1 253-850-0996 1FB 1 253-850-5912 11FB 11 I 1 253-856-1839 1 1 FB 11 I 253-850-5916 1FB 1 I253-850-0426I1FB1 253-859-7782 1FB 11 I253-833-8463I 1FB I 253-872-5290I 1FB 11 253-850-1796 1FB I 1 253-520-6762 1 1FB 11 253-859-4930 1FB I 253-520-7782I 1FB 11 253-852.3695I 1FB 1 I 253-520-8790I1FB 1 I253-373-9235I1FBII '.. 253-520-8932 1 FB 1 1253-854.2462 11 FBI 1 I 253-638-6507 1FBI1 I253-854-2818I1FBI1 253-850-5869I 1FB 11 I I253-854-2159I 1FB 11 I 253-850-5917I1FBI1 I253-854-2398 1FB 1I 253-520-8828 11 FBI 1 253-437-2051 1FB 1 I 253-813-0427 1FB 1 253-437-2052 1FB 11 I 1253-813-0567 I FB 1 I 1253-437-2053 1 FB I I I253-859-1429 1FB 1 I I253-850-8328 1FB I I 1253-859-4194 1FB 1 I (253-850-8329 1 FB I I 253-854-2957 1FB 1 1253-850-8330 1FB I I 253-859-4197I 1FB 1 I253-852-9253I 1FB I 1 I 1253-872-3643 1FB 11 253-854-7945 11FB 1 I 1253-630-8529 1 FBI 1 253-854-4955 11 FBI I I253-872-731411FB 11 I I253-854-5024 1FB I 1253-630-296311FB111 1253-630-0670I1FB I 1253-630-29541 1FB 11 I 1253-631-7239I 1FB 1 N148329 (QLAGESZ) Page 33 of 34 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.080811 CENTURYLIW LOYAL ADVANTAGE`"'AGREEMENT LINE VOLUME PLAN SERVICE EXHIBIT 1 253-639-3306 1 1FB 1 1 1 1253-638-83541 1FB 1 1 1 1253-859-09871 1FB 11 I 1253-639-1861 11 FB 11 I 1 253-631-5014 1 1 FB 11 11 253-852-9869 11 FB I I I 1 253-850-1191 11 FB 11 11 253-854-4330 11 FB 11 1 1 253-630-1395 1 1FB 11 I 1253-856-16851 1FB 11 1 1 253-631-2502 1 1FB 11 11253-856-0181 11FB 11 1 1 253-638-3136 1 1FB 11 1 1253-859-241711FB 11 I 1 253-638-3170 1 1FB 11 1 1253-859-289611FB 11 I 1 253-638-3192 1 1FB 11 1 1253-856-2081 11FB 11 I 1253-638-320211F13111 360-886-9322 1 1FB 11 1 1 253-638-7428 1 1FB 11 I 1253-852-40771 1FB 11 1 I253-638-70811 1FB 111 1253-852-59331 1FB III 1 253-850-0818 1 1 FBI 1 1 253-856-0543 1FB 1 1 253-850-1408 1 1FB 1 1 253-373-1568 1F13 I 1253-854-2976 1FB 1 1253-373-90861 1FB 1 1 253-852-6349 1 FBI 1 I 1 253-373-9087 1 1 FBI 1 I i N 148329 (Q LAG ESZ) Page 34 of 34 ©Centuryl-ink, Inc.All Rights Reserved. CONFIDENTIAL v1.080811 OFFICE OF THE CITY ATTORNEY CIVIL DIVISION 220 01 Avenue South • Kent,WA 98032 KEN T Fax: 253-856-6770 WA7H1NOiON PHONE: 253-856-5770 Memo To: Suzette Cooke, Mayor From: James Endicott, Technical Service Manager CC: Mike Carrington, Information Technology Director Date: June 21, 2016 Re: Request for waiver of competitive bid requirement for purchases under KCC 3.70.110(A) for Telecommunication Services The City's Information Technology Department is requesting you waive the competitive bid requirement under the waiver authority provided for in KCC 3.70.110(A) for the purchase of telecommunication services from Centuryl-ink. Under KCC 3.70.080, competitive bids are required for purchases over $65,000. However, this bid requirement may be waived by the mayor upon a finding that either: (1) the materials, supplies, equipment, or services are clearly and legitimately limited to a single source of supply within the near vicinity, (2) or that the materials, supplies, equipment, or services are subject to special market conditions, or involve special facilities or services, or (3) that a bid or the bidding requirements of KCC 3.70.080 would otherwise not be practicable or in the city's best interest under the circumstances, in which instances the purchase may be best established by direct negotiation. Our current telecommunication provider purchases services directly from Century Link and resells them to the City of Kent. When there are network outages and time is critical, we must first open a ticket with our current provider who will then open a ticket with Century Link. Having a relationship directly with Century Link will decrease time of outages. We are currently on a month-to-moth agreement with our current provider for telecommunication services and undergoing a timely RFP is not in the City's best interest as less than standard rates have already been negotiated for the City of Kent. If you approve of this waiver under KCC 3.70.110(A), the Information Technology Department requests that you indicate your approval by signing below. The resulting contract will be taken through the committee and council approval process as required by KCC 3.70.240(A). CITY OF -5uze. a ook , Mayor/ Vi U:\Documents\Waiver Revised.docx 4^ '60�n�� 111'-ZKENT Agenda Item: Consent Calendar - 7F WASHINGTON TO: City Council DATE: July 19, 2016 SUBJECT: CenturyLink Loyal Advantage Agreement for Telecommunications Support and Services - Authorize MOTION: Authorize the Mayor to sign CenturyLink's Loyal Advantage Agreement, in the amount not to exceed $140,000.00, for communications hardware and services, subject to final terms and conditions acceptable to the Information Technology Director and City Attorney. SUMMARY: At this time we have multiple vendors providing different aspects of our telecommunications hardware and services. Our current providers purchase services directly: from CenturyLink and resell them to the City of Kent. By consolidating multiple vendors to a single vendor relationship with CenturyLink, we are able to realize faster incident resolution times and an estimated savings of $36,000 per year. EXHIBITS: 1) CenturyLink Loyalty Advantage Agreement 2) City of Kent Shoretel Maintenance Worksheet 3) Memo Dated June 21, 2016 RECOMMENDED BY: Operations Committee YEA: Thomas, Boyce, Ralph NAY: BUDGET IMPACTS: 1) IT Operational funds were earmarked in the 2015-2016 Budget in the amount of $141,000 for Telecommunication Services and $35,000 for maintenance services. 2) Estimated savings of $36,000 per year 5 INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington, Director Phone: 253-856-4607 Fax: 253-856-4700 KENT WASH I N G-G N Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: July 5, 2016 TO: Operations Committee FROM: James Endicott, Information Technology Technical Services Manager SUB3ECT: CenturyLink Loyal Advantage Agreement for Telecommunications Support and Services -Recommend MOTION: Recommend Council authorize the Mayor to sign CenturyLink's Loyal Advantage Agreement, in the amount not to exceed $140,000.00, for communications hardware and services, subject to final terms and conditions acceptable to the Information Technology Director and City Attorney. SUMMARY: At this time we have multiple vendors providing different aspects of our telecommunications hardware and services. Our current providers purchase services directly from CenturyLink and resell them to the City of Kent. By consolidating multiple vendors to a single vendor relationship with CenturyLink, we are able to realize faster incident resolution times and an estimated savings of $36,000 per year. Due to the benefits the City would realize by contracting directly with CenturyLink, the Mayor granted Information Technology's request to waive the competitive bid requirements of KCC 3.70.080 and authorized the department to contract directly with CenturyLink. A copy of that waiver is attached. CenturyLink has provided the City with its Loyal Advantage Agreement. The Law Department has reviewed this Agreement and provided comment to Information Technology regarding its concerns. Information Technology is currently working with CenturyLink to discuss the Law Department's concerns and amend the Agreement as appropriate. EXHIBITS: 1. Century Link - N148329 City of Kent_CLA (Agreement) a. Shoretel Maint & Sprt Quote - 2016 - City of Kent Shoretel Maint Worksheet 2. 2016-07-05 - MEMO - RequestForWaiver - CenturyLink (Signed) BUDGET IMPACT: 1. IT Operational funds were earmarked in the 2015-2016 Budget in the amount of $141,000 for Telecommunication Services and $35,000 for maintenance services. 2. Estimated savings of $36,000 per year REQUEST FOR Y ' SIGNATURE Routing Information: (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) r '� Approved by Drect�r i 1 Originator: James Endicott Phone (Originator): 253-856-4620 Date Sent: 08/31/2016 Date Required: 09/02/2016 Return Signed Document to: Contract Termination Date:' Lynnette Smith 09/15/2019 VENDOR NAME: Date Finance Notified: S t✓BntU Link (Only required on contracts ry. 20 000 and over or on any Grant DATE OF COUNCIL APPROVAL: Date Risk Manager Notified:0$ 31 2016 07/19/20 6 (Required on Non-CityStandard Contracts A reements Has this Document been Specifically Account Number: 52001740.64830. 1800 Authorized in the Budget? ® YES NO Brief Explanation of Document: Authorize the Mayor to sign Centuryl-ink's Loyal Advantage Agreement, in the amount not to exceed $140000.00 for communications hardware and services, subject to final terms and conditions acceptable to the Information Technology Director and City Attorney. Budget'Impact:' 1) IT Operational funds were earmarked in the 2015-2016 Budget in the amount of $141,000.00 for Telecommunication Services and $35,000.00 for maintenance services.` 2) Estimated savings of$36,000.00 per year ,. , AllC,pn p�s of ted Through The Law Department " (This area to be completed by the Law Department) Received: Approval of Law Dept.: ut F Caw Dept. Comments: Date Forwarded to:Mayor: r ed Areas To Be Completed ByAdminis�ra�' n Staff Received: f Nk Recommendations and Comments: T ti^, , -' r.„. .g �'�.>�b'�,5� �j�i F..���G'4^✓ . { �j.�iJ44t3 1 Ai-�l Disposition. RECENED Date Returned L r" q i umy� , ing1R¢Gu-1'IF daywsS gnaW2 Eox . OITy OF KMT CITY CLERK ;} '