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City Council Committees - Operations Committee - 07/05/2016 (2)
Unless otherwise noted, the Operations Committee meets at 4 p.m. on the first and third Tuesday of each month in Kent City Hall, Council Chambers East, 220 4th Ave S, Kent, 98032. For additional information please contact Jennifer Hays at 253-856-5700. Any person requiring a disability accommodation should contact the City Clerk’s Office at 253-856-5725 in advance. For TDD relay service call Washington Telecommunications Relay Service at 1-800-833-6388. Operations Committee Agenda Councilmembers: Bill Boyce – Les Thomas – Dana Ralph, Chair July 5, 2016 4 p.m. Item Description Action Speaker Time Page 1. Call to order Chair Ralph 1 2. Roll Call Chair Ralph 1 3. Changes to the Agenda Chair Ralph 1 4. Approval of Check Summary Report dated 6/01/2016 thru 6/15/2016 YES Chair Ralph 2 5. Approval of Meeting Minutes Dated June 21, 2016 YES Chair Ralph 2 1 6. CenturyLink Loyal Advantage Agreement for Telecommunications Support and Services – Recommend YES James Endicott 5 5 7. DLT – ORACLE - JDE Database & OneWorld ERP Maintenance Renewal - Recommend YES Mike Carrington 5 51 8. IT Long-Term Staffing Plan – 2016 FTE Request - Recommend YES Mike Carrington 10 71 9. School Zone Traffic Safety Camera Program Fund Expenditures - Recommend YES Chief Thomas 5 81 10. K2 Police Substation – Recommend YES Chief Thomas 5 85 11. 2016 Property Insurance Program Review – Information Only NO Chris Hills 5 105 12. Director’s Report – Information Only NO Aaron BeMiller 10 107 This page intentionally left blank OPERATIONS COMMITTEE MINUTES June 21, 2016 Committee Members Present: Les Thomas; Bill Boyce; and Dana Ralph, Chair The meeting was called to order by Dana Ralph at 4:00 p.m. 1. ROLL CALL. 2. CHANGES TO THE AGENDA. There were no changes to the agenda. 3. APPROVAL OF THE CHECK SUMMARY REPORT DATED 5/16/2016 THRU 5/31/2016. L. Thomas moved to approve the check summary report dated 5/16/16 through 5/31/16. B. Boyce seconded the motion, which passed 3-0. 4. APPROVAL OF MINUTES DATED JUNE 7, 2016. B. Boyce moved to approve the Operations Committee minutes dated June 7, 2016. L. Thomas seconded the motion, which passed 3-0. 5. DRIVING UNDER THE INFLUENCE (DUI) COURT – INFORMATION ONLY. Chief Prosecuting Attorney Tami Perdue informed members that the Kent Municipal Court wants to establish a DUI Therapeutic Court, the first municipal DUI Court in Washington State. The goals of these courts are to reduce recidivism, create safer roads and save lives from repeat offenders. It is anticipated the court would target individuals who have been charged with a DUI related offense and have two or more prior related offenses in their criminal history that can include negligent and/or reckless driving. These repeat offenders would enter into DUI Court post-conviction. The court will utilize increased supervision, frequent alcohol monitoring, and drivers’ license reinstatement plans. Prosecutors and defense attorneys would modify their traditional adversarial roles to support treatment and supervision needs of program participants. Currently, the Washington Traffic Safety Commission (WTSC) has funding available to the City for training and startup funds. The Kent Municipal Court will receive funding to send one team to observe a court in Washington and send another team for three-day training in California by the end of 2016. The estimated cost of the out-of-state training will be $12,000 to $16,000. WTSC would also assist with startup funds, first year costs are estimated to be $50,000 to $75,000. Those funds could start as early as October 2016 and be used to pay for increased drug testing, drug and alcohol assessments, and other costs incurred from increased supervision. Committee members would like updates of the program as it progresses. 1 Operations Committee Minutes June 21, 2016 Page: 2 6. APRIL FINANCIAL REPORT – INFORMATION ONLY. Finance Director Aaron BeMiller described analysis through April that show both revenues and expenditures ending the year favorable compared to budget, creating an overall favorable variance amount of nearly $3.2 million. The current estimated ending fund balance reserves for 2016 calculates to 16.8 percent of estimated 2016 expenses. Revenues are estimated to end the year at $2.4 million or 2.8 percent higher than budgeted. Most of the City’s major revenue sources show favorable variances compared to budget, including property tax ($656k), sales tax ($466k), licenses and permits ($340k), and miscellaneous revenues ($304k). This is offset by unfavorable variances compared to budget for other taxes ($179k) and fines and forfeitures ($133k). Expenditures overview through April shows all departments remaining fairly close to budget, with no significant variances. 7. 2016 BOND REFUNDING REPORT – INFORMATION ONLY. Mr. BeMiller provided an updated report of the successful closing of the City’s 2016 Bond Refunding process. The final delivery, settlement, and closing procedures took place as scheduled on Wednesday morning, June 15. The City refunded two separate bonds, the City’s 2008 General Obligation bond and the City of Kent Public Facilities District’s 2008 Sales Tax bond. The savings from this refunding generated nearly $10.7 million over the life of the bonds. 8. CITY INVESTMENT REPORT – INFORMATION ONLY. Mr. BeMiller and Senior Financial Advisor Joe Bartlemay discussed there was not a lot of activity for the 2016 first quarter report. Although there were no new purchases of investments or maturities, there was an increase to the balance in local government investment pool which is almost liquid. The average rate of return is 1.6 percent and the average years to mature are 2.41 years. 9. DIRECTOR’S REPORT – INFORMATION ONLY. Mr. BeMiller and Finance Deputy Director Barbara Lopez introduced Business and Occupation Tax/Compliance Auditor Alex McDonald and informed members on current business license compliance. Starting January 2016, finance Customer Service sent renewal letters to local businesses. By the end of February there were 922 businesses that had not responded. That list was given to Mr. McDonald who determined about a third were locations no longer in business and were removed from the books. Of the remaining, about 40 percent has paid for their licenses which leave about 200 businesses that have not responded at all. Next steps include a letter allowing another 15 days to become compliant, if they do not acquire a license by this deadline then a notice of violation will be issued which can carry a $500 fine plus the cost of the business license. Mr. BeMiller finished up with a report on the State Auditor’s Office (SAO) audit for the 2015 financials. The SAO is completing the financial statement audit and are waiting to hear if there are any audit findings; a letter is expected June 27. Once finished with the 2 Operations Committee Minutes June 21, 2016 Page: 3 financial statement the SAO will start with the accountability process. The audit is expected to end September 2016. The meeting was adjourned at 4:48 p.m. by D. Ralph. J. Hays Jennifer Hays Operations Committee Secretary 3 This page intentionally left blank 4 INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington, Director Phone: 253-856-4607 Fax: 253-856-4700 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: July 5, 2016 TO: Operations Committee FROM: James Endicott, Information Technology Technical Services Manager SUBJECT: 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 5 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT N148329 (QLAGESZ) Page 1 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 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 July 15, 2016 (“Cutoff Date”). Using CenturyLink’s electronic signature process for the Agreement is acceptable. CITY OF KENT CENTURYLINK SALES SOLUTIONS, INC. \1q\1 \s1\ |1s| \s2\ Authorized Signature Authorized Signature \n1\ |1n| \n2\ Name Typed or Printed Name Typed or Printed \t1\ |1t| \t2\ Offer Management Title Title \d1\ |1d| \d2\ 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, Sout h 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 filing 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. 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 consecutive renewal periods 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 th an 14 calendar days’ notice If Regulatory Activity causes an increase in the rates for Customer's 6 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT N148329 (QLAGESZ) Page 2 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 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: (e) 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 Customer’s 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. Customer’s 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 C ustomer’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, without the prior written consent of the other party: (a) disclose any of the terms of the Agreement; or (b) 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 other’s Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. CenturyLink’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 CenturyLink’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. Customer's 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 ANY ACT 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 AN Y 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, Customer’s 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. 7 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT N148329 (QLAGESZ) Page 3 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 10.4 Other Direct Damages. For all other claims arising out of the Agreement, the maximum liability for Customer and CenturyLink 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, a rising 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 60 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, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), 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 and to the extent of lawfully available fun ds, 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 SLA, neither party’s failure to exercise any right or to insist upon strict performance of any provisi on 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. 14.4 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. 14.5 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 8 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT N148329 (QLAGESZ) Page 4 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 (“HIPAA Rules”). To the extent that any exposure to PHI is incidental to CenturyLink’s provision of Service and not meant fo r 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). 14.6 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 t o 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 Customer’s 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. 14.7 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 Customer’s 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. (d) Limitations Period. Any claim relating to the Agreement must be brought within two years after the claim arises other than Customer disputing an amount in an invoice, which must be done by Customer within 90 days after the invoice date of the disputed amount. 14.8 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 sta ndard 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. 14.9 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. 14.10 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 AUP, with such updated Tariffs, RSS, ISS or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements. 14.11 Websites. References to websites in the Agreement include any successor websites designated by CenturyLink. 14.12 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. 9 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT N148329 (QLAGESZ) Page 5 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 14.13 Service Termination Notices. Customer’s notice of termination for CenturyLink QCC Services must be sent via mail, facsimile or e-mail to: CenturyLink, Attn.: GBM Disconnects, 112 Sixth St., Bristol, TN 37620, Fax: 866.887.6633, e-mail: GBMdisconnects@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. 14.14 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. 14.15 Accounting and Audit. The Contractor 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 City or any other governmental agency with jurisdiction for audit, at such reasonable times and places as the City shall designate. 14.16. STATUS OF CONTRACTOR: Neither Contractor nor personnel employed by the Contractor shall acquire any rights or status in the City's employment, nor shall they be deemed employees or agents of the City for any purpose other than as specified herein. Contractor 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, Contractor 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. 14.17. EQUAL EMPLOYMENT OPPORTUNITY RESPONSIBILITIES: The Contractor agrees that it will comply with all State and local non-discrimination laws and regulations in effect at the time this Agreement is executed. The Contractor 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 usag e. 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 Expe dite 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 SLAs are Custom er’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. 10 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT N148329 (QLAGESZ) Page 6 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 (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. (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: (f) 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 t he 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 Customer’s 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 Customer’s 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. NRCs and Construction charges will not contribute toward the 115% calculation; (iv) 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 SHNS, 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 11 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT N148329 (QLAGESZ) Page 7 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 (viii) 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. “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 QC. “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 provid ing 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 ava ilable to the Customer, and during which the applicable Service will be held available for Customer upon Customer’s request. “Minimum Service Period” means 12 months following the Service Acceptance Date, as evidenced by CenturyLink QC records. In the case of Frame Relay, this means 6 months following the Service Acceptance Date. “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 ot her 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” co mpany 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, busin ess, or other nature, (including CPNI), and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; or (b) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect the information from disclosure. 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 12 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT N148329 (QLAGESZ) Page 8 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 about the quantity, technical configuration, type, destination, location, and amount of u se of a customer’s 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 th e date of termination multiplied by the number of months remaining in the Term. “End User” means Customer’s members, end users, customers, or any other third parties who use or access the Services or the CenturyLink network via the Services. “Force Majeure Event” means an unforeseeable event beyond the reasonable control of that pa rty, 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.centurylink.com/Pages/AboutUs/Legal/Tariffs/displayTariffInfoPage.html. “ISS” means CenturyLink’s Information Services Schedule incorporated by this reference and posted at: http://www.centurylink.com/tariffs/clc_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://www.centurylink.com/tariffs/fcc_clc_ixc_rss_no_2.pdf for CenturyLink QCC's International RSS and at http://www.centurylink.com/tariffs/fcc_clc_ixc_rss_no_3.pdf 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 http://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 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.com/techpub/. Each CenturyLink QC Service Exhibit stipulates the Tech Pub that applies to that service, if any. 13 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT N148329 (QLAGESZ) Page 9 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 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 chang e 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 pa rt of this Service Exhibit. “SLA” means the service level agreement specific to the Service, located at http://www.qwest.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 C ustomer 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 informa tion. 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 standa rd option includes CenturyLink’s trademarks and telephone number; (d) the “cologo” option includes CenturyLink’s and Customer’s 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 optio ns, then Customer grants CenturyLink permission to create a card using Customer’s 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 t he cards, except for Customer’s 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 accord ance 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 usi ng 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 cardholder’s request. Century Link 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 14 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT N148329 (QLAGESZ) Page 10 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 VoIP 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 IP Voice will comply with and be subject to the service guide, AUP, and applicable sections of the SLA which are posted at http://www.qwest.centurylink.com/legal/. 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 AUP are incorporated into the Agreement by this reference. CenturyLink may reasonably modify the service guide, AUP, and SLA to ensure compliance with applicable laws and regulations and to protect CenturyLink'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. Customer’s 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 CenturyLink’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 tim e 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. 15 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT N148329 (QLAGESZ) Page 11 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 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 Outbound Long Distance Per Minute Net Rate Origination – Termination Dedicated – Switched $0.0400 Switched – Switched $0.0400 Domestic Interstate Toll Free Per Minute Net Rate Origination - Termination Switched – Dedicated $0.0400 Switched – Switched $0.0400 Domestic Interstate worldcard – Option 1 Net Rate Origination – Termination Per Minute Switched – Switched $0.0400 Per Call Surcharge from Non- Payphone $0.3500 per call Per Call Surcharges from Payphone $0.3500 plus $0.5500 surcharge per payphone call Domestic Interstate Directory Assistance Net Rate (all states) Directory Assistance – per call (up to two numbers may be provided per call) $1.9900 2. Intrastate. Domestic Intrastate (including interLATA and intraLATA) Outbound Long Distance By State Per Minute Net Rate State Origination – Termination Washington Dedicated – Switched $0.0400 Washington Switched - Switched $0.0400 Domestic Intrastate (including interLATA and intraLATA) Toll Free By State Per Minute Net Rate State Origination – Termination Washington Switched – Dedicated $0.0400 Washington Switched – Switched $0.0400 Intrastate (including interLATA and intraLATA)worldcard - Option 1 By State Net Effective Rates State Washington Per Minute Switched - Switched $0.0400 Per Call Surcharge from Non-Payphone $0.3500 Per Call Surcharges from Payphone $0.3500 $0.3000 Domestic Intrastate Directory Assistance per call Net Effective Rates States Alabama, Arizona, Colorado, Iowa, Idaho, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington, Wyoming $1.9900 16 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC VOICE SERVICE EXHIBIT N148329 (QLAGESZ) Page 12 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 Michigan, Nevada, New Jersey, Virginia, Wisconsin $1.4000 Arkansas, California, Connecticut, Delaware, Florida, Georgia, Hawaii, 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 $0.9500 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 lo cation 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 (DOW) $50.00 per 8XX $50.00 per 8XX $50.00 per 8XX N/A Day of Year (Holiday) Routing (DOY) $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 EZ Route – Enhanced Reporting Manager (ERM) $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, Day of Week, Area Code & Customer – Entered Digit Routing * Included with EZ Route Included with EZ Route Included with EZ Route Included with EZ Route 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 per 8XX $0.05 per transfer Geographic Routing (GeoRouting) $50.00 per 8XX $50.00 per 8XX $50.00 per 8XX N/A Industry Toll Free Directory Assistance $35.00 per 8XX (standard) $100.00 per 8XX (expedite) $3.00 per 8XX $35.00 per 8XX (standard) $100.00 per 8XX (expedite) $2.00 per query 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 per 8XX $15.00 per 8XX N/A CenturyLink GeoPlusTM This advanced routing option is only offered through an alliance with AdGeo. Please contact AdGeo directly at 888-947-3100 or visit www.QwestGeoPlus.com Log-in: qwest PIN: qwest1 Real Time ANI $0.00 $0.00 $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 Super Trunk Overflow $50.00 per 8XX $50.00 per 8XX $50.00 per 8XX N/A In Switch Overflow Trunk $50.00 per 8XX $50.00 per 8XX $50.00 per 8XX N/A * Limited to 150 nodes per application. 17 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT N148329 (QLAGESZ) Page 13 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 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, (iii) 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-MET® Remote Standard Service or 24x7 on-site maintenance using Pro-MET® On-Site Premium Service at Customer qualified sites. CenturyLink may use repackaged Rental CPE or substitute the Rental CPE with other CPE. Customer i s responsible for any trouble shooting and repair of equipment on Customer’s side of the router. Domestically, a CenturyLink I Q + 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 o f 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, a nd notification (detection, isolation, diagnosis, escalation and remote repair when possible), 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, firewall module configurations, and basic router internal firewall functions. CenturyLink acts as the Customer’s single point of conta ct 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. 18 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT N148329 (QLAGESZ) Page 14 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 (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. (i) 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. (ii) 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 clo sed 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 CenturyLink’s timing for resolution of problems involv ing 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 c losed user groups and measures availability, jitter, latency, and packet delivery between Customer’s edge routers, between CenturyLink’s routers, and between Customer’s 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 stand ard 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 firewall feature to an Enhanced Port and supports Customer defined network address translation policies and firewall 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 CP E interface with the VPN Extension Service. Customer must use IP connectivity at the Remote Location that includes a static public IP address. 19 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT N148329 (QLAGESZ) Page 15 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 (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 Customer’s 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. 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 submitt ing 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 mus t 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 pricin g 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, of fer 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 ot her 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 regardl ess 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 Min imum 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 increm entally at each volume tier. For example, if Customer’s total volume on a DS1 circuit is 10 GB, the first 7 GB of su ch 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 m onth (in GBs) by the applicable MRC per GB. Within each Data Transfer Port classification (e.g., DS1, DS3), Customer will be subject to the minimum usage amount set forth in 20 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT N148329 (QLAGESZ) Page 16 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 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 w ill 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: (i) 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) 50% 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 Loc al 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 Custo mer 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 VoIP 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. AUP. All use of the Services must comply with the AUP located at http://www.centurylink.com/legal/, which is subject to change. CenturyLink may reasonably change the AUP to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers. Any changes to the AUP will be consistent with the purpose of the AUP 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 21 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT N148329 (QLAGESZ) Page 17 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 located at http://www.centurylink.com/legal/ and subject to change. For Customer’s 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. 22 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT N148329 (QLAGESZ) Page 18 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 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 NMS for devices associated with a CenturyLink IQ Networking Port. Promo Code MRC NRC 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- CenturyLink IQ + Ports) N/A $35.00 per device N/A *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 Networking Port (including VPN Extensions). MRC NRC 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 Gateway 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. Description 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. Tiered Gigabit Ethernet (1000 Mbps) Internet Port Other Access Net Rate MRC Install NRC* 100 Mbps $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 Agreemen t 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. 23 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC iQ NETWORKING SERVICE EXHIBIT N148329 (QLAGESZ) Page 19 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.073115 ATTACHMENT 1 COMPREHENSIVE MANAGEMENT LIMITED LETTER OF AGENCY between CITY OF KENT (“Customer”) and CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC (“CenturyLink”) This limited letter of agency (“LOA”) hereby authorizes CenturyLink to act as the Customer's agent for the limited purpose of contacting Customer’s designated Local Exchange Carrier (“LEC”), Interexchange Carrier (“IXC”), Internet Service Provider ("ISP"), or cu stomer premises equipment (“CPE”) maintenance provider in conjunction with CenturyLink Network Management Service. Network Management Service activities will consist of working with Customer’s LEC, IXC, ISP, and/or CPE maintenance provider for the purpose of: (a) extracting information concerning transmission data elements carried over Cu stomer’s network connection; (b) identifying Customer’s links or data link connection identifiers (“DLCIs”); (c) opening, tracking, and closing trouble ticket s with the LEC, IXC, ISP, or CPE maintenance provider on Customer’s 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 Company Name Authorized Signature of Customer Print or Type Name Title Date 24 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT N148329 (QLAGESZ) Page 20 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.012315 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. 2.1 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 DS0, 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 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 loca l 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 multiple xing 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 40/40mg and symmetrical GPON connectivity with MPLS transport supporting speeds up to 1G/1G, 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 DS0 bandwidth), ELA, and Wavelength 25 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT N148329 (QLAGESZ) Page 21 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.012315 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 http://www.centurylink.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, authorizi ng Customer to act as CenturyLink’s agent so that Customer’s local access provider will connect Customer’s 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 following: (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 p rovider 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. 26 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT N148329 (QLAGESZ) Page 22 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.012315 (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 CenturyLink’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 not covered by Extended Wiring or other activities that may cause CenturyLink to incur expenses for provisioning the Service (e.g., special arrangements of LEC 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. (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 a vailable at DS1 and OCn circuit levels. Pricing for multiplexing at an ILEC/CLEC facility is on an individual case basis. (e) 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. 5. 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”). Excludi ng 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, b ut 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 Bandwidth† Before Start of Service Date Cancellation Fee DS0 (Leased Access only), DS1, DSL Local Access speeds up to 1536 Kbps/1.024 Mbps $150 NRC DS3, OCn, DSL Local Access speeds greater than 1536 Kbps/1.024 Mbps; all ELA speeds, all Wavelength Local Access speeds , all IP Connection speeds $500 NRC †Includes 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” equ al to: (i) 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. 27 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT N148329 (QLAGESZ) Page 23 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.012315 (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. (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. (e) 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 Centu ryLink’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 p rovider’s network is possible. “Demarcation Point” means: (a) the physical interface between the CenturyLink Domestic Network and Customer’s 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 notificatio n, 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. 28 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT N148329 (QLAGESZ) Page 24 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.040715 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 appli cable 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. NPA/NXX Loop Tracking ID Service Address Type of Local Access Service Term in months (per Service) Circuit Speed Local Access Net Rate MRC Install NRC 253/856 150804111036 220 4th Ave, S. Kent, WA 98032 ELA - Native 36 months GigE 1000 Mbps $800.00 $0.00 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. 29 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT CENTURYLINK® SELECT ADVANTAGE® SERVICE EXHIBIT N148329 (QLAGESZ) Page 25 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.040715 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 c onsists 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://www.centurylinkselectadvantage.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 S olutions 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 managem ent 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 Soluti on 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 Customer’s 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 http://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 constitu tes 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. 30 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT ISDN PRS, DSS, OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS N148329 (QLAGESZ) Page 26 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.040715 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 Prici ng 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 CenturyLink’s local serving areas in Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washingto n 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 (ii) 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 da te 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 http://qwest.centurylink.com/techpub/. 2.1 Service Description. (a) ISDN PRS. If Customer purchases ISDN PRS, CenturyLink will provide digital intraLATA, 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 CenturyLink’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 (ii) two-way trunking. 31 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT ISDN PRS, DSS, OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS N148329 (QLAGESZ) Page 27 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.040715 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 (ii) 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 (ANI) 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 dis connection 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 (ii) 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 incur ring a Termination Charge; provided that such Service has satisfied the requirements of the Minimum Service Period before any termination may be 32 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT ISDN PRS, DSS, OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS N148329 (QLAGESZ) Page 28 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.040715 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 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 NRC 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. The MRCs 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. 4.2 If the MRCs herein are based upon Customer’s 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 Customer’s 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. 33 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT ISDN PRS, DSS, OR UAS SERVICE EXHIBIT INDIVIDUAL CASE BASIS N148329 (QLAGESZ) Page 29 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.040715 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 36 month Term NRC PRS Voice/Data DS1 ZPG63 $325.00 $0.00 Service Location including City and State Circuit ID or BTN Type of Service Higher Facility (Yes or No) Qty. Total MRC per location 220 4th Ave, S Kent, WA 98032 PRS Voice/Data DS1 (USOC: ZPG63) No 2 $650.00 24611 116th Ave, SE Kent, WA 98032 PRS Voice/Data DS1 (USOC: ZPG63) No 1 $325.00 Total MRC: $975.00 Total Circuits: 3 34 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LINE VOLUME PLAN SERVICE EXHIBIT N148329 (QLAGESZ) Page 30 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.080811 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. T he 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 conjunctio n 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 se rvice 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™ Business (USOC PGOQL only), Business Plus (USOC PGOQM only), Business Add-A-Line, and Business Prime in CenturyLink’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 numbe r 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 ChoiceTM 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 Customer’s Minimum Line Requirement in a particular Annual Period be “rolled back” or “carried over” for p urposes 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 35 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LINE VOLUME PLAN SERVICE EXHIBIT N148329 (QLAGESZ) Page 31 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.080811 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. 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 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 change s 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. 36 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LINE VOLUME PLAN SERVICE EXHIBIT N148329 (QLAGESZ) Page 32 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.080811 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 Discount Eligible Services “1FB” = Flat Business Lines (1FB, 1FL, 1FA, AFK, AFV, HFB) Hunting on 1FBs will be discounted 95% in Wyoming and provided at no additional charge in the remaining 14 States. “CCB” = CenturyLink ChoiceTM Business (PGOQL only) “CCB Plus” = CenturyLink ChoiceTM Business Plus (PGOQM only) “CCB AAL” = CenturyLink ChoiceTM Business Add-A-Line (PGOQN) “CCB Prime” = CenturyLink ChoiceTM Business Prime (PGOQT) 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 37 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LINE VOLUME PLAN SERVICE EXHIBIT N148329 (QLAGESZ) Page 33 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.080811 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 ChoiceTM packages will only receive the package discount as shown on Exhibit 1. CenturyLink ChoiceTM Business (PGOQL only) CenturyLink ChoiceTM 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 | 253-981-6793 | 1FB | 1 | | 253-856-1783 | 1FB | 1 | | 253-373-9088 | 1FB | 1 | | 253-981-6794 | 1FB | 1 | | 253-856-1924 | 1FB | 1 | | 253-373-9089 | 1FB | 1 | | 253-981-6795 | 1FB | 1 | | 253-859-7804 | 1FB | 1 | | 253-373-9090 | 1FB | 1 | | 253-981-6796 | 1FB | 1 | | 253-520-2348 | 1FB | 1 | | 253-520-3104 | 1FB | 1 | | 253-859-5348 | 1FB | 1 | | 253-520-3192 | 1FB | 1 | | 253-520-3106 | 1FB | 1 | | 253-859-5395 | 1FB | 1 | | 253-520-3234 | 1FB | 1 | | 253-520-3107 | 1FB | 1 | | 253-859-5465 | 1FB | 1 | | 253-520-3235 | 1FB | 1 | | 253-520-3149 | 1FB | 1 | | 253-520-8962 | 1FB | 1 | | 253-856-4625 | 1FB | 1 | | 253-520-4993 | 1FB | 1 | | 206-870-2429 | 1FB | 1 | | 253-480-2318 | 1FB | 1 | | 253-520-6524 | 1FB | 1 | | 206-878-4302 | 1FB | 1 | | 253-850-6330 | 1FB | 1 | | 253-859-2651 | 1FB | 1 | | 425-432-5035 | 1FB | 1 | | 253-850-6110 | 1FB | 1 | | 253-859-3138 | 1FB | 1 | | 253-856-1871 | 1FB | 1 | | 253-854-0070 | 1FB | 1 | | 253-859-3582 | 1FB | 1 | | 253-520-8751 | 1FB | 1 | | 253-854-4653 | 1FB | 1 | | 253-859-3754 | 1FB | 1 | | 253-639-3538 | 1FB | 1 | | 253-854-0016 | 1FB | 1 | | 253-859-4457 | 1FB | 1 | | 253-639-3548 | 1FB | 1 | | 253-850-1213 | 1FB | 1 | | 253-859-6480 | 1FB | 1 | | 253-850-0996 | 1FB | 1 | | 253-850-5912 | 1FB | 1 | | 253-856-1839 | 1FB | 1 | | 253-850-5916 | 1FB | 1 | | 253-850-0426 | 1FB | 1 | | 253-859-7782 | 1FB | 1 | | 253-833-8463 | 1FB | 1 | | 253-872-5290 | 1FB | 1 | | 253-850-1796 | 1FB | 1 | | 253-520-6762 | 1FB | 1 | | 253-859-4930 | 1FB | 1 | | 253-520-7782 | 1FB | 1 | | 253-852.3695 | 1FB | 1 | | 253-520-8790 | 1FB | 1 | | 253-373-9235 | 1FB | 1 | | 253-520-8932 | 1FB | 1 | | 253-854.2462 | 1FB | 1 | | 253-638-6507 | 1FB | 1 | | 253-854-2818 | 1FB | 1 | | 253-850-5869 | 1FB | 1 | | 253-854-2159 | 1FB | 1 | | 253-850-5917 | 1FB | 1 | | 253-854-2398 | 1FB | 1 | | 253-520-8828 | 1FB | 1 | | 253-437-2051 | 1FB | 1 | | 253-813-0427 | 1FB | 1 | | 253-437-2052 | 1FB | 1 | | 253-813-0567 | 1FB | 1 | | 253-437-2053 | 1FB | 1 | | 253-859-1429 | 1FB | 1 | | 253-850-8328 | 1FB | 1 | | 253-859-4194 | 1FB | 1 | | 253-850-8329 | 1FB | 1 | | 253-854-2957 | 1FB | 1 | | 253-850-8330 | 1FB | 1 | | 253-859-4197 | 1FB | 1 | | 253-852-9253 | 1FB | 1 | | 253-872-3643 | 1FB | 1 | | 253-854-7945 | 1FB | 1 | | 253-630-8529 | 1FB | 1 | | 253-854-4955 | 1FB | 1 | | 253-872-7314 | 1FB | 1 | | 253-854-5024 | 1FB | 1 | | 253-630-2953 | 1FB | 1 | | 253-630-0670 | 1FB | 1 | | 253-630-2954 | 1FB | 1 | | 253-631-7239 | 1FB | 1 | 38 CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LINE VOLUME PLAN SERVICE EXHIBIT N148329 (QLAGESZ) Page 34 of 34 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.080811 | 253-639-3306 | 1FB | 1 | | 253-638-8354 | 1FB | 1 | | 253-859-0987 | 1FB | 1 | | 253-639-1861 | 1FB | 1 | | 253-631-5014 | 1FB | 1 | | 253-852-9869 | 1FB | 1 | | 253-850-1191 | 1FB | 1 | | 253-854-4330 | 1FB | 1 | | 253-630-1395 | 1FB | 1 | | 253-856-1685 | 1FB | 1 | | 253-631-2502 | 1FB | 1 | | 253-856-0181 | 1FB | 1 | | 253-638-3136 | 1FB | 1 | | 253-859-2417 | 1FB | 1 | | 253-638-3170 | 1FB | 1 | | 253-859-2896 | 1FB | 1 | | 253-638-3192 | 1FB | 1 | | 253-856-2081 | 1FB | 1 | | 253-638-3202 | 1FB | 1 | | 360-886-9322 | 1FB | 1 | | 253-638-7428 | 1FB | 1 | | 253-852-4077 | 1FB | 1 | | 253-638-7081 | 1FB | 1 | | 253-852-5933 | 1FB | 1 | | 253-850-0818 | 1FB | 1 | | 253-856-0543 | 1FB | 1 | | 253-850-1408 | 1FB | 1 | | 253-373-1568 | 1FB | 1 | | 253-854-2976 | 1FB | 1 | | 253-373-9086 | 1FB | 1 | | 253-852-6349 | 1FB | 1 | | 253-373-9087 | 1FB | 1 | 39 Customer:City of Kent Quote #: Project Name: Created On:6/14/2016 Expiration Date:8/13/2016 Account Manager:Brian Kim Sales Engineer:Darrell Newberry Customer Notes: Catalog Number Description Unit Price Qty Total Price Contract Term (Months) Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ 17,775.72 1 $ 17,775.72 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 7,978.46 1 $ 7,978.46 12 $ 25,754.18 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 460.01 1 $ 460.01 12 $ 460.01 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 LOCATION: City Hall Location Sub-Total LOCATION: Centennial Center Location Sub-Total LOCATION: Fire Station 45 Page 1 of 9 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. 40 $ 91.83 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 128.70 1 $ 128.70 12 $ 128.70 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 $ 91.83 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 $ 91.83 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 Location Sub-Total LOCATION: Fire Station 72 Location Sub-Total LOCATION: Fire Station 46 Location Sub-Total LOCATION: Fire Station 47 Location Sub-Total LOCATION: Fire Station 71 Page 2 of 9 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. 41 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 $ 91.83 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 $ 91.83 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 478.45 1 $ 478.45 12 $ 478.45 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 128.70 1 $ 128.70 12 $ 128.70 Materials Support Location Sub-Total LOCATION: Fire Station 75 Location Sub-Total LOCATION: Fire Station 76 Location Sub-Total LOCATION: Fire Station 73 Location Sub-Total LOCATION: Fire Station 74 Page 3 of 9 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. 42 QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 $ 91.83 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 $ 91.83 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 128.70 1 $ 128.70 12 $ 128.70 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 $ 91.83 Location Sub-Total LOCATION: Fire Station 77 Location Sub-Total LOCATION: Fire Station 78 Location Sub-Total Location Sub-Total LOCATION: Fire Station 76 Shops Page 4 of 9 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. 43 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 $ 91.83 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 202.26 1 $ 202.26 12 $ 202.26 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 128.70 1 $ 128.70 12 $ 128.70 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 Location Sub-Total LOCATION: Corrections Facility Location Sub-Total LOCATION: Fire Logistics Whse Location Sub-Total LOCATION: IT Annex LOCATION: Corrrection Annex Page 5 of 9 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. 44 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 77.08 1 $ 77.08 12 $ 77.08 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 349.58 1 $ 349.58 12 $ 349.58 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 $ 91.83 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 128.70 1 $ 128.70 12 $ 128.70 Materials Support Location Sub-Total LOCATION: Kent Commons Location Sub-Total LOCATION: ShoWare Center Location Sub-Total LOCATION: Emergency Mgmt Location Sub-Total LOCATION: Fire Training Facility Page 6 of 9 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. 45 QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 239.14 1 $ 239.14 12 $ 239.14 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 128.70 1 $ 128.70 12 $ 128.70 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 239.14 1 $ 239.14 12 $ 239.14 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 128.70 1 $ 128.70 12 $ 128.70 Location Sub-Total LOCATION: Riverbend Golf Location Sub-Total Location Sub-Total LOCATION: Municipal Court Location Sub-Total LOCATION: Police Dept Page 7 of 9 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. 46 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 91.83 1 $ 91.83 12 $ 91.83 Materials Support QUM-QPRM-94111 Partner Support (1 Year, No Phones) $ - 1 $ - 12 QQU-QSTD-94111 Q-MGD--ONSITE-FOTS-- UNASSIGNED-SPARES--STD- COVERAGE--(QUM ITEM REQUIRED FOR SPARES--STD-COVERAGE) PARTNER SUPPORT (1 YEAR, NO PHONES) SG-2 ZN-6 $ 239.14 1 $ 239.14 12 $ 239.14 $29,950.01 $29,950.01 Customer Representative: Customer Signature: Job Title: Date: CenturyLink Representative: CenturyLink Signature: ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ Location Sub-Total Support Services Total Grand Total Price to Customer Note: Changes to configuration may result in pricing changes. This quote also excludes sales tax, which will be added to the invoice. Any expedite fees incurred after quote acceptance will be added to the invoice. This quote is subject to the agreement currently in force between CenturyLink and Customer under which Customer has agreed to the terms and conditions for purchase of equipment and any associated installation and maintenance (the "Agreement"). This quote will not become effective unless and until CenturyLink and Customer have executed the Agreement referenced in this section. ___________________________________________________________ LOCATION: Senior Center Location Sub-Total LOCATION: Public Works Page 8 of 9 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. 47 Job Title: Date:___________________________________________________________ ___________________________________________________________ Page 9 of 9 CONFIDENTIAL © CenturyLink, Inc. All Rights Reserved. 48 49 This page intentionally left blank 50 INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington, Director Phone: 253-856-4607 Fax: 253-856-4700 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: July 5, 2016 TO: Operations Committee FROM: Mike Carrington, IT Director SUBJECT: DLT – ORACLE - JDE Database & OneWorld ERP Maintenance Renewal - Recommend MOTION: Recommend Council authorize the Mayor to sign DLT Oracle DB Enterprise and Oracle JDE OneWorld Maintenance Renewal Agreements, in the amount not to exceed $59,345.00 and $126,520.45, respectively, for existing Oracle software and support, subject to final terms and conditions acceptable to the Information Technology Director and City Attorney. SUMMARY: As an ongoing set of associated maintenance line items approved by the Council in the 2015-2016 biennial budget, IT submitted original cost estimates of $52,898.92 for Oracle DB Enterprise and $115,083.92 for Oracle JDE/OneWorld ERP software and support. Final revised vendor price quotations at the time of renewal have come in at $54,485.88 for Oracle DB Enterprise and $118,536.44 for JDE/OneWorld; a difference of $7,984.01 and $4,859.12, respectively. The IT Department has residual savings in its maintenance renewal budget to cover these cost overruns and is seeking Committee and Council approval to execute against these price quotes that are in excess of the original adopted budget line item amounts. The IT Department is working with the Law Department to determine the form contract, if any, that may be needed to implement these maintenance renewals. The issue is complicated by the assumption over the years of the affected systems from PeopleSoft, to JD Edwards, and most currently, to Oracle. DLT is a value-added reseller of Oracle and the party through whom the City must work to obtain the best price for the necessary maintenance. As drafted, the motion language gives IT and Law the flexibility needed to determine the appropriate contract form for the Mayor to sign, as well as the particular terms and conditions that will apply to that maintenance renewal. Exhibits: 1. DLT Quote - Oracle DB - 59345 - (4507668) [Ref 1171678] 2. DLT Quote - Oracle JDE - 126520.45 - (4507670) [Ref 1171684] 3. 2016-06-28 - Cncl Aprvd Maint List - Oracle DB – 142150724 4. 2016-06-28 - Cncl Aprvd Maint List Oracle JDE – 142221986 51 Budget Impact: Revised vendor price quotations of $7,984.01 and $4,859.12 will be covered by residual cost savings from other maintenance renewals that have come in lower than biennial budget approved projections. 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington, Director Phone: 253-856-4607 Fax: 253-856-4700 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: July 5, 2016 TO: Operations Committee FROM: Mike Carrington, IT Director SUBJECT: IT Long-Term Staffing Plan – 2016 FTE Request - Recommend MOTION: Recommend Council add four new FTE positions within the Information Technology Department—a Senior Systems Analyst, a Systems & Integration Development Manager, a Project Manager/Business Analyst, and a Trainer—at the salary range determined by each classification and the directors of Human Resources and Information Technology; amend the budget as necessary; and authorize all acts consistent with this motion. SUMMARY: The IT Department has successfully petitioned the Mayor’s Office for support to add four (4) FTEs in the 2016 calendar year as a critical component of the IT Long-term Staffing Plan. IT would now like to extend those prospective conversations to the Operations Committee and Council for final budget expenditure approval. BRIEF OVERVIEW IT will ultimately petition for ten (10), but currently is seeking approval for four (4) new FTE positions in 2016. *current identified funding source will support the four (4) requested positions *the remaining six (6) positions will be requested as a part of the 2017-2018 biennial budget process Total estimated annual cost of four (4) new positions is forecasted to be approximately $545,000 *excluding standard workforce cost increases (e.g. COLA, pay scale step increases, etc.) Position requests would be covered by an existing annual funding source – CUT/Cable Utility Tax (~1.5m). Per the Finance Department, approximately $850,000 is available to support our staffing request; additionally, $650,000 is earmarked for general operating costs. Currently, the IT department has approximately $2.5m in Working Capital reserves. We cannot expend Working Capital Reserves because we do not have the staff and complimentary skillsets needed to successfully start and complete these projects. Staffing requests will also be required to support the new systems that will be deployed. “Fiscal Cliff” contingency planning includes commensurate reductions to the IT department’s IUT/Internal Utility Tax allocation ($1.2m annually). *separate from the CUT 71 Based on annual budget dollars allocated to IT by way of the Cable Utility Tax (CUT), the IT department is requesting to establish four (4) new FTE positions in 2016. These additional FTEs would increase the IT-centric personnel count (*excluding the Multimedia division) from 25 to 29. Full staffing of the IT Department is considered to be 35. RATIONALE The IT department is critically understaffed and has been since recession related cuts began in 2009-2010. Research shows the national average for FTE count in an IT department within a public sector/government organization of our size to be approximately 41. The IT department is currently staffed at 31 FTE, but 6 of those positions exist in the Multimedia division. Although Multimedia is a large technology consumer, fundamentally they are not charged with technology deployment and support; instead their primary directive revolves around communications support. Removing the Multimedia head count from our current total puts the IT department at 25 FTE (see related diagrams below). In 2016 the department is slated to receive approximately $1.0m of the eventual $1.2m annual Internal Utility Tax/IUT allocation. $550,000 of that allocation is earmarked for two major technology projects—Content Management System replacement (new City of Kent Website) and a citywide Contract and Document Workflow Management system. IUT distribution to IT was originally slated to begin in 2011, but based on Administration’s recommendation and Council directive, those dollars were instead directed at citywide general debt service. Full distribution of the annual $1.2m allocation is estimated by the Finance Director to begin in 2017. When Administration and Council originally earmarked those (IUT) dollars for technology, the associated details effectively restricted the distribution to hardware and software acquisitions. Conversely, the existing (in addition to the IUT) $1.50m annual Cable Utility Tax/CUT allocation is not under the same constraint. IT is proposing approximately $545,000 of the annual CUT allocation be dedicated to immediately funding these four (4) critical IT positions. *Finance has $650,000 of CUT earmarked for ongoing operating costs leaving $850,000 available to fund these positions. The remaining $305,000 (850,000 – 545,000) would be available to cover emerging technology plan capital projects and/or standard workforce cost considerations (e.g. obligatory personnel salary step increases). In the event of an actual fiscal cliff scenario, IT would turn to a metered reduction of the ~$1.2m IUT hardware & software allocation to support our department’s contribution to the requisite budget cuts. The prevailing logic is that IT would still have the critical staff necessary to continue enhancing, improving and getting the most out of technology already deployed. Exclusively limiting our work to only leveraging existing technology is in contrast to comprehensive ongoing new technology deployment. Exhibits: 1. IT Department – Position Paper – Long-Term Staffing Plan – 2016 FTE Request Budget Impact: Reallocation of approximately $545,000 from CUT/Cable Utility Tax fund. 72 IT Department – Position Paper Drafted By: Mike Carrington, IT Director Last Revision Date: 06/27/2016 Form Last Modified: 6/29/2016 Page 1 of 7 TOPIC: IT Long-term Staffing Plan – 2016 FTE Request SITUATION BRIEF SUMMARY IT will ultimately petition for ten (10), but currently is seeking approval for four (4) new FTE positions in 2016. *current identified funding source will support the four (4) requested positions *the remaining six (6) positions will be requested as a part of the 2017-2018 biennial budget process Total estimated annual cost of four (4) new positions is forecasted to be approximately $545,000 *excluding standard workforce cost increases (e.g. COLA, pay scale step increases, etc.) Position requests would be covered by an existing annual funding source – CUT/Cable Utility Tax (~1.50m). Per the Finance Department, approximately $850,000 is available to support our staffing request; additionally, $650,000 is earmarked for general operating costs. Currently, the IT department has approximately $2.5m in Working Capital reserves. We cannot expend Working Capital Reserves because we do not have the staff and complimentary skillsets needed to successfully start and complete these projects. Staffing requests will also be required to support the new systems that are deployed. “Fiscal Cliff” contingency planning includes commensurate reductions to the IT department’s IUT/Internal Utility Tax allocation ($1.2m annually). *separate from the CUT Based on annual budget dollars allocated to IT by way of the Cable Utility Tax (CUT), the IT department is requesting to establish four (4) new FTE positions in 2016. These additional FTEs would increase the IT-centric personnel count (*excluding the Multimedia division) from 25 to 29. Full staffing of the IT Department is considered to be 35. OVERVIEW The IT department is critically understaffed and has been since recession related cuts began in 2009-2010. Research shows the national average for FTE count in an IT department within a public sector/government organization of our size to be approximately 41. The IT department is currently staffed at 31 FTE, but 6 of those positions exist in the Multimedia division. Although Multimedia is a large technology consumer, fundamentally they are not charged with technology deployment and support; instead their primary directive revolves around communications support. Removing the Multimedia head count from our current total puts the IT department at 25 FTE (see related diagrams below). In 2016 the department is slated to receive approximately $1.0m of the eventual $1.2m annual Internal Utility Tax/IUT allocation. $550,000 of that allocation is earmarked for two major technology projects—Content Management System replacement (new City of Kent Website) and a citywide Contract and Document Workflow Management system. IUT distribution to IT was originally slated to begin in 2011, but based on Administration’s recommendation and Council directive, those dollars were instead directed at citywide general debt service. Full distribution of the annual $1.2m allocation is estimated by the Finance Director to begin in 2017. When Administration and Council originally earmarked those (IUT) dollars for technology, the associated details effectively restricted the distribution to hardware and software acquisitions. Conversely, the existing (in addition to the IUT) $1.50m annual Cable Utility Tax/CUT allocation is not under the same constraint. IT is proposing approximately $545,000 of the annual CUT allocation be dedicated to immediately funding these four (4) critical IT positions. *Finance has $650,000 of CUT earmarked for ongoing operating costs leaving $850,000 available to fund these positions. The remaining $305,000 (850,000 – 545,000) would be available to cover emerging technology plan capital projects and/or standard workforce cost considerations (e.g. obligatory personnel salary step increases). 73 IT Department – Position Paper Drafted By: Mike Carrington, IT Director Last Revision Date: 06/27/2016 Form Last Modified: 6/29/2016 Page 2 of 7 In the event of an actual fiscal cliff scenario, IT would turn to a metered reduction of the ~$1.2m IUT hardware & software allocation to support our department’s contribution to the requisite budget cuts. The prevailing logic is that IT would still have the critical staff necessary to continue enhancing, improving and getting the most out of technology already deployed. Exclusively limiting our work to only leveraging existing technology is in contrast to comprehensive ongoing new technology deployment. POSITION It is the IT department’s position that the city’s ability to effectively and efficiently deliver core government services is being negatively impacted in a substantive way by the lack of critical technology personnel to assist departments with assessing, deploying, training on systems and operating technology. Staff in many instances is relegated to using critical business systems that are well past their projected end-of-life. Although the IT department currently has over $2.5m in Working Capital for technology deployment (*reserves separate from the CUT and IUT), we do not have enough technical staff to assign to those technology projects needed to spend those reserves in a expeditious/timely fashion. This includes critical related activities these positions would focus on such as building, buying, testing, deploying, training, maintaining and operating the resulting systems. IT needs to ultimately secure the following ten (10) core competencies/positions according to the designated timelines, but is only requesting approval at this time to move forward with the first four (4): *Note: A position’s primary associated department(s)/Service Area(s) is also noted in priority order. 2016 (4) #1 Critical – (Business) System Administrator – HR, City Clerk’s Office, & Admin/Communications #2 Critical – Systems & Integration Development Manager #3 Critical – Project Manager/Business Analyst – IT & Citywide Infrastructure *e.g. Contract and Workflow Management System & Imaging System Replacement #4 Critical – Trainer 2017 - 2018 (6) #5 Critical Quality Assurance Engineer/Tester (1 of 2) #6 Critical – IT Project Management Office/PMO Coordinator #7 High – (Business) System Administrator – ECD, ShoWare & RFA #8 High – Quality Assurance Engineer/Tester (2 of 2) #9 High – Service Desk Supervisor (or Lead) #10 High – Technical Support Specialist – Desktop Support ALTERNATIVES 1. Status Quo – Current Staffing Level (25). The IT department stays at the current staffing level of 25 FTE. No new positions are approved. 2. Full Staff Request (10 new). Ten (10) additional positions are added to the department over the 2016 and 2017-2018 calendar years. 3. Critical & High Priority Staff Request Only (8 new). Eight (8) critical and high priority positions are added to the department over the 2016 and 2017-2018 calendar years. 4. Four (4) of Critical Staff Request Only (4 new). Four (4) critical positions are added to the department in the 2016 calendar year. 74 IT Department – Position Paper Drafted By: Mike Carrington, IT Director Last Revision Date: 06/27/2016 Form Last Modified: 6/29/2016 Page 3 of 7 #1 – Status Quo (current staffing level - 25) #2 – Full Staff Request (10 new) Pros 1. No budget reallocations required. Cons 1. Underserving departments; base level support, limited deployment of new technology. 2. End-of-life systems equate to more errors, inefficiencies, wasted staff time, litigation and frustration. 3. Customer frustration. 4. IT staff frustration, stress & burn-out. 5. IT department remains 10 positions short of requested full staffing. Pros 1. Provides departments with desperately needed IT resources (dedicated personnel). 2. Supports the city’s ongoing LEAN initiatives. 3. Supports the city’s HPO/High Performing Organization initiative. Cons 1. Budget allocation shift required (from hardware & software to personnel). 2. Physical space impact. Assumptions 1. Department heads of underserved areas would agree to be underserved. 2. The IT department would prefer to be industry standard fully staffed at 40+ FTE. *see diagram below 3. Fiscal cliff event would be covered by reductions in budget earmarked for hardware & software allocations (~$1.2m). Assumptions 1. Prescribed IT budget reallocations would cover the cost of this alternative. 2. The IT department would prefer to be industry standard fully staffed at 40+ FTE. *see diagram below 3. Fiscal cliff event would be covered by reductions in budget earmarked for hardware & software allocations (~$1.2m). 75 IT Department – Position Paper Drafted By: Mike Carrington, IT Director Last Revision Date: 06/27/2016 Form Last Modified: 6/29/2016 Page 4 of 7 #3 – Critical & High Priority Staff Request Only (8 new) #4 – Four (4) of Critical Staff Request Only (4 new) Pros 1. Provisions made for the most critical skillsets currently needed. 2. Provisions made for the remaining high priority skillsets currently needed. 3. Provides departments with partial allocation of desperately needed IT resources (dedicated personnel). 4. Supports the city’s ongoing LEAN initiatives. 5. Supports the city’s High Performing Organization initiative. Cons 1. No provision for complimentary supervisor/lead positions. 2. No provision for shorthanded desktop support function; 3. Continues to tax Service Desk staff with travel and remote location desktop support. 4. IT department remains short of requested full staffing. 5. Physical space impact. Pros 1. Provisions made for four (4) of the most critical skillsets currently needed. Cons 1. No provision for projected testing needs (testers). 2. No provision for high priority coordinator position. 3. No provision for complimentary supervisor/lead positions. 4. Continues to tax Service Desk staff with travel and remote location desktop support. 5. Current managers stressed by number of additional direct reports (above average). 6. IT department remains short of requested full staffing. 7. Physical space impact. Assumptions 1. Prescribed IT budget reallocations would cover the cost of this limited alternative. 2. Fiscal cliff event would be covered by reductions in budget earmarked for hardware & software allocations (~$1.2m). Assumptions 1. Existing managers would take on the additional staff a. Sys Admins -> Sys Mgr., Curt Ryser *brings total direct reports to 9 b. Tester/QA Engineer -> Sys Mgr., Curt Ryser *brings total direct reports to 10 c. PM/BA -> IT Dir, Mike Carrington *brings total direct reports to 9 d. Trainer -> Dev Mgr, tbh *brings total direct reports to 4 2. Prescribed IT budget reallocations would cover the cost of this limited alternative. 3. Fiscal cliff event would be covered by reductions in budget earmarked for hardware & software allocations (~$1.2m). Alternative Note(s): - The critical core competencies currently missing from the department are listed in the Position section. 76 IT Department – Position Paper Drafted By: Mike Carrington, IT Director Last Revision Date: 06/27/2016 Form Last Modified: 6/29/2016 Page 5 of 7 RECOMMENDATION IT highly recommends Administration and Council support Alternative #4 at a minimum – the reallocation of existing technology budget to immediately secure four (4) additional FTEs in the IT department. Assumptions - Recommended alternative is budget supported. - The IT department would prefer to be industry fully staffed at ~40 FTE. *Average per National sources. *Would include the addition of 5 Business Analysts and having the PM/BAs concentrate on project management. Related Issue(s) 1. Ongoing discussions about the potential full (unknown) ramifications of the pending “fiscal cliff.” 2. HR workload and availability to support recruiting and hiring. *Estimated 77 IT Department – Position Paper Drafted By: Mike Carrington, IT Director Last Revision Date: 06/27/2016 Form Last Modified: 6/29/2016 Page 6 of 7 Public Works Law Police Fire Finance Economic & Community Devl Human Resources Parks, Rec, Community Services Mayor’s Office/ Admin Court City Clerk Info Tech Financials/Accntg Payroll & Taxing Authority Human Resources Law Enforcement Fire Suppression/EMS/ Prevention/Education Land Use Planning/ Permitting/Code Enforcement Parks, Rec & Comm Srvcs Water/Sewer/Storm Water Drainage Public Infrastructure Work Orders/Asset Mgmt/Job Costing Geographic Information Systems Data & Database Management Records/Document Management/Imaging Web Info, Social Media (Intra- & Extra-net) Information Security User Support IT Infrastructure Mgmt Info & Decision Support Video/Cable/Print Services/Graphics Service A r e a Departme n t PM/BA EXISTS (>1 ROLE) EXISTS (FILLED) DOES NOT EXIST (NEEDED) operations NEs *NSE BCE TW SAd TL/SE GS BM JC ASv AT 2016/06/01 PM :P r o j e c t M a n a g e r BA :B u s i n e s s A n a l y s t TL :T e c h n i c a l L e a d SE :S o f t w a r e E n g i n e e r SA d :S y s t e m A d m i n i s t r a t o r SA y :S y s t e m s A n a l y s t NE :N e t w o r k E n g i n e e r ( * S = s e c u r i t y ) QA :Q u a l i t y A s s u r a n c e E n g i n e e r / T e s t e r TR :T r a i n e r NS E :N e t w o r k S e c u r i t y E n g i n e e r DB A :D a t a b a s e A d m i n i s t r a t o r BC E :B u i l d & C o n f i g u r a t i o n E n g i n e e r TW :T e c h n i c a l W r i t e r AS v :A c c o u n t i n g S e r v i c e s S u p e r v i s o r AT :A c c o u n t i n g T e c h n i c i a n Criminal & Civil Justice SF JC CB GH LS HH SAd BS TS S h :T e c h S p r t S p e c – H e l p D e s k TS S t :T e c h S p r t S p e c – T e l e p h o n y TS S d :T e c h S p r t S p e c – D e s k t o p TSSh QP TSSh MG TSSh RB TSSd SAd PM SETLBA TL/SE PM/BA PM/BA 5/1 3/0 9/2 8/3 7/1/2 SAd Mgr-S CR Mgr-TS JE TL/SEPM/BA IT Staffing Plan Pictorial QA QA 3/3 TR projects ITD MC *N e e d e d b u t n o t r e q u e s t i n g ( c o n t r a c t ) 35/10/2 TSSt MB ShoWare Events AP TC BH (tbh) ‘16 *SL (ret) SAy SAd PM/BA SDv PM/BA SAd *lvl 2 TL/SE PMOc Workflow Mgmt SP (RJ) (tbh) TMM (tbh) ‘16 (tbh) ‘16 (tbh) ‘17 (tbh) ‘17 (tbh) ‘16 (tbh) ‘16 (tbh) ‘16 (tbh) ‘16 Mgr-D (tbh) ‘16 (tbh) ‘17 (tbh) ‘17 PM O c :P r o j M g m t O f f i c e C o o r SD v :S e r v i c e D e s k S u p r v i s o r DBA MV Comm (Communicatios) *pending Council approval SAd 78 IT Department – Position Paper Drafted By: Mike Carrington, IT Director Last Revision Date: 06/27/2016 Form Last Modified: 6/29/2016 Page 7 of 7 8 11 10 6 IT Director Mike Carrington Bus Sys Admin (HR & Fin) *tbh Bus Sys Admin (PD, Law, Court) <open> Bus Sys Admins (4) Bus Sys Admin (PW & Clerk) tbh Systems Mgr Curt Ryser Sys Admin & DC Ops (2) Network Engineer (3) Service/Help Desk Supervisor tbh Service/Help Desk (3) Desktop Support tbh Tech Srvcs Mgr James Endicott PM/BA (4) Trainer tbh PM/BA IT & Infra tbh Admin Srvcs Supervisor Lynnette Smith Acntg Tech Heather Haley PMO Coordinator tbh Software Engineer (3) Tester/QA (1 of 2) tbh Tester/QA (2 of 2) tbh Dev Mgr tbh IT Department Long Term Staffing Plan Org Structure *Sue Lester Replacement (35) 79 This page intentionally left blank 80 POLICE DEPARTMENT Ken Thomas, Chief of Police Phone: 253-856-5800 Fax: 253-856-6802 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: July 5, 2016 TO: Operations Committee FROM: Chief Thomas SUBJECT: School Zone Traffic Safety Camera Program Fund Expenditures -Recommend MOTION: Recommend Council authorize the expenditure of funds from the School Zone Traffic Safety Camera Fund to (1) improve space at the Kent East Hill Shopping Center for the relocation and set-up of the East Hill police substation, in the approximate amount of $35,000, and (2) install a ballistic barrier on portions of the Centennial Center Garage to improve the security of police personnel, in the approximate amount of $115,000; amend the budget; and authorize the Mayor to sign all documents necessary to complete these projects, subject to final terms acceptable to the Police Chief and City Attorney. SUMMARY: School speed zones are located in areas occupied by a high number of pedestrians, especially before, during, and after school, and driver inattention and speeding can have devastating consequences. The strategic placement of automated traffic safety cameras in school zones has been shown to reduce vehicle speeds, thereby reducing the risks to pedestrians. Kent City Code section 9.36.140(F) requires that funds derived from the use of the traffic safety cameras be used to first cover the costs of administering the program, with excess funds to be used for criminal justice-related purposes. The current balance in the fund is in excess of $1 million, and the Kent Police Department seeks approval to use excess funds to cover the cost of two capital improvement projects—relocation and set-up of the East Hill police substation, and installation of a ballistic barrier on the second and third floors of the Centennial Center parking garage to improve the security of police personnel. Both of these projects are explained in more detail in the attached Capital Project Request. Exhibits: Capital Project Request, which details how funds will be used under this request. Budget Impact: Expenditure of $150,000 to come from revenue received in the School Zone Traffic Safety Camera Fund. 81 SCHOOL ZONE CAMERA FUND CAPITAL PROJECT REQUEST PRIORITY ITEM DESCRIPTION COST TIMELINE 1 East Hill Substation Relocation -Facility Set Up $35,000 2016 2 Bullpen Security $115,000 2016 TOTAL $150,000 82 Police Priority #1 Description: East Hill Substation Relocation-Facility Set Up Relocate Sector 2 East Hill Substation from its current location inside the Police/Fire Training Center on 116th Ave to 25635 104th Ave SE. Outdoor signage 4 Police Officer work stations Evidence storage set-up Security cameras Computer station installation/purchase of equipment Lobby area table and chairs Parking signage Total cost $35, 000 Justification: The current East Hill Police Substation is housed inside the City of Kent Police/Fire Training Center located on 116th Ave. This space has been functional, but not within the heart of the community where Police presence will have the most impact. The proposed location is in an area with a consistently higher crime rate and higher density of serious crimes. The new space is located in the shopping complex across from I-Grad and Kent Meridian High School, as well as several businesses that historically required higher than normal police services due to criminal activity. The goal of moving the Police Substation to this crime Hot Spot location is improve the safety of the residents, school children, business owners and patrons. Impact: By moving our Substation to this location the Police Department will develop a stronger foothold into this community, strengthen relationships that will aid in solving crimes, and act as a visible deterrent to crime. 83 Police Priority #2 Description: Kent Police Department Headquarters Security Enhancements Utilize laminate glass as a ballistic barrier on the second and third floors of the west side of the Centennial Garage to enhance safety for police personnel. 1580 sf of ¼ inch .06 PVB laminate glass, glazing and framing Third floor steel stiffeners Plans and Engineering Permits Painting Tax Total cost $115, 000 Justification: Safety of our law enforcement personnel and police department employees is our highest priority. Security of our facility and providing a safe working environment is an obligation and a necessity. The current environment and national atmosphere has never been more challenging or threatening for law enforcement to operate. So far this year there has been an increase in officer deaths with 21 due to gunfire. There has been an average of 9.5 Line of Duty Deaths (LODD) due to ambushes since 2000, with a decline to about six per year in the last several years. However, as of May 2016, there have been five ambush killings of Law Enforcement Officers. This is a significant increase, and a cause of concern to the vulnerabilities of our own facility, as some of these ambushes were directed at officers right outside of their department headquarters. Due to the Centennial Center parking garage, the two main doors that police personnel enter and exit the building and the “Bull Pen” parking area for our patrol cars are extremely vulnerable to attack and ambush. The parking structure provides the attacker with a superior position of elevation, observation and fields of fire to the entire east side of the police department and patrol car parking area. Due to the lighting and concrete construction, the garage also provides cover and concealment to the attacker. This provides any suspect a superior advantage to snipe, engage with gunfire or even throw dangerous objects (rocks, explosives or incendiary ‘Molotov Cocktail’ type devices) at officers or patrol cars. Impact: This course of action would provide a ballistic barrier that would deter and prevent an attacker from shooting or throwing objects from the upper levels of the garage. The laminate glass disrupts and deflects bullets as well as impacting the shooter with high velocity spalling glass and degrading his ability to continue the attack. 84 POLICE DEPARTMENT Ken Thomas, Chief of Police Phone: 253-856-5800 Fax: 253-856-6802 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: July 5, 2016 TO: Operations Committee FROM: Chief Thomas SUBJECT: K2 Police Substation – Recommend MOTION: Recommend authorizing the Mayor to enter into a lease agreement for the Kent East Hill police substation with Kent Hill, LLC for a five-year term, subject to final terms and conditions acceptable to the Police Chief and City Attorney. SUMMARY: The purpose of this lease is to secure a location to establish a police substation on the East Hill. Space is currently available in the Kent East Hill Shopping Center, located at 25635 104th Ave. SE in the city of Kent. While staff is working with the Law Department to negotiate the final terms of the lease agreement, Council approval is being sought for the Mayor to sign the lease once those terms are finalized. Although some provisions of the lease may change from those attached, changes are not anticipated to the substantive provisions concerning rental term or rental rate, as summarized below. If approved by Council, the initial term of the lease will be for a 5-year period, commencing on July 16, 2016, and ending on July 31, 2021, with an option for the City to renew the lease for an additional 5-year term, subject to an adjustment at renewal of the then-fair market rental rate. Under the lease, the City will pay monthly rent in the amount of $1,540, plus an additional monthly amount to cover the City’s pro-rata share of the property’s expenses. Those expenses that are defined as “controllable”, like grounds maintenance, landscaping, and trash removal, will be established at a flat rate, currently proposed to be $5.50 per month, which amount may increase by no more than 5 percent annually. Those expenses that are defined as “non-controllable”, such as King County property taxes or snow removal, will be prorated and based on a percentage of leased space the City occupies as it relates to the overall leasable space at the East Hill Shopping Center. The monthly rent that will be due during years two through five of the initial 5-year term will increase on August 1 of each year by an amount equal to 2 percent of the previous year’s monthly rent. As such, the monthly amount due under each year of the initial 5-year term will be: 85 Term Monthly Payments July 2016 - July 2017 $1,540.00 + Pro-Rata Expenses August 2017 – July 2018 $1,570.80 + Pro-Rata Expenses August 2018 – July 2019 $1,602.22 + Pro-Rata Expenses August 2019 – July 2020 $1,634.26 + Pro-Rata Expenses August 2020 – July 2021 $1,666.94 + Pro-Rate Expenses EXHIBITS: Draft Lease Agreement Budget Impact: Budgeted for 2017 86 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”) is entered into as of the Effective Date (as defined below), by and between KENT HILL, LLC, a Washington limited liability company, with its principal address at 1200 Westlake Avenue N., Suite 310, Seattle, WA 98109 ("Landlord"), and the CITY OF KENT, a Washington municipal corporation (“Tenant"), for a Kent Police Department substation, to be located at 25635 104th Ave. SE (“East Hill Substation”). Throughout this Lease, Landlord and Tenant may each individually be referred to as a “Party” and collectively as the “Parties.” BACKGROUND A. Landlord is the owner in fee simple of a parcel of land located in the City of Kent, King County, Washington, legally described on the attached Exhibit A (the “Property”). B. Tenant is a municipal corporation providing police services in Kent and desires to lease that portion of the Property as depicted on the attached Exhibit B, sometimes referred to as the East Hill Substation, together with normal and customary rights of ingress and egress, as well as the exclusive use of a small number of dedicated parking stalls. C. Accordingly, the Parties are entering into this Lease on the terms and conditions set forth below. AGREEMENT In consideration of their mutual covenants, the Parties agree as follows: 1. Leased Premises. Landlord leases to Tenant and Tenant leases from Landlord that portion of the Property as depicted on the attached Exhibit B (the “Premises”), consisting of approximately 1,274 interior rentable square feet, together with non-exclusive rights of ingress and egress to the Premises and the exclusive use of no less than three parking stalls in the parking lot immediately adjacent to the Premises. 2. Initial Term and Option to Renew. This Lease shall commence on July 16, 2016 (the “Commencement Date”), and end on July 31, 2021 (the “Expiration Date”). Additionally, so long as Tenant is not in material breach of this Lease, including any periods to cure, Tenant shall have the option to renew this Lease for one additional five-year period, subject to the adjustment to then-Fair Market Rent, as described in Section 3. Should Tenant wish to exercise its option to renew this Lease, that option must be exercised in writing and delivered to Landlord at least 60 calendar days before the Expiration Date. 87 3. Monthly Rent. a. Tenant agrees to pay Landlord as Monthly Rent, without notice or demand, the sum of ONE THOUSAND FIVE HUNDRED FORTY AND NO/100 DOLLARS ($1,540.00), plus leasehold tax, if required by law, beginning on the Commencement Date; provided, however, that the Monthly Rent due and owing for the month of July, 2016, shall be pro-rated as of the Commencement Date. Subsequently, the Monthly Rent and all taxes due, if any, shall be paid in advance, on or before the fifth day of every month during the term hereof. All payments shall be mailed to: Kent Hill, LLC, 1200 Westlake Avenue N., Suite 310, Seattle, WA 98109. b. Tenant shall pay Landlord a late payment charge equal to five percent of the Monthly Rent for any payment not paid within five calendar days of when due. Any amounts not paid when due shall bear interest until paid at the rate of one percent per month. c. The Monthly Rent during years two through five of the initial term shall increase, beginning August 1 of each year, by an amount equal to two percent of the previous year’s Monthly Rent. For purposes of this Lease, the term “year” shall refer to the 12-month period beginning August 1 and ending on July 31, and shall not mean a “calendar year” unless specified elsewhere in this Lease, and then only for the limited purpose for which a calendar year is used. d. If Tenant elects to exercise its option to renew the Lease for an additional five years, as described in Section 2, above, then the Monthly Rent during the first year of the five-year renewal term will be adjusted to Fair Market Rent. As used herein, “Fair Market Rent” means the rent paid per square foot, for similar uses on similar properties in South King County, and for units of comparable size (approximately 1,274 square feet). Upon receipt of Tenant’s written request to exercise its renewal option, Landlord shall have 30 days to present Tenant with Landlord’s written proposal for the adjusted Fair Market Rent, along with additional supporting documentation if Landlord’s proposed Fair Market Rent exceeds five percent of the Monthly Rent paid by Tenant for the year ending on July 31, 2021. Landlord and Tenant agree that in no event shall Fair Market Rent be less than the final year’s Monthly Rent under the initial Term of this Lease. If Landlord proposes a Fair Market Rent increase in excess of five percent, Tenant may provide Landlord with written documentation supporting a lower amount for rent paid for square foot based on the same criteria as described in this Subsection 3(d). Landlord and Tenant agree to use best efforts to resolve any disputes regarding Fair Market Rent; however, if Landlord and Tenant cannot agree upon a Fair Market Rent value within 45 days after Landlord presents Tenant with its written proposal for Fair Market Rent, then the Lease shall automatically terminate effective as of August 16, 2021, or sooner, by mutual agreement of the Parties, and Tenant shall be responsible to pay Landlord the pro-rated cost for any use of the premises after July 31, 2021, at the rate of the Monthly Rent in effect for the month of July, 2021. 88 e. Landlord and Tenant have bargained for and hereby agree that this agreement shall be a Triple Net Lease, and that Landlord shall not be required to make any expenditures of any kind in connection with this Lease or to make any repairs or improvements to the Premises except as expressly provided in Exhibit C. The Parties agree that this is a net Lease intended to assure Landlord the rent reserved on an absolute net basis. In addition to the Monthly Rent reserved above, Tenant shall pay to the parties entitled thereto its pro rata share of all taxes, permit fees, assessments, insurance premiums, maintenance charges, and any other direct charges, costs and expenses against the Premises or any other areas to which the Tenant may have exclusive access which may be contemplated under any provisions of this Lease, based on the square footage of Tenant’s Premises as compared to the square footage of all leased and potentially-leasable space on the Property; subject to the following: (1) Tenant’s pro-rata share of Controllable Expenses owed to Landlord under this Lease shall be established at $5.50 per month, and capped at a maximum increase of no more than five percent each year. For purposes of this Lease, “Controllable Expenses” shall include, but not be limited to: grounds maintenance; landscaping; rubbish removal; sidewalk pressure washing; ordinary HVAC upkeep; and similar normal operating expenses generally applicable to all common areas of the Property. (2) Tenant’s pro-rata share of Non-Controllable Expenses, such as King County property taxes and snow removal, will be based on Tenant’s percentage of leased space in the Property as compared to the total square footage of all leased and potentially-leasable space on the Property, whether occupied by other tenants or not. 4. Use of Premises. a. Tenant may use the Premises for the purpose of locating, maintaining, operating, and upgrading, as necessary, the East Hill Substation for the Kent Police Department, including, but not limited to: office space; customer service centers; information technology systems; video and/or audio surveillance equipment; and related law enforcement facilities and equipment (the “Improvements”). Tenant shall use the Premises for no other purpose. b. Tenant shall, at its sole expense, comply with all applicable present and future federal, state, and local laws, ordinances, rules and regulations (including laws and ordinances relating to health, radio frequency emissions, and safety) in connection with the use, operation, maintenance, construction and/or installation of the Improvements in and around the Premises. 5. Landlord and Tenant Improvements; Plans. a. (1) Prior to Tenant’s occupation of the Premises, Landlord agrees to improve the Premises by constructing the improvements as described in 89 Exhibit C. Landlord is solely responsible to provide all labor, materials, and equipment necessary for construction and installation of the improvements. The design and location of Landlord’s improvements, as described in Exhibit C, shall be mutually agreed upon by Landlord and Tenant. Landlord shall ensure that all necessary permits have been issued prior to commencing said improvements. (2) All improvements made pursuant to this subsection shall be constructed in a workmanlike manner without the attachment of any liens to the Premises and shall be completed in compliance with all permits, applicable laws, rules, ordinances, and regulations. Landlord agrees to allow Tenant early access to the Premises if these improvements are completed prior to the Commencement Date. (3) Upon completion of Landlord’s improvements, Landlord shall remove all debris left from the installation of the same, including any abandoned equipment left by Landlord, its contractors, sub-contractors, designers and architects, at Landlord’s sole cost. b. (1) Tenant may improve the Premises by constructing such signage and exterior and interior surveillance equipment as Tenant deems necessary for the safe operation of the East Hill Substation (the “Tenant Improvements”). Tenant is responsible to provide all labor, materials, and equipment necessary for the Improvements. Prior to commencing construction, Tenant shall submit plans and specifications drawn to scale for all Tenant Improvements to Landlord for Landlord’s written approval, which approval shall not unreasonably withheld by Landlord. Construction, installation, or alteration of the Tenant Improvements shall not be commenced until plans for such work have been approved in writing by the Landlord and all necessary permits have been properly issued, and all Tenant Improvements shall be professionally-installed and completed in a workmanlike fashion, to Landlord’s reasonable satisfaction. (2) All Tenant Improvements shall be constructed in a workmanlike manner without the attachment of any liens to the Property and shall be completed in compliance with all permits, applicable laws, rules, ordinances, and regulations. (3) Tenant shall conform and comply with all local land use, regulatory, or building permit conditions issued by the City of Kent in connection with the construction, operation, or maintenance of Tenant’s Improvements and the Improvements contemplated in this Lease. (4) Tenant shall consult with Landlord to arrange a time it will conduct construction of any Tenant Improvements. Tenant agrees to adhere to the pre-arranged schedule for construction of any Tenant Improvements. (5) Upon completion of the Tenant Improvements, Tenant shall remove all debris left from the installation of the Improvements, including any 90 abandoned equipment left by Tenant’s contractors, subcontractors, employees or assigns, at Tenant’s own cost. 6. Maintenance. a. Tenant shall, at its own expense, maintain the Premises and all Improvements, equipment and other personal property related to the East Hill Substation in good working order, condition and repair. Tenant shall keep the Premises free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or interference. b. In the event Landlord or any other tenant undertakes painting, construction or other alterations on Landlord's Property described in Exhibit A, Tenant shall take reasonable measures, at Tenant’s cost, to cover Tenant's equipment, personal property or Improvements and protect them from paint and debris fallout that may occur during the painting, construction or alteration process. This requirement shall not be interpreted as a waiver of any claim Tenant may raise either against Landlord or any third party due to the Landlord or the third parties’ negligence, so long as Tenant has taken reasonable measures to protect Tenant's equipment, property, and facilities as required above. 7. Access. Landlord and its agents shall have the right to enter the Premises at reasonable times, to examine and inspect the Premises, subject to Tenant’s valid public safety concerns; provided, however, that in no event will Landlord, its employees, agents or contractors remove, relocate, alter, modify or otherwise tamper with Tenant’s Improvements. Tenant shall have 24-hours-a-day, 7-days-a-week access to the Premises. Landlord or Landlord’s employees, agents, or contractors shall check in at Tenant’s front counter at the Premises to request reasonable access to the Premises during regular business hours of 8:00 a.m. to 5:00 p.m., which access may be withheld at Tenant’s reasonable discretion. 8. Utilities. Tenant shall, at its expense, separately meter charges for the consumption of electricity and other utilities associated with its use of the Premises and shall timely pay all costs associated therewith. 9. License Fees. Tenant shall pay, as they become due and payable, all fees, charges, taxes and expenses required for licenses and/or permits required for or occasioned by Tenant's use of the Premises and immediately adjacent areas associated with the East Hill Substation. 10. Approvals; Compliance with Laws. Tenant's use of the Premises is contingent upon its obtaining all certificates, permits, zoning, and other approvals that may be required by any federal, state or local authority. Tenant shall erect, maintain and operate Tenant’s Improvements in accordance with site standards, statutes, ordinances, rules and regulations now in effect or that may be issued thereafter by any authority having jurisdiction. 91 11. Default. It shall be a default if: a. Tenant defaults in the payment of Monthly Rent or any other sums payable to Landlord when due, and does not cure such default within 15 calendar days after written notice of default is sent by Landlord; b. Tenant abandons or vacates the Premises for a period longer than 180 consecutive days and evidences no intent to return; c. Tenant fails, at any time during this Lease (including optional renewal periods), to conform or comply with any local land use, regulatory, or building permit conditions issued by any governmental agency in connection with the construction, operation, or maintenance of Tenant’s facilities contemplated in this Lease; d. Tenant is adjudicated as bankrupt or makes any assignment for the benefit of creditors; e. Tenant becomes insolvent; or f. Either Party defaults in the performance of any other covenant or condition of this Lease and does not cure such other default within 30 calendar days after written notice from the non-defaulting Party specifying the default at issue; provided, however, that neither Party will be in non-monetary default under this subsection if it begins to cure the alleged default within the 30-day period and thereafter diligently prosecutes the cure to completion. 12. Cure by Landlord. In the event of any default of this Lease by Tenant, Landlord may, at any time after the specified notice period has run, cure the default for the account of and at the expense of the Tenant. If Landlord is compelled to pay or elects to pay any sum of money or to do any act that will require the payment of any sum of money or is compelled to incur any expense, including reasonable attorney fees in instituting, prosecuting or defending any action to enforce Landlord's rights under this Lease, the sums so paid by Landlord, with all interest, costs and damages shall be deemed to be Additional Rent and shall be due from Tenant to Landlord on the first day of the month following the incurring of the respective expenses. If Tenant disputes the appropriateness of the Additional Rent in good faith, Tenant will pay such Additional Rent “under protest”. Any payment under protest by Tenant shall not be considered an admission of liability or a waiver of Tenant’s rights under this Agreement, and such payment shall be subject to refund if Tenant’s position is upheld by a court of competent jurisdiction. 13. Optional Termination. Except for instances of default as set forth in Section 11, this Lease may be terminated (a) by Tenant if it is unable to obtain or maintain any license, permit, or other governmental approval necessary for the construction and/or operation of Tenant's business under this Lease or Tenant, in its sole discretion, determines that the use of the Premises is obsolete or unnecessary; (b) by Landlord upon 90 days prior written notice to Tenant, if 92 Tenant’s use of the Premises violates applicable laws or ordinances; or (c) by Landlord if Tenant loses its accreditation to provide Police protection services. 14. Termination; Notice. Except as otherwise provided in this Lease, any notice of termination shall be given to the other Party in writing at least 30 calendar days prior to the proposed termination date. 15. Damage or Destruction. If Tenant’s or Landlord’s Improvements, or any portion thereof, are destroyed or damaged so as to materially hinder effective use of the Premises as a Police Substation through no fault or negligence of Tenant, Tenant may elect to terminate this Lease upon 30 calendar days' written notice to Landlord. In such event, Tenant shall promptly remove all Tenant Improvements from the Premises. This Lease (and Tenant’s obligation to pay rent) shall terminate upon Tenant’s fulfillment of the obligations set forth in the preceding sentence, at which termination Tenant shall be entitled to the reimbursement of any Monthly Rent prepaid by Tenant. Landlord shall have no obligation to repair any damage to any portion of the Property, the Premises or any related incidental areas. 16. Condemnation. In the event the Premises are taken by eminent domain, this Lease shall terminate as of the date title to the Premises vests in the condemning authority. In the event a portion of the Premises is taken by eminent domain, either Party shall have the right to terminate this Lease as of said date of title transfer, by giving 30 days written notice to the other Party. In the event of any taking under the power of eminent domain, Tenant shall not be entitled to any portion of the reward paid for the taking and Landlord shall receive full amount of such award. Tenant hereby expressly waives any right or claim to any portion of all damage awards, whether awarded as compensation for diminution in value of the leasehold or the fee of the Premises. Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant on account of any and all damage to Tenant's business and any costs or expenses incurred by Tenant in moving/removing its equipment, personal property, and Improvements. 17. Indemnity. a. Disclaimer of Liability: Except for the negligence or willful misconduct of Landlord, Landlord shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of Tenant's construction, maintenance, repair, use, operation, condition or dismantling of the Property, the Premises, the parking stalls, and any Improvements made by Tenant. b. Indemnification: Tenant shall, at its sole cost and expense, indemnify and hold harmless Landlord and all associated, affiliated, allied and subsidiary entities of Landlord, now existing or hereinafter created, and their respective officers, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as “Indemnitees”), from and against: 93 (1) Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or be asserted against the Indemnitees by reason of any act or omission of Tenant, its personnel, employees, agents, contractors or subcontractors, resulting in personal injury, bodily injury, sickness, disease or death to any person or damage to, loss of or destruction of tangible or intangible property, libel, slander, invasion of privacy, and unauthorized use of any trademark, trade name, copyright, patent, service mark or any other right of any person, firm or corporation, which may arise out of or be in any way connected with the construction, installation, operation, maintenance, use or condition of Tenant’s Improvements, Tenant’s use of the Premises and Access Easement, or Tenant's failure to comply with any federal, state or local statute, ordinance or regulation. (2) Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and other consultants), which are imposed upon, incurred by or asserted against the Indemnitees by reason of any claim or lien arising out of work, labor, materials or supplies provided by or supplied to Tenant, its contractors or subcontractors, for the installation, construction, operation, maintenance or use of the Premises, Access Easement, and Tenant’s Improvements. Tenant shall cause such claim or lien covering Landlord's Property to be discharged or bonded per the requirements in section 5(a)(2) above. (3) Notwithstanding the foregoing, Tenant shall not indemnify, defend or hold harmless Landlord for any liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses or expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and other consultants), arising out of the Landlord’s negligence or willful misconduct. c. Assumption of Risk: Tenant undertakes and assumes for its officers, agents, affiliates, contractors and subcontractors and employees all risk of dangerous conditions, if any, on or about the Property and the Premises. Tenant's assumption of risk shall not apply to any latent defects or other dangerous situations, if Landlord knows or should know that defect or situation exists but has not disclosed that information to Tenant. d. Defense of Indemnitees: In the event any action or proceeding is brought against the Indemnitees by reason of any matter for which the Indemnitees are indemnified hereunder, Tenant shall, upon notice from any of the Indemnitees, at Tenant's sole cost and expense, diligently resist and defend the same; provided, however, that Tenant shall not admit liability in any such matter on behalf of the Indemnitees without the written consent of Landlord and provided further that Indemnitees shall not admit liability for, nor enter into any compromise or settlement of, any claim for which they are indemnified hereunder, without the prior written consent of Tenant. 94 e. Notice, Cooperation and Expenses: Landlord shall give Tenant prompt notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this Section 17. Nothing herein shall prevent Landlord from cooperating with Tenant and participating in the defense of any litigation by Landlord's attorney, so long as the participation is coordinated with Tenant's attorney. Tenant shall pay all expenses incurred by Landlord in response to any such actions, suits or proceedings. These expenses shall include all out-of-pocket expenses, such as the reasonable value of any services rendered by Landlord's attorney; the actual expenses of Landlord's agents, employees, or expert witnesses; and disbursements and liabilities assumed by Landlord in connection with such suits, actions or proceedings. Provided, however, these expenses shall not include attorneys’ fees for services that are unnecessarily duplicative of services provided to Landlord by Tenant. 18. Insurance. Tenant agrees to comply with the insurance requirements of Exhibit D at all times during the term of this Lease. Any payment of deductible or self-insured retention shall be the sole responsibility of the Tenant. 19. Hazardous Substance Indemnification. Tenant represents and warrants that its use of the Premises will not generate any hazardous substance, and it will not negligently or intentionally store, or dispose, or transport over the Premises any hazardous substance in violation of any federal or state law. Tenant further agrees to hold Landlord harmless from and indemnify Landlord against any release of any such hazardous substance and any damage, loss, or expense or liability resulting from such release including all attorneys' fees, costs and penalties incurred as a result thereof except any release caused by the negligence of Landlord, its employees or agents. Similarly, Landlord warrants that the Premises are free of any hazardous substances and agrees to indemnify and hold Tenant harmless from the Landlord's negligent or intentional introduction of any hazardous substance by Landlord. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. 20. Holding Over. Any holding over after the expiration of the Initial Term of this Lease, with the consent of the Landlord, shall be construed to be a tenancy from month to month and rent shall be paid by Tenant at 120% of the Monthly Rent for the last year of the Initial Terms, and shall otherwise be on the terms and conditions herein specified, so far as applicable. 21. Subordination to Mortgage. Any mortgage now or subsequently placed upon the Property of which the Premises are a part shall be deemed to be prior in 95 time and senior to the rights of Tenant under this Lease. Tenant subordinates all of its interest in the leasehold estate created by this Lease to the lien of any such mortgage. Tenant shall, at Landlord's request, execute any additional documents necessary to indicate this subordination within 10 days of written request by Landlord; provided that such documents include provisions by which Landlord’s mortgagees agree that Tenant’s use and quiet enjoyment of the Premises will not be disturbed so long as Tenant is not in default under this Lease. 22. Acceptance of Premises. With the exception of latent defects and any hazardous substance contamination existing prior to the Commencement Date, by taking possession of the Premises, Tenant accepts the Premises “AS-IS,” in the condition existing as of the Commencement Date. Landlord makes no representation or warranty with respect to the condition of the Premises or their fitness for any of Tenant’s intended uses thereof. 23. Estoppel Certificate. Tenant shall, at any time and from time to time upon not less than 30 days prior request by Landlord, deliver to Landlord a statement in writing certifying that (a) the Lease is unmodified and in full force (or if there have been modifications, that the Lease is in full force as modified and identify the modifications); (b) the dates to which rent and other charges have been paid; (c) so far as the person making the certificate knows, Landlord is not in default under any provisions of the Lease; and (d) such other matters as Landlord may reasonably request. 24. Notices. All notices, requests, demands, and other communications required to be sent pursuant to this Lease shall be in writing and shall be deemed given if mailed, certified mail, return receipt requested, or by a nationally recognized courier service, to the following addresses: If to Landlord, to: KENT HILL, LLC 1200 Westlake Avenue N. Suite 301 Seattle, WA 98109 If to Tenant, to: City Clerk City of Kent 220 Fourth Avenue South Kent, WA 98032 25. Successors and Assigns. This Lease shall run with the land and be binding upon and inure to the benefit of the Parties, their respective successors, personal representatives and assigns. 26. Non-Waiver. Failure of either Party to insist on strict performance of any of the conditions, covenants, terms or provisions of this Lease or to exercise any of its rights hereunder shall not waive such rights, but such Party shall have the rights to enforce such rights at any time and take such action as might be lawful or authorized hereunder, either in law or equity. The receipt of any sum paid 96 by Tenant to Landlord after a breach of this Lease shall not be deemed a waiver of such breach unless expressly set forth in writing. 27. Miscellaneous. a. Landlord and Tenant represent that each, respectively, has full right, power, and authority to execute this Lease. b. This Lease constitutes the entire agreement and understanding of the Parties and supersedes all offers, negotiations, and other agreements of any kind. There are no representations or understandings of any kind not set forth herein. Any modification of or amendment to this Lease must be in writing and executed by both Parties. c. This Lease shall be construed in accordance with the laws of the State of Washington. Venue and jurisdiction of any lawsuit arising out of the performance or obligations of this lease shall be in the King County Superior Court, Kent Regional Justice Center, Kent, Washington. d. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. e. Landlord covenants that Tenant, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. THIS LEASE IS EXECUTED and shall become effective on the last date indicated below (the “Effective Date”). LANDLORD: TENANT: KENT HILL, LLC CITY OF KENT By: By: Print Name: Print Name: Suzette Cooke Its: Its: Mayor Date: Date: APPROVED AS TO FORM: ______________________________ Kent Law Department 97 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Suzette Cooke is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Mayor of the City of Kent to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: -Notary Seal Must Appear Within This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. (Signature) NOTARY PUBLIC, in and for the State of Washington, residing at My appointment expires 98 State of Washington ) ) ss. County of King ) On __________________, before me, ___________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Washington that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _____________________________ Signature of Notary Public Place Notary Seal Above P:\Civil\Files\Open Files\1822-Police Substations (Panther Lake & Woodmont)\East Hill Substation\Kent E Hill Shopping Cntr substation lease.docx 99 EXHIBIT A DEPICTION OF LANDLORD'S PROPERTY The land in the County of King, State of Washington, described as follows: Parcel # 2922059015 E 330 FT OF NW ¼ OF NW ¼ SECTION 29, TOWNSHIP 22, RANGE 5; LESS N 264 FT & S 865.52 FT & LESS E 37 FT FOR 104TH AVE SE – AS PER UNNUMBERES CITY OF KENT LOT LINE PROPERTY ADDRESS: 25605 104th Ave SE Parcel # 2922059080 POR NW ¼ OF THE NW ¼ Section 29, Township 22, Range 5; DAF: BEG AT PT OF INTSN W LN OF E 330FT SD SUBD WITH N LN OF S 865.52 FT SD SUBD TH 2 00- 05-41 E ALG SD W LN 66.00 FT TO PROPERTY ADDRESS: 25655 104TH AVE SE Parcel # 2922059106 N 151.78 FT OF S 865.52 FT OF W 98.81 FT OF E 135.81 FT OF NW ¼ OF NW ¼ Section 29, Township 22, Range 5; AS PER UNNUMBERED CITY OF KENT LOT LINE ADJUSTMENT RECORDING PROPERTY ADDRESS: 25649 104th AVE SE 100 101 EXHIBIT C LANDLORD’S IMPROVEMENTS 102 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 6/30/2016 Seattle-Alliant Insurance Services, Inc. 1420 Fifth Avenue, Suite 1500 Seattle WA 98101 City of Kent 220 Fourth Avenue South Kent WA 98032-5895 Allied World Assurance Co (U.S.) In Princeton Excess & Surplus Lines In Safety National Casualty Corporatio 19489 10786 15105 Conni E Scott 206-204-9140 206-204-9205 cscott@alliant.com KE583802 626995200 B Y Y N1A3RL000006905 1/1/2016 1/1/2017 SIR 5,000,000 250,000 X X B Y X Deductible N1A3RL000006905 1/1/2016 1/1/2017 5,000,000 SIR 250,000 A X 03059914 1/1/2016 1/1/2017 15,000,000 15,000,000 C N SP4052264 1/1/2016 1/1/2017 X 1,000,000* 1,000,000 1,000,000 B Stop Gap N1A3RL000006905 1/1/2016 1/1/2017 Each Occurrence Aggregate Deductible $5,000,000 $5,000,000 $250,000 * Work Comp has a $500,000 SIR RE: Proof of Liability Insurance - Lease of East Hill Substation at 25635 104th Ave. SE, Kent, WA by Kent Police Department Kent Hills, LLC 1200 Westlake Ave. N., Suite 310 Kent WA 98109 103 This page intentionally left blank 104 City of Kent Human Resources Department Marty Fisher, Director RISK MANAGEMENT Chris Hills, ARM-P, CRM, Risk Manager 400 West Gowe Street Kent, WA 98032 OFFICE: 253 856-5285 Fax: 253 856-6270 DATE: July 5, 2016 TO: Operations Committee FROM: Chris Hills, Risk Manager SUBJECT: 2016 Property Insurance Program Review – Information Only Motion: Information Only SUMMARY: Briefing on the City’s 2016-17 Property Insurance Program. BUDGET IMPACT: Property insurance premium remains within budget projected during the 2016 Budget process. BACKGROUND: Property Insurance renewal was July 1. The recent premium history is as follows: July 2013 to July 2014 $470,088* *Note that beginning with the 2013/2014 policy period, Flood coverage was limited to $5M for ShoWare due to change in Flood Zone determination for the property. Overall, Earthquake and Flood coverage limit was $50M July 2014 to July 2015 $432,856 Premium decrease of 7.9 percent. No change in Earthquake/Flood limits ($50M) July 2015 to July 2016 $404,800 Premium decrease of 6.5 percent, includes increase in Earthquake/Flood limit from $50M to $75M. ShoWare remains at $5M. July 2016 to July 2017 $363,100 Premium decrease of 10.3 percent, despite having negotiated a “flat” renewal for 2016-17. 105 CITY OF KENT $25,000,000 $25,000,000 $300M Primary 2015 / 2016 2016 / 2017 *Excludes Surplus Lines Taxes & Fees Lexington 100% $323,000 All Risk Earthquake and Flood Deductibles: $100,000 Earthquake: 5%/$100,000 Minimum Flood: $250,000 except 5%/$1M at ShoWare TIV: $301,806,703 Premium: $405,000* Rate: .134* (-8.3%) Flood - ShoWare Lexington 100% All Risk $300,000 $300,000,000 $75,000,000 $5,000,000 All Risk Earthquake and Flood Deductibles: $100,000 Earthquake: 5%/$100,000 Minimum Flood: $250,000 except 5%/$1M at ShoWare TIV: $302,328,325 Premium: $363,100* Rate: .120* (-10.5%) Flood - ShoWare $300,000,000 $75,000,000 $5,000,000 Empire 15% of 50M x 25M $12,300 Lexington $25M General Specialty 25% of 50M x 25M $20,500 QBE 60% of 50M x 25M $49,200 Empire 15% of 50M x 25M $93,725 Lexington $25M General Specialty 25% of 50M x 25M $15,625 QBE 60% of 50M x 25M $37,500 106 Kent Council Operations Committee Consolidating Budget Adjustment FINANCE Aaron BeMiller, Director Phone: 253-856-5260 Fax: 253-856-6255 Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: July 5, 2016 TO: Operations Committee FROM: Aaron BeMiller, Finance Director SUBJECT: Director’s Report MOTION: No motion: Non-action item SUMMARY: The Finance Director will report out financial or operational item(s). BUDGET IMPACT: BACKGROUND: 107