The URL can be used to link to this page

Resolution No. 2018-032RESOLUTION NO. 2018-32 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN MASTER SERVICES AGREEMENT FOR UPSTREAM INTERNET ACCESS SERVICES BY AND BETWEEN THE CITY OF VERNON AND CENTURYLINK COMMUNICATIONS, LLC WHEREAS, the City of Vernon ("Vernon" or the "City") has installed a fiber-optic cable network around the perimeter of the City and is providing excess inactivated or dark fibers to businesses in the City to enable such businesses to have access to voice, data and/or video services; and WHEREAS, Vernon desires to lease internet bandwidth from internet content providers in order to provide dedicated internet access services to Vernon businesses using Vernon's fiber optic network infrastructure; and WHEREAS, on January 7, 2008, the City Council of the City of Vernon adopted Resolution No. 9518 approving a Business Markets Master Service Agreement and Service Order Form (the "Master Agreement") with Level 3 Communications, LLC ("Level 3"), formerly Wiltel Communications LLC, for dedicated internet access service ("DIA Services"); and WHEREAS, on October 5, 2009, the City Council of the City of Vernon adopted Resolution No. 10,076 approving an agreement for continuation of DIA Services for a 12-month period; and WHEREAS, on March 22, 2011, the City Council of the City of Vernon adopted Resolution No. 2011-42 approving an agreement for continuation of DIA Services for a 12-month period; and WHEREAS, on June 19, 2012, the City Council of the City of Vernon adopted Resolution No. 2012-109 approving an agreement for continuation of DIA Services for a two-year period; and WHEREAS, on June 17, 2014, by minute order, the City Council of the City of Vernon approved an agreement for continuation of DIA Services for a two-year period; and WHEREAS, following the end of the term set forth in the Agreement executed on or about June 30, 2014, Level 3 continued to provide DIA Services to the City on a month -to month -basis pursuant to the Master Agreement; and WHEREAS, on June 5, 2018, the City Council of the City of Vernon adopted Resolution No. 2018-21 approving an agreement for upgrade and continuation of DIA Services for a one-year period, effective as of July 1, 2017; and WHEREAS, Level 3 is one of the City's two upstream internet service providers that delivers large internet bandwidth circuits to the City's fiber optic network system; and WHEREAS, having two providers allows the City to deliver commercial internet access services to residences and businesses within the City in a reliable and redundant manner; and WHEREAS, City staff contacted a number of potential providers, namely XO Communications and AT&T, which were unable to secure firm pricing because the providers wanted to investigate the physical connectivity, prepare construction cost estimates and identify a timeline to deliver the services provided with the request of the City first entering into an agreement; and WHEREAS, this process was not an option for the City given that staff did not know when the services would be delivered and at what cost; and WHEREAS, replacing any of the existing circuits with a new - 2 - provider's circuit would have required substantial system downtime and construction of new fiber optic infrastructure from a remote central office leading into the City Hall basement; and WHEREAS, such construction would have reduced the City's system reliability and potentially created customer service interruptions; and WHEREAS, for those reasons, it was "commercially unreasonable" to procure such telecommunications services through standard bidding or request for proposal procedures; and WHEREAS, meanwhile, the City is currently connected to Level 3 network, which is now owned by Centurylink Communications, LLC ("Centurylink"); and WHEREAS, historically, Level 3 service delivery has met the City's Internet Access Services reliability requirements in a responsible manner; and WHEREAS, Centurylink's proposed Master Services Agreement (the "Centurylink MSA") will decrease the city's existing pre-tax monthly bill by $325, from a monthly charge of $3,900 to $3,575, and more than double the transmission speeds from 200 Mbps to 500 Mbps; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of Sections 2.17.12(A)(6) and 2.17.12(B)(1) of the Vernon Municipal Code, neither competitive bidding nor competitive selection is necessary to enter into the Centurylink MSA to provide fiber optic DIA Services to the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby - 3 - finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act ("CEQA") review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378. SECTION 3: The City Council of the City of Vernon hereby approves the Centurylink MSA, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Centurylink MSA for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Centurylink MSA attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to send a fully executed Centurylink MSA to Centurylink. - 4 - SECTION 7: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 4th day of Se tember, 2018. n, Name: Yvette Woodruff -Peres ATTEST: Maria Ayala, ity Clerk APPROVED AS TO FORM: /w/11 r Bria n, YVSenl Deputy City Attorney Title: Mayor / � - 5 - #+�yr ~F�� .1 �i..�W ��.: \..�i9 id�i .l��aii STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Maria E. Ayala, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2018-32, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, September 4, 2018, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this Iltday of September, 2018, at Vernon, California. (SEAL) - 6 - Mar'a E. Aya , City Clerk EXHIBIT A CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION This Master Service Agreement ("Agreement") is between CENTURYLINK COMMUNICATIONS, LLC ("CenturyLink") and CITY OF VERNON ("Customer") and is effective on the date the last party signs it (the "Effective Date"). This Agreement provides the terms and conditions applicable to Customer's purchase of products and services ("Service") from CenturyLink. 1. Term. The term of the Agreement will commence on the Effective Date and continue for three years from the Effective Date, unless earlier terminated in accordance with the Agreement ("Term"). 2. Service. CenturyLink will provide Service in accordance with the Agreement, including all applicable Service Schedules, Service Exhibits, Statements of Work, Order(s), pricing attachments, and any other documents that are attached or expressly incorporated into the Agreement ("Service Attachments"). The following Service Attachments, if any, are initially attached and incorporated into the Agreement. At CenturyLink's discretion, additional Service Attachments may be added by Amendment or by Customer placing an Order. ■ Level 3® Internet Services 3. Order(s). Customer may submit requests for Service in a form designated by CenturyLink ("Order"). The term for a Service is defined in the applicable Service Attachment ("Service Term"). The parties agree that any Order issued under this Agreement will not have a Service Term that extends beyond the Term of the Agreement, even if stated otherwise in an Order. If a Service Term expires before the expiration of the Term of the Agreement, the Order will continue on a month to month basis until the expiration or termination of the Agreement.. CenturyLink will notify Customer of acceptance of requested Service in the Order by delivering (in writing or electronically) the date by which CenturyLink will install Service (the "Customer Commit Date"), by delivering the Service, or by the manner described in a Service Attachment. Renewal Orders will be accepted by CenturyLink's continuation of Service. For moves, adds or changes agreed to by CenturyLink, Customer will pay CenturyLink's then current charges unless otherwise specifically stated in a Service Attachment. 4. Billing and Payment. 4.1 Commencement of Billing. Unless otherwise set forth in a Service Attachment, CenturyLink will deliver written or electronic notice (a "Connection Notice") to Customer when Service is installed, at which time billing will commence ("Service Commencement Date"). If Customer notifies CenturyLink within three days after delivery of the Connection Notice that Service is not functioning properly, CenturyLink will correct any deficiencies and, upon Customer's request, credit Customer's account in the amount of 1 /30 of the applicable monthly recurring charge (MRC) for each day the Service did not function properly. If CenturyLink cannot complete installation due to Customer delay or inaction, CenturyLink may begin charging Customer for the Service, and Customer will pay such charges. 4.2 Payment of Invoices and Disputes. Invoices are delivered or made available monthly and due 30 days after the invoice date. Fixed charges are billed in advance and usage -based charges are billed in arrears. Customer's payments to CenturyLink must be made via an ACH transfer or any CenturyLink approved payment portal (e.g., CenturyLink Control Center) in the currency stated on the invoice. CenturyLink may charge administrative fees where Customer's payment and invoice preferences deviate from CenturyLink's standard practices. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law (whichever is less). CenturyLink may charge Customer reasonable attorneys' fees and any third -party collection costs CenturyLink incurs in collecting such amounts. Customer is responsible for all charges regarding the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 90 days from the date of the invoice. If CenturyLink determines in good faith that a disputed charge was billed correctly, Customer must pay such amounts within 10 days after CenturyLink provides notice of such determination. Customer may not offset disputed amounts from one invoice against payments due on the same or another account. 4.3 Taxes and Fees. Excluding taxes based on CenturyLink's net income, Customer is responsible for all taxes and fees arising in any jurisdiction imposed on or incident to the provision, sale or use of Service. This includes value added, consumption, sales, use, gross receipts, withholding, excise, access, bypass, ad valorem, franchise or other taxes, fees, duties or surcharges (e.g., regulatory and 911 surcharges), whether imposed on CenturyLink or a CenturyLink affiliate, along with similar charges stated in a Service Attachment (collectively "Taxes and Fees"). Some Taxes and Fees, and costs of administering the same, are recovered through imposition of a percentage surcharge(s) on the charges for Service. If Customer is required by law to make any deduction or withholding of withholding Taxes from any payment due hereunder to CenturyLink, then, notwithstanding anything to the contrary in this Agreement, the gross amount payable by Customer will be increased so that, after any such deduction or withholding for such withholding Taxes, the net amount received by CenturyLink will not be less than CenturyLink would have received had no such deduction or withholding been required. Charges for Service are exclusive of Taxes and Fees. Customer may present CenturyLink with an exemption certificate eliminating CenturyLink's liability to pay certain Taxes and Fees. The exemption will apply prospectively. 4.4 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 Op ID #: 55749104 Page 1 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION Agreement without incurring any termination charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. 4.5 Regulatory and Legal Changes. If changes in applicable law, regulation, rule or order materially affect delivery of Service, the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within 30 days after CenturyLink's notice requesting renegotiation, CenturyLink may, on a prospective basis after such 30-day period, pass any increased delivery costs on to Customer. If CenturyLink does so, Customer may terminate the affected Service on notice to CenturyLink delivered within 30 days of the cost increase taking effect. 4.6 Cancellation and Termination Charges. Unless otherwise set forth in a Service Attachment (a) Customer may cancel an Order (or portion thereof) prior to the delivery of a Connection Notice upon written notice to CenturyLink identifying the affected Order and Service. If Customer does so, Customer will pay CenturyLink a cancellation charge equal to the sum of: (1) for "off -net" Service, third party termination charges for the cancelled Service; (2) for "on -net" Service, one month's monthly recurring charges for the cancelled Service; (3) the non -recurring charges for the cancelled Service; and (4) CenturyLink's out-of-pocket costs (if any) incurred in constructing facilities necessary for Service delivery. (b) Customer may terminate a specified Service after the delivery of a Connection Notice upon 30 days' written notice to CenturyLink. If Customer does so, or if Service is terminated by CenturyLink as the result of Customer's default, Customer will pay CenturyLink a termination charge equal to the sum of: (1) all unpaid amounts for Service actually provided; (2) 100% of the remaining monthly recurring charges for months 1-12 of the Service Term; (3) 50% of the remaining monthly recurring charges for month 13 through the end of the Service Term; and (4) if not recovered by the foregoing, any termination liability payable to third parties resulting from the termination and any out-of-pocket costs of construction to the extent such construction was undertaken to provide Service hereunder. The charges in this Section represent CenturyLink's reasonable liquidated damages and are not a penalty. 5. Default. If (a) Customer fails to make any payment when due and such failure continues for five business days after CenturyLink's written notice, or (b) either party fails to observe or perform any other material term of this Agreement and such failure continues for 30 days after the other party's written notice, then the non -defaulting party may: (i) terminate this Agreement and/or any Order, in whole or in part, and/or (ii) subject to Sections 6.1 (Damages Limitations) and 6.3 (Service Levels), pursue any remedies it may have at law or in equity. 6. Liabilities and Service Levels. 6.1 Damages Limitations. Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Agreement or any Order. 6.2 Disclaimer of Warranties. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE ATTACHMENT. 6.3 Service Levels. (a) Any "Service Level" commitments applicable to Services are contained in the Service Attachments applicable to each Service. If CenturyLink does not meet a Service Level, CenturyLink will issue to Customer a credit as stated in the applicable Service Attachment on Customer's request. CenturyLink's maintenance log and trouble ticketing systems are used to calculate Service Level events. Scheduled maintenance under Section 8 and force majeure events are considered Excused Outages. (b) Unless otherwise set forth in a Service Attachment, to request a credit, Customer must contact Customer Service (contact information is located at http://www.leve13.com) or deliver a written request with sufficient detail to identify the affected Service. The request for credit must be made within 60 days after the end of the month in which the event occurred. Total monthly credits will not exceed the charges for the affected Service for that month. Customer's sole remedies for any nonperformance, outages, failures to deliver or defects in Service are contained in the Service Levels applicable to the affected Service. 6.4 Right of Termination for Installation Delay. Unless otherwise set forth in a Service Attachment, in lieu of installation Service Level credits, if CenturyLink's installation of Service is delayed by more than 30 business days beyond the Customer Commit Date, Customer may terminate the affected Service without liability upon written notice to CenturyLink, provided such written notice is delivered prior to CenturyLink delivering a Connection Notice for the affected Service. This Section will not apply where CenturyLink is constructing facilities to a new location not previously served by CenturyLink. 7. Customer Premises; Title to Equipment. If access to non-CenturyLink facilities is required for the installation, maintenance, grooming, movement, upgrade and/or removal of CenturyLink network or equipment, Customer will, at its expense: (a) secure such right of access and (b) arrange for the provision and maintenance of power and HVAC as needed for the proper operation of such equipment Op ID #: 55749104 Page 2 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION and network. Title to CenturyLink-provided equipment (including software) remains with CenturyLink. Customer will not create or permit to be created any encumbrances on CenturyLink-provided equipment. 8. Scheduled Maintenance and Local Access. Scheduled maintenance will not normally result in Service interruption. Unless otherwise set forth in a Service Attachment, if scheduled maintenance requires Service interruption CenturyLink will: (1) provide Customer seven days' prior written notice, (2) work with Customer to minimize interruptions and (3) use commercially reasonable efforts to perform such maintenance between midnight and 6:00 a.m. local time. If third -party local access services are required for the Services, Customer will: (1) provide CenturyLink with circuit facility and firm order commitment information and design layout records to enable cross -connects to CenturyLink Service(s) (provided by CenturyLink subject to applicable charges), (2) cooperate with CenturyLink (including changing demarcation points and/or equipment and providing necessary LOAs) regarding circuit grooming or re -provisioning, and (3) where a related Service is disconnected, provide CenturyLink a written disconnection firm order commitment from the relevant third -party provider. CenturyLink may re -provision any local access circuits from one off -net provider to another or to the CenturyLink owned and operated network (on -net), and such changes will be treated as scheduled maintenance. 9. General Terms. 9.1 Force Majeure. Neither party will be liable, nor will any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party's reasonable control ("force majeure event"). 9.2 Assignment and Resale. Neither party may assign its rights or obligations under this Agreement or any Service Attachment without the prior written consent of the other party, which will not be unreasonably withheld. However, either party may assign its rights and obligations under this Agreement or any Order without the consent of the other party: (1) to any subsidiary, parent, or affiliate that controls, is controlled by, or is under common control with that party; (2) pursuant to the sale or transfer of substantially all of the business or relevant assets of that party; or (3) pursuant to any financing, merger, or reorganization of that party. This Agreement and all Service Attachments will apply to any permitted transferees or assignees. Any assignee of Customer must have a financial standing and creditworthiness equal to or better than Customer's. Unless otherwise set forth in a Service Attachment, Customer may provide Service to third parties or use the Services in connection with goods or services provided by Customer to third parties ("Customer Provided Services"). To the extent permitted under law, Customer will be responsible for any claims arising from or related to any Customer Provided Services. If Customer sells telecommunications services, Customer certifies that it has filed all required documentation and will at all times have the requisite authority with appropriate regulatory agencies respecting the same. Nothing in this Agreement confers upon any third party any right, benefit or remedy hereunder. 9.3 Affiliates. CenturyLink may use a CenturyLink affiliate or a third party to provide Service to Customer, but CenturyLink will remain responsible to Customer for Service delivery and performance. Customer's affiliates may purchase Service under this Agreement, and Customer will be jointly and severally liable for all claims and liabilities related to Service ordered by any Customer affiliate. 9.4 Notices. Notices will be in writing and deemed received if delivered personally, sent via facsimile, pre -paid overnight courier, electronic mail (if an e-mail address is provided below) or sent by U.S. Postal Service or First Class International Post. Unless otherwise provided for in a Service Attachment, requests for disconnection of Service (other than for default) must be submitted to CenturyLink via Customer's portal at https://www.centurylink.com/business/login/ or via the following website / link: hftp://wwwl.level3.com/disco/disco.htmi and will be effective 30 days after receipt (or such longer period set forth in a Service Attachment). Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CenturyLink via Customer's portal at https://www.centurylink.com/business/login/ or via Email at: billing(a)i.centurylink.com. Customer failure to follow this process and/or provide complete information may result in continued charges that will not be credited. All legal notices will be addressed to CenturyLink at: 931 141h Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Notice Coordinator; and to any electronic or physical address of Customer as provided in the Agreement or in its absence, to Customer's address identified on the Order or as reflected in CenturyLink's records, Attn. General Counsel. 9.5 Acceptable Use Policy and Data Protection. Customer must conform to an applicable Acceptable Use Policy ("AUP") for Services purchased under this Agreement and to the CenturyLink Privacy Policy, which is available at hftp://www.centurylink.com/aboutus/legal/privacy-policy.htm1. Unless otherwise set forth in a Service Attachment, the applicable AUP is available at http://www.level3.com/en/security-law-enforcement-and-acceptable-use-policy/acceptable-use-policy/. 9.6 Confidentiality; California Public Records Act. (a) Except as provided in subsection 9.6(b) below, neither party will: (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 received from the other party. Confidential information will not include (i) this Agreement or the terms thereof; or (ii) Customer Data except as may be described in a Service Attachment. 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. Each party will limit disclosure and access to confidential information to those of its employees, contractors, attorneys or other representatives who reasonably require such access to accomplish the Agreement's purposes and who are subject to confidentiality obligations at least as restrictive as those contained herein. (b) Notwithstanding anything to the contrary herein in subsection 9.6(a) above, CenturyLink acknowledges that Customer is subject to the requirements of the California Public Records Act ("CPRA"), codified at California Government Code § 6250 to 6276.48, and that certain information in the possession of Customer is subject to public release. CenturyLink recognizes that Customer will comply with its legal obligations under CPRA and authorizes Customer, in its reasonable discretion, to determine if public records, including, but not Op ID #: 55749104 Page 3 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION limited to, records that include information provided to Customer by CenturyLink, are subject to an exclusion to CPRA's mandatory disclosure provisions. CenturyLink authorizes Customer to release such records (or portions thereof) as required by CPRA if Customer determines that such records, either in whole or in part, are not subject to an exclusion, subject to the processes applicable under the C P RA. 9.7 Intellectual Property Ownership; Use of Name and Marks. Nothing in the Agreement or the performance thereof will convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. Neither party will use the name or marks of the other party or any of its affiliates for any purpose or issue any press release or public statement relating to this Agreement without the other party's prior written consent. 9.8 Governing Law; Amendment. This Agreement will be governed and construed in accordance with the laws of the State in which Customer's principal office is located, without regard to its choice of law rules. Each party will comply with all applicable laws, rules and regulations associated respectively with CenturyLink's delivery or Customer's use of the Service under the Agreement. This Agreement, including any Service Attachments, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements relating to the Service. CenturyLink is not subject to any obligations that are not explicitly identified in this Agreement. This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) hereunder will constitute a waiver of such right(s). 9.9 Critical 9-1-1 Circuits. The Federal Communications Commission's 9-1-1 reliability rules mandate the identification and tagging of certain circuits or equivalent data paths that transport 9-1-1 calls and information ("9-1-1 Data") to public safety answering points. These circuits or equivalent data paths are defined as Critical 911 Circuits in 47 C.F.R. Section 12.4(a)(5). CenturyLink policies require tagging of any circuits or equivalent data paths used to transport 9-1-1 Data. Customer will cooperate with CenturyLink regarding compliance with these rules and policies and will notify CenturyLink of all Services Customer purchases under this Agreement utilized as Critical 911 Circuits or for 9-1-1 Data. 9.10 International Services. For Services provided outside the United States, Customer or its local affiliate may be required to enter into a separate local country addendum/agreement (as approved by local authorities) ("LCA") with the respective CenturyLink affiliate that provides the local Service(s). Such CenturyLink affiliate will invoice Customer or its local affiliate for the respective local Service(s). 9.11 Relationship and Counterparts. The relationship between the parties is not that of employer -employee, partners, agents, or joint venturers. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one instrument. Digital signatures and electronically exchanged copies of signed documents will be sufficient to bind the parties to this Agreement. CENTURYLINK COMMUNICATIONS, LLC CITY OF VERNON Authorized Signature Name Typed or Printed Title Date Authorized Signature Name Typed or Printed Title Date Customer's Address for Notices: Person Designated for Notices: Op ID #: 55749104 Page 4 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3° INTERNET SERVICES SERVICE SCHEDULE 1. Applicability. This Service Schedule is applicable where Customer orders Level 3° Internet Services (which may also be called Dedicated Internet Access, Internet Services, High Speed IP, or IP Transit Services on ordering, invoicing or other documentation). The Service is also subject to the Master Service Agreement executed between Level 3 and Customer, and if none, Level 3's standard Master Service Agreement (the "Agreement"). Level 3 may subcontract the provision of the Service in whole or part, provided that Level 3 remains responsible for the Service to Customer as set forth herein. Capitalized terms used but not defined herein have the definitions given to them in the Agreement. 2. Service Description. Level 30 Internet Services are high speed symmetrical Internet services providing access to the Level 3 IP network and the global Internet ("Service"). The Service is generally available via Ethernet connections from 10/100 Mbps ports to 100Gbps ports, as well as T1/E1, DS3/E3, and SONET connections from OC3/STM1 to OC48/STM16. Additional features and functionality may include: a. IP Addresses. IP Address space with proper justification. b. Primary DNS / Secondary DNS. Primary or Secondary DNS as requested. c. Static routing / BGP peering. Static routing or BGP peering options available. d. On-line bandwidth utilization reports. On-line bandwidth utilization reports available through the customer portal. e. Basic security service. Subject to Customer having Level 3-approved routers, included as part of the Services is a one-time per 12-month period ability to request Level 3 to temporarily (i.e. for up to 24 hours): (i) apply a temporary access control list (ACL) with up to 10 rules on such routers; (ii) set up firewall filters specifying IPs, subnets, ports and protocols, and (iii) configure null routes. Requests that exceed this duration or frequency will be charged at $1000 per hour with a minimum charge of $4000. Customer is encouraged to order additional Services as outlined below. The following services may be available at an additional charge to be set forth in an Order and pursuant to the separate Service Schedules for such services: a. Level 3 MPLS (IPVPN and VPLS) VPN Service. As part of a Converged Service, Customer may order Level 3 MPLS VPN Service, which provides private site -to -site communications over Level 3's MPLS network. b. Level 3 Enterprise Voice SIP Based Services. As part of a Converged Service or a Converged Voice -Internet Service, Customer may order SIP based enterprise voice for Public Switched Telephone Network connectivity, outbound (1+) access to U.S. (interstate and intrastate) and international locations, inbound (8XX) service, and international toll free calling. c. Managed Router. Managed Router Service provides for Internet access Customer Premises Equipment ("CPE") management by Level 3. d. Site Readiness. Level 3 will extend cabling from the minimum point of entry (MPOE) to CPE suite. e. MSS -Cloud & MSS -Premise. Managed Firewall, Intrusion Prevention, Managed Web Filtering, Antivirus, Antispam, and Log Management are available as a cloud -based service ("MSS -Cloud") or as a managed device on premises service ("MSS - Premises"). f. Distributed Denial of Service (DDoS) Mitigation Service. Level 3's DDoS Mitigation Service provides layers of defense through network routing, rate limiting and filtering that can be paired with advanced network -based detection and mitigation scrubbing center solutions. g. Network Protection Service. Network Protection Service (NPS) is additional Internet security which may be provided in conjunction with Internet Services and provides Customer the ability to request basic Distributed Denial of Service (DDoS) mitigation. h. Dynamic Capacity. Dynamic Capacity provides the ability to augment bandwidth on a near real-time basis via self-service tools. 3. Charges. Customer shall be billed non -recurring charges ("NRC") and monthly recurring charges ("MRC") for Service as set forth in Order(s). NRC includes applicable installation charges for local -access circuit, port connection and bandwidth. MRC includes local - access charges, port connection charges, and bandwidth charges. Other charges, including but not limited to usage -based charges, may apply as stated in Order(s). The Services are available with fixed-rate or burstable billing types. Fixed-rate. Service with fixed-rate billing provide a set amount of bandwidth at a fixed-rate MRC. No usage element applies. Customer will not be permitted to exceed the contracted bandwidth level, provided that if Customer also orders Dynamic Capacity (where available) bandwidth and the associated charges may be adjusted as set forth in the separate terms for Dynamic Capacity. Burstable. For Service provided with burstable bandwidth. the MRC is based on Committed Information Rate ("CIR") (which is also called a Committed Data Rate ("CDR")). The CIR/CDR is the minimum Internet bandwidth that will be billed to Customer each month regardless of lower actual usage. Usage charges for any usage in excess of the CIR/CDR (burstable usage) will apply on a per Mbps basis at the rate stated in the Order. Burstable usage is billed on a 95'h percentile basis. Usage levels are sampled every five minutes, for the previous 5-minute period, on both inbound and outbound traffic. At the end of the bill cycle, the highest 5% of the traffic samples for each inbound and outbound, will be discarded, and the higher of the resulting inbound and outbound values will be used to calculate any applicable usage. If available and identified in the applicable Order, a Peak Information Rate (PIR) or Peak Data Rate (PDR) may apply, which is the maximum available bandwidth. Burstable Services may also be provided on an aggregated basis. For aggregate burstable Service the bandwidth MRC is based on the aggregate Committed Information Rate ("ACIR") (which is also called an aggregate Committed Data Rate ("ACDR")). The ACIR/ACDR is the minimum bandwidth that will be charged to Customer each month, regardless of lower actual usage. Usage Op ID #: 55749104 Page 5 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL V INTERNET SERVICES SERVICE SCHEDULE charges for any usage in excess of the ACIR/ACDR (burstable usage) will apply on a per Mbps basis at the rate stated in the Order. Burstable usage is calculated on a 951h percentile basis across all included ports. If available and identified in the applicable Order, an aggregated Peak Information Rate (APIR) or aggregated Peak Data Rate (APDR) may apply, which is the maximum available bandwidth across all included ports. 4. Customer Responsibilities. Customer is solely responsible for all equipment and other facilities used in connection with the Service which are not provided by Level 3. All IP addresses, if any, assigned to Customer by Level 3 shall revert to Level 3 upon termination of Service, and Customer shall cease using such addresses as of the effective date of termination. 5. On -Net and Off -net Access. Access services provided entirely on the Level 3 owned and operated network ("Network") are "On -Net Access Services". Additionally, Level 3 may use third parties to reach Customer's site from the Level 3 Network ("Off -Net Access Services"). 6. Converged Voice -Internet Service. Where Customer orders Internet Services bundled with Level 3 Enterprise Voice SIP Based Services such charges will show on the invoice as Converged Voice -Internet Service. For clarification, the Converged Voice -Internet Service is treated as a single Service and if Customer wishes to unbundle or terminate a part of the Converged Voice -Internet Service, early termination liability may apply and Customer will be required to execute new orders for the desired stand-alone Service. 7. Service Levels and Service Credits. The following service level agreements (SLAs) apply as set forth below. When Converged Voice -Internet Service is ordered the SLAs below apply in lieu of any SLAs identified in the applicable Level 3 Enterprise Voice SIP Based Service Schedule as referenced above in Section 2. a. Availability Service Level. Level Ts availability SLA in the United States and Canada is 99.99%. Outside the United States and Canada, the availability SLA is 99.98% for On -Net Access Services and 99.9% for Off -Net Access Service. b. Network Packet Delivery Service Level. The packet delivery SLA on the Level 3 Network is 99.95%. c. Network Latency Service Levels. The latency SLAs on the Level 3 Network are set forth below and are average round-trip. Table A: Network Latency Route Network Latency Metrics Round -Trip Intra-North America < 50 ms* Intra-Europe < 35 ms Intra-Asia < 110 ms Intra-Latin America < 120 ms North America to Europe < 80 ms** North America to Asia < 185 ms** North America to Latin America < 140ms** Europe to Asia < 345 ms** Europe to Latin America < 210 ms** Asia to Latin America < 315 ms** * Additionally, add 90ms from/to the Mexico IP Hub and add 30ms from/to Hawaii to the west coast of the continental United States. ** Additionally, add the applicable "intra-region" latency parameter for the region in which the applicable Customer Site is located d. Credits for SLAs above: All SLA credits will be calculated after deducting any discounts and other special pricing arrangements. Credit percentages are applied to the MRC of the CIR/CDR rate, port charge, and local access circuits for applicable sites only. In no event will SLA credits in any calendar month exceed 100% of the total MRCS for Services hereunder for the affected site(s). L Availability Service Credit: Service is "Unavailable" (except in the case of an Excused Outage) if the Customer port at a Customer site is unable to pass traffic. Service Unavailability is calculated from the timestamp Level 3 opens a trouble ticket following the report of a problem by the Customer until the time the ticket is closed. If credits are due under this SLA, no other SLAs apply to the same event. If Service is Unavailable for reasons other than an Excused Outage, Customer will be Op ID #: 55749104 Page 6 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3° INTERNET SERVICES SERVICE SCHEDULE entitled to a service credit off of the MRC for the affected Service based on the cumulative Unavailability of the Service in a given calendar month as set forth in the tables below. Table B: Availability Service Credit - United States and Canada Cumulative Unavailability hrs:mins:secs Service Level Credit 00:00:01 — 00:05:00 No Credit 00:05:01 — 00:43:00 5% 00:43:01 — 04:00:00 10% 04:00:01 — 8:00:00 20% 08:00:01 — 12:00:00 30% 12:00:01 — 16:00:00 40% 16:00:01 — 24:00:00 50% 24:00:01 or greater 100% Table C: Availability Service Credit - On -Net Access Services outside the U.S. and Canada Cumulative Unavailability (hrs:mins:secs Service Level Credit 00:00:01 — 00:10:00 No Credit 00:10:01 — 00:43:00 5% 00:43:01 — 04:00:00 10% 04:00:01 — 8:00:00 20% 08:00:01 — 12:00:00 30% 12:00:01 — 16:00:00 40% 16:00:01 — 24:00:00 50% 24:00:01 or greater 100% Table D: Availability Service Credit- Off -Net Access Services outside the U.S. and Canada Cumulative Unavailability (hrs:mins:secs) Service Level Credit 00:00:01 — 00:43:00 No Credit 00:43:01 — 04:00:00 10% 04:00:01 — 8:00:00 20% 08:00:01 — 12:00:00 30% 12:00:01 — 16:00:00 40% 16:00:01 — 24:00:00 50% 24:00:01 or greater 100% Op ID #: 55749104 Page 7 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL V INTERNET SERVICES SERVICE SCHEDULE Network Packet Delivery Service Credits. Packet Delivery SLAB are based on monthly average performance between Level 3 designated points of presence ("POPs"). Customer will be entitled to a service credit off of the MRC for the affected Service as set forth below for the Service parameter(s) not met for reasons other than an Excused Outage. Customer will not be entitled to credits under the packet delivery SLA for the affected Service where such failure is related to Unavailability under the Availability SLA. Table E: Packet Delivery Service Credit Packet Delivery Metrics Percentage Credit 99.95% or greater No Credit 99.94% - 99.0% 10% 98.99% - 96.0% 30% 95.99% or less 50% iii. Network Latency Service Credits. Network latency SLAs are based on monthly average performance between Level 3 designated points of presence ("POPs"). Customer will be entitled to a service credit off of the MRC for the affected Service as set forth below for the Service parameter(s) not met for reasons other than an Excused Outage. Customer will not be entitled to credits under the network latency SLA for the affected Service where such failure is related to Unavailability under the Availability SLA. Table F: Network Latency Service Credit Delay Exceeding Network Latency Metrics Percentage Credit 1- 10 ms 10% 11- 25 ms 30% 26 ms or greater 50% Chronic Outage. As its sole remedy, Customer may elect to terminate an affected Service, or if applicable an affected Converged Voice -Internet Service, hereunder prior to the end of the Service Term without termination liability if, for reasons other than an Excused Outage, such Service becomes Unavailable (as defined in Section 7(d)(i) above) twice during a 30-day period, and becomes Unavailable a third time within 30 days following the second event. Customer may only terminate such Service that is Unavailable as described above, and must exercise its right to terminate the affected Service under this Section, in writing, within 30 days after the event giving rise to the termination right. For clarification, termination of a Converged Voice -Internet Service will result in termination of all applicable Services bundled together as the Converged Voice -Internet Service under the Order. Installation Service Level. Level 3 will exercise commercially reasonable efforts to install any Service on or before the Customer Commit Date for the particular Service. This installation SLA shall not apply to Orders that contain incorrect information supplied by Customer or Orders that are altered at Customer's request after submission and acceptance by Level 3. In the event Level 3 does not meet this installation SLA for reasons other than an Excused Outage, Customer will be entitled to a service credit for each day of delay equal to the charges for 1 day of the pro rata share of the MRC associated with the affected Service up to a monthly maximum credit of 10 days. For Services billed on an Aggregate CIR/CDR basis, the charges for 1 day of the pro rata share of the MRC will be calculated based on the average MRC per port for the aggregate. 8. Resale Restriction_ Notwithstanding anything to the contrary in the Agreement, Customer is prohibited from reselling any Internet Service or any ports provided hereunder as a stand-alone service to a third party without the express written consent of Level 3, provided, however that Customer may bundle any Internet Service or any ports provided pursuant to this Service Schedule with any other Level 3 services (to the extent resale of those service is allowed) or the services of Customer and resell such bundled service to Customer's subscribers and its customers. The Parties agree that the preceding is not applicable to Converged Voice -Internet Service, Op ID #: 55749104 Page 8 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE and Customer is prohibited from reselling any Converged Voice -Internet Service unless the parties enter into an amendment signed by authorized representatives of both parties. 9. Latin American Services_ With respect to Services provided in Latin America, Customer agrees that it (or its local Affiliate) will enter into a separate local country addendum/agreement (as approved by local authorities) ("LCA") with the respective Level 3 Affiliate which provides the local Service(s), containing terms necessary to comply with local laws/regulations, and such Level 3 Affiliate will invoice the Customer (or its local Affiliate) party to the LCA for the respective local Service(s). 10. Level 3 Arranged Third Party Procured Internet Services. For certain Service locations (including but not limited to where Level 3 may lack relevant licenses to provide such service), Level 3 may agree to arrange Internet services using third party providers ("Third Party Internet Service"). Service options vary on a country by country basis and may include access to the Internet via overbooked and/or non -overbooked connections, DSL technology, private leased circuits (fixed or wireless) and/or Satellite. Specific service details (access type, e.g. downstream/upstream speed, customer premises equipment requirements and number of IP addresses) also differ on a country by country basis. Customer understands and acknowledges that Third Party Internet Service will, if requested by Customer, be provided by third party subcontractor(s) to Level 3 and accordingly, is provided on a best effort and as -is basis. Notwithstanding the foregoing, Customer may report faults and/or outages in Third Party Internet Access to Level 3 on a 247 basis and in such circumstances Level 3 will contact the applicable third party service provider with a view to restoring service as quickly as possible. Customer will reasonably cooperate with the requests of such providers of Third Party Internet Service to enable installation, maintenance, repair and disconnection of Services. Op ID #: 55749104 Page 9 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 FULLY EXECUTED AGREEMENT SIGNATURE ROUTING FORM CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ,($EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) ❑ SERVICES ❑ MATERIALS BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $ 130,00U Charge Acct. No(s) ID51.1 N-1 •'t�QDVI Amendment Value $ ❑ Contract is an Amendment to Eden Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: W PHONE: ext.-3)b k�� ) l AUTHORIZATION: lj %Approved by Council on of (Check one and attach Resolution No.20100-:3if applicable) supporting documentation) ❑ Approved by City Administrator on ❑ Approved by Finance Director on ROUTING SEQUENCE: (Please Follow In Order) (1) Responsible Department Person Certifies compliance with Competitive Bidding and Purchasing Ordinance, obtains approval from City Council/City Administrator/Finance Director, and obtains approval as to form from the City Attorney's Office, assembles two (2) originals of contract, obtains proper signatures from contractor/consultant pursuant to the signature requirements, obtains insurance & bond documents, notifies IT to remove related RFP/bid notice from the City's website (if applicable), enters contract into Eden once routing process is complete. (2) Liability and Claims Approves insurance and sureties, if bonds required. �---� (3) Finance (Purchasing) ' Checks compliance with Competitive Bidding & Living Wage Ordinances . and reflected in current budget. (4) City Attorney Approves contract as to form. (5) City Signatory Signs document on behalf of City. (6) City Clerk Attests signatures, numbers and files contract, enters contract documents (executed contract, supporting documentation, insurance and bonds, etc.) into Laserfiche, transmits duplicate original to contractor/consultant, notifies Responsible Department Person, and notifies any "consultant" of duties to file Form 700, if applicable. In' ials Date d � `�P /� Rev. 6/2017 Of Z�"l r i 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 PUBLIC UTILITIES DEPARTMENT October 17, 2018 Charli French Centurylink Communications, LLC. 250 Bell Plaza Floor 10 Salt Lake City, UT 84109 RE: Master Services Agreement between the City of Vernon and Centurylink Communications, LLC Dear Charli French: Transmitted herewith is a fully executed copy of the agreement, as referenced above, approved on September 4, 2018. If you should have any questions, you can reach me at 323-583-8811 Ext. 316. Sincerely, Ali Now, P.E. Utilities Engineering Manager DocuSign Envelope ID: A71D$F09C-3EAF-41 F6-973C-74D7FEA3CC94 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION This Master Service Agreement ("Agreement') is between CENTURYLINK COMMUNICATIONS, LLC ("CenturyLink") and CITY OF VERNON ("Customer") and is effective on the date the last party signs it (the "Effective Date"). This Agreement provides the terms and conditions applicable to Customer's purchase of products and services ("Service") from CenturyLink. 1. Term. The term of the Agreement will commence on the Effective Date and continue for three years from the Effective Date, unless earlier terminated in accordance with the Agreement ("Term"). 2. Service. CenturyLink will provide Service in accordance with the Agreement, including all applicable Service Schedules, Service Exhibits, Statements of Work, Order(s), pricing attachments, and any other documents that are attached or expressly incorporated into the Agreement ("Service Attachments"). The following Service Attachments, if any, are initially attached and incorporated into the Agreement. At CenturyLink's discretion, additional Service Attachments may be added by Amendment or by Customer placing an Order. ■ Level 3® Internet Services 3. Order(s). Customer may submit requests for Service in a form designated by CenturyLink ("Order"). The term for a Service is defined in the applicable Service Attachment ("Service Term"). The parties agree that any Order issued under this Agreement will not have a Service Term that extends beyond the Term of the Agreement, even if stated otherwise in an Order. If a Service Term expires before the expiration of the Term of the Agreement, the Order will continue on a month to month basis until the expiration or termination of the Agreement.. CenturyLink will notify Customer of acceptance of requested Service in the Order by delivering (in writing or electronically) the date by which CenturyLink will install Service (the "Customer Commit Date"), by delivering the Service, or by the manner described in a Service Attachment. Renewal Orders will be accepted by Centuryl-ink's continuation of Service. For moves, adds or changes agreed to by CenturyLink, Customer will pay Centuryl-ink's then current charges unless otherwise specifically stated in a Service Attachment. 4. Billing and Payment. 4.1 Commencement of Billing. Unless otherwise set forth in a Service Attachment, CenturyLink will deliver written or electronic notice (a "Connection Notice") to Customer when Service is installed, at which time billing will commence ("Service Commencement Date"). If Customer notifies CenturyLink within three days after delivery of the Connection Notice that Service is not functioning properly, CenturyLink will correct any deficiencies and, upon Customer's request, credit Customer's account in the amount of 1/30 of the applicable monthly recurring charge (MRC) for each day the Service did not function properly. If CenturyLink cannot complete installation due to Customer delay or inaction, CenturyLink may begin charging Customer for the Service, and Customer will pay such charges. 4.2 Payment of Invoices and Disputes. Invoices are delivered or made available monthly and due 30 days after the invoice date. Fixed charges are billed in advance and usage -based charges are billed in arrears. Customer's payments to CenturyLink must be made via an ACH transfer or any CenturyLink approved payment portal (e.g., CenturyLink Control Center) in the currency stated on the invoice. CenturyLink may charge administrative fees where Customer's payment and invoice preferences deviate from CenturyLink's standard practices. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law (whichever is less). CenturyLink may charge Customer reasonable attorneys' fees and any third -party collection costs CenturyLink incurs in collecting such amounts. Customer is responsible for all charges regarding the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 90 days from the date of the invoice. If CenturyLink determines in good faith that a disputed charge was billed correctly, Customer must pay such amounts within 10 days after CenturyLink provides notice of such determination. Customer may not offset disputed amounts from one invoice against payments due on the same or another account. 4.3 Taxes and Fees. Excluding taxes based on CenturyLink's net income, Customer is responsible for all taxes and fees arising in any jurisdiction imposed on or incident to the provision, sale or use of Service. This includes value added, consumption, sales, use, gross receipts, withholding, excise, access, bypass, ad valorem, franchise or other taxes, fees, duties or surcharges (e.g., regulatory and 911 surcharges), whether imposed on CenturyLink or a CenturyLink affiliate, along with similar charges stated in a Service Attachment (collectively "Taxes and Fees"). Some Taxes and Fees, and costs of administering the same, are recovered through imposition of a percentage surcharge(s) on the charges for Service. If Customer is required by law to make any deduction or withholding of withholding Taxes from any payment due hereunder to CenturyLink, then, notwithstanding anything to the contrary in this Agreement, the gross amount payable by Customer will be increased so that, after any such deduction or withholding for such withholding Taxes, the net amount received by CenturyLink will not be less than CenturyLink would have received had no such deduction or withholding been required. Charges for Service are exclusive of Taxes and Fees. Customer may present CenturyLink with an exemption certificate eliminating Centuryl-ink's liability to pay certain Taxes and Fees. The exemption will apply prospectively. 4.4 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 Op ID #: 55749104 Page 1 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 DocuSign Envelope ID: A76BF09C-3EAF-41 F6-973C-74D7FEA3CC94 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION Agreement without incurring any termination charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. 4.5 Regulatory and Legal Changes. If changes in applicable law, regulation, rule or order materially affect delivery of Service, the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within 30 days after CenturyLink's notice requesting renegotiation, CenturyLink may, on a prospective basis after such 30-day period, pass any increased delivery costs on to Customer. If CenturyLink does so, Customer may terminate the affected Service on notice to CenturyLink delivered within 30 days of the cost increase taking effect. 4.6 Cancellation and Termination Charges. Unless otherwise set forth in a Service Attachment (a) Customer may cancel an Order (or portion thereof) prior to the delivery of a Connection Notice upon written notice to CenturyLink identifying the affected Order and Service. If Customer does so, Customer will pay CenturyLink a cancellation charge equal to the sum of: (1) for "off -net' Service, third party termination charges for the cancelled Service; (2) for "on -net" Service, one month's monthly recurring charges for the cancelled Service; (3) the non -recurring charges for the cancelled Service; and (4) CenturyLink's out-of-pocket costs (if any) incurred in constructing facilities necessary for Service delivery. (b) Customer may terminate a specified Service after the delivery of a Connection Notice upon 30 days' written notice to CenturyLink. If Customer does so, or if Service is terminated by CenturyLink as the result of Customer's default, Customer will pay CenturyLink a termination charge equal to the sum of: (1) all unpaid amounts for Service actually provided; (2) 100% of the remaining monthly recurring charges for months 1-12 of the Service Term; (3) 50% of the remaining monthly recurring charges for month 13 through the end of the Service Term; and (4) if not recovered by the foregoing, any termination liability payable to third parties resulting from the termination and any out-of-pocket costs of construction to the extent such construction was undertaken to provide Service hereunder. The charges in this Section represent CenturyLink's reasonable liquidated damages and are not a penalty. 5. Default. If (a) Customer fails to make any payment when due and such failure continues for five business days after CenturyLink's written notice, or (b) either party fails to observe or perform any other material term of this Agreement and such failure continues for 30 days after the other parry's written notice, then the non -defaulting party may: (i) terminate this Agreement and/or any Order, in whole or in part, and/or (ii) subject to Sections 6.1 (Damages Limitations) and 6.3 (Service Levels), pursue any remedies it may have at law or in eq u ity. 6. Liabilities and Service Levels. 6.1 Damages Limitations. Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Agreement or any Order. 6.2 Disclaimer of Warranties. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE ATTACHMENT. 6.3 Service Levels. (a) Any "Service Level" commitments applicable to Services are contained in the Service Attachments applicable to each Service. If CenturyLink does not meet a Service Level, CenturyLink will issue to Customer a credit as stated in the applicable Service Attachment on Customer's request. CenturyLink's maintenance log and trouble ticketing systems are used to calculate Service Level events. Scheduled maintenance under Section 8 and force majeure events are considered Excused Outages. (b) Unless otherwise set forth in a Service Attachment, to request a credit, Customer must contact Customer Service (contact information is located at htto://www.leve[3.com) or deliver a written request with sufficient detail to identify the affected Service. The request for credit must be made within 60 days after the end of the month in which the event occurred. Total monthly credits will not exceed the charges for the affected Service for that month. Customer's sole remedies for any nonperformance, outages, failures to deliver or defects in Service are contained in the Service Levels applicable to the affected Service. 6.4 Right of Termination for Installation Delay. Unless otherwise set forth in a Service Attachment, in lieu of installation Service Level credits, if CenturyLink's installation of Service is delayed by more than 30 business days beyond the Customer Commit Date, Customer may terminate the affected Service without liability upon written notice to CenturyLink, provided such written notice is delivered prior to CenturyLink delivering a Connection Notice for the affected Service. This Section will not apply where CenturyLink is constructing facilities to a new location not previously served by CenturyLink. 7. Customer Premises; Title to Equipment. If access to non-CenturyLink facilities is required for the installation, maintenance, grooming, movement, upgrade and/or removal of CenturyLink network or equipment, Customer will, at its expense: (a) secure such right of access and (b) arrange for the provision and maintenance of power and HVAC as needed for the proper operation of such equipment Op ID #: 55749104 Page 2 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 DocuSign Envelope ID: A7DBF09C-3EAF-41 F6-973C-74D7FEA3CC94 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION and network. Title to CenturyLink-provided equipment (including software) remains with CenturyLink. Customer will not create or permit to be created any encumbrances on CenturyLink-provided equipment. 8. Scheduled Maintenance and Local Access. Scheduled maintenance will not normally result in Service interruption. Unless otherwise set forth in a Service Attachment, if scheduled maintenance requires Service interruption CenturyLink will: (1) provide Customer seven days' prior written notice, (2) work with Customer to minimize interruptions and (3) use commercially reasonable efforts to perform such maintenance between midnight and 6:00 a.m. local time. If third -parry local access services are required for the Services, Customer will: (1) provide CenturyLink with circuit facility and firm order commitment information and design layout records to enable cross -connects to CenturyLink Service(s) (provided by CenturyLink subject to applicable charges), (2) cooperate with CenturyLink (including changing demarcation points and/or equipment and providing necessary LOAs) regarding circuit grooming or re -provisioning, and (3) where a related Service is disconnected, provide CenturyLink a written disconnection firm order commitment from the relevant third -party provider. CenturyLink may re -provision any local access circuits from one off -net provider to another or to the CenturyLink owned and operated network (on -net), and such changes will be treated as scheduled maintenance. 9. General Terms. 9.1 Force Majeure. Neither party will be liable, nor will any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party's reasonable control ("force majeure event"). 9.2 Assignment and Resale. Neither party may assign its rights or obligations under this Agreement or any Service Attachment without the prior written consent of the other party, which will not be unreasonably withheld. However, either parry may assign its rights and obligations under this Agreement or any Order without the consent of the other parry: (1) to any subsidiary, parent, or affiliate that controls, is controlled by, or is under common control with that party; (2) pursuant to the sale or transfer of substantially all of the business or relevant assets of that party; or (3) pursuant to any financing, merger, or reorganization of that party. This Agreement and all Service Attachments will apply to any permitted transferees or assignees. Any assignee of Customer must have a financial standing and creditworthiness equal to or better than Customer's. Unless otherwise set forth in a Service Attachment, Customer may provide Service to third parties or use the Services in connection with goods or services provided by Customer to third parties ("Customer Provided Services"). To the extent permitted under law, Customer will be responsible for any claims arising from or related to any Customer Provided Services. If Customer sells telecommunications services, Customer certifies that it has filed all required documentation and will at all times have the requisite authority with appropriate regulatory agencies respecting the same. Nothing in this Agreement confers upon any third party any right, benefit or remedy hereunder. 9.3 Affiliates. CenturyLink may use a CenturyLink affiliate or a third party to provide Service to Customer, but CenturyLink will remain responsible to Customer for Service delivery and performance. Customer's affiliates may purchase Service under this Agreement, and Customer will be jointly and severally liable for all claims and liabilities related to Service ordered by any Customer affiliate. 9.4 Notices. Notices will be in writing and deemed received if delivered personally, sent via facsimile, pre -paid overnight courier, electronic mail (if an e-mail address is provided below) or sent by U.S. Postal Service or First Class International Post. Unless otherwise provided for in a Service Attachment, requests for disconnection of Service (other than for default) must be submitted to CenturyLink via Customer's portal at https://www.centurylink.com/business/login/ or via the following website / link: http://www1.level3.com/disco/disco.htmI and will be effective 30 days after receipt (or such longer period set forth in a Service Attachment). Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CenturyLink via Customer's portal at https://www.centurylink.com/business/login/ or via Email at: billing(&centurylink.com. Customer failure to follow this process and/or provide complete information may result in continued charges that will not be credited. All legal notices will be addressed to CenturyLink at: 931 141h Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Notice Coordinator; and to any electronic or physical address of Customer as provided in the Agreement or in its absence, to Customer's address identified on the Order or as reflected in Centuryi-ink's records, Attn. General Counsel. 9.5 Acceptable Use Policy and Data Protection. Customer must conform to an applicable Acceptable Use Policy ("AUP") for Services purchased under this Agreement and to the CenturyLink Privacy Policy, which is available at http://www.centurylink.com/aboutus/legal/iprivacy-i)olicy.htm1. Unless otherwise set forth in a Service Attachment, the applicable AUP is available at http://www level3 com/en/security-law-enforcement-and-acceptable-use-policy/acceptable-use-policy/. 9.6 Confidentiality; California Public Records Act. (a) Except as provided in subsection 9.6(b) below, neither parry will: (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 received from the other parry. Confidential information will not include (i) this Agreement or the terms thereof; or (ii) Customer Data except as may be described in a Service Attachment. 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. Each party will limit disclosure and access to confidential information to those of its employees, contractors, attorneys or other representatives who reasonably require such access to accomplish the Agreement's purposes and who are subject to confidentiality obligations at least as restrictive as those contained herein. (b) Notwithstanding anything to the contrary herein in subsection 9.6(a) above, CenturyLink acknowledges that Customer is subject to the requirements of the California Public Records Act ("CPRA"), codified at California Government Code § 6250 to 6276.48, and that certain information in the possession of Customer is subject to public release. CenturyLink recognizes that Customer will comply with its legal obligations under CPRA and authorizes Customer, in its reasonable discretion, to determine if public records, including, but not Op ID #: 55749104 Page 3 of 9 C CenturyLink. All Rights Reserved. CGT v1.052318 DocuSign Envelope ID: A7DBF09C-3EAF-41F6-973C-74D7FEA3CC94 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION limited to, records that include information provided to Customer by CenturyLink, are subject to an exclusion to CPRA's mandatory disclosure provisions. CenturyLink authorizes Customer to release such records (or portions thereof) as required by CPRA if Customer determines that such records, either in whole or in part, are not subject to an exclusion, subject to the processes applicable under the CPRA. 9.7 Intellectual Property Ownership; Use of Name and Marks. Nothing in the Agreement or the performance thereof will convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. Neither party will use the name or marks of the other party or any of its affiliates for any purpose or issue any press release or public statement relating to this Agreement without the other party's prior written consent. 9.8 Governing Law; Amendment. This Agreement will be governed and construed in accordance with the laws of the State in which Customer's principal office is located, without regard to its choice of law rules. Each party will comply with all applicable laws, rules and regulations associated respectively with Centuryl-ink's delivery or Customer's use of the Service under the Agreement. This Agreement, including any Service Attachments, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements relating to the Service. CenturyLink is not subject to any obligations that are not explicitly identified in this Agreement. This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) hereunder will constitute a waiver of such right(s). 9.9 Critical 9-1-1 Circuits. The Federal Communications Commission's 9-1-1 reliability rules mandate the identification and tagging of certain circuits or equivalent data paths that transport 9-1-1 calls and information ("9-1-1 Data') to public safety answering points. These circuits or equivalent data paths are defined as Critical 911 Circuits in 47 C.F.R. Section 12.4(a)(5). CenturyLink policies require tagging of any circuits or equivalent data paths used to transport 9-1-1 Data. Customer will cooperate with CenturyLink regarding compliance with these rules and policies and will notify CenturyLink of all Services Customer purchases under this Agreement utilized as Critical 911 Circuits or for 9-1-1 Data. 9.10 International Services. For Services provided outside the United States, Customer or its local affiliate may be required to enter into a separate local country addendum/agreement (as approved by local authorities) ("LCA") with the respective CenturyLink affiliate that provides the local Service(s). Such CenturyLink affiliate will invoice Customer or its local affiliate for the respective local Service(s). 9.11 Relationship and Counterparts. The relationship between the parties is not that of employer -employee, partners, agents, or joint venturers. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one instrument. Digital signatures and electronically exchanged copies of signed documents will be sufficient to bind the parties to this Agreement. CENTURYLINK COMMUNICATIONS, LLC I O VERNON DocuSigned by. A A.t,Sbv, KVhbture Auth ized Signature Steve Arneson YVETTE WOODRUFF—PEREZ Name Typed or Printed Name Typed or Printed Manager - offer Management MAYOR Title Title 9/7/2018 cl 12-512-0 1(b Date Date Customer's Address for Notices: Person Designated for Notices: ATTEST: �j� `* . Maria E. Ayala, ity Clerk AMED AS �TO FORM: BriArf Byun, Senior Deputy CU Attorney Op ID #: 55749104 Page 4 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 DocuSign Envelope ID: A7DBF09C-3EAF-41F6-973C-74D7FEA3CC94 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE 1. Applicability. This Service Schedule is applicable where Customer orders Level 3® Internet Services (which may also be called Dedicated Internet Access, Internet Services, High Speed IP, or IP Transit Services on ordering, invoicing or other documentation). The Service is also subject to the Master Service Agreement executed between Level 3 and Customer, and if none, Level 3's standard Master Service Agreement (the "Agreement"). Level 3 may subcontract the provision of the Service in whole or part, provided that Level 3 remains responsible for the Service to Customer as set forth herein. Capitalized terms used but not defined herein have the definitions given to them in the Agreement. 2. Service Description. Level 30 Internet Services are high speed symmetrical Internet services providing access to the Level 3 IP network and the global Internet ("Service"). The Service is generally available via Ethernet connections from 10/100 Mbps ports to 100Gbps ports, as well as T1/E1, DS3/E3, and SONET connections from OC3/STM1 to OC48/STM16. Additional features and functionality may include: a. IP Addresses. IP Address space with proper justification. b. Primary DNS / Secondary DNS. Primary or Secondary DNS as requested. c. Static routing / BGP peering. Static routing or BGP peering options available. d. On-line bandwidth utilization reports. On-line bandwidth utilization reports available through the customer portal. e. Basic security service. Subject to Customer having Level 3-approved routers, included as part of the Services is a one-time per 12-month period ability to request Level 3 to temporarily (i.e. for up to 24 hours): (i) apply a temporary access control list (ACL) with up to 10 rules on such routers; (ii) set up firewall filters specifying IPs, subnets, ports and protocols, and (iii) configure null routes. Requests that exceed this duration or frequency will be charged at $1000 per hour with a minimum charge of $4000. Customer is encouraged to order additional Services as outlined below. The following services may be available at an additional charge to be set forth in an Order and pursuant to the separate Service Schedules for such services: a. Level 3 MPLS (IPVPN and VPLS) VPN Service. As part of a Converged Service, Customer may order Level 3 MPLS VPN Service, which provides private site -to -site communications over Level 3's MPLS network. b. Level 3 Enterprise Voice SIP Based Services. As part of a Converged Service or a Converged Voice -Internet Service, Customer may order SIP based enterprise voice for Public Switched Telephone Network connectivity, outbound (1+) access to U.S. (interstate and intrastate) and international locations, inbound (8XX) service, and international toll free calling. c. Managed Router. Managed Router Service provides for Internet access Customer Premises Equipment ("CPE") management by Level 3. d. Site Readiness. Level 3 will extend cabling from the minimum point of entry (MPOE) to CPE suite. e. MSS -Cloud & MSS -Premise. Managed Firewall, Intrusion Prevention, Managed Web Filtering, Antivirus, Antispam, and Log Management are available as a cloud -based service ("MSS -Cloud") or as a managed device on premises service ("MSS - Premises"). f. Distributed Denial of Service (DDoS) Mitigation Service. Level 3's DDoS Mitigation Service provides layers of defense through network routing, rate limiting and filtering that can be paired with advanced network -based detection and mitigation scrubbing center solutions. g. Network Protection Service. Network Protection Service (NPS) is additional Internet security which may be provided in conjunction with Internet Services and provides Customer the ability to request basic Distributed Denial of Service (DDoS) mitigation. h. Dynamic Capacity. Dynamic Capacity provides the ability to augment bandwidth on a near real-time basis via self-service tools. 3. Charges. Customer shall be billed non -recurring charges ("NRC") and monthly recurring charges ("MRC") for Service as set forth in Order(s). NRC includes applicable installation charges for local -access circuit, port connection and bandwidth. MRC includes local - access charges, port connection charges, and bandwidth charges. Other charges, including but not limited to usage -based charges, may apply as stated in Order(s). The Services are available with fixed-rate or burstable billing types. Fixed-rate. Service with fixed-rate billing provide a set amount of bandwidth at a fixed-rate MRC. No usage element applies. Customer will not be permitted to exceed the contracted bandwidth level, provided that if Customer also orders Dynamic Capacity (where available) bandwidth and the associated charges may be adjusted as set forth in the separate terms for Dynamic Capacity. Burstable. For Service provided with burstable bandwidth, the MRC is based on Committed Information Rate ("CIR") (which is also called a Committed Data Rate ("CDR")). The CIR/CDR is the minimum Internet bandwidth that will be billed to Customer each month regardless of lower actual usage. Usage charges for any usage in excess of the CIR/CDR (burstable usage) will apply on a per Mbps basis at the rate stated in the Order. Burstable usage is billed on a 95th percentile basis. Usage levels are sampled every five minutes, for the previous 5-minute period, on both inbound and outbound traffic. At the end of the bill cycle, the highest 5% of the traffic samples for each inbound and outbound, will be discarded, and the higher of the resulting inbound and outbound values will be used to calculate any applicable usage. If available and identified in the applicable Order, a Peak Information Rate (PIR) or Peak Data Rate (PDR) may apply, which is the maximum available bandwidth. Burstable Services may also be provided on an aggregated basis. For aggregate burstable Service the bandwidth MRC is based on the aggregate Committed Information Rate ("ACIR") (which is also called an aggregate Committed Data Rate ("ACDR")). The ACIR/ACDR is the minimum bandwidth that will be charged to Customer each month, regardless of lower actual usage. Usage Op ID #: 55749104 Page 5 of 9 © Centuryi-ink. All Rights Reserved. CGT v1.071816 DocuSign Envelope ID: A7DBF09C-3EAF-41F6-973C-74D7FEA3CC94 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE charges for any usage in excess of the ACIR/ACDR (burstable usage) will apply on a per Mbps basis at the rate stated in the Order. Burstable usage is calculated on a 95'h percentile basis across all included ports. If available and identified in the applicable Order, an aggregated Peak Information Rate (APIR) or aggregated Peak Data Rate (APDR) may apply, which is the maximum available bandwidth across all included ports. 4. Customer Responsibilities. Customer is solely responsible for all equipment and other facilities used in connection with the Service which are not provided by Level 3. All IP addresses, if any, assigned to Customer by Level 3 shall revert to Level 3 upon termination of Service, and Customer shall cease using such addresses as of the effective date of termination. 5. On -Net and Off -net Access_ Access services provided entirely on the Level 3 owned and operated network ("Network") are "On -Net Access Services". Additionally, Level 3 may use third parties to reach Customer's site from the Level 3 Network ("Off -Net Access Services"). 6. Converged Voice -Internet Service. Where Customer orders Internet Services bundled with Level 3 Enterprise Voice SIP Based Services such charges will show on the invoice as Converged Voice -Internet Service. For clarification. the Converged Voice -Internet Service is treated as a single Service and if Customer wishes to unbundle or terminate a part of the Converged Voice -Internet Service, early termination liability may apply and Customer will be required to execute new orders for the desired stand-alone Service. 7. Service Levels and Service Credits. The following service level agreements (SLAs) apply as set forth below. When Converged Voice -Internet Service is ordered the SLAs below apply in lieu of any SLAs identified in the applicable Level 3 Enterprise Voice SIP Based Service Schedule as referenced above in Section 2. a. Availability Service Level. Level 3's availability SLA in the United States and Canada is 99.99%. Outside the United States and Canada, the availability SLA is 99.98% for On -Net Access Services and 99.9% for Off -Net Access Service. b. Network Packet Delivery Service Level. The packet delivery SLA on the Level 3 Network is 99.95%. c. Network Latency Service Levels. The latency SLAs on the Level 3 Network are set forth below and are average round-trip. Table A: Network Latency Route Network Latency Metrics Round -Trip Intra-North America < 50 ms* Intra-Europe < 35 ms Intra-Asia < 110 ms Intra-Latin America < 120 ms North America to Europe < 80 ms** North America to Asia < 185 ms** North America to Latin America < 140ms** Europe to Asia < 345 ms** Europe to Latin America < 210 ms** Asia to Latin America < 315 ms** * Additionally, add 90ms from/to the Mexico IP Hub and add 30ms from/to Hawaii to the west coast of the continental United States. ** Additionally, add the applicable "intra-region" latency parameter for the region in which the applicable Customer Site is located d. Credits for SLAs above: All SLA credits will be calculated after deducting any discounts and other special pricing arrangements. Credit percentages are applied to the MRC of the CIR/CDR rate, port charge, and local access circuits for applicable sites only. In no event will SLA credits in any calendar month exceed 100% of the total MRCs for Services hereunder for the affected site(s). i. Availability Service Credit: Service is "Unavailable" (except in the case of an Excused Outage) if the Customer port at a Customer site is unable to pass traffic. Service Unavailability is calculated from the timestamp Level 3 opens a trouble ticket following the report of a problem by the Customer until the time the ticket is closed. If credits are due under this SLA, no other SLAs apply to the same event. If Service is Unavailable for reasons other than an Excused Outage, Customer will be Op ID #: 55749104 Page 6 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 DocuSign Envelope ID: A7DBF09C-3EAF-41F6-973C-74D7FEA3CC94 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE entitled to a service credit off of the MRC for the affected Service based on the cumulative Unavailability of the Service in a given calendar month as set forth in the tables below. Table B: Availability Service Credit - United States and Canada Cumulative Unavailability (hrs:mins:secs) Service Level Credit 00:00:01 — 00:05:00 No Credit 00:05:01 — 00:43:00 5% 00:43:01 — 04:00:00 10% 04:00:01 — 8:00:00 20% 08:00:01—12:00:00 30% 12:00:01—16:00:00 40% 16:00:01 — 24:00:00 50% 24:00:01 or greater 100% Table C: Availability Service Credit - On -Net Access Services outside the U.S. and Canada Cumulative Unavailability (hrs:mins:secs) Service Level Credit 00:00:01 — 00:10:00 No Credit 00:10:01 — 00:43:00 5% 00:43:01 — 04:00:00 10% 04:00:01 — 8:00:00 20% 08:00:01—12:00:00 30% 12:00:01—16:00:00 40% 16:00:01 — 24:00:00 50% 24:00:01 or greater 100% Table D: Availability Service Credit- Off -Net Access Services outside the U.S. and Canada Cumulative Unavailability (hrs:mins:secs) Service Level Credit 00:00:01 — 00:43:00 No Credit 00:43:01 — 04:00:00 10% 04:00:01 — 8:00:00 20% 08:00:01—12:00:00 30% 12:00:01—16:00:00 40% 16:00:01 — 24:00:00 50% 24:00:01 or greater 100% Op ID #: 55749104 Page 7 of 9 C Centuryl-ink. All Rights Reserved. CGT v1.071816 DocuSign Envelope ID: A7DBF09C-3EAF-41F6-973C-74D7FEA3CC94 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE ii. Network Packet Delivery Service Credits. Packet Delivery SLAs are based on monthly average performance between Level 3 designated points of presence ("POPs"). Customer will be entitled to a service credit off of the MRC for the affected Service as set forth below for the Service parameter(s) not met for reasons other than an Excused Outage. Customer will not be entitled to credits under the packet delivery SLA for the affected Service where such failure is related to Unavailability under the Availability SLA. Table E: Packet Delivery Service Credit Packet Delivery Metrics Percentage Credit 99.95% or greater No Credit 99.94% - 99.0% 10% 98.99% - 96.0% 30% 95.99% or less 50% iii. Network Latency Service Credits. Network latency SLAs are based on monthly average performance between Level 3 designated points of presence ("POPs"). Customer will be entitled to a service credit off of the MRC for the affected Service as set forth below for the Service parameter(s) not met for reasons other than an Excused Outage. Customer will not be entitled to credits under the network latency SLA for the affected Service where such failure is related to Unavailability under the Availability SLA. Table F: Network Latency Service Credit Delay Exceeding Network Latency Metrics Percentage Credit 1- 10 ms 10% 11- 25 ms 30% 26 ms or greater 50% Chronic Outage. As its sole remedy, Customer may elect to terminate an affected Service, or if applicable an affected Converged Voice -Internet Service, hereunder prior to the end of the Service Term without termination liability if, for reasons other than an Excused Outage, such Service becomes Unavailable (as defined in Section 7(d)(i) above) twice during a 30-day period, and becomes Unavailable a third time within 30 days following the second event. Customer may only terminate such Service that is Unavailable as described above, and must exercise its right to terminate the affected Service under this Section, in writing, within 30 days after the event giving rise to the termination right. For clarification, termination of a Converged Voice -Internet Service will result in termination of all applicable Services bundled together as the Converged Voice -Internet Service under the Order. Installation Service Level. Level 3 will exercise commercially reasonable efforts to install any Service on or before the Customer Commit Date for the particular Service. This installation SLA shall not apply to Orders that contain incorrect information supplied by Customer or Orders that are altered at Customer's request after submission and acceptance by Level 3. In the event Level 3 does not meet this installation SLA for reasons other than an Excused Outage, Customer will be entitled to a service credit for each day of delay equal to the charges for 1 day of the pro rata share of the MRC associated with the affected Service up to a monthly maximum credit of 10 days. For Services billed on an Aggregate CIR/CDR basis, the charges for 1 day of the pro rata share of the MRC will be calculated based on the average MRC per port for the aggregate. 8. Resale Restriction. Notwithstanding anything to the contrary in the Agreement, Customer is prohibited from reselling any Internet Service or any ports provided hereunder as a stand-alone service to a third party without the express written consent of Level 3, provided, however that Customer may bundle any Internet Service or any ports provided pursuant to this Service Schedule with any other Level 3 services (to the extent resale of those service is allowed) or the services of Customer and resell such bundled service to Customer's subscribers and its customers. The Parties agree that the preceding is not applicable to Converged Voice -Internet Service, Op ID #: 55749104 Page 8 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 DocuSign Envelope ID: A7DBF09C-3EAF-41F6-973C-74D7FEA3CC94 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE and Customer is prohibited from reselling any Converged Voice -Internet Service unless the parties enter into an amendment signed by authorized representatives of both parties. 9. Latin American Services_ With respect to Services provided in Latin America, Customer agrees that it (or its local Affiliate) will enter into a separate local country addendum/agreement (as approved by local authorities) ("LCK) with the respective Level 3 Affiliate which provides the local Service(s), containing terms necessary to comply with local laws/regulations, and such Level 3 Affiliate will invoice the Customer (or its local Affiliate) party to the LCA for the respective local Service(s). 10. Level 3 Arranged Third Party Procured Internet Services. For certain Service locations (including but not limited to where Level 3 may lack relevant licenses to provide such service), Level 3 may agree to arrange Internet services using third party providers ("Third Party Internet Service"). Service options vary on a country by country basis and may include access to the Internet via overbooked and/or non -overbooked connections, DSL technology, private leased circuits (fixed or wireless) and/or Satellite. Specific service details (access type, e.g. downstream/upstream speed, customer premises equipment requirements and number of IP addresses) also differ on a country by country basis. Customer understands and acknowledges that Third Party Internet Service will, if requested by Customer, be provided by third party subcontractor(s) to Level 3 and accordingly, is provided on a best effort and as -is basis. Notwithstanding the foregoing, Customer may report faults and/or outages in Third Party Internet Access to Level 3 on a 24x7 basis and in such circumstances Level 3 will contact the applicable third party service provider with a view to restoring service as quickly as possible. Customer will reasonably cooperate with the requests of such providers of Third Party Internet Service to enable installation, maintenance, repair and disconnection of Services. Op ID #: 55749104 Page 9 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 m ►'1 • U Y � � U O C m V Z O h N A O O y � ~ 0 O U O O O N UU o Z o � 0 o c 01 > � o F M O U O �! 2 Z N N ❑ 2 O U% Z O O U Z o N = jp O 0 F ` o 0 N Z C � 0 ry O O 0 0 N o O LO a o 0 �o 0 Z o .0 E dQ O o LO c o o 0 0 0 O c Z o 0 0 0 NCL IL o 0 0o � U Lri 0 o 0 0 0 0 0 w LL N 7 N O L O U � I I ❑ Z [0 L II o wco T� m LL Z Q w > c II o n � CO a)� o'o y O z v� Q rn�3 mor' li R m= w w w o T E i F a Ufa U m U o a w O c ti 000 Oa OU .v V) U) m ❑ Z o U) 0� 7::,'0 Z Of z x ' U 0 o jai O j� w j w�c = N O- w00 wO QL.. Q O y c O Q ww w�� w.- w w a) LL co C k r Zwo Z= N a a�... ()UN Q o U)010 Qm U)-1 m cn Q E U� c� � Z ❑, \+ i Z N LL C N 0zw 0 O 0oE m LO U O 00o v vn L ?moo m E U) ¢OC7 ¢ ¢a0 a T 0 O M 9 Z O Z w LLJ LL O H U L N Q. Q a U) O Q O L IL O c 07 cullT O T N N O O U m c �m `p 0 ym a O o Ec acim o mE a 2 E E «y`> 0 C 7 NEL Z C N 0 M C 0) �� m� 6 a)E> �c0n a�� a cd ccm �y m 7:4) cc Eo- �y riwm N and m e U d-L N UD 7L N '] T E y C N„•, �J m �m -oo EoEw 3O 4) yc >3S 10 ac U a 0E d y' ym ME `U°cco ca -sdY ay c'° �° n c >a°i '-no-_'� O myw� 0 tj`^UC t°ic DyL E U >o O adaE �� m��c m2 a t Lmc- coo cm mm10aoi �m m>Ed 4)i0 5y3 cLi�y>, g_U� ON O Jm0)Q 3m >`WLT N� NUO U)U O)y OEU) O C J JQ OO M.2 000t m m 0 0215 Uin>,a 080) C .O.JU Ol` CC>i0 CU mLN O)>�o `p OCN (0 w a 0 O- N cu_Om� m�w m�vi0 LL'L">N a-oT ma - N> a (p `Ci,UJ ac _tea s E L ay m27 0 0 N U Q p. 0 `° E c C C O _^ 0 I L 7 d aQ E V E O a'N m 0 N E 0) C E`—' m >, 0) > y ` V C m y E>3� �� yZg) aw 'Tye M'>a� c$yo 4-Z a O000 �cmi °gd cm Coo N�Np oOJo V o N UJ 2 'C ._ aQ. > a C .O O) O N O."' O 0.0.0 N V:/J .Nm.. MYCaa O`Z �NUO) C� Xy7c 7C"'m m° 00dC 02oC Cay C >J.o.Lm UU) YU_CT 0ym O .o. Oui0�. f0 U 1 '00) C ZCm 0> O E C O N C- mU0)U) L to dL O E m yJ 7 o a... c m -0. 0 U c c y o MO Z°cM N C 0OO rU)U- 0)N nvY Ed N > 0m m U y U a 7.c m U 062 LN�UMZJ CC c 0 0>i ZO r0 Em 22 Lj7N� _O Ny >tma yTC 7LC0OU)� UyOE Odd LrE maw N�EoMMC 3= ccm� C7 mam rnnmE taRc >U cx aoi�cwm E'm rn c Nav0 3o7Y° f0'Oc �01 Om m 0- U 0) drm- W,O�`)a> 0) >. O)o Y ow wc LJ0)7 fOCN d�R�L'00)a�l.. a0 �O0 >�'-'c CL U= JCy Z'O y NE VVL.-. oCoa CO 3'. C, -0 mmU)a EC C V1 C N U U p Q E a O E 8.2 y U> d 0) m>> 7 N U C 30yi W._ OU) E L C G 0 U NOJ C =C0)C y «7 a>i a Ny0 o"a oaw0CL-U�IiO0° JM'C_ m�m- �E rnmy omo'`--' U00 C 07 0 Y CL Cy 0"-0 .: aN'ON °oa aJ^mUE¢��0 `MEot oOt aC�o �o`my ¢:_OM Dyca L��E d MNM Ey(h0 C«mNyE Na yO.m.. C,U a> >U> 7t NcL0y m0)UC? JOcN UC 070E NONE E—J c O O,Z+J EmJU E•Oj•-V2 Q V7 UCC pa Nc o_yy0 J= c 0_ V a,. N y GU O C Z 0)_ (h 0'Sr c 0) 0) E -C y 2a ° O.F Oy XU) 0 Co O N O W m y 0 0 .L.. C- 7 W O D U y • J>`dTD L..d O)U)U 16 �'N0 a0 r.L_-' � pC_yd 0 3-N UW 7 U JmV E.m.Caa OLa3 0).O pN dCC Ea5 NOmVI VjEc >0 o_m Cc C Ft c yd N70N C0._ aL MN>,j 0)'00)0 m 0 �0 JV• UCrm. 0U Esc:: MmEaa N> �yL7 .90 0� _TU OU)Cm-7Z mm OCm O-'^TN m N and -2) pjOL>N0 0M'--r- viy 41-UO NzCc CJN-ECO�EOCC.�� L)> E C0 rN mYtV0f0U E"NC E 7C U '3'OCN 70 m-00 YQmO > p N v�ar p d O m 7 _ _ Eli 00 EcO CQU a)a0 J00M Ny TOm NCOr O)3 7I'D UO0LY0ZMYL j0�> UU� C 0--0 d'N ENECw V>O m �m o- N M C E y 7�m E�L>Qo 0C_Vw a0 E-S 010a O «0GO) w t-JJ3 U7 y >Oy 0>,C2NQ 7Jm V O'C t�NOa0 y Vay 0 a CL O)N mNO.rZ O�MO CU Na�UUEy 0MC iC m E a JOy 7"psd x0 EC0" N=fM0L-'OL 00 y70� Ta O0- C ~0)( «o.c>0 Od U3o 0..07m mC>c 7 N o S70000)U�:Em mUOC Na vi0O'u)p0:' o$��' yCE OCC V0a0)OC '.-.0 OO E Ly o wa)C.O."- ON Va Z� N 7N70 ME-=,-0 .:-y O 0Y m•p0 y ON 00N ZO.m 00C 0 O"70 dO.:o N -.- 0- y.-'- �0L O N OL7 p_0 oN - .0 Ecjo'-r 7i(D- u�m GI pL« UaU cm NCm0:2 z-,r o0)0)UQ� O.V d.+.O>NOI �a30 m 3 7 U 0 I.D22 (Op 0 a'- O :.. N N E C 4J 0.0 Z O C C m 7 lC C C 77CU7EL„0C 7G)�7 CV YQ dNC O)7 Oy EfO\-00V NNaO OINL UmN OEXN7D3C 7�COn >U c0 ^OUy Rai N0iQN7NE a N°00 EO Maw co a �O0)N UL mdm mf1OEJd'0= OZ C 0.0 MO 00 CC0010)f0nQLCUO>E �> C�Y1 v- w.N.Mm0�0m ccO TCL162 (D .. >,(n OmN Ea�/0'jp 00 r-0) N �C �� O«=a 0-U 7 Cm J.L. VaQL> 7 .0..0>>+� OM N mM- � y <Hr 0 H _ I ^\ c OC'ja N-'ELOUmrT TY6 c-'maci �' :90.0•pL G1 ..0 0�a0 VCD NN `C NmLm F Z,LA ��0Od>do(n 'O GN)j 2V; ,f; CCpOONT-EO�QpC `Y7O dNC H 0 UL0 O M 03«m"!E 0 a � �a�UCNoUJJN0 0N 03-Se N�LUDU ad>, O 7d tC �-A M U-op .Y y C �Y 0: aO o a ,'6 >.O m m U> 0) d m..L E d C ° 'Za • �--i ` w vCO��a a- m� cr 9U � ° ao � d E aVi ° 3 U N cLi N� U ED 10 .. �« 7 ma G?NO C C N C Urn> -OW O a C O N y m 09 w N'C En --0 a.o.NyO'v N??rmN�N 7WNUN00 vU�-�ayi 0-0 NOC�yLUOmEm�QN E0L-'ZE N� Mmtq dO90)QdO NCC ° mw��o ya oEcdErnO W m �' Ei ��mU_m E wQ:Zm oOcrnQ3�a UdwNE7 ym20md�OH°myC U U ayp'CLOCUJ-V� .� C�0C ��0)UJ 0(/7 >i7Nm N 0.0°),5m oT"oU rn4) —2Qa; -� Ecm c'-Ea cw.-a�Eoro amo-o7d._.,7 Z T Y >-2 0 0. o N 0 cm 720NEUCCOEOCOOaCmyMO0.1• Cm0 Cy-0 4,U)Nmo CL0)OZ'�m�aNN0N16N�7mooE NmyywOE yC 0°o a° UCd0UN0 UO NCo VaM.0-.a O)NEN L _ C J m 7 Ems.-wcy Ca�moc_0 0Umycnmo°d UZm-0'>mTc U3 4>O .oQmom m ommE�o�NooL>: �EU)U 0 OC'.F- yO7 Ymi,U >:-.= UN=mmyZmy UJNOUm N OOOE`C'�NO)0G0m0J 0)NY U� OLU y Na CCTm 00)mEy Oj JL. OfOEEcC N-_YO�r marmm Cy�d100 d EmO:N"'N C..00 y> OpC._ Mao? D.C,C C�aQa o m 0 Ca C O C 7w EU Z`EJ 3 7 y uni'N P U N-CU aNM CaC « aoycmm:°V�Qo�Ocoaoc000>3am��U �yO��cOiU,-.N 0:.0caci�a ao UO. `° a m ;JDm FMwi> OE rn to C.- E°) dm��mmU�o ac�dmoTE`omEo�m U�7UO3yaEod�omTXm:lc=aa`LayymondU'Ern`oo d mN7L Oa U Q0L'vN0 N-dUUL O17 O)C O',CLL 2 F0- �_ c0�N E U oZ. �� U aZ E'ma 2U cU W « L c O £ 0 E 0 �cV m0ci0�m 7 xU�NOU _0 N�j i0C O�LNO�-,6=060�.� LJ a �U 0)W "tnM�_ m m m- >i NUJ U Um L OI 7 Q m Z a F m STAFF REPORT City Council Agenda Item Report Agenda Item No. COV-210-2018 Submitted by: Ali Nour Submitting Department: Public Utilities Meeting Date: September 4, 2018 SUBJECT A Resolution Approving and Authorizing the Execution of an Master Services Agreement for Upstream Internet Access Services with Centurylink Communications, LLC Recommendation: A. Find that approval of the proposed action in this staff report is exempt under the California Environmental Quality Act ("CEQA'), because it is a governmental administrative activity that will not have any effect on the environment and is therefore not a `project" as that term is defined by CEQA Guidelines section 15378; and B. Adopt a Resolution approving and authorizing the execution of an Master Services Agreement for Upstream Internet Access Services with Centurylink Coranunications, LLC. Backgroud: The City's Fiber Optics based Internet Access Service receives dedicated wholesale intemet circuits from two upstream service providers. Having two providers allows the City to deliver commercial intemet access services to residences and businesses in Vernon using Vernon's fiber optic network infrastructure in a reliable and redundant manner. The redundant circuits ensure system reliability and customer service uptime. Staff contacted a number of potential providers, including XO Communications and AT&T. Vernon Public Utilities ('VPU') was unable to secure firm pricing from these vendors because they requested for the City to first enter into an agreement prior to investigating the physical connectivity, preparing construction cost estimates and identifying a timeline to deliver the services. This process was not an option for the City given that staff did not have the ability to determine when services could be delivered and at what cost, and could not compare providers' offerings. Moreover, replacing any of the existing circuits with circuits from a new provider would require substantial system downtime and the construction of new fiber optic infrastructure from a remote central office leading into City Hall. A construction stage of this magnitude would reduce Fiber Optic Internet Access Service reliability and potentially create customer service interruptions. For these reasons, staff believes that it would be "commercially unreasonable" to procure these telecommunications services through standard bidding or the request for proposal procedure. The City is currently connected to the Level 3 network, which is now owned by Centurylink Conn iunications, LLC ("Centurylink'). Historically, Level 3 service delivery has met the City's Internet Access Services reliability requirements in a responsible manner. Centurylink's proposed Master Services Agreement will decrease the city's existing pre-tax monthly bill by $325, from a monthly charge of $3,900 to $3,575, and more than double the transmission speeds from 200 Mbps to 500 Mbps. The Agreement with Centurylink is exempt from both the competitive bidding and competitive selection requirements pursuant to Vernon Municipal Code § 2.17.12(A)(6) and 2.17.12(B)(1) because this is a contract for the acquisition or transmission of telecommunications for the Public Utilities Department and it would be commercially unreasonable to procure these services through standard bidding or the request for proposal procedure. Due to the fact that the City is currently connected to the Level 3 network and switching carriers would be costly and could potentially disrupt service, staff believes that it is in the best interest of the City to commit to a new three-year term agreement with Centurylink. As a part of this agreement, the City is able to establish firm monthly rates that are not subject to increases throughout the entire term of thirty-six (36) months, thereby ensuring that the City is not only capable of providing valuable and reliable intemet service to its residents and business customers, but is also able to manage this expenditure as a fixed cost for a longer term The cost savings will benefit the rate structure the City is able to offer to its constituents. Centurylink has provided a Service Order Form, standard Terms and Conditions and Service Level Agreement, which all constitute the Master Services Agreement between the City and the provider. The City Attorney's Office has reviewed all documents and approved each as to form Fiscal Impact: The not to exceed amount of $150,000, which includes estimated taxes and fees, covers a 36 month service conunitment with Centurylink. This expense has been approved in the Vernon Public Utilities budget for fiscal year 2018-2019 and will be charged to account 057.1057.500173. ATTACHMENTS • 1. Centurylink Quote • 2. Centurylink Resolution 2 g * ■ z O z I \ b � O \ \ \ \ } 2 ) } \® I= ) k d / 10 ) E ) ) ) / \ \ ) 2 \ / ] \2 z ° ° e ' $ \ CL 2 � , ± e co_ k \ ƒ � sa e = z . 9 f0 Z < / : CD z 0 = e = 2 ° I( k \ CL J e . k = \ ] - e Jp 0 } z CD � z ) \ CC) _) 2 z ] LLI \� \{ § � = 3 2«) 5±2 °® °§ ■> b I \ §/) \\ 0/ �( / a z=\I/ ƒI IL9 > $_ LZ > \) //» j7 ) < _ � LL = ! ) }) / § «\°»®i&/ / < ƒm » ! em£ U) U) m m/2{\\ /\ § ) m /}± r{■@y§ , \A\ </j \// ƒ M A fj Z O Z OfI LULU LL O U Q O d N O Q O a- N O O 8f6 cp y y m 8 T -EO yN Z Ec 2_0 acim o m16 aMoiEymLL C 7S E NmE U E E° « 73fvO DmJ c -0 Em pE p«OC �U NmO«mmw Cv O�> Oym z -T 2:c c UCU OcEcmE cOc= O 80 E a a> Cm mE E moE� oLC`os` p jEj ,m OE O L M O n Ud 0 a8yOT2n) rm O)am Um O0m m 0- VMT7 mg0)Oi $$CO' m J. 22 .O M-0mOVZm3mOEuOL>L Mc M-0-p y . m `E mE • Ly� Oy¢o 0 'C.a m E M m m 0.y0 0E) m UV m E03� o ° >-<2m 'yy o8z) 'vw J m9 m>om -W c�mm E v m m9 y UJ-m •E._ W.r O)C y C m -0<yQ v 0 N N� C mom Op OJ O w _aN `.. mCm )Ma y(n 0- 000?.,M, N m YUCJ m° JZ O> mym rm�� O'S OTC «N C m°CC f0 �j� L c�-Oc�$� 0o p� )0a �U c�c �p a%; Cm Or E0-c '� V CC >Z omU 02 E d a- U J C C C A °' ; t° av:; r C E° m m m_ y 7 m U y TC 7L Fr`p �% O U d� E y N Ohm m mH_n L E? m �� N 7 mMM C.� mom �t'm" N C 7 m?cV Ew jam O!N 1 E m'm L �.O C N O io'v« >>U>.p�m W v�m J"'LGm AYN �4iop oQ'�� mC0 o�UY yC UN OmCNJ Cm'CL mCm aZ mSL-2m=mE amp' �C._ mm J� C.' O> m�Oc �.0.S >7ma�p >'M O oy._2 CtMU -C 73;'q 4) OInZm `!7 ma. 0N7U U��C J G y Z'o E d y C �v.L.. C'3 C 7 U C° y Q L m C m9 C)O E U L d u N�'3 M CVM L° j m 2 m.�ln vm E c E CCm WM VAC COCA m._> `omN A L�r U. V m C m CJ•- NXem.J m y J A CmN� Ea c>£ati0`Q<r m m. 7 7 E °m«i Ot C m=°•C� $-NUm homy m m m- ��'M m0-' Ey`_'y�Lmmy�E 4)oE ya Cr 7 m ma E_y@'p < O wMo0 0 v O mU> 7 >a wm0 c? E m �+mY J�CO �° JQ -0 20 yd �mC E"O J N > m J, J C aO d U Z. V 7 T N N CU ° G NE_ p'm0 NC 2 M `mL O-yy 7L C E ._.Cy �'p «�n0.F-O K�ZC U wL�m'EL_mm!/i8 .�. N _ d�m VO y «L,C y7 C.'L-'r O� y0 O"y m'- L._ Z 3 �m O 7 Tm J m d - EO rvv Orr avi 3 `--W my o w Omc EvJ A m NOvL m C 0'; y Q yUav frcp m m C N QyJ mInC f>O.V 72 7 0 N V EOm Om C C N d m m a> Am7�a`p C m a ITN TU (p > 2wrpw=> m � E'OC-(n EcxC Nm mVOt W N �.rm-� 7:•C m'n C UJa E m C mm jCU '3-CN 7 2m2.02 0 cm- c_ CQ m? >O ycjw C Y•- �p m Um raU0.- m«R E t 0�70 E E U E.4 m .rn 7 EO'o 8EE42;&Z mw ��>�n wN ?"0 >- yC 1� mE 0-0 .-0--d; wmoo 7y"" Upg c v O--�l/Q/!j m mZ mL E� ID 16p EyE: 9'cmi>o N MCE m 7�mEE:t me � yOm wU O!� UN mY�J OJ .Uw 3 m.L..N 0 NO�a EC7w>amJ > m �! TG EQ 7J m.- m 'O li .05m wa)-? 7 O�MO CU m «° _U Q! o m N� UUEy 0.2 N'6 m mcl E E a J C N CO 7j4 m OL ° m yaL N.7.� 7 d K m 6 Cyr V=f a �dom0�i~E7m �EO j�a mmJ�;m o�Nxm e dE acs$= 0 8 umoy SS4mm anQD 7 wa D •.Nmmmm-0mEV N=.- m-« E• «�� m E m m 0y0m L uL- oCYvZ N 7 0m a 3mT y0-cocE M7MaC �\m O^m��mNC� U h Cmv3I C7 � 3.rNm s.- Mc O 0. E-V ��v ym'oc m OlNmEm OM �7«mO Qy C«� m^m C o mcm '0 dOwL> EmJO 7y°�TC'iG�0p8 a2- «apZa m TO)o Eve C0 0 OrMm Lmm Y, Udm MJmmmy E` cOa'j�'-am Qt7 C0N ai� !>OL 0.m E WE N N0O�m�w�a va>a�aCoFZptr COJd N>7 me 1CU m0'07y' y0 N7L0 'CU 8N 0Oz G�= ; 0 UJCp0 N«C xUyN C W C 0.-mO!«'m'Z C J N N `m6 m CO = m84) -EYa2OV! 01 m8y212m EUNL CCD i- vEO-mJ aE mC O m0p om �m 2000 o EJ,. p �mO��dm�m00 E; CGUJNCEmC c�dmomcv j- & mr,0cL m7UTcy -Nwm vNN aIF mm7 -0,«Cry 0m40vm0Lm0E0 dt mU y 7U w E o 0!>_ 7-mg'm00 E E., E y« z vU0.,Sa) .o�=oy�U 3 C T x) na:: w� c yrcm ntZSmmEm�QZ OEE�m"cYi> _a;v 7 E 0 - m� oECN�rno MAaQOE o >D mt5 my ONO cm L �- _ N EO�W p.9 C_ mQy3�L Yd'.^y N E jy�m'Zmy$! myG a wOCUO CyJ-U mQ^ am�vW20.0 ;29T°! Jl°lOm f0 �9CJJ Eyc�>'-ZEvmc ON 3y.E ME jEar vroB$ Om 'O �•-�� w7 C. C mO c m 2 V 02N•G 0M'c'- N Y,ro N Amami w N My at Cm° Cy-Nmmf/iNm� c C 0 0 y CGOlOZ' f6fpnvmt�Nwmw�7mmmE 0 0 m G1 m E m 0 -coo cm- m m m 0« E E0 C$C c2 d20 a Eoi U c 0 V.8 m .m.y (ZOO ycL._-Mr U Z A-•> Oom-'lE�08v v y CJ g,mw m C cS3 oiU'OEQiO''---0 m OCr yQ YmTU>=�w-mmy2m(n 9rnomEdrN ?cvcmmc�Q�c(pp��vma�m� SoL>: (nwmmm m>'80 t-y E'Sm m O E CryxmJmmE-j4)- E E Z« C mL._Nr$j' N E `m > cvJ CTyOv�,E v tyy4 n o 7> o° oy c °tc O v . m U'- O Q .7-. O V N C_vQ•pL m m Cr 7 p O W m J m 3 C �EJ�` 7- O a2i o ! m w 0..2)>n U-- C N G m -V a C m O E E O. `nM @ c C C V>NZ..Cm.7.0C` p!U o.aoCmao>3 a`o N M.vR °! QW�c$'EdLLm,°�m�j Og12� Ci avi o,�@ `m ayi a.Eo°i ' L wLm-T., Ola E a�imm O.wJ v "C70m OM N_._a O)3 0Eym7 c V m O =1-o E S Z8' wUm^C-''_m«"' :(o � o w E rp yL Q7mmN w- N� ._ L C 7� V7pp�!O c o C LL� N 'C Y N N �O. y R't CU^N m Z �U 0 lV0"OMZ m >Qt �U mU m Ua0 V°!t'� W N�rL+ 7 N CD td .-(VLJM dd L.. NN�(nM�C.m..m N!° y NtO; vmiNr O Q Z F- RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN MASTER SERVICES AGREEMENT FOR UPSTREAM INTERNET ACCESS SERVICES BY AND BETWEEN THE CITY OF VERNON AND CENTURYLINK COMMUNICATIONS, LLC WHEREAS, the City of Vernon ("Vernon" or the "City") has installed a fiber-optic cable network around the perimeter of the City and is providing excess inactivated or dark fibers to businesses in the City to enable such businesses to have access to voice, data and/or video services; and WHEREAS, Vernon desires to lease internet bandwidth from internet content providers in order to provide dedicated internet access services to Vernon businesses using Vernon's fiber optic network infrastructure; and WHEREAS, on January 7, 2008, the City Council of the City of Vernon adopted Resolution No. 9518 approving a Business Markets Master Service Agreement and Service Order Form (the "Master Agreement") with Level 3 Communications, LLC ("Level 3"), formerly Wiltel Communications LLC, for dedicated internet access service ("DIA Services"); and WHEREAS, on October 5, 2009, the City Council of the City of Vernon adopted Resolution No. 10,076 approving an agreement for continuation of DIA Services for a 12-month period; and WHEREAS, on March 22, 2011, the City Council of the City of Vernon adopted Resolution No. 2011-42 approving an agreement for continuation of DIA Services for a 12-month period; and WHEREAS, on June 19, 2012, the City Council of the City of Vernon adopted Resolution No. 2012-109 approving an agreement for 5 continuation of DIA Services for a two-year period; and WHEREAS, on June 17, 2014, by minute order, the City Council of the City of Vernon approved an agreement for continuation of DIA Services for a two-year period; and WHEREAS, following the end of the term set forth in the Agreement executed on or about June 30, 2014, Level 3 continued to provide DIA Services to the City on a month -to month -basis pursuant to the Master Agreement; and WHEREAS, on June 5, 2018, the City Council of the City of Vernon adopted Resolution No. 2018-21 approving an agreement for upgrade and continuation of DIA Services for a one-year period, effective as of July 1, 2017; and WHEREAS, Level 3 is one of the City's two upstream internet service providers that delivers large internet bandwidth circuits to the City's fiber optic network system; and WHEREAS, having two providers allows the City to deliver commercial internet access services to residences and businesses within the City in a reliable and redundant manner; and WHEREAS, City staff contacted a number of potential providers, namely XO Communications and AT&T, which were unable to secure firm pricing because the providers wanted to investigate the physical connectivity, prepare construction cost estimates and identify a timeline to deliver the services provided with the request of the City first entering into an agreement; and WHEREAS, this process was not an option for the City given that staff did not know when the services would be delivered and at what cost; and WHEREAS, replacing any of the existing circuits with a new - 2 - provider's circuit would have required substantial system downtime and construction of new fiber optic infrastructure from a remote central office leading into the City Hall basement; and WHEREAS, such construction would have reduced the City's system reliability and potentially created customer service interruptions; and WHEREAS, for those reasons, it was "commercially unreasonable" to procure such telecommunications services through standard bidding or request for proposal procedures; and WHEREAS, meanwhile, the City is currently connected to Level 3 network, which is now owned by Centurylink Communications, LLC ("Centurylink"); and WHEREAS, historically, Level 3 service delivery has met the City's Internet Access Services reliability requirements in a responsible manner; and WHEREAS, Centurylink's proposed Master Services Agreement (the "Centurylink MSA") will decrease the city's existing pre-tax monthly bill by $325, from a monthly charge of $3,900 to $3,575, and more than double the transmission speeds from 200 Mbps to 500 Mbps; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of Sections 2.17.12(A)(6) and 2.17.12(B)(1) of the Vernon Municipal Code, neither competitive bidding nor competitive selection is necessary to enter into the Centurylink MSA to provide fiber optic DIA Services to the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby 7 - 3 - finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act ("CEQA") review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment and therefore does not constitute a "project" as defined by CEQA Guidelines section 15378. SECTION 3: The City Council of the City of Vernon hereby approves the Centurylink MSA, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Centurylink MSA for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any non -substantive changes to the Centurylink MSA attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to send a fully executed Centurylink MSA to Centurylink. 0 - 4 - SECTION 7: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 4th day of September, 2018. ATTEST: Maria E. Ayala, City Clerk APPROVED AS TO FORM: Brian Byun, Senior Deputy City Attorney Name: Title: Mayor / Mayor Pro-Tem - 5 - E STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Maria E. Ayala, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. , was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, September 4, 2018, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of September, 2018, at Vernon, California. (SEAL) - 6 - Maria E. Ayala, City Clerk WE EXHIBIT A 11 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION This Master Service Agreement ("Agreement") is between CENTURYLINK COMMUNICATIONS, LLC ("CenturyLink") and CITY OF VERNON ("Customer") and is effective on the date the last party signs it (the "Effective Date'). This Agreement provides the terms and conditions applicable to Customer's purchase of products and services ("Service") from CenturyLink. 1. Term. The term of the Agreement will commence on the Effective Date and continue for three years from the Effective Date, unless earlier terminated in accordance with the Agreement ("Term"). 2. Service. CenturyLink will provide Service in accordance with the Agreement, including all applicable Service Schedules, Service Exhibits, Statements of Work, Order(s), pricing attachments, and any other documents that are attached or expressly incorporated into the Agreement ("Service Attachments"). The following Service Attachments, if any, are initially attached and incorporated into the Agreement. At CenturyLink's discretion, additional Service Attachments may be added by Amendment or by Customer placing an Order. • Level 3® Internet Services 3. Order(s). Customer may submit requests for Service in a form designated by CenturyLink ("Order"). The term for a Service is defined in the applicable Service Attachment ("Service Term"). The parties agree that any Order issued under this Agreement will not have a Service Term that extends beyond the Term of the Agreement, even if stated otherwise in an Order. If a Service Term expires before the expiration of the Term of the Agreement, the Order will continue on a month to month basis until the expiration or termination of the Agreement.. CenturyLink will notify Customer of acceptance of requested Service in the Order by delivering (in writing or electronically) the date by which CenturyLink will install Service (the "Customer Commit Date"), by delivering the Service, or by the manner described in a Service Attachment. Renewal Orders will be accepted by CenturyLink's continuation of Service. For moves, adds or changes agreed to by CenturyLink, Customer will pay CenturyLink's then current charges unless otherwise specifically stated in a Service Attachment. 4. Billing and Payment. 4.1 Commencement of Billing. Unless otherwise set forth in a Service Attachment, CenturyLink will deliver written or electronic notice (a "Connection Notice") to Customer when Service is installed, at which time billing will commence ("Service Commencement Date"). If Customer notifies CenturyLink within three days after delivery of the Connection Notice that Service is not functioning properly, CenturyLink will correct any deficiencies and, upon Customer's request, credit Customer's account in the amount of 1/30 of the applicable monthly recurring charge (MRC) for each day the Service did not function properly. If CenturyLink cannot complete installation due to Customer delay or inaction, CenturyLink may begin charging Customer for the Service, and Customer will pay such charges. 4.2 Payment of Invoices and Disputes. Invoices are delivered or made available monthly and due 30 days after the invoice date. Fixed charges are billed in advance and usage -based charges are billed in arrears. Customer's payments to CenturyLink must be made via an ACH transfer or any CenturyLink approved payment portal (e.g., CenturyLink Control Center) in the currency stated on the invoice. CenturyLink may charge administrative fees where Customer's payment and invoice preferences deviate from CenturyLink's standard practices. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law (whichever is less). CenturyLink may charge Customer reasonable attorneys' fees and any third -party collection costs CenturyLink incurs in collecting such amounts. Customer is responsible for all charges regarding the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 90 days from the date of the invoice. If CenturyLink determines in good faith that a disputed charge was billed correctly, Customer must pay such amounts within 10 days after CenturyLink provides notice of such determination. Customer may not offset disputed amounts from one invoice against payments due on the same or another account. 4.3 Taxes and Fees. Excluding taxes based on CenturyLink's net income, Customer is responsible for all taxes and fees arising in any jurisdiction imposed on or incident to the provision, sale or use of Service. This includes value added, consumption, sales, use, gross receipts, withholding, excise, access, bypass, ad valorem, franchise or other taxes, fees, duties or surcharges (e.g., regulatory and 911 surcharges), whether imposed on CenturyLink or a CenturyLink affiliate, along with similar charges stated in a Service Attachment (collectively "Taxes and Fees"). Some Taxes and Fees, and costs of administering the same, are recovered through imposition of a percentage surcharge(s) on the charges for Service. If Customer is required by law to make any deduction or withholding of withholding Taxes from any payment due hereunder to CenturyLink, then, notwithstanding anything to the contrary in this Agreement, the gross amount payable by Customerwill be increased so that, after any such deduction or withholding for such withholding Taxes, the net amount received by CenturyLink will not be less than CenturyLink would have received had no such deduction or withholding been required. Charges for Service are exclusive of Taxes and Fees. Customer may present CenturyLink with an exemption certificate eliminating CenturyLink's liability to pay certain Taxes and Fees. The exemption will apply prospectively. 4.4 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 12 such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Op ID #: 55749104 Page 1 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION Agreement without incurring any termination charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. 4.5 Regulatory and Legal Changes. If changes in applicable law, regulation, rule or order materially affect delivery of Service, the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within 30 days after CenturyLink's notice requesting renegotiation, CenturyLink may, on a prospective basis after such 30-day period, pass any increased delivery costs on to Customer. If CenturyLink does so, Customer may terminate the affected Service on notice to CenturyLink delivered within 30 days of the cost increase taking effect. 4.6 Cancellation and Termination Charges. Unless otherwise set forth in a Service Attachment: (a) Customer may cancel an Order (or portion thereof) prior to the delivery of a Connection Notice upon written notice to CenturyLink identifying the affected Order and Service. If Customer does so, Customer will pay CenturyLink a cancellation charge equal to the sum of: (1) for "off -net" Service, third party termination charges for the cancelled Service; (2) for "on -net" Service, one month's monthly recurring charges for the cancelled Service; (3) the non -recurring charges for the cancelled Service; and (4) CenturyLink's out-of-pocket costs (if any) incurred in constructing facilities necessary for Service delivery. (b) Customer may terminate a specified Service after the delivery of a Connection Notice upon 30 days' written notice to CenturyLink. If Customer does so, or if Service is terminated by CenturyLink as the result of Customer's default, Customer will pay CenturyLink a termination charge equal to the sum of: (1) all unpaid amounts for Service actually provided; (2) 100% of the remaining monthly recurring charges for months 1-12 of the Service Term; (3) 50% of the remaining monthly recurring charges for month 13 through the end of the Service Term; and (4) if not recovered by the foregoing, any termination liability payable to third parties resulting from the termination and any out-of-pocket costs of construction to the extent such construction was undertaken to provide Service hereunder. The charges in this Section represent CenturyLink's reasonable liquidated damages and are not a penalty. 5. Default. If (a) Customer fails to make any payment when due and such failure continues for five business days after CenturyLink's written notice, or (b) either party fails to observe or perform any other material term of this Agreement and such failure continues for 30 days after the other party's written notice, then the non -defaulting parry may: (i) terminate this Agreement and/or any Order, in whole or in part, and/or (ii) subject to Sections 6.1 (Damages Limitations) and 6.3 (Service Levels), pursue any remedies it may have at law or in equity. 6. Liabilities and Service Levels. 6.1 Damages Limitations. Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Agreement or any Order. 6.2 Disclaimer of Warranties. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE ATTACHMENT. 6.3 Service Levels. (a) Any "Service Level" commitments applicable to Services are contained in the Service Attachments applicable to each Service. If CenturyLink does not meet a Service Level, CenturyLink will issue to Customer a credit as stated in the applicable Service Attachment on Customer's request. CenturyLink's maintenance log and trouble ticketing systems are used to calculate Service Level events. Scheduled maintenance under Section 8 and force majeure events are considered Excused Outages. (b) Unless otherwise set forth in a Service Attachment, to request a credit, Customer must contact Customer Service (contact information is located at http://www.level3.com) or deliver a written request with sufficient detail to identify the affected Service. The request for credit must be made within 60 days after the end of the month in which the event occurred. Total monthly credits will not exceed the charges for the affected Service for that month. Customer's sole remedies for any nonperformance, outages, failures to deliver or defects in Service are contained in the Service Levels applicable to the affected Service. 6.4 Right of Termination for Installation Delay. Unless otherwise set forth in a Service Attachment, in lieu of installation Service Level credits, if CenturyLink's installation of Service is delayed by more than 30 business days beyond the Customer Commit Date, Customer may terminate the affected Service without liability upon written notice to CenturyLink, provided such written notice is delivered prior to CenturyLink delivering a Connection Notice for the affected Service. This Section will not apply where CenturyLink is constructing facilities to a new location not previously served by CenturyLink. 7. Customer Premises; Title to Equipment. If access to non-CenturyLink facilities is required for the installation, maintenance, grooming, movement, upgrade and/or removal of CenturyLink network or equipment, Customer will, at its expense: (a) secure such right of access and (b) arrange for the provision and maintenance of power and HVAC as needed for the proper operation of such equipment 13 Op ID #: 55749104 Page 2 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION and network. Title to CenturyLink-provided equipment (including software) remains with CenturyLink. Customer will not create or permit to be created any encumbrances on CenturyLink-provided equipment. 8. Scheduled Maintenance and Local Access. Scheduled maintenance will not normally result in Service interruption. Unless otherwise set forth in a Service Attachment, if scheduled maintenance requires Service interruption CenturyLink will: (1) provide Customer seven days' prior written notice, (2) work with Customer to minimize interruptions and (3) use commercially reasonable efforts to perform such maintenance between midnight and 6:00 a.m. local time. If third -party local access services are required for the Services, Customer will: (1) provide CenturyLink with circuit facility and firm order commitment information and design layout records to enable cross -connects to CenturyLink Service(s) (provided by CenturyLink subject to applicable charges), (2) cooperate with CenturyLink (including changing demarcation points and/or equipment and providing necessary LOAs) regarding circuit grooming or re -provisioning, and (3) where a related Service is disconnected, provide CenturyLink a written disconnection firm order commitment from the relevant third -party provider. CenturyLink may re -provision any local access circuits from one off -net provider to another or to the CenturyLink owned and operated network (on -net), and such changes will be treated as scheduled maintenance. 9. General Terms. 9.1 Force Majeure. Neither party will be liable, nor will any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party's reasonable control ("force majeure event"). 9.2 Assignment and Resale. Neither party may assign its rights or obligations under this Agreement or any Service Attachment without the prior written consent of the other party, which will not be unreasonably withheld. However, either party may assign its rights and obligations under this Agreement or any Order without the consent of the other party: (1) to any subsidiary, parent, or affiliate that controls, is controlled by, or is under common control with that party; (2) pursuant to the sale or transfer of substantially all of the business or relevant assets of that party; or (3) pursuant to any financing, merger, or reorganization of that party. This Agreement and all Service Attachments will apply to any permitted transferees or assignees. Any assignee of Customer must have a financial standing and creditworthiness equal to or better than Customer's. Unless otherwise set forth in a Service Attachment, Customer may provide Service to third parties or use the Services in connection with goods or services provided by Customer to third parties ("Customer Provided Services"). To the extent permitted under law, Customer will be responsible for any claims arising from or related to any Customer Provided Services. If Customer sells telecommunications services, Customer certifies that it has filed all required documentation and will at all times have the requisite authority with appropriate regulatory agencies respecting the same. Nothing in this Agreement confers upon any third party any right, benefit or remedy hereunder. 9.3 Affiliates. CenturyLink may use a CenturyLink affiliate or a third party to provide Service to Customer, but CenturyLink will remain responsible to Customer for Service delivery and performance. Customer's affiliates may purchase Service under this Agreement, and Customer will be jointly and severally liable for all claims and liabilities related to Service ordered by any Customer affiliate. 9.4 Notices. Notices will be in writing and deemed received if delivered personally, sent via facsimile, pre -paid overnight courier, electronic mail (if an e-mail address is provided below) or sent by U.S. Postal Service or First Class International Post. Unless otherwise provided for in a Service Attachment, requests for disconnection of Service (other than for default) must be submitted to CenturyLink via Customer's portal at https://www.centurylink.com/business/login/ or via the following website / link: http://wwwl.level3.com/disco/disco.html and will be effective 30 days after receipt (or such longer period set forth in a Service Attachment). Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CenturyLink via Customer's portal at https://www.centurylink.com/business/login or via Email at: billing( a�centurylink.com. Customer failure to follow this process and/or provide complete information may result in continued charges that will not be credited. All legal notices will be addressed to CenturyLink at: 931 141" Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Notice Coordinator; and to any electronic or physical address of Customer as provided in the Agreement or in its absence, to Customer's address identified on the Order or as reflected in CenturyLink's records, Attn. General Counsel. 9.5 Acceptable Use Policy and Data Protection. Customer must conform to an applicable Acceptable Use Policy ("AUP") for Services purchased under this Agreement and to the CenturyLink Privacy Policy, which is available at http://www.centurylink.com/aboutus/legal/privacy-policV.htmi. Unless otherwise set forth in a Service Attachment, the applicable AUP is available at http://www level3 com/en/security law enforcement-and-acceptable-use-policy/acceptable-use-policy/. 9.6 Confidentiality; California Public Records Act. (a) Except as provided in subsection 9.6(b) below, neither party will: (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 received from the other party. Confidential information will not include (i) this Agreement or the terms thereof; or (ii) Customer Data except as may be described in a Service Attachment. 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. Each party will limit disclosure and access to confidential information to those of its employees, contractors, attorneys or other representatives who reasonably require such access to accomplish the Agreement's purposes and who are subject to confidentiality obligations at least as restrictive as those contained herein. (b) Notwithstanding anything to the contrary herein in subsection 9.6(a) above, CenturyLink acknowledges that Customer is subject to the requirements of the California Public Records Act ("CPRA"), codified at California Government Code § 6250 to 6276.48, and that certain information in the possession of Customer is subject to public release. CenturyLink recognizes that Customer will comply with its 14 legal obligations under CPRA and authorizes Customer, in its reasonable discretion, to determine if public records, including, but not Op ID #: 55749104 Page 3 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION limited to, records that include information provided to Customer by CenturyLink, are subject to an exclusion to CPRA's mandatory disclosure provisions. CenturyLink authorizes Customer to release such records (or portions thereof) as required by CPRA if Customer determines that such records, either in whole or in part, are not subject to an exclusion, subject to the processes applicable under the CPRA. 9.7 Intellectual Property Ownership; Use of Name and Marks. Nothing in the Agreement or the performance thereof will convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. Neither party will use the name or marks of the other party or any of its affiliates for any purpose or issue any press release or public statement relating to this Agreement without the other party's prior written consent. 9.8 Governing Law; Amendment. This Agreement will be governed and construed in accordance with the laws of the State in which Customer's principal office is located, without regard to its choice of law rules. Each party will comply with all applicable laws, rules and regulations associated respectively with Centuryl-ink's delivery or Customer's use of the Service under the Agreement. This Agreement, including any Service Attachments, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements relating to the Service. CenturyLink is not subject to any obligations that are not explicitly identified in this Agreement. This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) hereunder will constitute a waiver of such right(s). 9.9 Critical 9-1-1 Circuits. The Federal Communications Commission's 9-1-1 reliability rules mandate the identification and tagging of certain circuits or equivalent data paths that transport 9-1-1 calls and information ("9-1-1 Data") to public safety answering points. These circuits or equivalent data paths are defined as Critical 911 Circuits in 47 C.F.R. Section 12.4(a)(5). CenturyLink policies require tagging of any circuits or equivalent data paths used to transport 9-1-1 Data. Customer will cooperate with CenturyLink regarding compliance with these rules and policies and will notify CenturyLink of all Services Customer purchases under this Agreement utilized as Critical 911 Circuits or for 9-1-1 Data. 9.10 International Services. For Services provided outside the United States, Customer or its local affiliate may be required to enter into a separate local country addendum/agreement (as approved by local authorities) ("LCA") with the respective CenturyLink affiliate that provides the local Service(s). Such CenturyLink affiliate will invoice Customer or its local affiliate for the respective local Service(s). 9.11 Relationship and Counterparts. The relationship between the parties is not that of employer -employee, partners, agents, or joint venturers. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one instrument. Digital signatures and electronically exchanged copies of signed documents will be sufficient to bind the parties to this Agreement. CENTURYLINK COMMUNICATIONS, LLC CITY OF VERNON Authorized Signature Name Typed or Printed Title Date Authorized Signature Name Typed or Printed Title Date Customer's Address for Notices: Person Designated for Notices: 15 Op ID #: 55749104 Page 4 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE 1. Applicability. This Service Schedule is applicable where Customer orders Level 3® Internet Services (which may also be called Dedicated Internet Access, Internet Services, High Speed IP, or IP Transit Services on ordering, invoicing or other documentation). The Service is also subject to the Master Service Agreement executed between Level 3 and Customer, and if none, Level Ts standard Master Service Agreement (the "Agreement'). Level 3 may subcontract the provision of the Service in whole or part, provided that Level 3 remains responsible for the Service to Customer as set forth herein. Capitalized terms used but not defined herein have the definitions given to them in the Agreement. 2. Service Description. Level 3® Internet Services are high speed symmetrical Internet services providing access to the Level 3 IP network and the global Internet ("Service"). The Service is generally available via Ethernet connections from 10/100 Mbps ports to 100Gbps ports, as well as T1/E1, DS3/E3, and SONET connections from OC3/STM1 to OC48/STM16. Additional features and functionality may include: a. IP Addresses. IP Address space with proper justification. b. Primary DNS I Secondary DNS. Primary or Secondary DNS as requested. c. Static routing / BGP peering. Static routing or BGP peering options available. d. On-line bandwidth utilization reports. On-line bandwidth utilization reports available through the customer portal. e. Basic security service. Subject to Customer having Level 3-approved routers, included as part of the Services is a one-time per 12-month period ability to request Level 3 to temporarily (i.e. for up to 24 hours): (i) apply a temporary access control list (ACL) with up to 10 rules on such routers; (ii) set up firewall filters specifying IPs, subnets, ports and protocols, and (iii) configure null routes. Requests that exceed this duration or frequency will be charged at $1000 per hour with a minimum charge of $4000. Customer is encouraged to order additional Services as outlined below. The following services may be available at an additional charge to be set forth in an Order and pursuant to the separate Service Schedules for such services: a. Level 3 MPLS (IPVPN and VPLS) VPN Service. As part of a Converged Service, Customer may order Level 3 MPLS VPN Service, which provides private site -to -site communications over Level Ts MPLS network. b. Level 3 Enterprise Voice SIP Based Services. As part of a Converged Service or a Converged Voice -Internet Service, Customer may order SIP based enterprise voice for Public Switched Telephone Network connectivity, outbound (1+) access to U.S. (interstate and intrastate) and international locations, inbound (8XX) service, and international toll free calling. c. Managed Router. Managed Router Service provides for Internet access Customer Premises Equipment ("CPE") management by Level 3. d. Site Readiness. Level 3 will extend cabling from the minimum point of entry (MPOE) to CPE suite. e. MSS -Cloud & MSS -Premise. Managed Firewall, Intrusion Prevention, Managed Web Filtering, Antivirus, Antispam, and Log Management are available as a cloud -based service ("MSS -Cloud") or as a managed device on premises service ("MSS - Premises"). f. Distributed Denial of Service (DDoS) Mitigation Service. Level Ts DDoS Mitigation Service provides layers of defense through network routing, rate limiting and filtering that can be paired with advanced network -based detection and mitigation scrubbing center solutions. g. Network Protection Service. Network Protection Service (NPS) is additional Internet security which may be provided in conjunction with Internet Services and provides Customer the ability to request basic Distributed Denial of Service (DDoS) mitigation. h. Dynamic Capacity. Dynamic Capacity provides the ability to augment bandwidth on a near real-time basis via self-service tools. 3. Charges. Customer shall be billed non -recurring charges ("NRC") and monthly recurring charges ("MRC) for Service as set forth in Order(s). NRC includes applicable installation charges for local -access circuit, port connection and bandwidth. MRC includes local - access charges, port connection charges, and bandwidth charges. Other charges, including but not limited to usage -based charges, may apply as stated in Order(s). The Services are available with fixed-rate or burstable billing types. Fixed-rate. Service with fixed-rate billing provide a set amount of bandwidth at a fixed-rate MRC. No usage element applies. Customer will not be permitted to exceed the contracted bandwidth level, provided that if Customer also orders Dynamic Capacity (where available) bandwidth and the associated charges may be adjusted as set forth in the separate terms for Dynamic Capacity. Burstable. For Service provided with burstable bandwidth, the MRC is based on Committed Information Rate ("CIR") (which is also called a Committed Data Rate ("CDR")). The CIR/CDR is the minimum Internet bandwidth that will be billed to Customer each month regardless of lower actual usage. Usage charges for any usage in excess of the CIR/CDR (burstable usage) will apply on a per Mbps basis at the rate stated in the Order. Burstable usage is billed on a 95t" percentile basis. Usage levels are sampled every five minutes, for the previous 5-minute period, on both inbound and outbound traffic. At the end of the bill cycle, the highest 5% of the traffic samples for each inbound and outbound, will be discarded, and the higher of the resulting inbound and outbound values will be used to calculate any applicable usage. If available and identified in the applicable Order, a Peak Information Rate (PIR) or Peak Data Rate (PDR) may apply, which is the maximum available bandwidth. Burstable Services may also be provided on an aggregated basis. For aggregate burstable Service the bandwidth MRC is based on the aggregate Committed Information Rate ("ACIR") (which is also called an aggregate Committed Data Rate ("ACDR")). The 16 ACIR/ACDR is the minimum bandwidth that will be charged to Customer each month, regardless of lower actual usage. Usage Op ID #: 55749104 Page 5 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE charges for any usage in excess of the ACIR/ACDR (burstable usage) will apply on a per Mbps basis at the rate stated in the Order. Burstable usage is calculated on a 951h percentile basis across all included ports. If available and identified in the applicable Order, an aggregated Peak Information Rate (APIR) or aggregated Peak Data Rate (APDR) may apply, which is the maximum available bandwidth across all included ports. 4. Customer Responsibilities. Customer is solely responsible for all equipment and other facilities used in connection with the Service which are not provided by Level 3. All IP addresses, if any, assigned to Customer by Level 3 shall revert to Level 3 upon termination of Service, and Customer shall cease using such addresses as of the effective date of termination. 5. On -Net and Off -net Access. Access services provided entirely on the Level 3 owned and operated network ("Network") are "On -Net Access Services". Additionally, Level 3 may use third parties to reach Customer's site from the Level 3 Network ("Off -Net Access Services"). 6. Converged Voice -Internet Service. Where Customer orders Internet Services bundled with Level 3 Enterprise Voice SIP Based Services such charges will show on the invoice as Converged Voice -Internet Service. For clarification, the Converged Voice -Internet Service is treated as a single Service and if Customer wishes to unbundle or terminate a part of the Converged Voice -Internet Service, early termination liability may apply and Customer will be required to execute new orders for the desired stand-alone Service. 7. Service Levels and Service Credits. The following service level agreements (SLAB) apply as set forth below. When Converged Voice -Internet Service is ordered the SLAs below apply in lieu of any SLAs identified in the applicable Level 3 Enterprise Voice SIP Based Service Schedule as referenced above in Section 2. a. Availability Service Level. Level Ts availability SLA in the United States and Canada is 99.99%. Outside the United States and Canada, the availability SLA is 99.98% for On -Net Access Services and 99.9% for Off -Net Access Service. b. Network Packet Delivery Service Level. The packet delivery SLA on the Level 3 Network is 99.95%. c. Network Latency Service Levels. The latency SLAs on the Level 3 Network are set forth below and are average round-trip. Table A: Network Latency Route Network Latency Metrics Round -Trip Intra-North America < 50 ms* Intra-Europe < 35 ms Intra-Asia < 110 ms Intra-Latin America < 120 ms North America to Europe < 80 ms** North America to Asia < 185 ms** North America to Latin America < 140ms** Europe to Asia < 345 ms** Europe to Latin America < 210 ms** Asia to Latin America < 315 ms** * Additionally, add 90ms from/to the Mexico IP Hub and add 30ms from/to Hawaii to the west coast of the continental United States. ** Additionally, add the applicable "intra-region" latency parameter for the region in which the applicable Customer Site is located d. Credits for SLAs above: All SLA credits will be calculated after deducting any discounts and other special pricing arrangements. Credit percentages are applied to the MRC of the CIR/CDR rate, port charge, and local access circuits for applicable sites only. In no event will SLA credits in any calendar month exceed 100% of the total MRCs for Services hereunder for the affected site(s). L Availability Service Credit: Service is "Unavailable" (except in the case of an Excused Outage) if the Customer port at a Customer site is unable to pass traffic. Service Unavailability is calculated from the timestamp Level 3 opens a trouble ticket following the report of a problem by the Customer until the time the ticket is closed. If credits are due under this SLA, no 17 other SLAs apply to the same event. If Service is Unavailable for reasons other than an Excused Outage, Customer will be Op ID #: 55749104 Page 6 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE entitled to a service credit off of the MRC for the affected Service based on the cumulative Unavailability of the Service in a given calendar month as set forth in the tables below. Table B: Availability Service Credit - United States and Canada Cumulative Unavailability hrs:mins:secs Service Level Credit 00:00:01 — 00:05:00 No Credit 00:05:01 — 00:43:00 5% 00:43:01 — 04:00:00 10% 04:00:01 — 8:00:00 20% 08:00:01 — 12:00:00 30% 12:00:01 — 16:00:00 40% 16:00:01 — 24:00:00 50% 24:00:01 or greater 100% Table C: Availability Service Credit - On -Net Access Services outside the U.S. and Canada Cumulative Unavailability hrs:mins:secs Service Level Credit 00:00:01 — 00:10:00 No Credit 00:10:01 — 00:43:00 5% 00:43:01 — 04:00:00 10% 04:00:01 — 8:00:00 20% 08:00:01 — 12:00:00 30% 12:00:01 — 16:00:00 40% 16:00:01 — 24:00:00 50% 24:00:01 or greater 100% Table D: Availability Service Credit- Off -Net Access Services outside the U.S. and Canada Cumulative Unavailability (hrs:mins:secs) Service Level Credit 00:00:01 — 00:43:00 No Credit 00:43:01 — 04:00:00 10% 04:00:01 — 8:00:00 20% 08:00:01 — 12:00:00 30% 12:00:01 — 16:00:00 40% 16:00:01 — 24:00:00 50% 24:00:01 or greater 100% Op ID #: 55749104 Page 7 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE ii. Network Packet Delivery Service Credits. Packet Delivery SLAs are based on monthly average performance between Level 3 designated points of presence ("POPs"). Customer will be entitled to a service credit off of the MRC for the affected Service as set forth below for the Service parameter(s) not met for reasons other than an Excused Outage. Customer will not be entitled to credits under the packet delivery SLA for the affected Service where such failure is related to Unavailability under the Availability SLA. Table E: Packet Delivery Service Credit Packet Delivery Metrics Percentage Credit 99.95% or greater No Credit 99.94% - 99.0% 10% 98.99% - 96.0% 30% 95.99% or less 50% iii. Network Latency Service Credits. Network latency SLAs are based on monthly average performance between Level 3 designated points of presence ("POPs"). Customer will be entitled to a service credit off of the MRC for the affected Service as set forth below for the Service parameter(s) not met for reasons other than an Excused Outage. Customer will not be entitled to credits under the network latency SLA for the affected Service where such failure is related to Unavailability under the Availability SLA. Table F: Network Latency Service Credit Delay Exceeding Network Latency Metrics Percentage Credit 1- 10 ms 10% 11- 25 ms 30% 26 ms or greater 50% Chronic Outage. As its sole remedy, Customer may elect to terminate an affected Service, or if applicable an affected Converged Voice -Internet Service, hereunder prior to the end of the Service Term without termination liability if, for reasons other than an Excused Outage, such Service becomes Unavailable (as defined in Section 7(d)(i) above) twice during a 30-day period, and becomes Unavailable a third time within 30 days following the second event. Customer may only terminate such Service that is Unavailable as described above, and must exercise its right to terminate the affected Service under this Section, in writing, within 30 days after the event giving rise to the termination right. For clarification, termination of a Converged Voice -Internet Service will result in termination of all applicable Services bundled together as the Converged Voice -Internet Service under the Order. Installation Service Level. Level 3 will exercise commercially reasonable efforts to install any Service on or before the Customer Commit Date for the particular Service. This installation SLA shall not apply to Orders that contain incorrect information supplied by Customer or Orders that are altered at Customer's request after submission and acceptance by Level 3. In the event Level 3 does not meet this installation SLA for reasons other than an Excused Outage, Customer will be entitled to a service credit for each day of delay equal to the charges for 1 day of the pro rata share of the MRC associated with the affected Service up to a monthly maximum credit of 10 days. For Services billed on an Aggregate CIR/CDR basis, the charges for 1 day of the pro rata share of the MRC will be calculated based on the average MRC per port for the aggregate. 8. Resale Restriction. Notwithstanding anything to the contrary in the Agreement, Customer is prohibited from reselling any Internet Service or any ports provided hereunder as a stand-alone service to a third party without the express written consent of Level 3, provided, however that Customer may bundle any Internet Service or any ports provided pursuant to this Service Schedule with any other Level 3 services (to the extent resale of those service is allowed) or the services of Customer and resell such bundled service to 19 Customer's subscribers and its customers. The Parties agree that the preceding is not applicable to Converged Voice -Internet Service, Op ID #: 55749104 Page 8 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE and Customer is prohibited from reselling any Converged Voice -Internet Service unless the parties enter into an amendment signed by authorized representatives of both parties. 9. Latin American Services, With respect to Services provided in Latin America, Customer agrees that it (or its local Affiliate) will enter into a separate local country addendum/agreement (as approved by local authorities) ("LCA") with the respective Level 3 Affiliate which provides the local Service(s), containing terms necessary to comply with local laws/regulations, and such Level 3 Affiliate will invoice the Customer (or its local Affiliate) party to the LCA for the respective local Service(s). 10. Level 3 Arranged Third Party Procured Internet Services. For certain Service locations (including but not limited to where Level 3 may lack relevant licenses to provide such service), Level 3 may agree to arrange Internet services using third party providers (`Third Party Internet Service"). Service options vary on a country by country basis and may include access to the Internet via overbooked and/or non -overbooked connections, DSL technology, private leased circuits (fixed or wireless) and/or Satellite. Specific service details (access type, e.g. downstream/upstream speed, customer premises equipment requirements and number of IP addresses) also differ on a country by country basis. Customer understands and acknowledges that Third Party Internet Service will, if requested by Customer, be provided by third party subcontractor(s) to Level 3 and accordingly, is provided on a best effort and as -is basis. Notwithstanding the foregoing, Customer may report faults and/or outages in Third Party Internet Access to Level 3 on a 247 basis and in such circumstances Level 3 will contact the applicable third party service provider with a view to restoring service as quickly as possible. Customer will reasonably cooperate with the requests of such providers of Third Party Internet Service to enable installation, maintenance, repair and disconnection of Services. 20 Op ID #: 55749104 Page 9 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816