The URL can be used to link to this page

Resolution No. 2019-034RESOLUTION NO. 2019-34 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A MASTER SERVICES AGREEMENT FOR UPSTREAM INTERNET ACCESS SERVICES BY AND BETWEEN THE CITY OF VERNON AND CENTURYLINK COMMUNICATIONS, LLC AND REPEALING ALL RESOLUTIONS IN CONFLICT THEREWITH WHEREAS, on January 7, 2008, the City Council of the City of Vernon ("Vernon" or the "City") adopted Resolution No. 9518 approving a Business Markets Master Service Agreement and Service Order Form with Level 3 Communications, LLC, 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, 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, on September 4, 2018, the City Council of the City of Vernon adopted Resolution No. 2018-32 approving and authorizing the execution of a Master Services Agreement for upstream internet access services with Centurylink Communications, LLC ("Centurylink"); and WHEREAS, the Agreement approved via Resolution 2018-32 included an upgrade of 500 Mbps but was never activated; and WHEREAS, by memorandum dated August 6, 2019, the Public Utilities Department has recommended that the City approve a Master Services Agreement for upstream internet access services with Centurylink (the "Centurylink MSA"), which includes a greater service capacity of 1,000 Mbps; and WHEREAS, the City Council of the City of Vernon desires to approve the upgraded Master Services Agreement for upstream internet access services with Centurylink. 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 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 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. 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 - 2 - for, and on behalf of, the City of Vernon and the Interim 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: All resolutions or parts of resolutions, including Resolution No. 2018-32, not consistent with or in conflict with this resolution are hereby repealed. SECTION 7: The City Council of the City of Vernon hereby directs the Interim City Clerk, or the Interim City Clerk's designee, to send a fully executed Centurylink MSA to Centurylink. - 3 - SECTION 8: The Interim City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the Interim City Clerk, of the City of Vernon shall cause this resolution and the Interim City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 6th day of August, 2019. ATTEST: De NU6rah Harr ingto Interim City Clerk APPROV D A•S_,TTO FORM: Brian Byun, Senior Deputy Citv Attorney Name: Melissa`A. Ybarra Title: Mayor / - 4 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Deborah Harrington, Interim City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2019-34, 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, August 6, 2019, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of August, 2019, at Vernon, California. (SEAL) - 5 - fel3orah Harrington Interim 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. As of the Effective Date, this Agreement shall replace and supersede the following: (i) Master Services Agreement entered into as of September 25, 2018, by and between CenturyLink Communications, LLC and City of Vernon, Contract ID #1180663 ("Prior MSA"). Notwithstanding anything to the contrary set forth therein, as of the Effective Date, this Agreement shall govern all existing Service Orders and Statements of Work previously governed by the Prior MSA, if any. 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 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 Centuryl-ink'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 OMR #R038754 Op ID #: 56447447 Page 1 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring 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.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. OMR #R038754 Op ID #: 56447447 Page 2 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION 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 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 htti)s://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(o)centurvlink.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 14'h 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/legaI/i)rivacy-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-policv/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. OMR #R038754 Op ID #: 56447447 Page 3 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION (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 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, orjoint 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: OMR #R038754 Op ID #: 56447447 Page 4 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL V 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 / 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 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 OMR #R038754 Op ID #: 56447447 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 ACIR/ACDR is the minimum bandwidth that will be charged to Customer each month, regardless of lower actual usage. Usage 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 95th 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-Intemet 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 OMR #R038754 Op ID #: 56447447 Page 6 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 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 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% OMR #R038754 Op ID #: 56447447 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 16:00:01 — 24:00:00 24:00:01 or greater 50% 100% 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, OMR #R038754 Op ID #: 56447447 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 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, 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. OMR #R038754 Op ID #: 56447447 Page 9 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 ATTACHMENT Document No. DOC-0000642289 Scenario: SM1027839 Customer Information and Contract Specifications Customer Name: CITY OF VERNON Account Number: 1-BWM-42 Currency: USD Monthly Recurring Charges (MRC): $3,910.65 Non Recurring Charges (NRC): 0 Service Order 1%11�7 CenturyLink- Service Address Description Order Type Term (Months) Oty Unit MRC Unit NRC Total MRC Total NRC 305 S SANTA FE AVE Dedicated Internet Access Modify 36 1 VERNON CALIFORNIA UNITED STATES 90058 1714 Access - Off Net 1 $1,210.65 $0.00 $1,210.65 $0.00 - Bandwidth = GigE - Access Sub Bandwidth=1000 Mbps Off Net Protection=All Inside Wiring=Standard Delivery - To the MPoE Customer Provided) IP Logical 1 $2,700.00 $0.00 $2,700.00 $0.00 Billing Method=Flat Rate Peak Data Rate in Mbps=1000 Committed Data Rate in Mbps=1000 IP Port 1 $0.00 $0.00 $0.00 $0.00 Subtotal $3,910.65 $0.00 Totals $3,910.65 $0.00 Terms and Conditions Governing This Order 1. This confidential Order may not be disclosed to third parties and is non -binding until accepted by CenturyLink, as set forth in section 4. Customer places this Order by signing (including electronically or digitally) or otherwise acknowledging (in a manner acceptable to CenturyLink) this document and returning it to CenturyLink. Pricing is valid for 90 calendar days from the date indicated unless otherwise specified. 2. Prior to installation, CenturyLink may notify Customer in writing (including by e-mail) of price increases due to off -net vendors. Customer has 2 business days following notice to terminate this Order without liability; or otherwise, Customer is deemed to accept the increase. 3. If a generic demarcation point (such as a street address) is provided, the demarcation point for on -net services will be CenturyLink's Minimum Point of Entry (MPOE) at such location (as determined by CenturyLink). Off -net demarcation points will be the off -net vendor's MPOE. If this Order identifies aspects of services that are procured by Customer directly from third parties, CenturyLink is not liable for such services. Service Order Confidential Page 1 of 3 Document No. DOC-0000642289 Scenario: SM1027839 a1►t CenturyLink, 4. The Service identified in this Order is subject to the CenturyLink Master Service Agreement(s) and applicable Service Schedule(s) between CenturyLink Communications, LLC and Customer (or its affiliate if expressly provided for under such affiliate Master Service Agreement). If Customer has not executed a CenturyLink Master Services Agreement with CenturyLink Communications, LLC but has executed a services agreement for applicable services with an affiliate of CenturyLink ("Affiliate Agreement"), then the terms of the most recent Affiliate Agreement will apply to the Service (to the extent not inconsistent with this Order); in such cases, the current standard Service Schedule applicable to the Services will apply. If CenturyLink and Customer have not executed a CenturyLink Master Service Agreement and/or applicable Service Schedule(s) governing the Service and have not executed an Affiliate Agreement, CenturyLink's current standard Master Service Agreement/Service Schedule(s) will govern, a copy of which are available upon request. The CenturyLink invoicing entity is the entity providing Services. Notwithstanding anything in any Affiliate Agreement to the contrary, CenturyLink will notify Customer of acceptance of requested Service in this 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 Schedule. CenturyLink will deliver a written or electronic notice that the Service is installed (a "Connection Notice"), at which time billing will commence. At the expiration of the Service Term, Service will continue month -to -month, and rates are subject to change upon 30 days' notice from CenturyLink. If the Affiliate Agreement governs and does not include early termination charges and if Customer cancels or terminates Service for any reason other than CenturyLink's uncured default or if CenturyLink terminates due to Customer's uncured default, then Customer will pay CenturyLink's standard early termination liability charges as identified in CenturyLink's ancillary charge summary, a copy of which is available upon request. "Affiliate Agreement" for CenturyLink Communications, LLC or any companies that were affiliates of CenturyLink Communications, LLC before the merger between CenturyLink and Level 3 Communications ("Merger") means only an applicable Interexchange Carrier (IXC) network agreement, e.g. CenturyLink Total Advantage Agreement, CenturyLink Total Advantage Express Agreement, or CenturyLink Wholesale Services Agreement, for non -government customers (each, a CenturyLink Affiliate Agreement). Affiliate Agreement also includes an Agreement between Customer and any entity that was an affiliate of Level 3 Communications before the Merger. 5. 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 service, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Order. 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. All transport services ordered from CenturyLink will be treated as interstate for regulatory purposes. Customer may certify transport service as being intrastate (for regulatory purposes only) in a format as required by CenturyLink, but only where the transport services are sold on a stand-alone basis, the end points for the service are located in the same state and neither end point is a CenturyLink provided IP port ("Intrastate Services"). Where Customer requests that services be designated as Intrastate Services, Customer certifies to CenturyLink that not more than 10% of Customer's traffic utilizing the Intrastate Services will be originated or terminated outside of the state in which the Intrastate Services are provided. Such election will apply prospectively only and will apply to all Intrastate Services stated in this Order. 7. Charges for certain Services are subject to (a) a monthly property tax surcharge and (b) a monthly cost recovery fee per month to reimburse CenturyLink for various governmental taxes and surcharges. Such charges are subject to change by CenturyLink and will be applied regardless of whether Customer has delivered a valid tax exemption certificate. For additional details on taxes and surcharges that are assessed, visit www.centurylink.com/taxes. 8. Customer will pay CenturyLink's standard: (a) expedite charges (added to the NRC) if Customer requests a delivery date inside CenturyLink's standard interval duration (available upon request or at https://MyLevel3.net) and (b) ancillary charges for additional activities, features or options as set forth in CenturyLink's ancillary charge summary, a copy of Service Order Confidential Page 2 of 3 Document No. DOC-0000642289 Scenario: SM1027839 CenturyUnk- which is available upon request. If CenturyLink cannot complete installation due to Customer delay or inaction, CenturyLink may begin charging Customer and Customer will pay such charges. 9. Equipment provided by CenturyLink to be located in Customer's premises ("CPE") is subject to the terms of the Customer Premise Equipment Addendum, a copy of which is available upon request. For colocation, data center and/or hosting services, pre -arranged escorted access may be required at certain locations, and cross connect services are subject to whether facilities are available at the particular location to complete the connection. 10. For Level 3 Internet Services provided in certain countries in the Asia -Pacific region where CenturyLink does not currently hold a license to provide such Services, Customer consents to CenturyLink providing Service by procuring services of third -party carriers as Customer's agent, and Customer appoints CenturyLink as its agent to the extent necessary to obtain such Service. CenturyLink' s affiliate is licensed in Hong Kong, Japan, Singapore and Australia. v. March 4 2019 Additional Order Terms Invoices Single prices shown above for bundled Services, or for Services provided at multiple locations, will be allocated among the individual services for the purpose of applying Taxes and regulatory fees and also may be divided on the Customer's invoice by location served. Activation Support If requested by Customer, and for an additional charge assistance with activating and/or configuring equipment on Customer's side of the Demarcation Point may be provided ("Activation Support"). Signature Block Customer: CITY OF VERNON Total MRC: $3,910.65 Total NRC: 0 Signature: Name: Title: Date: Customer and the individual signing above represent that such individual has the authority to bind Customer to this Agreement. Document Generation Date: 04-25-2019 Service Order Confidential Page 3 of 3 ADDENDUM ADDENDUM TO SERVICE ORDER DOCUMENT NO. DOC-0000642289 This Addendum ("Addendum") (i) is entered into by and between CenturyLink Communications, LLC ("CenturyLink"), on behalf of itself and its affiliated entities, and CITY OF VERNON, and (ii) modifies Customer Quote/Order Document Number DOC-0000642289 to be signed by Customer at the same time as this Addendum (the "Customer Order"), a copy of which is attached and incorporated by reference. This Addendum is effective as of the date executed by both parties. WHEREAS, the parties wish to amend the Customer Order as set forth herein. NOW THEREFORE, the parties agree to modify the Customer Order in the following limited respects: 1. Section 1 of the Customer Order is amended by deleting "confidential" and "may not be disclosed to third parties and" in the first Sentence. 2. Limited to Relevant Customer Order. The parties acknowledge and agree that this Addendum shall apply to the Customer Order and shall have no applicability to any other order(s) that Customer may have otherwise submitted or may submit to CenturyLink in the future. All other Terms and Conditions will remain in effect. Page 1 OMR #R038754 These terms and conditions have been read, are understood, and are hereby accepted. CenturyLink Communications, LLC Name Title Date OMR #R038754 CITY OF VERNON BV Name Title Date Page 2 PARTIALLY EXECUTED AGREEMENT CONTRACTOR: CONTRACT PURPOSE: SIGNATURE ROUTING FORM ME CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) ❑ SERVICES ❑ MATERIALS )0 BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $ 1 S DOD Charge Acct. No(s) U 51.1 b 9Z • S (0 "3 Amendment Value $ ❑ Contract is an Amendment to Eden Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: A • N" PHONE: ext. M6 TDL�IPr�^F �. �12 AUTHORIZATION: Approved by Council on (Check one and attach Resolution No:'ll)kA 3 (if applicable) supporting documentation) ❑ Approved by City Administrator on ❑ Approved by Finance Director on ROUTING SEQUENCE: (Please Follow In Order) Initials Date (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_ lg and reflected in current budget;K ; A-t&-►t (4) City Attorney Qd— g, 8 — tg 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. Rev. 6/2017 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. As of the Effective Date, this Agreement shall replace and supersede the following: (i) Master Services Agreement entered into as of September 25, 2018, by and between CenturyLink Communications, LLC and City of Vernon, Contract ID #1180663 ("Prior MSK). Notwithstanding anything to the contrary set forth therein, as of the Effective Date, this Agreement shall govern all existing Service Orders and Statements of Work previously governed by the Prior MSA, if any. 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. 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 OMR #R038754 Op ID #: 56447447 Page 1 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring 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 htto://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. OMR #R038754 Op ID #: 56447447 Page 2 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION 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 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://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: billina0centurylink.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 14'h 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.centuryIink.com/aboutus/leaal/r)rivacy-r)olicy.htm1. Unless otherwise set forth in a Service Attachment, the applicable AUP is available at https//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. OMR #R038754 Op ID #: 56447447 Page 3 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION (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 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 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 APPROVED AS TO FORM: Brian Byun, Senior Deputy City A orney Auth razed Signature Melissa Ybarra Name Typed or Printed Mayor Title S-f3 _lq Date Customer's Address for Notices: Person Designated for Notices: ATTE T: r b a Harrin et , Interim City Clerk OMR #R038754 Op ID #: 56447447 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 38 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"' 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 OMR #R038754 Op ID #: 56447447 Page 5 of 9 © Centuryl-ink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE ACIR/ACDR is the minimum bandwidth that will be charged to Customer each month, regardless of lower actual usage. Usage 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 95th 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). 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 OMR #R038754 Op ID #: 56447447 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 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 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% OMR #R038754 Op ID #: 56447447 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 16:00:01 — 24:00:00 24:00:01 or greater 50% 100% 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% e. 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, OMR #R038754 Op ID #: 56447447 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 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, 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 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. OMR #R038754 Op ID #: 56447447 Page 9 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 Document No. DOC-0000642289 Scenario: SM1027839 Customer Information and Contract Specifications Customer Name: CITY OF VERNON Account Number: 1-BWM-42 Currency: USD Monthly Recurring Charges (MRC): $3,910.65 Non Recurring Charges (NRC): 0 Service Order � = CenturyLinkA Ak Service Address Description Order Type Term (Months) Oty Unit MRC Unit NRC Total MRC Total NRC 305 S SANTA FE AVE Dedicated Internet Access Modify 36 1 VERNON CALIFORNIA UNITED STATES 90058 1714 Access -Off Net 1 $1,210.65 $0.00 $1,210.65 $0.00 - Bandwidth = GigE - Access Sub Bandwidth=1000 Mbps Off Net Protection=All - Inside Wiring=Standard Delivery - To the MPoE (Customer Provided) IP Logical 1 $2,700.00 $0.00 $2,700.00 $0.00 Billing Method=Flat Rate Peak Data Rate in Mbps=1000 Committed Data Rate in Mbps=1000 IP Port 1 $0.00 $0.00 $0.00 $0.00 Subtotal $3,910.65 $0.00 otals $3,910.65 $0.00 Terms and Conditions Governing This Order 1. This confidential Order may not be disclosed to third parties and is non -binding until accepted by CenturyLink, as set forth in section 4. Customer places this Order by signing (including electronically or digitally) or otherwise acknowledging (in a manner acceptable to CenturyLink) this document and returning it to CenturyLink. Pricing is valid for 90 calendar days from the date indicated unless otherwise specified. 2. Prior to installation, CenturyLink may notify Customer in writing (including by e-mail) of price increases due to off -net vendors. Customer has 2 business days following notice to terminate this Order without liability; or otherwise, Customer is deemed to accept the increase. 3. If a generic demarcation point (such as a street address) is provided, the demarcation point for on -net services will be CenturyLink's Minimum Point of Entry (MPOE) at such location (as determined by CenturyLink). Off -net demarcation points will be the off -net vendor's MPOE. If this Order identifies aspects of services that are procured by Customer directly from third parties, CenturyLink is not liable for such services. Service Order Confidential Page 1 of 3 Document No. DOC-0000642289 Scenario: SM1027839 0 ►_* W1, CenturyLink 4. The Service identified in this Order is subject to the CenturyLink Master Service Agreement(s) and applicable Service Schedule(s) between CenturyLink Communications, LLC and Customer (or its affiliate if expressly provided for under such affiliate Master Service Agreement). If Customer has not executed a CenturyLink Master Services Agreement with CenturyLink Communications, LLC but has executed a services agreement for applicable services with an affiliate of CenturyLink ("Affiliate Agreement"), then the terms of the most recent Affiliate Agreement will apply to the Service (to the extent not inconsistent with this Order); in such cases, the current standard Service Schedule applicable to the Services will apply. If CenturyLink and Customer have not executed a CenturyLink Master Service Agreement and/or applicable Service Schedule(s) governing the Service and have not executed an Affiliate Agreement, CenturyLink's current standard Master Service Agreement/Service Schedule(s) will govern, a copy of which are available upon request. The CenturyLink invoicing entity is the entity providing Services. Notwithstanding anything in any Affiliate Agreement to the contrary, CenturyLink will notify Customer of acceptance of requested Service in this 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 Schedule. CenturyLink will deliver a written or electronic notice that the Service is installed (a "Connection Notice"), at which time billing will commence. At the expiration of the Service Term, Service will continue month -to -month, and rates are subject to change upon 30 days' notice from CenturyLink. If the Affiliate Agreement governs and does not include early termination charges and if Customer cancels or terminates Service for any reason other than CenturyLink's uncured default or if CenturyLink terminates due to Customer's uncured default, then Customer will pay CenturyLink's standard early termination liability charges as identified in CenturyLink's ancillary charge summary, a copy of which is available upon request. "Affiliate Agreement" for CenturyLink Communications, LLC or any companies that were affiliates of CenturyLink Communications, LLC before the merger between CenturyLink and Level 3 Communications ("Merger") means only an applicable Interexchange Carrier (IXC) network agreement, e.g. CenturyLink Total Advantage Agreement, CenturyLink Total Advantage Express Agreement, or CenturyLink Wholesale Services Agreement, for non -government customers (each, a CenturyLink Affiliate Agreement). Affiliate Agreement also includes an Agreement between Customer and any entity that was an affiliate of Level 3 Communications before the Merger. 5. 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 service, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Order. 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. All transport services ordered from CenturyLink will be treated as interstate for regulatory purposes. Customer may certify transport service as being intrastate (for regulatory purposes only) in a format as required by CenturyLink, but only where the transport services are sold on a stand-alone basis, the end points for the service are located in the same state and neither end point is a CenturyLink provided IP port ("Intrastate Services"). Where Customer requests that services be designated as Intrastate Services, Customer certifies to CenturyLink that not more than 10% of Customer's traffic utilizing the Intrastate Services will be originated or terminated outside of the state in which the Intrastate Services are provided. Such election will apply prospectively only and will apply to all Intrastate Services stated in this Order. 7. Charges for certain Services are subject to (a) a monthly property tax surcharge and (b) a monthly cost recovery fee per month to reimburse CenturyLink for various governmental taxes and surcharges. Such charges are subject to change by CenturyLink and will be applied regardless of whether Customer has delivered a valid tax exemption certificate. For additional details on taxes and surcharges that are assessed, visit www.centurylink.com/taxes. 8. Customer will pay CenturyLink's standard: (a) expedite charges (added to the NRC) if Customer requests a delivery date inside CenturyLink's standard interval duration (available upon request or at https:HMyLevel3.net) and (b) ancillary charges for additional activities, features or options as set forth in CenturyLink's ancillary charge summary, a copy of Service Order Confidential Page 2 of 3 Document No. DOC-0000642289 Scenario: SM1027839 CenturyLink which is available upon request. If CenturyLink cannot complete installation due to Customer delay or inaction, CenturyLink may begin charging Customer and Customer will pay such charges. 9. Equipment provided by CenturyLink to be located in Customer's premises ("CPE") is subject to the terms of the Customer Premise Equipment Addendum, a copy of which is available upon request. For colocation, data center and/or hosting services, pre -arranged escorted access may be required at certain locations, and cross connect services are subject to whether facilities are available at the particular location to complete the connection. 10. For Level 3 Internet Services provided in certain countries in the Asia -Pacific region where CenturyLink does not currently hold a license to provide such Services, Customer consents to CenturyLink providing Service by procuring services of third -party carriers as Customer's agent, and Customer appoints CenturyLink as its agent to the extent necessary to obtain such Service. CenturyLink' s affiliate is licensed in Hong Kong, Japan, Singapore and Australia. v. March 4 2019 Additional Order Terms Invoices Single prices shown above for bundled Services, or for Services provided at multiple locations, will be allocated among the individual services for the purpose of applying Taxes and regulatory fees and also may be divided on the Customer's invoice by location served. Activation Support If requested by Customer, and for an additional charge assistance with activating and/or configuring equipment on Customer's side of the Demarcation Point may be provided ("Activation Support"). Signature Block Customer: CITY OF VERNON Total MRC: $3,910.65 Total NRC: 0 Signature: Name: Melissa Ybarra Title: Mayor Date: 3 Customer and the individual signing above represent that such individual has the authority to bind Customer to this Agreement. Document Generation Date: 04-25-2019 APPROVED TO FORM: Brian Byu , Senior Deputy City At orney ATT ST: y orah Harr n tn, o Interim City Clerk Service Order Confidential Page 3 of 3 ADDENDUM TO SERVICE ORDER DOCUMENT NO. DOC-0000642289 This Addendum ("Addendum") (i) is entered into by and between CenturyLink Communications, LLC ("CenturyLink"), on behalf of itself and its affiliated entities, and CITY OF VERNON, and (ii) modifies Customer Quote/Order Document Number DOC-0000642289 to be signed by Customer at the same time as this Addendum (the "Customer Order"), a copy of which is attached and incorporated by reference. This Addendum is effective as of the date executed by both parties. WHEREAS, the parties wish to amend the Customer Order as set forth herein. NOW THEREFORE, the parties agree to modify the Customer Order in the following limited respects: 1. Section 1 of the Customer Order is amended by deleting "confidential' and "may not be disclosed to third parties and" in the first Sentence. 2. Limited to Relevant Customer Order. The parties acknowledge and agree that this Addendum shall apply to the Customer Order and shall have no applicability to any other order(s) that Customer may have otherwise submitted or may submit to CenturyLink in the future. All other Terms and Conditions will remain in effect. Page 1 OMR #R038754 These terms and conditions have been read, are understood, and are hereby accepted. CenturyLink Communications, LLC By Name Title Date OMR #R038754 CITY OF VERNON B Name M lissa Ybarra Title Mayor Date I f g ATTE T: � /y, 4, � e;mW 4 � Zfl� e ra Harr ngton, Interim City Clerk APPROVED AS TO FORM: 6) t�'� �� Brian Byun, Senior Deputy Ci Attorney Page 2 FULLY EXECUTED AGREEMENT 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. As of the Effective Date, this Agreement shall replace and supersede the following: (i) Master Services Agreement entered into as of September 25, 2018, by and between CenturyLink Communications, LLC and City of Vernon, Contract ID #1180663 ("Prior MSA" ). Notwithstanding anything to the contrary set forth therein, as of the Effective Date, this Agreement shall govern all existing Service Orders and Statements of Work previously governed by the Prior MSA, if any. 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 Centuryl-ink's then current charges unless otherwise specifically stated in a Service Attachment. 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 OMR #R038754 Op ID #: 56447447 Page 1 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring 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 htto://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. OMR #R038754 Op ID #: 56447447 Page 2 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION 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 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, Customerwilt 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 httns://www.oenturyfirik.com/businessAggin/ or via the following website / link: lwwwl.leve13.=n/disco/disw.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 httos:/Avww.centurylink.com/busineWooiN or via Email at: bitlinaiMoenturylink.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 1411' 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 hitp:/[ nM.centurytink.opm/aboutus/IeaaUnrivacy-aoticv.htmi. Unless otherwise set forth in a Service Attachment, the applicable AUP is available at httn://www.level3.00m/en/secu6ty4aw-enforcement-and-acceptable-use-oolicv/acceptable-use-Doliev/. 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. OMR #R038754 Op ID #: 56447447 Page 3 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION (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 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 G.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 addendumlagreement (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 e� y�Name Typed or Printed �/� Title Date APPROVED AS TO FORM: Brian Byun, Senior Deputy City A torney Au orized Signature Melissa Ybarra Name Typed or Printed Mayor Title Date 1'3- 1 1 Customer's Address for Notices: Person Designated for Notices: ATTEST: Borah Harrington Interim City Cler OMR #R038754 Op ID #: 56447447 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 3e 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 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 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-Intemet 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 Firewaii, 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`" 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 OMR #R038754 Op ID #: 56447447 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 ACIR/ACDR is the minimum bandwidth that will be charged to Customer each month, regardless of lower actual usage. Usage charges for any usage in excess of the ACIR/ACDR (burstabie usage) will apply on a per Mbps basis at the rate stated in the Order. Burstable usage is calculated on a 9501 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-intemet 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-Intemet 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 Fete t l�+rcork ? otan041110 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 OMR #R038754 Op ID #: 56447447 Page 6 of 9 ® CenturyLink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL P INTERNET SERVICES SERVICE SCHEDULE 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 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 — 8:0000 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% OMR #R038754 Op ID #: 56447447 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 16:00:01 — 24:00:00 24:00:01 or greater 50% 100% 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 99.95% or greater No Credit 99.94% - 99.0% 10% 98.99% - 96.0% 30% 95.99% or less 50% Ill. Network Latency Service Credits. Network latency 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 network latency SLA for the affected Service where such failure is related to Unavailability under the Availability SLA. Table F: Network Latency Service Credit tY Mcs 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-Intemet 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-Intemet Service under the Order. f. 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, OMR #R038754 Op ID #: 56447447 Page 8 of 9 © Centuryl-ink. All Rights Reserved. CGT v1.071816 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE 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, 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 parry 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. OMR #R038754 Op ID #: 56447447 Page 9 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 Document No. DOC-0000642289 Scenario: SM1027839 Customer Information and Contract Specifications Customer Name: CITY OF VERNON Account Number: 1-BWM-42 Currency: USD Monthly Recurring Charges (MRC): $3,910.65 Non Recurring Charges (NRC): 0 Service Order a CenturyLink- Service Address Description Order Type Term (Months) Oty Unit MRC Unit NRC Total MRC Total NRC 305 S SANTA FE AVE Dedicated Internet Access Modify 36 1 VERNON CALIFORNIA UNITED STATES 90058 1714 Access -Off Net 1 $1,210.65 $0.00 $1,210.65 $0.00 Bandwidth = GigE Access Sub Bandwidth=1000 bps - Off Net Protection=All - Inside Wiring=Standard Delivery -To the MPoE Customer Provided) IP Logical 1 $2,700.00 $0.00 $2,700.00 $0.00 Billing Method=Flat Rate Peak Data Rate in Mbps=1000 Committed Data Rate in Mbps=1000 IP Port 1 $0.00 $0.00 $0.00 $0.00 ubtotal $3,910.66 $0.00 otals $3,910.65 $0.00 Terms and Conditions Governing This Order 1. This confidential Order may not be disclosed to third parties and is non -binding until accepted by CenturyLink, as set forth in section 4. Customer places this Order by signing (including electronically or digitally) or otherwise acknowledging (in a manner acceptable to CenturyLink) this document and returning it to CenturyLink. Pricing is valid for 90 calendar days from the date indicated unless otherwise specified. 2. Prior to installation, CenturyLink may notify Customer in writing (including by e-mail) of price increases due to off -net vendors. Customer has 2 business days following notice to terminate this Order without liability; or otherwise, Customer is deemed to accept the increase. 3. If a generic demarcation point (such as a street address) is provided, the demarcation point for on -net services will be Centuryl-ink's Minimum Point of Entry (MPOE) at such location (as determined by CenturyLink). Off -net demarcation points will be the off -net vendor's MPOE. If this Order identifies aspects of services that are procured by Customer directly from third parties, CenturyLink is not liable for such services. Service Order Confidential Page 1 of 3 Document No. DOC-0000642289 Scenario: SM1027839 0fi � CenturyUnk- !► 4. The Service identified in this Order is subject to the CenturyLink Master Service Agreement(s) and applicable Service Schedule(s) between CenturyLink Communications, LLC and Customer (or its affiliate if expressly provided for under such affiliate Master Service Agreement). If Customer has not executed a CenturyLink Master Services Agreement with CenturyLink Communications, LLC but has executed a services agreement for applicable services with an affiliate of CenturyLink ("Affiliate Agreement"), then the terms of the most recent Affiliate Agreement will apply to the Service (to the extent not inconsistent with this Order); in such cases, the current standard Service Schedule applicable to the Services will apply. If CenturyLink and Customer have not executed a CenturyLink Master Service Agreement and/or applicable Service Schedule(s) governing the Service and have not executed an Affiliate Agreement, CenturyLink's current standard Master Service Agreement/Service Schedule(s) will govern, a copy of which are available upon request. The CenturyLink invoicing entity is the entity providing Services. Notwithstanding anything in any Affiliate Agreement to the contrary, CenturyLink will notify Customer of acceptance of requested Service in this 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 Schedule. CenturyLink will deliver a written or electronic notice that the Service is installed (a "Connection Notice"), at which time billing will commence. At the expiration of the Service Term, Service will continue month -to -month, and rates are subject to change upon 30 days' notice from CenturyLink. If the Affiliate Agreement governs and does not include early termination charges and if Customer cancels or terminates Service for any reason other than CenturyLink's uncured default or if CenturyLink terminates due to Customer's uncured default, then Customer will pay CenturyLink's standard early termination liability charges as identified in CenturyLink's ancillary charge summary, a copy of which is available upon request. "Affiliate Agreement" for CenturyLink Communications, LLC or any companies that were affiliates of CenturyLink Communications, LLC before the merger between CenturyLink and Level 3 Communications ("Merger") means only an applicable Interexchange Carrier (IXC) network agreement, e.g. CenturyLink Total Advantage Agreement, CenturyLink Total Advantage Express Agreement, or CenturyLink Wholesale Services Agreement, for non -government customers (each, a CenturyLink Affiliate Agreement). Affiliate Agreement also includes an Agreement between Customer and any entity that was an affiliate of Level 3 Communications before the Merger. 5. 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 service, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Order. 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. All transport services ordered from CenturyLink will be treated as interstate for regulatory purposes. Customer may certify transport service as being intrastate (for regulatory purposes only) in a format as required by CenturyLink, but only where the transport services are sold on a stand-alone basis, the end points for the service are located in the same state and neither end point is a CenturyLink provided IP port ("Intrastate Services"). Where Customer requests that services be designated as Intrastate Services, Customer certifies to CenturyLink that not more than 10% of Customer's traffic utilizing the Intrastate Services will be originated or terminated outside of the state in which the Intrastate Services are provided. Such election will apply prospectively only and will apply to all Intrastate Services stated in this Order. 7. Charges for certain Services are subject to (a) a monthly property tax surcharge and (b) a monthly cost recovery fee per month to reimburse CenturyLink for various governmental taxes and surcharges. Such charges are subject to change by CenturyLink and will be applied regardless of whether Customer has delivered a valid tax exemption certificate. For additional details on taxes and surcharges that are assessed, visit www.centurylink.comftaxes. 8. Customer will pay CenturyLink's standard: (a) expedite charges (added to the NRC) if Customer requests a delivery date inside CenturyLink's standard interval duration (available upon request or at httosJ/MyLeyet3.net) and (b) ancillary charges for additional activities, features or options as set forth in CenturyLink's ancillary charge summary, a copy of Service Order Confidential Page 2 of 3 Document No. DOC-0000642289 Scenario: SM1027839 � CenturyUnk- which is available upon request. If CenturyLink cannot complete installation due to Customer delay or inaction, CenturyLink may begin charging Customer and Customer will pay such charges. 9. Equipment provided by CenturyLink to be located in Customer's premises ("CPE") is subject to the terms of the Customer Premise Equipment Addendum, a copy of which is available upon request. For colocation, data center and/or hosting services, pre -arranged escorted access may be required at certain locations, and cross connect services are subject to whether facilities are available at the particular location to complete the connection. 10. For Level 3 Internet Services provided in certain countries in the Asia -Pacific region where CenturyLink does not currently hold a license to provide such Services, Customer consents to CenturyLink providing Service by procuring services of third -party carriers as Customer's agent, and Customer appoints CenturyLink as its agent to the extent necessary to obtain such Service. CenturyLink' s affiliate is licensed in Hong Kong, Japan, Singapore and Australia. v. March 4 2019 Additional Order Terms Invoices Single prices shown above for bundled Services, or for Services provided at multiple locations, will be allocated among the individual services for the purpose of applying Taxes and regulatory fees and also may be divided on the Customer's invoice by location served. Activation Support If requested by Customer, and for an additional charge assistance with activating and/or configuring equipment on Customer's side of the Demarcation Point may be provided ("Activation Support"). Signature Block Customer: CITY OF VERNON Total MRC: $3,910.65 Total NRC: 0 Signature: ��jj�� fi1M-A__ Name: Me issa Ybarra Title: Mayor Date: 0C - 13 -19 Customer and the individual signing above represent that such individual has the authority to bind Customer to this Agreement. ATTEST: Document Generation Date: 04-25-2019 ` APPROVE AS TO FO M: a rrin ton, Interim City Clerk Brian Byun, Senior Deputy City At orney Service Order Confidential Page 3 of 3 ADDENDUM TO SERVICE ORDER DOCUMENT NO. DOC-0000642289 This Addendum ("Addendum") (i) is entered into by and between CenturyLink Communications, LLC ("CenturyLink"), on behalf of itself and its affiliated entities, and CITY OF VERNON, and (ii) modifies Customer Quote/Order Document Number DOC-0000642289 to be signed by Customer at the same time as this Addendum (the "Customer Order"), a copy of which is attached and incorporated by reference. This Addendum is effective as of the date executed by both parties. WHEREAS, the parties wish to amend the Customer Order as set forth herein. NOW THEREFORE, the parties agree to modify the Customer Order in the following limited respects: 1. Section 1 of the Customer Order is amended by deleting "confidential" and "may not be disclosed to third parties and" in the first Sentence. 2. Limited to Relevant Customer Order. The parties acknowledge and agree that this Addendum shall apply to the Customer Order and shall have no applicability to any other order(s) that Customer may have otherwise submitted or may submit to CenturyLink in the future. All other Terms and Conditions will remain in effect. Page 1 OMR #R038754 These terms and conditions have been read, are understood, and are hereby accepted. CenturyLink Communications, LLC Name �L�Sa /CJ el CITY OF VERNON Bldjdj,, 14,,� 4 9 W, 0 Name-delissa Ybarra Titie/l%Q/7G{�I/i"— ��FYA/%glje//�iUe Mayor Date -R Zo2C�/ �! V Date $-t 3 - I J ATTT: e ah arr g on, Interim City Clerk APPROVED AS TO FORM: Bria yun, Senior Deputy Cit Attorney Page 2 OMR #R038754 SERVICE MODIFICATION ORDER FORM Service Modification Order Form GpJ CenturyLink- This Service Modification Order ('Modification) is entered into by Level 3 Communications. LLC and City of Vernon CCustan.l ThisM Mwtonontyapomto MeserviceMM nc allow. HMM26 acorlekl ceMeen Mk Modifrelkn arq Me appkable service ceder,MIS MoOification$hall prevail. The services shall also continue to be governed by the Level 3 Communicatical LLC SMM TermsaMCNMitiomar Msaterservice Agreement exewkd by Customer. The appicable semce level agreement is set torn in such urdedytng agreement This M ifK•a5on is effective upon ezecetion by bon pang. Manhly Resorting ChaW(MRC): p1910a5 NonJteturvirg Chi JNRCv um Customer and Me individual Wrimp takes radial hat Much Monte" has the autlwriry M MIM Customer to Mis Service Order. Custom CI Signatu Print Name: Title: Mayor Date Sales Person: Change Form Customer agrees Mis modification My affects the speufic services listed Wim "Additional services in line aith original contract Will be cetermmous tomNaL like YIvKEs.^ Account Number: F kae: F_ ExpedlM: No Contract Type: Service Chat Form(SOP Date Original Contract Signature: M13Q%9 Docurieri DOC-00o08a2289 General Re persted Sal MotlMcetion Comecting order type ham Modiy to New, Hot cut dkcolNEW. Current Chesil ID 8CV3ae5 upgradirq M 1 GIG, Scenario: Sol027839 SBrvke AObxe H 4305 S Sam Fe Ave, Vernon CA 90058 ONar Atev9y Upgraft OrdH Hntn CortMirg oNer type from Modal M New, Had but dreco'NSW. Goner Circuit to 3CV31d5 upgmdl, tot GIG Sarvlce Name UnR MNC Toth IBIC Unit MCi TgbI NRC Internet BarMaiGM Access t E3.91065 E191085 NoSBpp k` sa Pope, City Clerk BtpTO de E3,91os5 Ea.9D APPRO ED AS TO CORM: Brian Byun, Senior Deputy Cit; Attorney vamraam. Whi La,N ]-l:wiYYl Pape I al INSURANCE DOCUMENTS A� d CERTIFICATE OF LIABILITY INSURANCE °,Aazulmll!) "t"" THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATNELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATNE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: H Dte certificate holder is an ADDRIONAL INSURED, tire policy(les) most have ADDITIONAL INSURED provisions oT be endorsed. H SUBROGATION IS WANED, subject to the terns and Conditions of Use policy, certain policies may require an endorsement A statement on CALimneex00.371S3 1M1 %Aserrear SAN 19N Sea,. WA %I01-]S32 AM'. Sedltld.rsrtraquealQmash.om I Fea: 21199B43B3 C11102197661$TNDALL-15X eowm CNMryUnF, MC. adM sleoaisies, indldtrdbNIIN limib3 b:OA3 ormnnal ns, FINmeEpnal xlc.; EmbeN CIXPIXaOIXL. I W ONParent, LLCanO La.& 3 CammmhaWm, LLC 100 ce LA 71 pile MXrOe. U ]IA3 INSURERS) AFFO MCOYEMDE INSURER A='r,wich 0,xyics. COmpnY INSURER B: X-SI.U:l "Sva. INSURERC Allonz UnOEWEM lns Co INSURER E: Res All THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LIVED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTATHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY COMPACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WSR POLICY EFF POLICY EXP SUNlaso TYPEOF INSURANCE pLICy Ny R �3 A COMMERCIALGEXEML UABLRY X X RGD5XCQMi NU111019 N01020 EACHOCCURRENCE 5 3RB,B33 REN1E0CWMS.MF.DEOCCUyPREMISES(As Slow S kX1 CONTRACTUAL LMBILIIV MED ESP(A10've shor F 10,000 PERSONALBAWINNRY F 3.000000 LAGGREWTEUROARRIJESPER GENEMLAGGREGATE f 15A00.000 % FOLILY aPEC BLOC P0.0DUCTs.COMP/OPAGO F 15,AMM OTHER: S A AUTOMomUEL-Al FrY X X RAD50003k07 0901019 0 IM() aBIINE INGUELIND g 20XM X ANY AUTO Aulo PIIy51Fa Da1II2]a' Shcimurae SCOILYINURY(Ps Lace) F x OWNED SCHEDULED somay austay(Pe F AUTOS ONLY AUTOS PROPERTY DAMAGE accallast _ N XNINDY x NOOWNEO y AUTOS ON V AUTOS ONLY S x UMBRELWLM6 x Occun X X U5Z00X23190001 0901R019 OMIT= OROH� S 10,000,000 AOGPEWTE S 10.000.0)1 EXCESS WB CWMSMADE S DEC RETENTIONS B wU1KEa9COWExMTKW X RWD5X032c(Ch 5) NC1019 1090101S)X OTH E AXOF1rPLOYEATLWIInY 9 Y1x RWR50W33W]W0 09.012019 0901Ye020 1,Wp.000 NIY%IOriX:TgA9MTr1ERa](ECUTNE EACH ACCIDENT ELFACH s B � R.SBB pE%CMCEp1 O xW RMKM33207(WA) 09012019 09.0123eo S 1,WRIN E-SANT E1 vt3Fw4E. -SAA. E 1m•� B Cysa RIPTON lrler RWE$0633320]IOHI 09.012019 09.91202,'I E.L DIGEASE PoLICY LIMIT' DEEC0.IPPON C£OPERATONS [ebv C iEChndp9Y E30 incr U5Zo00023190001 09612019 099120XI Each GaimlAg9regaM 10,000poO CdNv PIIva.YLiabllry RMStlm 5,000,00C DESCRIPTION OF OPERATIONS LOCATONS IvEHCLE9 IACORO 1.1, AGa.vI R...... Scllaaula, mrybaxeNMa MmpP Pryca brpuM) Re: a305 Santo He Ave. Vernon CA ANS5 M CIry dVemm ¢ rcHeNN as Ad9itlmal IMUIM as respecb aeEbkmsl'x tlb opOaxXls dine Narel lnslnetl x re9aiN OY WMra%IXa}BMrenl R9aSXM GMMM UaEJIY ad Pah tlebiN. CYMYids bother¢ pmv0.d aNa).a olsuxa9aMn urdM Wodrs Cmreenuti9rl as re9uilat by xMkn omtrst. INgitgamrr GryNVmm POLICIES BE CBE EI BEFORE ANYBED OULD ARYOFTHE AM YOFM Am: PdI MaI�xrNE a3 DEED DATE THEREOF, NOTICE WILL BE DELED TOES'F, NOTICE N N 13055dnla Fe AleMe ACCORaANCEWRHTHENHICYPROVI3gNS. Vemm, G4 90058 DA E AU icaudd ORE➢RESENTAiIVE 0 Mash USA Inc. Katie Stephens ACORD 25 (2016100) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN102197661 LOC e: Seattle AC Rd ADDITIONAL REMARKS SCHEDULE Page 2 of? AGENCY NAMED INSURED Mash USA 1. CareryUs, lrc ad al sanaeas. _ radon, M rM lmkp b.Odd D«mbnbaGRlnbm8lbnal In, EmpaD Caponks; MUCY NUMBER Isve13 Parent, LLC «d Level3 Comminution, LLC 100 Cmmq(ink Drys, Manor LA 1122 f.Y1R1FA N/JL CCUE SURE. DA. ITHIS DDITIO DAL REMARKS FORM IS SCHEDULE TO ACORD FORM. cnou25 c. Certificate of Liability Insurance GENERALIANUTY- Aobman6 AdMoraal YrsuMa Perlary Coreraee AddroN kaeal-Any, pason a«BakMNIIN Ya ME s Wm n A Arlo care«will apsal« peel. SS s, W.« m0e noebeap Na eXYR CRmdI LIaGkIY Wk YaM � pnlaYan ekdLV b la[ilY ayrg Ddd NBmI Ii6Yr�Sawi9lSNpan« WaraNNs. AM'rp«a'¢amtl hl tlN WhvW bso u Ural rot cemombmry bsur«m. Waner of innekr m Rlipne of Rewvery Nans! arum b Us - Any Run or orpanineon.im cram p, lure NMMS mn Aoold I or ral or In SUMAS,, IUA or Pods a ry iorroor S,FAA nW IneNamA lea. lrcunr¢mren Im%ne Net our Army 50of rakeard prtyem. ary W. Arro ne nM L2M aekYN MyeltllRtl 1W2417 Arry person«a9avawyw ae Iewam M aNrawmNa+. apNan+n1. dare, n.«wuedaaans aDAdN1 E.'mdy Nly«'pap«naaNpe'pmaameseaalt n uM ereNy e d by mna¢t IIamNnl. dare. ANY «aae of «nnwas. LoswrMEiptna InsNN s'N toss Payee All Lanus WanerWira¢ferof RMNsd Ramrery Aykc101MR b Ua (Wartsd S44ryakn)-AnY Polson oragT'e3kni eM'Mam ry Adrp weiME [«Nm Be'ararent'm Na'NSs' ama a wno-au wRI ma promo ««pmauon. «IEax mre, n. «wee a udlalres --- WORKERS' COMPENSATION AND EMPLOYERS LIABILITY AND EXCESS WORKERS COMPENSATION AND EMPLOYERS LABILITY (OH 8 WA -SELF -INSURED $1.000,000 RETFNTIONI -- water d our Poyn m Reroc lmmovas Ermxvnenl-wTNrerepuaea W wAMrI yMniartdg E pr«n rss, «repseap slahre, w wmea NON'naresuvWBo plgrm bss. IXCESSNMBPELIA CDv6lb2ea[gIC6 [er0'AlrRnw.AMrgna llW�85 rde[dE' yWrim&ee11n1APt[erd6]RO+tlC NdmdE lrarlMffiAjYIAEq OMbtlOr jrw�rNnt. WdMfp TrdMldr01 Rgnls olRarAen Aynnollmn uz (warerd 5uempaeorp-ArnpeRDnor«geniration Mgnrmom Iwl IareenMRc Inb amntranor ryleerll«rt wlwrybtleenm Np1aM ysan PNaad«a91renNra. s.paamndand.as ARrs. ----- COMMERCIAL CRIME FIDELITYBOND- --- Carter XL SpeoWly mwRNe Company Poky N~ ELU16140019 Eeurse Dal. 09OI019-e9a1RON Eah oacmrmiw:$10 o101Xn--_-_. us. PROPERTY __Cal ztp;�� ANu UnderanMR lrmnaW CMpNyPoo, Nunes. Uuo00o23+9000+ Edaoye Dann: 03ro1019. 0 IQ020 Lnd 52S000.M CMNAeae:s 000.000 PmMgUySo,-All RLsk'01 Ulrecl MysialLossesDambe bAll R3318M Pa'smY%oreRy,IWA, BSirr8Mazh'm&y, EaVquaka. FbMar V/tlRepoamanl GM1 SPER, &srrss lnwnppm. KhbllMs $rnVM1. Loss apw�ArMnywAa btl'atl esL WaR.s 3 awn« Nlanscu o,nu or also Our roy,a ndoradwn Aare enlerep no awntrsiwagraenBnL Mmnb Ula er.Hd reoulRO b) auto wntralaayxnent OMer EeOUNons may, appy a pn pduy Mma algmrdEons. Snarla ly So INSBuySWAl © 2008 ACORD CORPORATION. All The ACORD name and logo are registered marks of ACORD ENDORSEMENT# This endorsement, effective 12:01 a.m., 09-01-2019 fors a part of Policy No. RGD5000333O7 Ito Centurylink, Inc. by Greenwich InsuranceCompany THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED'S PRIMARY COVERAGE This endorsem art modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Part apply unless modified by this endorsement. The following provision is added to Section II, Who is an Insured: 1 f. Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the coverage andfor limits or this policy. Except when required otherwise by Insured contract, this insurance does not apply to (1) (a) All work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the site of the covered operations has been completed; or (b) That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a pnncipal as a part ofthe same project. fA Bodily Injury or Property Damage ansing out of any act oromission of the additional insured(s) or any of their employees, other than the general supervision of work performed for the additional insured(s) by you. When both parties to a contract have been added as additional insureds to each others policies, primary coverage shall be determined by the terms of contract. INSURANCE APPRC\r .D CITY OF VE NON RIS IJA Io a'� I tad Representative DP.T Mehit1S © 2019 X.L. America, Inc. All h Reserved. May not be copied withou permission. STAFF REPORT AGENDA APPROVED ITEM 08/06/19, SD City Council Agenda Item Report Agenda Item No. COV-325-2019 Submitted by: Michelle Tolmasoff Submitting Department: Public Utilities Meeting Date: August 6, 2019 SUBJECT A Resolution Approving and Authorizing the Execution of a Master Services Agreement for Upstream Internet Access Services with Centurylink Communications, LLC, and Repealing All Resolutions In Conflict Therewith 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 a Master Services Agreement for Upstream Internet Access Services with Centurylink Communications, LLC, and Repealing All Resolutions In Conflict Therewith. Background: The Public Utilities Department's ("VPU') Fiber Optic based Internet Access Service receives dedicated wholesale internet circuits from two upstream service providers. Contracting with two source providers affords VPU the redundancy necessary for the reliable delivery of commercial internet access services to residents and businesses in Vernon using VPU's fiber optic network distribution infrastructure. The redundant circuits ensure system reliability and customer service up -time. VPU is currently connected to the Centurylink Communications, LLC ("Centurylink') network, previously known as Level 3. Historically, Centurylink's service delivery has met VPU's Internet Access Services reliability requirements in a responsible manner. On September 4, 2018, City Council adopted Resolution No. 2018-32, which approved and authorized a Master Services Agreement for Upstream Internet Access Services with Centurylink ("Agreement'). The Agreement was executed, but the upgrade was not activated as the merger between Centurylink and Level 3 resulted in a transition of personnel that ultimately affected the time frame and direction of the upgrade. Initially, Centurylink planned on providing the bandwidth upgrade through a different carrier and a new last -mile circuit. This approach would require construction for the new circuit resulting in a longer turnaround time for the necessary system equipment and configuration overhaul. Given the circumstance, the service order for the proposed 500 Mbps upgrade was placed on hold as staff re -assessed the best upgrade option to meet current and future City needs. After a thorough assessment of the proposed upgrade and the City's fiber optic system, staff concluded the best course of action for the City and its customer base is to keep the existing circuit with Centurylink, opt out of the service upgrade for 500 Mbps, and upgrade to a greater service capacity of 1,000 Mbps (I Gbps). Keeping the existing circuit will ensure the least amount of downtime and system changes in addition to avoiding substantial service interruptions to VPU's customers that are necessary during a transition to a new provider. Currently, VPU procures a month -to -month service from Centurylink which offers a bandwidth of 200 Mbps for a monthly charge of $4,541.37 (tax/surcharge included). Centurylink has provided an updated quote for the 1,000 Mbps upgrade with a new monthly charge of $3,910.65 (not including an estimated $641 tax/surcharge for an approximate AGENDA APPROVED ITEM 08/06/19, SD monthly total of $4,551.65). The recommended upgrade will provide a higher quality of service and speed options for VPU's users, in addition to providing the ability to market and sustain future growth. With the increase in bandwidth, VPU will seek to update its current offerings and service packages for its customers and re -design the distribution system in order to grow and be able to service more customers. 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 Centurylink network, staff determined that it is in the best interest of the City to repeal Resolution No. 2018-32 and commit to a new three-year term Master Services Agreement with Centurylink for an upgrade that will grant VPU five times the amount of bandwidth with a minimal increase to the monthly cost (approximately $11), for an amount not -to -exceed $165,000 over the term of the Agreement. As part of this Agreement, staff will be able to establish firm monthly rates that are not subject to increases throughout the entire term of thirty-six (36) months, thereby ensuring that VPU is not only capable of providing valuable and reliable internet 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 ultimately affecting customers. Staff has also requested a credit from Centurylink for an estimated total of $3,575 for the monthly cost difference between those stated in the Agreement and the current month -to -month charge. Centurylink has provided a Master Services Agreement, Service Order Form, Standard Terms and Conditions, and Addendum, which the City Attorney's office has reviewed and approved as to form Fiscal Impact: The not -to -exceed amount of $165,000, includes the 36-month service coranitment with Centurylink, estimated taxes, surcharge, and the additional funds to pay two (2) months of charges at the current rates until the upgrade is completed. This expense has been included in the proposed VPU Budget for the Fiber Optics Division for fiscal year 2019-2020 and will be budgeted accordingly in subsequent years. If approved, the expense will be charged to account 057.1057.500173. ATTACHMENTS • 1. Resolution - CenturyLink MSA AGENDA APPROVED ITEM 08/06/19, SD RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A MASTER SERVICES AGREEMENT FOR UPSTREAM INTERNET ACCESS SERVICES BY AND BETWEEN THE CITY OF VERNON AND CENTURYLINK COMMUNICATIONS, LLC AND REPEALING ALL RESOLUTIONS IN CONFLICT THEREWITH WHEREAS, on January 7, 2008, the City Council of the City of Vernon ("Vernon" or the "City") adopted Resolution No. 9518 approving a Business Markets Master Service Agreement and Service Order Form with Level 3 Communications, LLC, 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, 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, on September 4, 2018, the City Council of the City AGENDA APPROVED ITEM 08/06/19, SD of Vernon adopted Resolution No. 2018-32 approving and authorizing the execution of a Master Services Agreement for upstream internet access services with Centurylink Communications, LLC ("Centurylink"); and WHEREAS, the Agreement approved via Resolution 2018-32 included an upgrade of 500 Mbps but was never activated; and WHEREAS, by memorandum dated August 6, 2019, the Public Utilities Department has recommended that the City approve a Master Services Agreement for upstream internet access services with Centurylink (the "Centurylink MSA"), which includes a greater service capacity of 1,000 Mbps; and WHEREAS, the City Council of the City of Vernon desires to approve the upgraded Master Services Agreement for upstream internet access services with Centurylink. 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 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 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. 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 - 2 - AGENDA APPROVED ITEM 08/06/19, SD for, and on behalf of, the City of Vernon and the Interim 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: All resolutions or parts of resolutions, including Resolution No. 2018-32, not consistent with or in conflict with this resolution are hereby repealed. SECTION 7: The City Council of the City of Vernon hereby directs the Interim City Clerk, or the Interim City Clerk's designee, to send a fully executed Centurylink MSA to Centurylink. - 3 - AGENDA APPROVED ITEM 08/06/19, SD SECTION 8: The Interim City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the Interim City Clerk, of the City of Vernon shall cause this resolution and the Interim City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 6th day of August, 2019. iAWNW-aw Deborah Harrington, Interim City Clerk APPROVED AS TO FORM: Brian Byun, Senior Deputy City Attorney Name: Title: Mayor / Mayor Pro-Tem - 4 - AGENDA APPROVED ITEM 08/06/19, SD STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Deborah Harrington, Interim 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, August 6, 2019, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of August, 2019, at Vernon, California. (SEAL) - 5 - Deborah Harrington, Interim City Clerk AGENDA APPROVED ITEM 08/06/19, SD EXHIBIT A AGENDA APPROVED ITEM CENTURYLINK MASTER SERVICE AGREEMENT 08/06/19, SD 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. As of the Effective Date, this Agreement shall replace and supersede the following: (i) Master Services Agreement entered into as of September 25, 2018, by and between CenturyLink Communications, LLC and City of Vernon, Contract ID #1180663 ("Prior MSK). Notwithstanding anything to the contrary set forth therein, as of the Effective Date, this Agreement shall govern all existing Service Orders and Statements of Work previously governed by the Prior MSA, if any. 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 Centuryl-ink'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 OMR #R038754 Op ID #: 56447447 Page 1 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 AGENDA APPROVED ITEM CENTURYLINK MASTER SERVICE AGREEMENT 08/06/19, SD STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION products or services from a third parry. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring 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 htto://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. OMR #R038754 Op ID #: 56447447 Page 2 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 AGENDA APPROVED ITEM CENTURYLINK MASTER SERVICE AGREEMENT 08/06/19, SD STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION 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 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 parry'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.leve[3.com/disco/disco.htm] 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/looin/ or via Email at: billing0centurylink.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 14th 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 httr)://www centurylink com/aboutus/legal/privacy-r)olicy.html. Unless otherwise set forth in a Service Attachment, the applicable AUP is available at http://www level 3. 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. OMR #R038754 Op ID #: 56447447 Page 3 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 AGENDA APPROVED ITEM CENTURYLINK MASTER SERVICE AGREEMENT 08/06/19, SD STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION (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 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: OMR #R038754 Op ID #: 56447447 Page 4 of 9 © CenturyLink. All Rights Reserved. CGT v1.052318 AGENDA APPROVED ITEM CENTURYLINK MASTER SERVICE AGREEMENT 08/06/19, SD 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 I 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 (8)(X) 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 OMR #R038754 Op ID #: 56447447 Page 5 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 AGENDA APPROVED ITEM CENTURYLINK MASTER SERVICE AGREEMENT 08/06/19, SD STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE ACIR/ACDR is the minimum bandwidth that will be charged to Customer each month, regardless of lower actual usage. Usage 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 (SLAB) apply as set forth below. When Converged Voice -Internet Service is ordered the SLAs below apply in lieu of any SLAB 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 OMR #R038754 Op ID #: 56447447 Page 6 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 AGENDA APPROVED ITEM CENTURYLINK MASTER SERVICE AGREEMENT 08/06/19, SD STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE 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 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 — 00:4100 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% OMR #R038754 Op ID #: 56447447 Page 7 of 9 © Centuryl-ink. All Rights Reserved. CGT v1.071816 AGENDA APPROVED ITEM CENTURYLINK MASTER SERVICE AGREEMENT 08/06/19, SD STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES SERVICE SCHEDULE 16:00:01 — 24:00:00 24:00:01 or greater 50% 100% 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% e. 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, OMR #R038754 Op ID #: 56447447 Page 8 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 AGENDA APPROVED ITEM CENTURYLINK MASTER SERVICE AGREEMENT 08/06/19, SD STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL V INTERNET SERVICES SERVICE SCHEDULE 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, 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 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. OMR #R038754 Op ID #: 56447447 Page 9 of 9 © CenturyLink. All Rights Reserved. CGT v1.071816 AGENDA APPROVED ITEM 08/06/19, SD ATTACHMENT AGENDA APPROVED ITEM Document No. DOC-0000642289 Scenario: SM1027839 Customer Information and Contract Specifications Customer Name: CITY OF VERNON Account Number: 1-BWM-42 Currency: USD Monthly Recurring Charges (MRC): $3,910.65 Non Recurring Charges (NRC): 0 Service Order `IF& 08/06/19, SD }W CenturyLink- Service Address Description Order Type Term (Months) Qty Unit MRC Unit NRC Total MRC Total NRC 305 S SANTA FE AVE Dedicated Internet Access Modify 36 1 VERNON CALIFORNIA UNITED STATES 90058 1714 Access - Off Net 1 $1,210.65 $0.00 $1,210.65 $0.00 Bandwidth = GigE -Access Sub Bandwidth=1000 Mbps Off Net Protection=All Inside Wring=Standard Delivery - To the MPoE (Customer Provided) IP Logical 1 $2,700.00 $0.00 $2,700.00 $0.00 - Billing Method=Flat Rate - Peak Data Rate in Mbps=1000 - Committed Data Rate in Mbps=1000 IP Port 1 $0.00 $0.00 $0.00 $0.00 Subtotal $3,910.65 $0.00 otals $3,910.65 $0.00 Terms and Conditions Governing This Order 1. This confidential Order may not be disclosed to third parties and is non -binding until accepted by CenturyLink, as set forth in section 4. Customer places this Order by signing (including electronically or digitally) or otherwise acknowledging (in a manner acceptable to CenturyLink) this document and returning it to CenturyLink. Pricing is valid for 90 calendar days from the date indicated unless otherwise specified. 2. Prior to installation, CenturyLink may notify Customer in writing (including by e-mail) of price increases due to off -net vendors. Customer has 2 business days following notice to terminate this Order without liability; or otherwise, Customer is deemed to accept the increase. 3. If a generic demarcation point (such as a street address) is provided, the demarcation point for on -net services will be CenturyLink's Minimum Point of Entry (MPOE) at such location (as determined by CenturyLink). Off -net demarcation points will be the off -net vendor's MPOE. If this Order identifies aspects of services that are procured by Customer directly from third parties, CenturyLink is not liable for such services. Service Order Confidential Page 1 of 3 AGENDA APPROVED ITEM Document No. DOC-0000642289 Scenario: SM1027839 ,,►!� 08/06/19, SD CenturyLink� 4. The Service identified in this Order is subject to the CenturyLink Master Service Agreement(s) and applicable Service Schedule(s) between CenturyLink Communications, LLC and Customer (or its affiliate if expressly provided for under such affiliate Master Service Agreement). If Customer has not executed a CenturyLink Master Services Agreement with CenturyLink Communications, LLC but has executed a services agreement for applicable services with an affiliate of CenturyLink ("Affiliate Agreement"), then the terms of the most recent Affiliate Agreement will apply to the Service (to the extent not inconsistent with this Order); in such cases, the current standard Service Schedule applicable to the Services will apply. If CenturyLink and Customer have not executed a CenturyLink Master Service Agreement and/or applicable Service Schedule(s) governing the Service and have not executed an Affiliate Agreement, CenturyLink's current standard Master Service Agreement/Service Schedule(s) will govern, a copy of which are available upon request. The CenturyLink invoicing entity is the entity providing Services. Notwithstanding anything in any Affiliate Agreement to the contrary, CenturyLink will notify Customer of acceptance of requested Service in this 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 Schedule. CenturyLink will deliver a written or electronic notice that the Service is installed (a "Connection Notice"), at which time billing will commence. At the expiration of the Service Term, Service will continue month -to -month, and rates are subject to change upon 30 days' notice from CenturyLink. If the Affiliate Agreement governs and does not include early termination charges and if Customer cancels or terminates Service for any reason other than CenturyLink's uncured default or if CenturyLink terminates due to Customer's uncured default, then Customer will pay CenturyLink's standard early termination liability charges as identified in CenturyLink's ancillary charge summary, a copy of which is available upon request. "Affiliate Agreement" for CenturyLink Communications, LLC or any companies that were affiliates of CenturyLink Communications, LLC before the merger between CenturyLink and Level 3 Communications ("Merger") means only an applicable Interexchange Carrier (IXC) network agreement, e.g. CenturyLink Total Advantage Agreement, CenturyLink Total Advantage Express Agreement, or CenturyLink Wholesale Services Agreement, for non -government customers (each, a CenturyLink Affiliate Agreement). Affiliate Agreement also includes an Agreement between Customer and any entity that was an affiliate of Level 3 Communications before the Merger. 5. 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 service, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Order. 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. All transport services ordered from CenturyLink will be treated as interstate for regulatory purposes. Customer may certify transport service as being intrastate (for regulatory purposes only) in a format as required by CenturyLink, but only where the transport services are sold on a stand-alone basis, the end points for the service are located in the same state and neither end point is a CenturyLink provided IP port ("Intrastate Services"). Where Customer requests that services be designated as Intrastate Services, Customer certifies to CenturyLink that not more than 10% of Customer's traffic utilizing the Intrastate Services will be originated or terminated outside of the state in which the Intrastate Services are provided. Such election will apply prospectively only and will apply to all Intrastate Services stated in this Order. 7. Charges for certain Services are subject to (a) a monthly property tax surcharge and (b) a monthly cost recovery fee per month to reimburse CenturyLink for various governmental taxes and surcharges. Such charges are subject to change by CenturyLink and will be applied regardless of whether Customer has delivered a valid tax exemption certificate. For additional details on taxes and surcharges that are assessed, visit www.centurylink.com/taxes. 8. Customer will pay CenturyLink's standard: (a) expedite charges (added to the NRC) if Customer requests a delivery date inside CenturyLink's standard interval duration (available upon request or at https:HMyLevel3.net) and (b) ancillary charges for additional activities, features or options as set forth in CenturyLink's ancillary charge summary, a copy of Service Order Confidential Page 2 of 3 AGENDA APPROVED ITEM ��►f" 08/06/19, SD Document No. DOC-0000642289 � ,` Ce n }`u ryU n ko Scenario: SM1027839 which is available upon request. If CenturyLink cannot complete installation due to Customer delay or inaction, CenturyLink may begin charging Customer and Customer will pay such charges. 9. Equipment provided by CenturyLink to be located in Customer's premises ("CPE") is subject to the terms of the Customer Premise Equipment Addendum, a copy of which is available upon request. For colocation, data center and/or hosting services, pre -arranged escorted access may be required at certain locations, and cross connect services are subject to whether facilities are available at the particular location to complete the connection. 10. For Level 3 Internet Services provided in certain countries in the Asia -Pacific region where CenturyLink does not currently hold a license to provide such Services, Customer consents to CenturyLink providing Service by procuring services of third -party carriers as Customer's agent, and Customer appoints CenturyLink as its agent to the extent necessary to obtain such Service. CenturyLink' s affiliate is licensed in Hong Kong, Japan, Singapore and Australia. v. March 4 2019 Additional Order Terms Invoices Single prices shown above for bundled Services, or for Services provided at multiple locations, will be allocated among the individual services for the purpose of applying Taxes and regulatory fees and also may be divided on the Customer's invoice by location served. Activation Support If requested by Customer, and for an additional charge assistance with activating and/or configuring equipment on Customer's side of the Demarcation Point may be provided ("Activation Support"). Signature Block Customer: CITY OF VERNON Total MRC: $3,910.65 Total NRC: 0 Signature: Name: Title: Date: Customer and the individual signing above represent that such individual has the authority to bind Customer to this Agreement. Document Generation Date: 04-25-2019 Service Order Confidential Page 3 of 3 AGENDA APPROVED ITEM 08/06/19, SD ADDENDUM AGENDA APPROVED ITEM 08/06/19, SD ADDENDUM TO SERVICE ORDER DOCUMENT NO. DOC-0000642289 This Addendum ("Addendum") (i) is entered into by and between CenturyLink Communications, LLC ("CenturyLink"), on behalf of itself and its affiliated entities, and CITY OF VERNON, and (ii) modifies Customer Quote/Order Document Number DOC-0000642289 to be signed by Customer at the same time as this Addendum (the "Customer Order"), a copy of which is attached and incorporated by reference. This Addendum is effective as of the date executed by both parties. WHEREAS, the parties wish to amend the Customer Order as set forth herein. NOW THEREFORE, the parties agree to modify the Customer Order in the following limited respects: 1. Section 1 of the Customer Order is amended by deleting "confidential" and "may not be disclosed to third parties and" in the first Sentence. 2. Limited to Relevant Customer Order. The parties acknowledge and agree that this Addendum shall apply to the Customer Order and shall have no applicability to any other order(s) that Customer may have otherwise submitted or may submit to CenturyLink in the future. All other Terms and Conditions will remain in effect. Page 1 OMR #R038754 AGENDA APPROVED ITEM 08/06/19, SD These terms and conditions have been read, are understood, and are hereby accepted. CenturyLink Communications, LLC By Date OMR #R038754 CITY OF VERNON Name Date Page 2 INSURANCE ® CERTIFICATE OF LIABILITY INSURANCE ,4CC)IR V ATE D07/232019DnvrY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. CA License 40437153 CONTACT NAME: PHONE FAX Fxt) Alc No): E-MAIL ADDRESS: 1301 5th Avenue, Suite 1900 Seattle, WA 98101-2682 Attn: Seattle.certrequest@marsh.com / Fax: 212-948-4326 CN 102197661 -STND-ALL-1 8-19 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Greenwich Insurance Company 22322 INSURED CenturyLink, Inc. and all subsidiaries, including but not limited to: Owest Communications International Inc.; Enri Corporation; INSURER B: XL Specialty Insurance Co. 37885 -- INSURER C : Allianz Underwriters Ins Co 36420 INSURER D : Level 3 Parent, LLC and Level 3 Communications, LLC 100 CenturyLink Drive; Mailstop 5TS154 Monroe, LA 71203 INSURER E : INSURER F : rnVFRer_Fs RFRTIFICOTF NUMRFR- SEA-003618518-04 REVISION NUMBER: 14 vTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR' LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDnYYY LIMITS A X I COMMERCIAL GENERAL LIABILITY X X RGD500033306 09/01/2018 09/01/2019 EACH OCCURRENCE $ 3,000,000 CLAIMS -MADE rx-1 OCCUR DAMAGE 11 RENTED ccurrrence)$ PREM SES (E. occurrence) 500,000 MED EXP (Any one person) $ 10,000 X CONTRACTUAL LIABILITY PERSONAL & ADV INJURY $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 15,000,000 PRODUCTS - COMP/OP AGG $ 15,000,000 X POLICY LOC _JJ'C OTHER: A AUTOMOBILE LIABILITY X X RAD500033406 09/01/2018 09/01/2019 COMBINED SINGLE LIMIT Ea accident g 2,000,000 BODILY INJURY (Per person) $ X ANY AUTO Auto Physical Damage - Self Insured BODILY INJURY (Per accident) $ X OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X ART1116558 09/01/2018 09/01/2019 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED RETENTION $ $ B WORKERS COMPENSATION X RWD500032906 AOS 09/01/2018 09/01/2019 X STATUTE ORH- B B B AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETORIPARTNER/EXECUTIVE iOFFICER/MEMBER EXCLUDED? N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA RWR500033006 WI RWE500033106-WA RWE500033206 - OH 09/01/2018 09I01I2018 09/01/2018 0910112019 09/01/2019 09/01/2019 E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Technology E&O incl. ART3016558 09/01/2018 19/0112019 Each Claim/Aggregate 11,000,001 Cyber/Privacy Liability Retention 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: 4305 Santa Fe Ave, Vernon CA 90058 The City of Vernon is included as Additional Insured as respects their interest in the operations of the Named Insured as required by contract or agreement regarding General Liability and Auto Liability. Certificate holder is provided a waiver of subrogation under Workers Compensation as required by written contract. INgi CE APP D CEKTIFIGAIE HULUEK ni=Y"' [WIN City of Vernon IVE OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Risk Management TION DATE THEREOF, NOTICE WILL BE DELIVERED IN 4305 Santa Fe Avenue WITH THE POLICY PROVISIONS. Vernon, CA 90058 DA E AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Cheryll L. Koch U l`JiSif-LUlO AVVKU I.VKrVKAr rVrv. riu nyrrw rcacrvcu. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN102197661 LOC #: Seattle ACOR" ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA Inc. CenturyLink, Inc. and all subsidiaries, including but not limited to: Owest Communications International Inc.; Embarq Corporation; Level 3 Parent, LLC and Level 3 Communications, LLC POLICY NUMBER 100 CenturyLink Drive; Mailstop 5TS154 Monroe, LA 71203 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance GENERAL LIABILITY Automatic Additional Insured's Primary Coverage Additional Insured as respects your interest in the operations of the Named Insured as required by contract or agreement. Coverage provided by the above General Liability policy shall be primary and is limited to liability arising out of Named Insured's ownership and/or operations. Any insurance carried by the additional insured shall not be contributory insurance. Waiver of Transfer of Rights of Recovery Against Others to Us (Waiver of Subrogation) - Any person or organization with whom you have entered into a contract or agreement, but only to the extent required by such contract or agreement. Separation of Insureds Applies. Insurance covers incidents that occur within 50' of railroad property, any railroad exclusions have been deleted per endorsement CG2417. AUTOMOBILE LIABILITY Additional Insured as respects your interest in the operations of the Named Insured as required by written contract. Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the contract specffically requires that this policy be primary. Lessor - Additional Insured and Loss Payee - All Lessors Waiver of Transfer of Rights of Recovery Against Others to Us (Waiver of Subrogation) - Any person or organization with whom you have entered into a contract or agreement, but only to the extent required by such contract or agreement. Separation of Insureds Applies. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY AND EXCESS WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY (OH & WA - SELF -INSURED - $1,000,000 RETENTION) ------ Waiver of Our Right to Recover from Others (Waiver of Subrogation) - Any person or organization with whom you have entered into a contract or agreement, but only to the extent required by such contract or agreement. EXCESS/UMBRELLA Coverage applies per occurrence. Additional Insured as respects your interest in the operations of the Named Insured as required by contract or agreement Waiver of Transfer of Rights of Recovery Against Others to Us (Waiver of Subrogation) - Any person or organization with whom you have entered into a contract or agreement, but only to the extent required by such contract or agreement. Separation of Insureds Applies. -------- COMMERCIAL CRIME - FIDELITY BOND Carrier: ACE American Insurance Company Policy Number: DONG23680075 005 Effective Dates: 03/01/2018 - 09/01 /2019 Each Occurrence: $10,000,000 ------- U.S. PROPERTY --------- Carrier: Allianz Underwriters Insurance Company Policy Number: ART 3016558 Effective Dates: 03/15/2018 - 09/01 /2019 Limit: $25,000,000 Deductible: $25,000,000 Property Coverage: "AIL Risk" of Direct Physical Loss or Damage to All Real and Personal Property, including Boiler & Machinery, Earthquake, Flood and Wind - Replacement Cost Basis, and Business Interruption - Actual Loss Sustained. Loss Payee or mortgagee as required by written contract/ oan agreement to the the extent of your insurable interest. Waiver of Subrogation - Any person or organization whom you have entered into a contract or agreement, but only to the extent required by such contract or agreement. Other deductibles may apply as per policy terms and conditions. ACORD 101 (2008/01) (0 20UU AGUKL) GUKF'UKA I lulu. con rlgnis reservea. The ACORD name and logo are registered marks of ACORD ENDORSEMENT # This endorsement, effective 12:01 a.m., 09-01-2018 forms a part of Policy No. RGD5000333-06 by Greenwich Insurance Company issued to CenturyLink, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY Cii ��URq��. D 7 RNOIV 9 AUTOMATIC ADDITIONAL INSURED'S PRIMARY COVERAGE �q This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Part apply unless modified by this endorsement. The following provision is added to Section II. Who is an Insured: 1. f. Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the coverage and/or limits of this policy. Except when required otherwise by Insured contract, this insurance does not apply to: (1) (a) All work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (b) That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Q Bodily Injury or Property Damage arising out of any act or omission of the additional insured(s) or any of their employees, other than the general supervision of work performed for the additional insured(s) by you. When both parties to a contract have been added as additional insureds to each others policies, primary coverage shall be determined by the terms of contract. Authorized Representative MANUS s) 2018 X.L. America, Inc. All Rights Reserved. May not be copied without permission.