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2015-11-03; City Council; 22127; Request Five-Year Contract CenturyLink for Cloud Hosting IAAS
CITY OF CARLSBAD - AGENDA BILL 22.127 11/03/15 ASD-IT REQUEST APPROVAL OF FIVE-YEAR CONTRACT WITH CENTURYLINK FOR CLOUD HOSTING SERVICES ("lAAS"), AND APPROPRIATION OF $120,000 DEPT.DIRECTOR Cl^ CITY ATTY. Vj^ CITY MGR. RECOMMENDED ACTION: Adopt Resolution No. 2Q15-272 authorizing Information Technology to engage CenturyLink to provide Cloud Hosting Services for Gity Information Technology systems, and appropriation of $120,000. ITEM EXPLANATION: Carlsbad has a large presence of Information Technology (IT) infrastructure consisting of servers (central computers used by large numbers of users), computer room networks, and security and access systems. Most ofthis infrastructure is located in a computer room in the Faraday Avenue building, and is accessed and used citywide. This infrastructure and the computer room are critical for virtually all of IT operations citywide in all Departments (other than the Police Department, which maintains separate infrastructure). These critical functions, which are reliant on this infrastructure, include our Website, all of our public-facing systems, our Utility Billing System, most ofthe city's financial systems, and all of our citywide storage and backup systems. Much of this infrastructure has become aged and difficult to maintain and support. Replacement parts for repairs are increasingly expensive and difficult to find: and support contract costs have increased as the assets have aged. Most ofthe assets have been fully depreciated for some time. In addition to the actual technology components being aged and past end-of-life, the computer room facility itself at the Faraday Avenue location has some significant power, maintenance, and facility related issues, making it a potentially serious vulnerability for the city and its citywide operations. It also represents a "single-point-of-failure" potential, which means that any loss of operations at a single facility would effectively disable IT operations citywide. The city engaged with The Antara Group, a Datacenter Consultant, in 2014 to assess the existing facility and explore options for supporting the city's technology operations. The results of this assessment included a strong recommendation that the city pursue migration of our systems and operations to Cloud-based and hosted environments ratherthan pursuing remediation ofthe existing computer room facility or construction of a new city datacenter. The city subsequently engaged with The Antara Group to conduct a comprehensive analysis of our Cloud hosting needs, followed by identification and assessment of suitable Cloud hosting service providers which could meet DEPARTIVIENT CONTACT: Randy Lagman, 760-602-2789; randy.lagman@carlsbadca.gov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED CONTINUEDTO DATE SPECIFIC • DENIED • CONTINUEDTO DATE UNKNOWN • WITHDRAWN • RETURNED TO STAFF • AMENDED • COUNCIL RECEIVED THE REPORT/PRESENTATION OTHER-SEE MINUTES • • Cloud Hosting Services November 3, 2015 Page 2 of 3 our needs. This assessment and analysis was limited to only service providers offering the needed services under existing competitively-bid governmental contract vehicles. The results of that effort include a strategy to engage CenturyLink as the preferred Cloud hosting service provider, and migrate our systems to a Cloud-based set of primary and disaster recovery environments over the course of the next 24 to 36 months. Section 3.28.100 ofthe Carlsbad Municipal Code allows the Purchasing Officer to purchase managed services from a vendor at a price established by another public or quasi-public agency when the other agency has made its purchase in a competitive manner. The Purchasing Officer has confirmed that the Century Link contract was bid in a competitive manner through MiCTA (Michigan Collegiate Telecommunications Association). This agenda bill is focused on setting and executing a strategy to move all technology operations to Cloud-based and hosted facilities over the course of the next 24 to 36 months. This will result in the following significant benefits to the entire city: 1. Reduction, and ultimate elimination in three years' time, of the vulnerabilities inherent with existing computer room facility and its "single-point-of-failure" potential; effectively, without additional capital outlay or investment in facilities remediation or construction; and 2. Reduction, and ultimate elimination in three years' time, of the vulnerabilities of the current fleet of aged and past-end-of-life Information Technology assets; and 3. Improvement of city's systems' reliability by moving our systems and IT operations to a service provider's infrastructure platform; and 4. Improvement of city's systems' recoverability in a local or regional disaster so the city can maintain business continuity by moving primary systems to a hosting facility in Santa Clara, California, and proactively deploying duplicate disaster recovery (DR) systems in a redundant hosting facility in Sterling, Virginia. FISCAL IMPACT: The replacement funds collected for the assets that will not be replaced are available to be used towards the cost ofthis new service. An appropriation increase in the Information Technology budget is being requested for the first year costs of approximately $120,000. Future year appropriations will be included in the Information Technology budget requests as the service usage becomes clearer. The cost increases each year as we are beginning in the middle of this fiscal year with critical applications only, and the remaining applications will be migrated over a 3 year period. The following table indicates an annual net cost to the city over the next three years: Cloud Hosting Services November 03, 2015 Page 3 of 3 Three-year Cost/Savings Analysis: Cloud Cost Projections FY15/16 FY16/17 FY17/18 Total 15-18 Cloud Costs from CenturyLink Proposal $119,212 $273,668 $365,600 $758,480 Annual Cost Savings Displaced Infrastructure Maintenance Charges Replacement Charges $- $(128,383) $- $(128,383) $(159,195) $(112,684) $(159,195) $(369,450) Net Actual Cost increase or (Decrease) $(9,171) $145,285 $93,721 $229,835 Replacement Funds Asset replacement funds collected up to 6/30/2016 that can be used toward the cost. $1,134,725 ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. EXHIBITS: 1. Resolution No. 2015-272 , Approving the three-year agreement with CenturyLink for $758,480 of Cloud Hosting Services, and appropriation of funds. 2. CenturyLink Loyal Advantage MiCTA Member Participation Agreement (the master contract with CenturyLink) 3. CenturyLink Service Order for Cloud Services - Quote #540852 4. CenturyLink Cloud Estimating Pricing Summary 5. CenturyLink Service Order for Colocation Services - Quote #536932 6. CenturyLink Inter-datacenter connectivity quote - lOOOMb/s - Quote #20067406 7. CenturyLink Inter-datacenter connectivity quote - 500Mb/s - Quote #20067407 8. CenturyLink Inter-datacenter connectivity quote - 700Mb/s - Quote #20067408 EXHIBITl 1 RESOLUTION NO. 2015-272 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE THREE-YEAR AGREEMENT WITH CENTURYLINK FOR $758,480 OF CLOUD HOSTING SERVICES, AND 4 APPROPRIATION OF $120,000. 3 23 24 25 26 27 28 WHEREAS, the City's existing information technology computer room and infrastructure 5 6 y is based on outdated technology and is in need of significant remediation and component 8 replacement; and 9 WHEREAS, City engaged a datacenter consulting firm in 2014 to perform a comprehensive, citywide information systems infrastructure assessment; and 11 WHEREAS, City further engaged the aforemented datacenter consulting firm in 2015 to 12 perform search, assessment, analysis, and recommendation services to identify suitable Cloud j4 Hosting Service Providers; and 15 WHEREAS, in February of 2015 Information Technology (IT) department staff and subject matter experts (SMEs), in conjunction with the aforementioned datacenter consultant 17 18 19 20 21 WHEREAS, in August of 2015 Information Technology (IT) department staff and subject 22 matter experts (SMEs), in conjunction with the aforementioned datacenter consultant firm, selected CenturyLink as the preferred Cloud Hosting Service Provider. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows that: 1. The above recitations are true and correct. firm, researched suitable Cloud Hosting Service Providers; and WHEREAS, the analysis and usage-based estimates based on current and projected Cloud-hosting needs yields a projected three year cost of $758,480.00; and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2. The City Council of the City of Carlsbad awards a three year Cloud Hosting contract in amount not to exceed $758,480.00, to CenturyLink for Cloud Hosting Services. 3. The City Council of the City of Carlsbad authorizes the Administrative Services Director to appropriate $120,000 from the Information Technology fund balance. 4. The Mayor of the City of Carlsbad is authorized to execute the agreement with CenturyLink for Cloud Hosting Services on behalf of the City of Carlsbad. PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 3"^ day of November, 2015, by the following vote to wit: AYES: NOES: ABSENT: Council Members Hall, Blackburn, Schumacher, Wood, Packard. None. None. MATT HALt, Mayor ATTEST: BARBARA ENGLESON,^ty Clerk (SEAL) CENTURYLINK® LOYAL ADVANTAGE'^ MiCTA MEMBER PARTICIPATION AGREEMENT EXHroiT2 This CenturyLink Loyal Advantage IVIiCTA iVlember Participation Agreement or iVIiCTA Member Participation Contract (collectively "Agreement") is between CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC ("CenturyLink") and CITY OF CARLSBAD a MiCTA member ("Customer" or "Member") and Is effective on the date the last party signs it ("Effective Date"). The provision of Service under this Agreement is available only to members in good standing with MiCTA as set forth in their bylaws. MiCTA and CenturyLink may modify the criteria to be a Member Institution. Member represents and warrants that it is a Member institution as evidenced by the Member number supplied below. Using CenturyLink's electronic signature process for the Agreement is acceptable. CENTURYLINK COMMUNICATIONS, Authorized Si lign^Jre Name Typed or Printed Mayor ime Typed o(_^rinted Title Date f Title Date AS TO FORM MiCTA Member No: MTG-92008-10 Member's address for notices: Member's facsimile number: Person designated for notices: ^^AUL G. EDMONSON Assistant City Attomey CityofCarlsbad j2p^ —/ 1. Services. CenturyLink will provide, and Member will purchase, the services ("Services") set forth in service exhibits ("Service Exhibits") attached hereto or later added by an amendment according to the terms of this Agreement and the Telecommunications and Internet Services Master Agreement 138AN-TISA2013-0416 between MiCTA and CenturyLink that became effective on May 7, 2014("MiCTA Master Agreement") which is hereby incorporated by reference. The offer contained in this Agreement is only valid provided the MiCTA Master Agreement is in full force and effect as of the Effective Date. For an interim period of time until all work is completed to update the Service Exhibits, Tariffs and other terms and conditions incorporated by attachment or reference into this Agreement, all references to Qwest Communications Company, LLC mean CenturyLink Communications, LLC. The description, service level agreement, minimum service term, and cancellation charges for a Service are set forth in the Service Exhibit. The documents attached to the Agreement as ofthe Effective Date and incorporated by this reference are shown below. CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC: • Domestic Optical Wavelenght Service Exhibit • Select Advantage Service Exhibit • CenturyLink TS Service Exhibit • Managed Office Enterprise 2. Term. The term of this Agreement shall begin upon the Effective Date and will continue for 5 years (600050 Code) or until the last to expire or terminate Service Exhibit ("Initial Term"). At the end of the Initial Term, this Agreement will continue on a month-to-month basis (a "Monthly Term") if not terminated earlier in accordance with this Agreement. The Initial Term and each Monthly Term are referred to as the "Term." CenturyLink may apply the month-to-month rates, or if month-to-month rates are not listed, the rates and discounts associated with the shortest term available to Member's existing ordered Services or orders for new Services submitted under the terms and conditions contained herein. 3. Rates. The MRCs, NRCs, and usage charges applicable to the Services based upon the Term shall be those set forth in the MiCTA Master Agreement and available on the MiCTA Web site for Members located at: http://www.mictatech.org ("MiCTA Rate Schedule"). If the MiCTA Rate Schedule does not set forth rates and charges applicable to a particular Voice and Data Service, the rates and charges for such service(s) shall be offered at CenturyLink's then-current rates. CenturyLink reserves the right to modify intemational rates and to change the rates for Service at any time for changes based upon Regulatory Activity. CenturyLink reserves the right to modify rates after the conclusion of each Service's minimum service period upon not less than 30 days' prior written notice to Member; provided that CenturyLink may reduce the foregoing notice period or modify rates or discounts prior to the conclusion of the minimum service period, as necessary, if such modification is based upon Regulatory Activity. CenturyLink also reserves the right to modify rates when the Agreement renews to the rates that are in effect at that time. If Regulatory Activity causes an increase in the rates for Member's N158203 Contract Code: 600055 Page 1 of 20 © CenturyLink, inc. All Rights Reserved. 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT ordered Services that materially and adversely affects Member, then Member may terminate the affected Service upon 30 days' prior written notice to CenturyLink without liability for Cancellation Charges for the affected Service, provided, however that Member: (a) provides such notice within 30 days after the increase occurs; and (b) provides CenturyLink 30 days to cure such increase. If Member does not provide CenturyLink such notice during the time permitted in this Section, Member will have waived its right to terminate the affected Service under this Section. 4. Payment. CenturyLink may begin invoicing for specific Services as specified in the applicable Service Exhibit. Member must pay CenturyLink all charges within 30 days after the invoice date. Any amount not paid when due is subject to late interest at the lesser of 1.5% per month or the maximum rate allowed by law. In addition to payment of charges for Services, Member must also pay CenturyLink any applicable Taxes assessed in connection with Services. Taxes may vary and are subject to change. If Member is exempt from any Tax, it must provide CenturyLink with an appropriately completed and valid Tax exemption certificate or other evidence acceptable to CenturyLink. CenturyLink is not required to issue any exemption, credit or refund of any Tax payment for usage before Member's submission of valid evidence of exemption. Member may access its invoices and choose paperless invoices online through CenturyLink Control Center located at http://controlcenter.centurylink.com. If Member does not choose paperless invoices through Control Center, CenturyLink may in its discretion assess a $15 MRC for each full paper invoice provided to Member or a $2 MRC for each summary/remit only (where available) paper invoice provided to Member. Those charges will not apply to an invoice that is not available through Control Center. Member's payments to CenturyLink must be in the form of electronic funds transfer (via wire transfer or ACH), cash payments (via previously-approved CenturyLink processes only), or paper check. CenturyLink reserves the right to charge administrative fees when Member's payment preferences deviate from CenturyLink's standard practices. 5. Confidentiality. Except to the extent required by an open records act or similar law, neither party will, without the prior written consent of the other party: (a) disclose any of the terms of the Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement or the MiCTA Master Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the other's Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. CenturyLink's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. CenturyLink will not be deemed to have accessed, received, or be in the possession of Member Confidential Information solely by virtue of the fact that Member transmits, receives, accesses or stores such information through its use of CenturyLink's Services. 6. CPNI. CenturyLink is required by law to treat CPNI confidentially. Member agrees that CenturyLink may share CPNI within its business operations (e.g., wireless, local, long distance, and broadband services divisions), and with businesses acting on CenturyLink's behalf, to determine if Member could benefit from the wide variety of CenturyLink products and services, and in its marketing and sales activities. Member may withdraw its authorization at any time by informing CenturyLink in writing. Member's decision regarding CenturyLink's use of CPNI will not affect the quality of service CenturyLink provides Member. However, in order to participate in CenturyLink's MiCTA program offering. Member must consent to the disclosure of CPNI to MiCTA, and by executing this Agreement, Member expressly provides its consent. ( can we remove this, why agree to give Micta CPNI as they are not involved, only centurylink, we don't need this for these services) 7. Use of Name and Marks. Neither party will use the name or marks of the other party or any of its Affiliates for any purpose without the other party's prior written consent. CenturyLink's consent may only be given by its Legal Department. 8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS." CENTURYLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, OR ANY ACT OR OMISSION OF THE MEMBER. 9. Limitations of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth below. 9.1 Consequential Damages. NEITHER PARTY OR ITS AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR FORANY LOST PROFITS, LOST REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR COSTS OF COVER. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF FORESEEABILITY. 9.2 Claims Related to Services. For Member's claims related to Service deficiencies or interruptions, Member's exclusive remedies are limited to: (a) those remedies set forth in the SLA for the affected Service or (b) the total MRCs or usage charges paid by Member for the affected Service in the one month immediately preceding the event giving rise to the claim if an SLA does not exist for the affected Service. 9.3 Personal Injury; Death; Property Damages. For claims arising out of personal injury or death to a party's employee, or damage to a party's real or personal property, that are caused by the other party's negligence or willful misconduct in the performance of the Agreement, each party's liability, to the extent permitted by law, is limited to proven direct damages. 9.4 Other Direct Damages. For all other claims arising out of the Agreement, each party's maximum liability will not exceed in the aggregate the total MRCs and usage charges paid by Member to CenturyLink under the Agreement in the three months immediately preceding the event giving rise to the claim ("Damage Cap"). The Damage Cap will not apply to a party's obligations under the Responsibilities Section below or Member's payment obligations under the Agreement. N158203 Page 2 of 20 © CenturyLink, inc. Ail Rights Reserved. Contract Code: 600055 q 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT 10. Responsibilities. To the extent permitted under law, each party agrees to be responsible to the other party, its Affiliates, agents, and contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees, arising directly from performance ofthe Agreement and related to personal injury or death, or damage to personal tangible property that is alleged to have been caused by the negligence or willful misconduct of the responsible party. To the extent permitted under law. Member also agrees to be responsible for all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees against CenturyLink, its Affiliates, and contractors, related to the modification or resale of the Services by Member or End Users, or any AUP violation. 11. Termination. 11.1 Either party may terminate a Service in accordance with the applicable Service Exhibit's term requirements with 60 days' prior written notice to the other party. Either party may terminate this Agreement: (i) by providing written notice of termination to the other party at least 30 days prior to the expiration of the then current Term; or (ii) for Cause; provided that if Member is terminating this Agreement for Service related claims. Cause exists where there is cause to terminate all or substantially all of the Services in accordance with the applicable service level agreements or Service Exhibits. 11.2 Upon termination or expiration of the MiCTA Master Agreement, Member may either: (i) continue receiving Services or products under the terms and conditions described herein until expiration of the Initial Term; or (ii) execute a new agreement for Services between CenturyLink and Member; or (iii) terminate this Agreement without liability for Early Termination or Cancellation Charges. 11.3 If Member terminates this Agreement before the expiration of any individual service term (Minimum Service Term) for a particular Service described in a Service Exhibit, the applicable Cancellation Charge for the Service will apply. If, prior to the conclusion of the Term, this Agreement is terminated either by CenturyLink for Cause or by Member for any reason other than Cause, then Member will also be liable for: (i) an Early Termination Charge; and (ii) any applicable Service Cancellation Charges. Member will remain liable for charges accrued but unpaid as of the termination date. Unless othenwise expressly stated in any Exhibit, if Member is dissatisfied with the Services or with any terms, conditions, rules, policies, guidelines, or practices of CenturyLink applicable to the Services, Member's sole and exclusive remedy is to terminate this Agreement without liability for Early Termination or Cancellation Charges. 11.4 Member will remain liable for charges accrued but unpaid as ofthe termination date. 12. Non-Appropriations. Member intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Member: (a) Member agrees to include in its budget request appropriations sufficient to cover Member's obligations under this Agreement; (b) Member agrees to use all reasonable and lawful means to secure these appropriations; (c) Member agrees it will not use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Member 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 Member 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 Member and agreed to by CenturyLink), Member may terminate this Agreement without incurring an Early Termination Charge or Cancellation Charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available funds. Member will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. 13. Intellectual Property Infringement. CenturyLink will, at its own expense, defend Member against any claim, demand or suit made or brought against Member by a third party alleging that any use of CenturyLink Service as allowed under this Agreement infringes or misappropriates the valid United States patent rights of a third party issued or in effect on the Effective Date and CenturyLink will pay any costs of settlement or any damages finally awarded against Member. CenturyLink will not have any obligation under this Section if a claim arises from: (a) the combination, use or operation of any Services with any third party service or product, (b) any modification of the Services made by any party other than CenturyLink, (c) use by Member other than the then current unaltered release of any software used in the Services, (d) use or operation by Member or its agents or contractors of the Service other than in accordance with this Agreement and all instructions and documentation provided by CenturyLink, (e) services for which Member controlled the design of such services or (f) Member supplied content, data, or other information. CenturyLink's obligations are expressly conditioned upon the following: (g) that Member will promptly notify CenturyLink in writing of any allegation or notice of alleged infringement; (h)that CenturyLink will have sole control of the defense or settlement; (i) that Member will cooperate with CenturyLink in a reasonable way to facilitate the settlement or defense. If any CenturyLink Service becomes, or in CenturyLink's opinion is likely to become, the subject of a claim of infringement, CenturyLink will, at its option: (j) procure for Member the right to continue using the applicable Service; (k) replace or modify the Service to provide Member with a non-infringing Service that is functionally equivalent in all material respects; or (1) if Q) or (k) are not reasonably achievable by CenturyLink, terminate provision of the affected Service. Any third party system, CPE, equipment or software provided under this Agreement are provided without any obligation of CenturyLink to defend for any infringement or misappropriation. This Section provides the sole and exclusive obligations and remedies ofthe parties in connection with any third party claim, suit or other demand of infringement or misappropriation of third party proprietary rights in connection with any Services provided underthis Agreement 14. Miscellaneous. 14.1 General. The Agreement's benefits do not extend to any third party (e.g., an End User). If any term of the Agreement is held unenforceable, the remaining terms will remain in effect. Except for time requirements as specifically stated in a Service Exhibit or SLA, neither party's failure to exercise any right or to insist upon strict performance of any provision of the Agreement is a waiver of any right under the Agreement. The terms and conditions of the Agreement regarding confidentiality, the Responsibilities Section, limitation of liability, warranties, payment, dispute resolution, and all other terms of the Agreement that should by their nature survive the termination of the Agreement will survive. Each party is not responsible for any delay or other failure to perform due to a Force Majeure Event. N158203 Page 3 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 0 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT 14.2 Conflicts Provision. If a conflict exists among provisions within the Agreement, the following order of precedence will apply in descending order of control: Service Exhibit, the Agreement, the MiCTA Master Agreement to the extent there is a conflict in the pricing, and any Order Form. If Services are provided pursuant to a Tariff, RSS, or ISS as described in the applicable Service Exhibits, the order of precedence will apply in the following descending order of control: Tariff, Service Exhibit, the Agreement, RSS, ISS, and Order Form.. 14.3 Independent Contractor. CenturyLink provides the Services as an independent contractor. The Agreement will not create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or affiliates. 14.4 ARRA. Member will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement. 14.5 HIPAA. CenturyLink does not require or intend to access Member data in its performance hereunder, including but not limited to any confidential health related information of Member's clients, which may include group health plans, that constitutes Protected Health Information ("PHI"), as defined in 45 CF. R. §160.103 under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA Rules"). To the extent that any exposure to PHI is incidental to CenturyLink's provision of Service and not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI, such exposure is allowable under 45 CFR 164.502(a)(1)(iii). 14.6 Installation, Maintenance and Repair. (a) Provision of Services is subject to availability of adequate capacity and CenturyLink's acceptance of a complete Order Form. (b) Member will reasonably cooperate with CenturyLink or its agents to install, maintain, and repair Services. Member will provide or secure at Member's expense appropriate space and power; and rights or licenses if CenturyLink must access the building of Member's premises to Install, operate, or maintain Service or associated CenturyLink equipment. CenturyLink may refuse to install, maintain, or repair Services ifany condition on Member's premises is unsafe or likely to cause injury. (c) Member is responsible for any facility or equipment repairs on Member's side of the demarcation point. Member may request a technician dispatch for Service problems. Before dispatching a technician, CenturyLink will notify Member ofthe dispatch fee. CenturyLink will assess a dispatch fee if it determines the problem is on Member's side of the demarcation point or was not caused by CenturyLink's facilities or equipment on CenturyLink's side ofthe demarcation point. 14.7 Governing Law; Dispute Resolution. (a) Billing Disputes. If Member disputes a charge in good faith. Member may withhold payment of that charge if Member makes timely payment of all undisputed charges when due and provides CenturyLink with a written explanation of the reasons for Member's dispute of the charge within 90 days after the invoice date of such amount. If CenturyLink determines, in its good faith, that the disputed charge is valid, CenturyLink will notify Member and within five business days after CenturyLink's notification. Member must pay the charge and accrued interest. (b) Governing Law; Forum. The Agreement will be governed by the laws of the State in which the Member's principal office is located without regard to its choice of law principles. Any legal proceeding relating to the Agreement will be brought in a U.S. District Court, or absent federal jurisdiction, in a state courtof competent jurisdiction, in Denver, Colorado. (c) Waiver of Jury Trial and Class Action.( wont agree to binding arbitration) Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a jury trial and any right to pursue any claim or action relating to the Agreement on a class or consolidated basis or in a representative capacity. (d) Limitations Period. Any claim relating to the Agreement must be brought within two years after the claim arises other than Member disputing an amount in an invoice, which must be done by Member within 90 days after the invoice date of the disputed amount. 14.8 No Resale; Security. Member represents that it is not a reseller of any telecommunication services provided under this Agreement as described in the Telecommunications Act of 1996, as amended, or applicable state law and acknowledges it is not entitled to any reseller discounts under any laws. CenturyLink has adopted and implemented, and will maintain, a corporate information security program designed to protect Member information, materials and data accessed and possessed by CenturyLink from loss, misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. CenturyLink's standard service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. Member is responsible for selecting and using the level of security protection needed for all Member data stored or transmitted via the Service and using reasonable information security practices, including those relating to the encryption of data. 14.9 Assignment. Either party may assign the Agreement without the other party's prior written consent: (a) in connection with the sale of all or substantially all of its assets; (b) to the surviving entity in any merger or consolidation; or (c) to an Affiliate provided such party gives the other party 30 days' prior written notice. Any assignee of the Member must have a financial standing and creditworthiness equal to or better than Member's, as reasonably determined by CenturyLink, through a generally accepted, third party credit rating index (i.e. D&B, S&P, etc.). Any other assignment will require the prior written consent of the other part. 14.10 Amendments; Changes. The Agreement may be amended only in a writing signed by both parties' authorized representatives. Each party may, at any time, reject any handwritten change or other alteration to the Agreement. CenturyLink may change features or functions of its Services; for material changes that are adverse to Member, CenturyLink will provide 30 days' prior written notice, but may provide a shorter notice period if the change is based on Regulatory Activity. CenturyLink may amend, change, or withdraw the Tariffs, RSS, ISS or AUP, with such updated Tariffs, RSS, ISS or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements. 14.11 Web sites. References to websites in the Agreement include any successor websites designated by CenturyLink. N158203 Page 4 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT 14.12 Required Notices. Unless provided othenwise in the Agreement, all required notices to CenturyLink must be in writing, sent to 1801 California St, #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Legal Dept., and to Member as provided above. All notices are effective: (a) when delivered via overnight courier mail or in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail; or (c) when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 14.13 Service Termination Notices. Member's notice of termination for CenturyLink QCC Sen/ices must be sent via mail, facsimile or e mail to: CenturyLink, Attn.: GBM Disconnects, 112 Sixth St., Bristol, TN 37620, Fax: 866.887.6633, e-mail: GBMdisconnects@CenturyLink.com. Such termination is effective 30 days after CenturyLink's receipt ofthe notice, unless a longer period is othenwise required. For Sen/ices under the Select Advantage Sen/ice Exhibit, Member must call the customer care number specified on Member's invoice to provide notice of termination. 14.14 Entire Agreement. The Agreement (including any applicable Service Exhibit, CenturyLink accepted Order Forms, and all referenced documents) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or understandings relating to the same sen/ice, ports, or circuits at the same locations as covered under the Agreement. 15. Definitions. "Affiliate" means any entity controlled by, controlling, or under common control with a party. "AUP" means the Acceptable Use Policy incorporated by this reference and posted at httD://wv>w.centurvlink.com/leqal/ "Cancellation Charge" means the cancellation charge described in the applicable Service Exhibit and charges incurred by CenturyLink from a third party provider as a result of an early tennination. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Member, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breach, within 30 days after written notice. "CenturyLink QCC" means the former Qwest Communications Company, LLC d/b/a CenturyLink QCC. On April 1, 2014, CenturyLink completed an internal reorganization resulting in the merger of multiple CenturyLink owned companies into Qwest Communications Company, LLC. Simultaneously with the merger, Qwest Communications Company, LLC changed its name to CenturyLink Communications, LLC. The term "CenturyLink QCC" refers to the former "d/b/a CenturyLink QCC" company and not to any other CenturyLink owned companies now a part of CenturyLink Communications, LLC. Additionally, for an interim period of time until all work is completed to update the Service Exhibits, Tariffs and other terms and conditions incorporated by attachment or reference into this Agreement, all references to Qwest Communications Company, LLC mean CenturyLink Communications, LLC. "Confidential Inforniation" means any information that is not generally available to the public, whether of a technical, business, or other nature, (including CPNI), and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; or (b) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect the information from disclosure. Confidential Information will not include information that is in the public domain through no breach ofthe Agreement by the receiving party or is already known or is independently developed by the receiving party. "Convenience" means any reason other than for Cause. "CPE" means any customer equipment, software, and/or other materials of Member used in connection with the Service. "CPNI" is an FCC-defined term that means Customer Proprietary Network Information, which includes confidential account, usage, and billing-related information about the quantity, technical configuration, type, destination, location, and amount of use of a customer's (here, Member's) telecommunications services. CPNI reflects the telecommunications products, services, and features that a Member subscribes to and the usage of such services, including call detail information appearing in a bill. CPNI does not include a Member's name, address, or telephone number. "Early Termination Charge" means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. Or, clarify that this is only for loops and access vs Cloud usage etc) "End User" means Member's members, end users, customers, or any other third parties who use or access the Services or the CenturyLink network via the Services. "Force Majeure Event" means an unforeseeable event beyond the reasonable control ofthat parfy, including without limitation: act of God, fire, explosion, lightning, hurricane, labor dispute, cable cuts by third parties, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. "ISS" means CenturyLink's Infomiation Services Schedule incorporated by this reference and posted at: http://www.centun/link.com/tariffs/clc info services.pdf. "MRC" means monthly recurring charge. "NRC" means nonrecurring charge. "Order Form" includes both order request forms and quotes issued by CenturyLink. If a CenturyLink service requires a quote to validate the Order Form pricing, the quote will take precedence over the order request form, but not over the Sen/ice Exhibit. "Regulatory Activify" is a regulation or ruling by any regulatory agency, legislative body or court of competent jurisdiction. N158203 Page 5 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT "RSS" means as applicable CenturyLink QCC's Rates and Services Schedules incorporated by this reference and posted at http://www.centurvlink.com/tariffs/fcc cic ixc rss no 2.pdf for CenturyLink QCC's International RSS and at http://www.centurvlink.com/tariffs/fcc cic ixc rss no 3.pdf for CenturyLink QCC's Interstate RSS. "SLA" means the service level agreement applicable to a Service as described in a Service Exhibit. "State" means one of the 50 states of the United States or the District of Columbia. "Tariff' includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at http://www.centun/link.com/tariffs. "Tax" or "Taxes" means foreign, federal, state, and local excise, gross receipts, sales, use, privilege, or other tax (other than net income) now or in the future imposed by any governmental entity (whether such Taxes are assessed by a governmental authority directly upon CenturyLink or the Member) attributable or measured by the sale price or transaction amount, or surcharges, fees, and other similar charges that are required or permitted to be assessed on the Member. These charges may include state and federal Carrier Universal Service Charges, as well as charges related to E911, and Telephone Relay Service. N158203 Page 6 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT DOMESTIC OPTICAL WAVELENGTH SERVICE EXHIBIT 1. General; Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. CenturyLink QCC will provide Domestic Optical Wavelength Private Line Service ("Service" or Domestic Optical Wavelength Private Line Service") under the terms of the Agreement, RSS, and this Sen/ice Exhibit. "Demarcation Point" means the termination point of the POP at the applicable service address. "Net Rate" is in lieu of all other rates, discounts, and promotions. "POP" means a CenturyLink designated point of presence at a location where direct interconnection between the CenturyLink network and the network of another carrier is possible. "SDH" means synchronous digital hierarchy. "SLA" means the service level agreement specific to the Service, located at http://www.qwest.centurylink.com/legal/, which is subject to change. "SONET" means synchronous optical network. "Start of Service Date" for each circuit is the date Customer accepts the circuit, following notification by CenturyLink that the circuit is ready. The ready notification will be via phone call or e-mail. Customer has five days from CenturyLink's ready notification in which to inform CenturyLink if the circuit fails to operate error-free. Within the five-day timeframe, if Customer neither informs CenturyLink about errors nor accepts the circuit, the circuit will be considered to have been accepted and the Start of Service Date to have commenced on the fifth day following CenturyLink's ready notification, regardless of whether Customer placed traffic over the circuit. If Customer informs CenturyLink of circuit errors within the five-day timeframe, CenturyLink will promptly take necessary, reasonable action to correct the errors, and upon correction, notify Customer that the circuit is ready. 2. Service. 2.1 Description. (a) Service is a Dense Wave Division Multiplexing ("DWDM" or "wavelength") solution with metro and long haul transport applications. The speed selected is shown on the pricing attachment. Protection is not currently available at all speeds. Service supports SONET and SDH protocols. (b) The Service will extend to and include the equipment maintained by CenturyLink at the Demarcation Point but will not include CPE, extended wiring, inside wiring, or other equipment not maintained by CenturyLink at a service address. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for Service. 2.2 RSS. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Service Term, more than 10% of its traffic will be interstate traffic. 2.3 Obligations Of Customer. Customer will perform those duties outlined in this Exhibit, in the Agreement, and in the Order Forms. Unless othenwise agreed to by CenturyLink in wrifing. Customer will have sole responsibilify for installation, testing, and operafion of any services and equipment other than the Service specifically provided by CenturyLink under this Exhibit. Customer is required to have the CenturyLink Local Access Service Exhibit in conjuncfion with this Service Exhibit. 2.4 Provisioning Of Domestic Optical Wavelength Private Line Services. (a) Upon acceptance of an Order Form, CenturyLink will nofify Customer of its target date for the delivery of the Sen/ice ("Estimated Availability Date"). CenturyLink will use reasonable efforts to install the Service on or before the Esfimated Availability Date, but the inability of CenturyLink to deliver Service by such date will not be a default under this Exhibit. If CenturyLink fails to make the Service available within 60 calendar days of the Estimated Availability Date with respect to such Service, Customer's sole remedy will be to cancel the Order Form which pertains to such Service by giving CenturyLink 10 calendar days written nofice prior to the Service's delivery to Customer by CenturyLink; provided however, for metro and long haul applicafions that Customer will reimburse CenturyLink for any third party charges incurred by CenturyLink as a result of its efforts to install the Service. (b) "POP Pairs" means: (i) the originafing and terminafing POPs for long haul; and (ii) the POP locafion where the two loops are cross- connected for metro. 3. Term; Cancellation. The term of this Service Exhibit will begin on the Effecfive Date of the Agreement (or, if applicable, an amendment to the Agreement if Customer adds this Service Exhibit after the Effecfive Date of the Agreement) and will confinue unfil the expirafion or cancellation of the last to expire (or cancel) Service ordered under this Service Exhibit. Each Service ordered during the term will commence on the Start of Service Date and confinue for the term specified in the Pricing Attachment ("Term"). Upon expirafion ofthe Term, each Service will automafically renew for another Term, unless either party elects to cancel the Service by providing 60 days prior written nofice of such cancellafion to the other party. If the Agreement or any Service provisioned under this Service Exhibit is canceled prior to the expirafion of the applicable Term for reasons other than by Customer for Cause, then Customer will pay to CenturyLink: (a) all accrued and unpaid charges for the canceled Service provided through the effective date of such cancellafion; (b) the amount of any nonrecurring/installafion charges that CenturyLink discounted or waived; (c) construcfion costs and expenses incurred by CenturyLink to install such Service, if applicable; and (d) a cancellafion charge. The cancellafion charge for circuits not requiring N158203 Page 7 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT DOMESTIC OPTICAL WAVELENGTH SERVICE EXHIBIT construcfion is 100% ofthe balance ofthe MRCs that otherwise would have become due for the unexpired portion ofthe first 12 months ofthe Term, if any, for the canceled Service plus 35% ofthe balance ofthe MRCs that othenwise would have become due forthe unexpired portion ofthe Term beyond the first 12 months, ifany. The cancellation charge for Circuits requiring construcfion is 100% ofthe balance of the MRCs that othenwise would have become due for the unexpired portion of the Term. If CenturyLink notifies Customer that construcfion is required in order to provision a circuit and Customer cancels that circuit because Customer does not approve such construcfion, CenturyLink will not charge a cancellation charge for canceling that particular circuit. 4. Charges. Customer will pay the Net Rates set forth in the Pricing Attachment. Recurring charges will be invoiced by CenturyLink on a monthly basis in advance and nonrecurring charges will be invoiced in arrears. If the Start of Service Date for any Service falls on any day otherthan the first day ofthe month, the first invoice to Customer will consist of: (a) the pro-rata portion ofthe applicable monthly recurring charge covering the period from the Start of Service Date (as defined in this Service Exhibit) to the first day of the subsequent month; and (b) the monthly recurring charge for the following month. The Net Rates will be used to calculate Contributory Charges. For metro only, the loop charge is bundled with the Domesfic Opfical Wavelength Private Line Service charge. For long haul, the loop charge will appear as a separate line item. N158203 Page 8 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT CENTURYLINK® SELECT ADVANTAGE® SERVICE EXHIBIT 1. General; Definitions. This Service Exhibit for Products and Services (collectively "Solufions") is attached to and subject in all respects to the CenturyLink Total Advantage or CenturyLink Loyal Advantage agreement between CenturyLink QCC and Member. Capitalized terms not defined herein are defined in the Agreement. CenturyLink QCC will provide Solufions under the terms of the Agreement, the Service Exhibit, Purchase Order and/or SOW. This Sen/ice Exhibit may not be used forthe purchase of voice, data or IP services. If there is a conflict in any term of any documents that govern the provision of Solufions hereunder, the following order of precedence will apply in descending order of control: any SOW, and Detailed Descripfion(s), this Service Exhibit, the Agreement, and any PO. With respect to the Agreement, "Service" is replaced with "Solufion" as defined herein, and "Order Form" is replaced with "Purchase Order" as defined herein. Member will not be eligible for any discounts or promofional offers other than those specifically set forth in an executed Purchase Order or promotion term sheet. "Change Order" means any change, submitted by Member to CenturyLink or CenturyLink to Member, to a SOW that was previously agreed upon by CenturyLink and Member. Member will be responsible for all charges related to such SOW Change Order. "CPE" means either: (a) customer purchased equipment, or (b) customer premise equipment; and consists of hardware, software and materials used in the transport and/or termination/storage of data and voice transmission. "Detailed Descripfion(s)" means the terms and condifions of the Solution provided by CenturyLink which are posted at http://www.centurvlinkselectadvantaqe.com/. All references to "Customer" are replaced with "Member" as defined herein. "Products" means CPE and Software offerings from CenturyLink. "Purchase Order" or "PO" means either (a) a written document issued by Member for the procurement of Solutions from CenturyLink; or (b) a CenturyLink quote or service order signed by Member. "Services" means offerings from CenturyLink that (a) install, maintain or manage CPE; or (b) support Member network management objecfives. "Software" means software license offerings. "SOW" means a statement of work that provides specific details, agreed to by CenturyLink and Member, relafing to the Solufion purchased under a PO or the SOW. Agreement on the terms of the SOW will be safisfied by CenturyLink sending the final version of the SOW to Member; and Member's signature on the SOW. 2. CenturyLink Select Advantage Solutions. 2.1 Purchase. Member may purchase Solufions by issuing a PO to CenturyLink or execufing a SOW. Member's purchase of Solutions is subject to and controlled by Detailed Descripfion(s) which are posted at http://www.centurvlinkselectadvantage.com/, and are incorporated by this reference. Member must register to create a username and password the first fime the Web site is accessed to view these Detailed Descriptions. By issuing a PO to CenturyLink, Member warrants that Member has read and agrees to the terms and condifions of the Detailed Descripfion(s). CenturyLink reserves the right to amend the Detailed Descripfion(s) effecfive upon posting to the Web site. Member's confinued use of the Solution constitutes acceptance of those changes. If a PO issued by Member contains any preprinted terms, those terms will not amend, modify or supplement this Service Exhibit in any way whatsoever, notwithstanding any provisions in a PO to the contrary. Any PO or SOW must (a) reference and incorporate this Service Exhibit and its Effecfive Date, (b) contain the Member's exact legal name, and (c) include any other requirements as may be further described in the Detailed Descripfion(s). 2 2 Limitation of Liability. IN ADDITION TO THE LIMITATION OF LIABILITY UNDER THE AGREEMENT, CENTURYLINK'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO SOLUTIONS PURCHASED UNDER THIS SERVICE EXHIBIT, UNLESS OTHERWISE STATED IN THE DETAILED DESCRIPTIONS OR SOW, WILL IN NO EVENT EXCEED: (A) FOR CLAIMS ARISING OUT OF NONRECURRING SERVICES, THE AMOUNT OF THE SERVICE SET FORTH IN THE PO OR SOW; OR (B) FOR CLAIMS ARISING OUT OF PRODUCTS EXCLUDING PERSONAL INJURY, DEATH, AND PROPERTY DAMAGE UNDER THE AGREEMENT, THE AMOUNT OF THOSE PRODUCTS SET FORTH IN THE PURCHASE ORDER RELATING SOLELY TO THE AFFECTED PRODUCT. 3. Term; Termination. This Service Exhibit will commence on the Effective Date of the Agreement (or, if applicable, an amendment to the Agreement if this Service Exhibit is added to the Agreement after its Effecfive Date), and confinue unfil expiration or terminafion of the Agreement. Either party may terminate this Service Exhibit at its convenience upon 30 days prior written notice to the other party, or as othenwise stated in the SOW, or for Cause. If Member or CenturyLink terminates this Agreement or any Purchase Orders, then Member will remain liable for charges accrued as of the terminafion date. Notwithstanding the forgoing, any termination provisions governing the Solufions are set forth in the Detailed Descripfions or SOW. Terminafion will not affect obligations under Purchase Orders accepted prior to the effecfive date of terminafion, and this Service Exhibit will remain in effect as to such obligafions in the event it would otherwise have terminated. 4. Payment/Billing for Services. The charges for Products or Services are as set forth in the MiCTA Master Agreement and CenturyLink's MiCTA Rate Schedule available on the MiCTA Web site at http://www.mictatech.org as set forth in a valid Purchase Order or SOW accepted by CenturyLink. If there is a conflict, the rates and charges set forth in the MiCTA Master Agreement will control. Any such charge not shown under the MiCTA Master Agreement will be provided to Member at CenturyLink's then current rates. Charges are due and payable upon Member's receipt of the invoice or as othenwise stated in the PO or SOW. Any payment not received within 30 days after the invoice date may be subject to interest charges as permitted by applicable law. CenturyLink may in its sole discretion modify the payment terms or require other reasonable assurance of payment if Member failed to pay any invoice when due or there is a material and adverse change in Member's financial condition. N158203 Page 9 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 , 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT CENTURYLINK TS SERVICE EXHIBIT 1. General; Definitions. CenturyLink will, through its affiliate, Savvis Communications Corporafion DBA CenturyLink TS and its affiliates ("CenturyLink TS"), provide CenturyLink TS services under the terms of the Agreement, this Service Exhibit, a Service Order and/or Statement of Work ("SOW"). For clarificafion, CenturyLink TS shall be used when it is necessary to specify the CenturyLink TS affiliate, and othenwise CenturyLink and its affiliates shall hereinafter be referred to as "CenturyLink". In the event of a conflict in any term of any documents that govern the provision of Services hereunder, the following order of precedence will apply in descending order of control: the Service Schedule, this Service Exhibit, the Agreement, any Service Guide, the SLA, the Service Order(s) and SOW(s). Capitalized terms not deflned herein are deflned in the Agreement. "BCD" or "Billing Commencement Date" means the date on which CenturyLink begins billing for a Service, as further defined in Billing Secfion 3.2. "Service" means the service provided by CenturyLink through its affiliate, including CenturyLink TS or Tier 3 and/or their licensors and contractors as set forth on the Service Order or SOW. "Service Guide" (or "SG") means the product-specific Service guide that includes technical specificafions which can be found at http://www.centurvlink.com/technologv/service-guides, which CenturyLink TS may modify from time to time, effecfive upon posfing on the Web site. "Service Order" means a service order request submitted on a form issued by CenturyLink and signed by Customer that includes the type and details of the specific Services ordered by Customer. "Service Schedule" means those service descriptions providing addifional terms pursuant to which CenturyLink will provide and Customer shall purchase the Services described therein. The applicable Service Schedules are included in this Service Exhibit. "SLA" or "SLA Attachment" means the service level agreement applicable to each individual Sen/ice, if any, which provides Customer's sole and exclusive remedies for any Service quality or performance deficiencies or failures of any kind (e.g., upfime, latency). To clarify, such sole and exclusive SLA remedies shall not apply to breaches of unrelated obligations under the Agreement such as infringement, confidenfiality, etc. CenturyLink may modify SLAs during a renewal term upon 60 days' notice. 2. Term. Services have a minimum term which begins on the BCD and confinues for the period set forth in the relevant Service Order or SOW ("Inifial Service Term"), at the conclusion of which the Service will automafically renew for successive periods equal to 12 months, unless terminated by either party in writing at least 60 days prior to the expirafion of the then-current Service Term. The Initial Service Term and any renewal terms are collecfively referred to as the "Service Term". 3. Rates; Billing. 3.1 Rates. Customer will pay all applicable rates and fees set forth in the relevant Service Order and/or SOW. Notwithstanding any other provision to the contrary and not more than once per calendar year, CenturyLink may increase the charges applicable to any Service provided hereunder in an amount notto exceed the latest annual increase in the Consumer Price Index, specifically, the U.S. Department of Labor, Bureau of Labor Stafisfics "All Items Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average". Such increase shall be effecfive upon the date set forth in CenturyLink's written notice thereofto Customer. CenturyLink may othenwise increase applicable charges as set forth on a particular Service Order or upon prior written notice during any automafic renewal term. 3.2 Billing. The BCD for the Service is the earlier of (i) the date on which Customer uses (except during the Acceptance Period) the Service or (ii) the date CenturyLink notifies Customer in wrifing that the initial installafion or a usable part thereof (such as a data circuit between two points or an individual data center installafion on a multi-data center project) is complete. For Professional Sen/ices in a SOW, the BCD shall be the date CenturyLink begins performing the Services or as specified in the SOW. Customer shall have three business days after such use or nofificafion to notify CenturyLink of any deficiency ("Acceptance Period"). Such nofice shall include a written descripfion that specifically demonstrates the deficiency in Service to the reasonable safisfaction of CenturyLink. The Service shall be deemed accepted unless Customer provides CenturyLink with notice to the contrary during the Acceptance Period. Upon fimely notice to CenturyLink of a deficiency, CenturyLink will remedy the Service deficiency and provide Customer notificafion of such remedy at which fime a new Acceptance Period shall begin, and CenturyLink will delay billing unfil accepted in accordance with this provision. Notwithstanding anything to the contrary in the Agreement, if CenturyLink partially installs or acfivates a Service, CenturyLink reserves the right to commence billing for such Service on a pro rata basis. 4. Compliance and Security. Each party shall comply with all laws and regulafions applicable to the provision (in the case of CenturyLink) and use (in the case of Customer) of the Services provided hereunder. CenturyLink has adopted and implemented, and shall maintain throughout the Term, a corporate informafion security program designed to comply with applicable laws and protect Customer's informafion, materials and data ("Customer Data") from loss, misuse and unauthorized access or disclosure. Such program includes annual employee security awareness training and formal informafion security policies and/or procedures. The CenturyLink informafion security program is subject to reasonable changes by CenturyLink from time to fime. Customer will ensure that all Customer Data stored or transmitted via the Service complies with all applicable laws and reasonable information security pracfices, including without limitafion those relafing to the encryption of data. As ofthe Effecfive Date, CenturyLink has completed an AlCPA sanctioned Type II audit report (i.e., SSAE16/ISAE3402 SOC 1 or AT-101 SOC 2) in certain data centers and intends to confinue to conduct such audits pursuant to a currently sancfioned or successor standard. Customer will be entified to receive a copy of the then-available report, which is CenturyLink Confidenfial Informafion. Customer may make such report available to its End Users subject to confidentiality terms provided by CenturyLink. N158203 Page 10 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 16 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT CENTURYLINK TS SERVICE EXHIBIT 5. Use of Service. Customer and its End Users will not use or access the Services or any data center in a manner that materially interferes with or harms the CenturyLink infrastructure or any third parties; or is tortious or violates any third party right. CenturyLink may suspend the affected Service in the event Customer violates the preceding sentence. CenturyLink will attempt to nofify Customer in wrifing prior to suspending Service; provided, however, CenturyLink may suspend Service without nofice if CenturyLink becomes aware of a violation of any applicable law or regulafion or of acfivity that exposes CenturyLink to criminal or civil liability or that exposes the CenturyLink network, CenturyLink property or CenturyLink customers' network or property to harm as idenfified in the CenturyLink TS AUP. Customer agrees to defend, indemnify and hold CenturyLink harmless from third party claims, losses, damages, liabilifies, costs and expenses, including, without limitation, reasonable attorneys' fees arising from non-compliance with this secfion. 6. Termination. Either party may terminate this Sen/ice Exhibit or affected Services (i) upon 30 days' prior written nofice for Cause; or (ii) in accordance with any other express term contained in the Agreement. If Customer terminates an ordered Service prior to its BCD, Customer will pay a Cancellafion Charge equal to one month's projected MRC, plus all out-of-pocket costs incurred by or imposed upon CenturyLink (e.g., ordered equipment, licenses, carrier terminafion charges). If the Service or this Agreement is terminated either by CenturyLink for Cause or by Customer for Convenience prior to the conclusion of the applicable Service Term, then Customer shall be liable for a Cancellafion Charge equal to: (a) unless othenwise set forth on a Service Order, 50% ofthe then current MRC for the affected Services mulfiplied by the number of months remaining in the Service Term; (b) Service charges accrued but unpaid as of the termination date; (c) any NRC discount or waiver granted by CenturyLink, and (d) any out-of-pocket costs incurred by or imposed upon CenturyLink (e.g., ordered equipment, licenses, carrier terminafion charges). If a particular Service is terminated upon which another service is dependent, all such dependent services shall be deemed to be terminated as well. 7. Intellectual Property. Nothing in the Agreement or the performance thereof shall convey, license, or othenwise transfer any right, fifie, or interest in any intellectual property or other proprietary rights held by either party or its licensors. CenturyLink's intellectual property and proprietary rights include any skills, know-how, modificafions or other enhancements developed or acquired in the course of configuring, providing, or managing the Service. Each party agrees that it will not, directly or indirecfiy, reverse engineer, decompile, reproduce or othenwise attempt to derive source code, trade secrets, or other intellectual property from any informafion, material, or technology of the other party or its licensors. 8. Equipment. If the Service includes access to or the use of CenturyLink-provided equipment ("CenturyLink Equipment"), Customer: (a) will not assert any ownership interest whatsoever in the CenturyLink Equipment; (b) will keep the CenturyLink Equipment free and clear from all liens, claims and encumbrances; (c) shall protect and use all CenturyLink Equipment in accordance with the Agreement; and (d) will cooperate with CenturyLink to allow installafion, maintenance and, upon terminafion, removal of the CenturyLink Equipment. Unless othenwise set forth in the applicable SG or Service Order, Customer is responsible for selecting, supplying, installing and maintaining any equipment used in connecfion with the Service and not provided by CenturyLink ("Customer Equipment") including any related applicafions, systems, or software. 9. No Transfer of Undertakings. CenturyLink and Customer agree that the provision and subsequent expiry, cancellation or terminafion ofthe Services are not intended to be transfers of undertakings within the meaning ofthe Transfer of Undertaking (Protection of Employment) Regulafions 2006 and related legislafion ("TUPE"), and consequenfiy there will be no transfer of employees between Customer and CenturyLink (or any other subsequent service provider of Customer) as a result of the operafion of this Agreement. Notwithstanding the above. Customer shall indemnify and hold CenturyLink harmless for any losses, claims, liabilifies, awards, damages, costs and expenses (including any fines, legal expenses and costs of setfiement) CenturyLink may incur through the operafion of TUPE in connecfion with this Agreement. This provision applies only to Services delivered by CenturyLink in the United Kingdom. 10. Maintenance. Customer acknowledges that the Services may be subject to routine maintenance or repair and agrees to cooperate in a timely manner and provide reasonable access and assistance as necessary to allow such maintenance or repair. 11. Notice. Any nofices for Customer's Service disconnect, terminafion or non-renewal under this Service Exhibit must be mailed to CenturyLink TS at the following address: Savvis Communications Corporafion DBA CenturyLink TS 1 Solufions Parkway Town & Country, Missouri 63017 United States Attn: All Disconnects N158203 Page 11 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: COLOCATION SERVICES 1. Definitions. "CenturyLink Premises" means any CenturyLink data center or other CenturyLink facility. "Customer Area" means the space within a CenturyLink Premises specifically idenfified as available to Customer for the placement and operafion of Customer Equipment. 2. Notwithstanding anything to the contrary in the Agreement, CenturyLink may increase the rates associated with existing Colocafion Service at any fime after twelve months of the inifial installafion date for such Service in order to pass through increases in such Service's underlying power facilify costs and such increase shall be effective upon the date set forth in CenturyLink's written nofice thereof to Customer. 3. Customer or Customer's employees, agents, contractors, or End Users who access any CenturyLink Premises on Customer's behalf ("Authorized Representatives") must be designated in wrifing. Customer, its Authorized Representatives and all Customer Equipment and any related materials used in connecfion with the Service shall comply with all CenturyLink data center operafing policies (including the "CenturyLink TS Customer Handbook and Informafion Guide" ("Customer Guide")), a current copy of which is located on http://www.savvisstation.com and which CenturyLink may change from fime to time. If CenturyLink reasonably believes that Customer is not complying with this section, CenturyLink will notify Customer thereof and Customer shall remedy such non-compliance within 5 days of receiving such nofice. If Customer fails to remedy such non-compliance within such period, then, notwithstanding any other rights in the Agreement, CenturyLink may immediately (i) suspend the Service and/or restrict Customer's access to the CenturyLink Premises for so long as deemed reasonably necessary by CenturyLink or (ii) terminate the affected Service if such non-compliance is recurring. CenturyLink may likewise restrict access to the CenturyLink Premises if Customer fails to timely cure any breach of the Agreement. 4. Subject to the rest of this section, CenturyLink may enter the Customer Area and/or access Customer Equipment only to the extent necessary to provide a Service or othenwise exercise its rights under the Agreement. If Customer Equipment needs to be moved to another area within the same CenturyLink Premises or to another CenturyLink Premises due to either Customer's requirements for addifional space or CenturyLink's reasonable business needs, the parties will cooperate to complete and minimize the impact of the relocafion. CenturyLink may temporarily store Customer Equipment pending its installafion at a CenturyLink Premises ("Equipment Storage"). If Equipment Storage confinues for more than 30 days, CenturyLink may return, at Customer's expense, the Customer Equipment. The risk of loss or damage for any Customer Equipment during any Equipment Storage shall be upon Customer. If any Authorized Representafive or Customer Equipment presents any material risk of harm to CenturyLink, its employees, agents, contractors, or customers, or the CenturyLink Premises, Customer shall take prompt acfion to eliminate such risk. If Customer fails to do so or if there is risk of material and imminent harm, CenturyLink may, without prior nofice or liability to Customer, take appropriate acfion itself, including accessing the Customer Area. Customer, its Authorized Representafives and Customer Equipment will not cause personal injury or property damage at a CenturyLink Premise. 5. Customer shall within five days of the end of the Service Term: (a) remove all Customer Equipment and any other Customer property ("Customer Materials") from the CenturyLink Premises; and (b) return the Customer Area to CenturyLink in the same condifion as it was on the BCD, normal wear and tear excepted. If Customer fails to remove the Customer Materials within such period or if Customer has an outstanding balance at the end ofthe Service Term, CenturyLink may remove any Customer Materials (without liability) and, at Customer's expense, either: (a) store it unfil Customer remits all amounts owed (including storage expenses) or (b) ship such Customer Materials FOB Origin to Customer at Customer's last address of record. 6. Network Connectivity. 6.1 Hosting Network Infrastructure. The Colocation network infrastructure provides connecfivity from Customer's environments to the available networks within each facility, including the CenturyLink backbone(s), and other Colocafion customers or Alternate Carrier Network Connections. With valid orders. Customer is permitted to interconnect to other customers or alternate carriers as described; however, all connecfions from Customer environment to any other customer or any network infrastructure must be performed by CenturyLink. 6.1.1 Alternate Carrier Network Connection. An Alternate Carrier Network Connection is a connecfion to a non-CenturyLink network. Depending on the particular data center's configurafion. Alternate Carrier Network Connections can be made at either the data center's carriers' premises or at the data center's servicing point of presence. Depending on the data center and alternate carrier availability, the rates and required components may vary. In the event that a carrier of interest to Customer is not available at the data center's carriers' premises Customer is encouraged to inform its CenturyLink sales representafive or the data center manager so that CenturyLink may inform such carrier of potenfial demand for carrier's services which may lead to a CenturyLink agreement with such carrier to establish a presence at the data center. 7. This is a service agreement and does not consfitute a lease of any real property or create any tenant or other real property rights. Customer has been granted only a license to occupy the Customer Area and use the CenturyLink Premises and any CenturyLink Equipment in accordance with the Agreement and agrees that this Service Schedule, to the extent it involves the use of space leased by CenturyLink, shall be subordinate to any lease between CenturyLink and its landlord(s). Customer hereby waives and releases any claims that it may have against the landlord(s) under any lease by CenturyLink with respect to any Customer Equipment or property located in N158203 Page 12 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 ^ 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: COLOCATION SERVICES the CenturyLink Premises demised to CenturyLink by such landlord(s). If the CenturyLink Premises becomes the subject of a taking by eminent domain by any authority having such power, CenturyLink shall have the right to terminate any or all of the affected Services without liability; provided, however, that CenturyLink will use commercially reasonable efforts to move Customer to another, comparable CenturyLink Premises prior to exercising such terminafion right. CenturyLink shall have the right to terminate any or all of the Services without liability of any kind on the earlier of (i) the expiration of or earlier terminafion of CenturyLink's underlying lease for the CenturyLink Premises, or (ii) expirafion or earlier termination of this Service Schedule. The parties agree that any renewal of the Services shall be confingent on the election by CenturyLink, in its sole discrefion, to confinue to own or lease the CenturyLink Premises. 8. Insurance. As a condifion to providing Customer with physical access to the Data Centers and/or the placement of Customer Equipment within the Data Center, Customer will at all fimes during the term ofthis Agreement, and at its own cost and expense, carry and maintain the following insurance coverage, provided however, if local and/or regional laws stipulate higher values than those defined herein, then Customer must comply with the applicable higher value as required by law: (a) "All Risk" Property insurance covering all Customer Equipment located in the CenturyLink Premises in an amount not less than its full replacement cost; (b) Commercial General Liability insurance covering claims for bodily injury, death, personal injury, or property damage (including loss of use) occurring or arising out of the license, use or occupancy of the Data Center by Customer, including coverage for premises- operafion, products/completed operations, and contractual liability with respect to the liability assumed by Customer hereunder. The limits of insurance will not be less than: (i) Each Occurrence - $2,000,000, or local currency equivalent; (ii) General Aggregate - $4,000,000, or local currency equivalent; (iii) Products/Completed Operafions - $2,000,000, or local currency equivalent; and (iv) Personal & Advertising Injury - $2,000,000, or local currency equivalent; (c) In the US, Workers' Compensation insurance with statutory limits as required in the state(s) of operafion; and providing coverage for any employee entering onto the CenturyLink Premises, even if not required by statute. Employer's Liability or "Stop Gap" insurance with limits of not less than $100,000 each accident; and internafionally. Employers' Liability insurance with limits of not less than $1,000,000 USD, or local currency equivalent; and (d) In the US, Comprehensive Automobile Liability insurance covering the ownership, operafion, and maintenance of all owned, non- owned, and hired motor vehicles used in connecfion with this Agreement, with limits of at least $1,000,000 per occurrence for bodily injury and property damage; and internafionally. Automobile Liability insurance as required by law, covering the ownership, operation, and maintenance of all owned, non-owned, and hired motor vehicles used in connecfion with this Agreement. The insurance limits required herein may be obtained through any combination of primary and excess or umbrella liability insurance. If applicable. Customer will require its subcontractors and agents to maintain the same insurance. Upon written request from CenturyLink, Customer will fonward to CenturyLink certificate(s) of such insurance. The certificate(s) will provide that: (e) CenturyLink (and its participafing affiliates) be named as addifional insured as their interest may appear with respect to this Agreement; and (f) coverage is primary and not excess of, or contributory with, any other valid and collecfible insurance purchased or maintained by CenturyLink. Customer may self insure the types and amounts of insurance listed above, provided, however, that such self insurance provide protections to CenturyLink at no less than those set forth above. 9. Marketing. Notwithstanding anything to the contrary elsewhere in the Agreement, and upon Customer's review and approval (i) CenturyLink has the right to use Customer's name, trademarks, or other proprietary identifying symbol for its marketing communicafion acfivifies and (ii) CenturyLink may issue a mutually acceptable press release (approval of which shall not be unreasonably withheld) announcing Customer's selection or expansion with CenturyLink as its provider of colocafion services. N158203 Page 13 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 , 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: CENTURYLINK CLOUD SERVICES The services covered by this Service Schedule are the CenturyLink Cloud services provided by CenturyLink to Customer from fime to fime (collecfively, "Cloud Services" or "Services") and included on https://www.centun/linkcloud.com/ (the "Website") and the Client Management section ofthe Website (the "Control portal"). The parties acknowledge and agree that all Cloud Sen/ices provided pursuant to this Service Schedule are provided by CenturyLink through CenturyLink TS' affiliate. Tier 3, Inc. Notwithstanding anything to the contrary, the following terms shall supplement the terms set forth elsewhere in the Agreement (including this Service Schedule) and in the event of a direct conflict with such terms, the terms set forth herein shall govern with respect to the Cloud Services. 1. Additional Definitions: "API" means a CenturyLink provided Applicafion Programming Interface. "Cloud Term Commit" means a minimum term commit greater than one (1) month and a minimum monthly revenue commit ("MMRC"). Any applicable Cloud Term Commit shall be expressly documented in a Service Order. Customers may add/modify/disconnect individual Cloud Services at any fime at will so long as the MMRC is met. "Content" means Customer information or data that is stored, processed or transmitted through Customer's use ofthe Cloud Services. "Managed Sen/ices" means certain usage based managed operafing systems and/or managed applications, including web, middleware, database applicafions, that a Customer may elect to purchase via a Service Order. "Service Order" means either: a sen/ice order request submitted on a form issued by CenturyLink and signed by Customer or the online order that Customer submits to CenturyLink via the Control portal that includes the type and details of the specific Services ordered by Customer. "Service Term Commit" means certain Cloud Services purchased by Customer with 1) an applicable service term designated on the applicable Service Order; and 2) a monthly recurring charge. No MMRC applies; provided however, early termination charges apply to any reductions or disconnections of Cloud Services subject to a Service Term Commit. 2. Control portal. Customer may access the Services via an API or the Control portal. CenturyLink may modify the Control portal or the APIs or may transifion to new APIs at any fime. Customer's use of the Control portal and/or APIs are governed by this Agreement. 3. Charges. New Services or new Service features may be added at any fime, however, fees for new Services or Service features will not be effective unfil purchased by Customer. CenturyLink may materially increase fees for any exisfing individual Cloud Service or remove any material service ofl'ering by providing not less than sixty (60) days' notice prior to the effecfive date of such increase and/or removal of material services by posfing on the Website. For avoidance of doubt, any Cloud Services subject to a Cloud Term Commit will be invoiced either (1) the MMRC if actual usage is less than the MMRC; or (2) the actual usage if actual usage is greater than the MMRC. 4. Term; Termination. The term of any individual Cloud Service not subject to a Cloud Term Commit or Service Term Commit will commence on the applicable BCD and will remain in effect for so long as Customer confinues to access and use the Service (i.e. month to month). The term of any Cloud Service subject to a Cloud Term Commit or Service Term Commit will commence on the applicable BCD and will confinue for the period set forth in the Service Order, at the conclusion of which will automatically renew for successive periods equal to twelve (12 months, unless terminated by either party in wrifing at least sixty (60) days prior to the expirafion of the then current Service Term. Customer may terminate any individual Cloud Service (except for any Cloud Services subject to a Cloud Term Commit or Service Term Commit) at any fime for any reason or no reason without liability for early terminafion charges. If the Agreement or any Cloud Service is terminated either by CenturyLink for cause or by Customer for any reason other than cause prior to the conclusion of the applicable Service Term Commit or Cloud Term Commit, then Customer shall be liable for an early termination charge equal to 50% of the then current MRC or MMRC for the affected Cloud Services multiplied by the number of months remaining in the Service Term. Notwithstanding anything to the contrary in the Agreement, Customer must follow CenturyLink's termination procedures made available in the Control portal. 5. Billing Commencement Date. Notwithstanding anything to the contrary in the Agreement, the BCD for individual usage based Cloud Services or Cloud Services subject to a Cloud Term Commit is the date services are activated by CenturyLink and no Acceptance Period shall apply. Except as may othenwise be set forth in the applicable Service Order, Cloud Services will be billed monthly in arrears. 6. Effect of Termination. Notwithstanding any notice of terminafion or disconfinuance of use of the Cloud Services by Customer, CenturyLink will not deem any nofice of termination effective and all applicable monthly recurring or usage based fees will confinue to apply unfil Customer removes and/or deletes any and all Content. If, after a thirty (30) day nofice and cure period. Content is not deleted and/or removed, CenturyLink reserves the right to delete any and all Cloud Content without further obligafion or liability to Customer. N158203 Page 14 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 1^ CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT CENTURYLINK TS SERVICE EXHIBIT SERVICE SCHEDULE: CENTURYLINK CLOUD SERVICES 7. Data Preservation. In the event CenturyLink exercises its right to suspend Customer's access to Cloud Sen/ices, during the period of suspension (1) CenturyLink will not take any acfion to intenfionally erase any Content; and (ii) applicable charges, including storage charges but not usage charges, if any, will confinue to accrue. 8. Security. Customer is solely responsible for properly configuring and using the Cloud Service and taking its own steps to maintain appropriate security, protection and backup of Content, which may include the use of encryption technology to protect Content from unauthorized access and roufine archiving of Content. CenturyLink may assist with inifial configuration and monitoring subject to the purchase of certain Managed Services. Given that Customer can self-provision and self-configure the Services and the Customer environment in ways that may reduce their security, notwithstanding anything else to the contrary in the Agreement, Customer acknowledges that it and not CenturyLink will be responsible for whether the Services and Customer environment are configured in a secure manner. In addition. Customer is solely responsible for compliance related to the manner in which the Cloud Service is used or accessed by Customer or its End Users. 9. Authorization. Customer agrees that: (i) it will provide accurate and complete informafion as requested by CenturyLink in connection with its registrafion for the Services; and (ii) any registrants, users, or others placing orders for Service on its behalf have full legal capacity to do so and are duly authorized to do so and to legally bind Customer to the Agreement and all transactions conducted under Customer's account. 10. Proprietary Rights. CenturyLink grants Customer a limited, revocable, non-exclusive, non-sublicenseable, non-transferable and limited right to access and use the Cloud Services solely in accordance with the Agreement. Any software (including related documentation) that may be provided by CenturyLink or its third party licensors is neither sold nor distributed to Customer and may be used solely as part ofthe Cloud Services. As between CenturyLink and Customer, Customer exclusively owns all right, fifie and interest in and to Content. CenturyLink will not disclose, modify, or access the Content, except (i) if Customer expressly authorizes CenturyLink to do so in connecfion with Customer's use ofthe Services, including requests for support; or (ii) as necessary to provide the Services to Customer or to prevent or address service or technical problems, or to comply with the Agreement; or (iii) at the request of a governmental or regulatory body, subpoenas or court order. Customer may only use the Cloud Services to store, retrieve, query, serve, and execute Content that is owned, licensed or lawfully obtained by Customer. In the event Customer elects, in connecfion with any ofthe Cloud Services, to communicate to CenturyLink suggesfions for improvements to the Services ("Feedback"), CenturyLink shall own all right, fitle, and interest in and to the same, even if Customer has designated the Feedback as confidenfial, and CenturyLink shall be enfified to use the Feedback without restriction. Customer hereby irrevocably assigns all right, tifie, and interest in and to the Feedback to CenturyLink and agrees to provide CenturyLink such assistance as it may require to document, perfect and maintain CenturyLink's rights to the Feedback. 11. Third Party Software. If Customer elects to use Customer provided and/or licensed software in connecfion with the Cloud Services or make such software available to other users of Cloud Services, Customer is solely responsible for (i) selecfing, licensing, installing and maintaining any such software, including any related applicafions and systems; and (ii) ensuring adherence to current technical documentation, all applicable licensing terms, requirements, and/or restrictions and all applicable laws with respect to such software. 12. Optional Services. Provided the Cloud Services are not terminated by CenturyLink for cause and subject to addifional terms. Customer may request and CenturyLink may, upon payment by Customer of all applicable recurring monthly, transifion and storage fees, provide post-termination Content retrieval and/or transition assistance for a period of up to ninety (90) days ("Transifion Assistance") so long as the request by Customer for Transifion Assistance is made prior to the expected terminafion or expirafion date of this Agreement. Transifion Assistance may include, by way of example, transferring Content, Confidenfial Informafion and related information and materials to either Customer or its third party designee at Customer's expense. Except as provided in this Section, CenturyLink shall have no obligafion to confinue to store Content after termination or to permit Customer to retrieve same. 13. Terms of Use, SLA Attachment and Supplemental Terms. Customer's use of Services hereunder is subject to acceptance by Customer of the terms of acceptable use available at http://www.centurvlinkcloud.com/legal/aup and the addifional terms applicable to certain services and software available at http://www.centun/linkcloud.com/legal/supplementalterms. These terms may be updated from time to time by CenturyLink upon nofice to all customers by posting on the applicable Website. In addifion, the SLA Attachment, as defined in the Agreement, applicable to the Service is available at http://www.centun/linkcloud.com/legal/sla. CenturyLink may modify the SLA Attachment from fime to fime, effecfive upon posfing. N158203 Page 15 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 to CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT CENTURYLINK® HOSTED VOIP AND CENTURYLINK IQ®SIP TRUNK SERVICE EXHIBIT Nl58203 Page 16 of 20 © CenturyLink, inc. All Rights Reserved. Contract Code: 600055 14 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT MANAGED ENTERPRISE SERVICE EXHIBIT 1. General. CenturyLink QCC will provide Managed Enterprise service ("Service") under the terms of this Sen/ice Exhibit, the Agreement and any statement of work ("SOW") incorporated by reference into this Service Exhibit. 2. Service. 2.1 Description. Service is a support service that provides monitoring and management of specific applications and customer premises equipment ("CPE") in Customer's network environment. Service includes: (a) 24x7x365 remote monitoring of predefined, in- scope components and interfaces from a facility; (b) fault management services, including fault detecfion, isolafion, diagnosis, remote repair when possible; (c) pro-acfive Customer notificafion and escalafion as appropriate; (d) engineering analysis; (e) pro-acfive management of quality of service ("QoS"); (f) management of dialing plans and moves, adds and changes; (g) configurafion management; (h) reports and fickefing; and (i) network design verification service. CenturyLink uses an ITIL certified service delivery team to provide the Service. Service does not include CPE unless a SOW includes specific CPE CenturyLink will provide, Internet connecfions to supported devices, underlying transport service, service to connect to the public switched telephone network ("PSTN"), lab tesfing, lab modeling or other services. Customer must have separate service (e.g., primary rate interface or SIP Trunk) for calls originafing on or terminafing to the PSTN. Customer may separately purchase from CenturyLink CPE, Internet connecfions, transport service, access service to the PSTN, IP PBX, messaging. Contact Center, collaborafion local area network ("LAN")/WAN/wireless LAN, firewall, and unified threat management as a part of its IPC environment. System failure notifications will be sent to Customer per Customer's SOW. 2.2 Network Design Verification. CenturyLink will evaluate the ability of Customer's network to support the Service. In the event CenturyLink determines in its evaluafion that Customer's network environment is unable to support the Service applicafions, CenturyLink may provide a plan to improve Customer's network. Site surveys may be required to verify Customer network elements and configuration. 2.3 CenturyLink Responsibilities. (a) CenturyLink will provide Customer with a non-exclusive service engineer team, which will maintain a Customer profile for the portion ofthe Customer's network where the CenturyLink-managed devices reside. CenturyLink will work with the Customer to facilitate resolufion of service-affecting issues. Service installafion Intervals vary depending on network size and specific device types. Individual SOWs and project plans will be created and used to define and manage the overall engagement. (b) CenturyLink is responsible for changing or updafing any virtual LANs ('VLAN") or Internet protocol ("IP") addressing on managed or converged network devices. 2.4 Customer Responsibilities. (a) For Customer provided CPE, Customer is required to maintain a hardware maintenance agreement and software subscripfion agreements with the respecfive vendors for the applications and CPE CenturyLink supports under this Service Exhibit and maintain the software within one version of the current release. (b) For CenturyLink provided CPE, Customer will provide CenturyLink with accurate and current local site contact information, adequate space (e.g., an equipment closet), and appropriate access to Customer's designated locations. CenturyLink will provide instructions to Customer for use of the Service. Customer will not obtain any ownership interests in the CenturyLink provided CPE used to provide the Service. Upon termination of the Service, Customer must return the CenturyLink provided CPE to CenturyLink (as instructed by CenturyLink) in the same condifion as it was on the first day provided, normal wear and tear excepted. If Customer fails to return the CenturyLink provided CPE in the time and manner provided by CenturyLink, Customer will pay to CenturyLink, the fair market value of the CPE as determined by CenturyLink. CenturyLink is not liable for any damage to the CenturyLink provided CPE caused by Customer. (c) Customer must provide all information and perform all actions reasonably requested by CenturyLink in order to facilitate installafion of Service. For Out-of-Band Customer will provide access as stated in the SOW. (d) Customer must execute the attached Letter of Agency (Attachment 1) to authorize CenturyLink to act as Customer's agent solely for the purposes set forth in the Letter of Agency. (e) Depending on transport type, Customer's managed devices must comply with the following set of access requirements: (i) for Service delivered via IP connectivity with CenturyLink IQ® Networking Internet Port and/or other public Internet service, devices must contain an appropriate operafing system capable of establishing IP security ("IPSec") virtual private networks or (b) provide an open port on a firewall capable of terminafing an IPSec tunnel to accommodate remote management and monitoring. Customer is responsible for the underlying Internet connecfion. Customer will have the ability to route network management informafion to and from all other Customer devices within the Service. For large or crifical networks, mulfiple Service management connecfions may be required. (f) Customer must provide: (i) a publicly routable valid IP address in order to establish the Service connecfion; and (ii) enable CenturyLink to establish an IPsec tunnel. Customer's primary technical interface person will be available during the remote installation process in order to facilitate installafion of the Service. If Customer already has a CPE maintenance agreement with another provider for Customer provided CPE, CenturyLink will sfill provide outage nofificafion to Customer or Customer's designee. The response fimes for which the Customer has contracted with their CPE maintenance provider will afl'ect CenturyLink's fiming for resolufion of problems N158203 Page 17 © CenturyLink, Inc. All Rights Reserved. Contract Code: 600055 CONFIDENTIAL v1.072915 il2 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT MANAGED ENTERPRISE SERVICE EXHIBIT involving Customer-provided devices. The performance of the CPE maintenance provider is Customer's responsibility. Customer will furnish all informafion reasonably required by CenturyLink before the remote installafion phase of Service to enable CenturyLink to provide the Service. (g) Customer is also responsible for the following: (i) ' Activation assistance - Cooperafion is essenfial during the acfivafion period. Customer is responsible for providing complete and thorough details of the network environment to ensure an effecfive and efl'icient provisioning process. (ii) Informing CenturyLink of changes or problems - Customer is responsible for sharing with CenturyLink all informafion that might impact the Service or CenturyLink's ability to provide its Service as soon as the changes or problems are discovered. This includes informing CenturyLink of major network changes, firewall changes, problems with Internet connections, major vulnerabilifies discovered, and unusual network activity. (iii) Supplying a POC - Customer is responsible for providing CenturyLink with a point of contact ("POC") who can serve as the central point of contact for all informafion exchanged with CenturyLink. This POC should be available 24 hours a day. This POC will be used in cases where cooperative measures are necessary. A minimum of one secondary POC is also recommended. POC contact information includes a valid e-mail address (including PGP if available), work telephone number, pager or mobile telephone number, and any other informafion that may be required to reach the POC during the work day or after hours. CenturyLink is not responsible for damages that may be incurred because the customer's POC is unreachable. (iv) End-User support - Customer is responsible for providing end-user support. (v) VLAN management - Customer provides VLAN management schema for review. (vi) IP management - Customer provides IP addressing schema for review. Customer is responsible for IP address custody. 2.5 International Terms and Conditions. International Service is available in many locations, but not all locafions outside of the confinental United States. Customer must verify with CenturyLink the availability of the Service in Customer's desired Internafional locafions. For Sen/ice outside ofthe continental United States, the following terms and conditions will apply (a) Export Controls. If equipment, software, or technical data is provided under this Service Exhibit, Customer's use of such items must comply fully with all applicable export and re-export controls under U.S. Export Administration Regulafions and/or the relevant export control laws and regulations of any other applicable jurisdiction. (b) Anti-Corruption. Each party acknowledges and agrees that certain anfi-bribery and anfi-corrupfion laws, including the Foreign Corrupt Practices Act, 15 U.S.C. Sections 78dd-1 et seq. and the UK Bribery Act, prohibit any person from making or promising to make any payment of money or anything of value, direcfiy or indirecfiy, to any government official, polifical party, or candidate for polifical office for the purpose of obtaining or retaining business. Each party represents and warrants that in the performance of its obligations hereunder, it has not ofiiered, made, or accepted and will not offer, make, or accept, any bribe or facilitation payment, and will othenwise comply with the requirements of applicable anfi-bribery laws. (c) Business Contact Information. Customer is providing to CenturyLink the names of and contact informafion ("Business Contact Informafion") for its employees ("Business Contacts") who have purchasing or other responsibilities relevant to CenturyLink's delivery of Service under this Service Exhibit. The Business Contact Informafion does not include personal data revealing racial or ethnic origin, polifical opinions, religious or philosophical beliefs, trade-union memberships, flnancial status, health or sex life. Customer consents to CenturyLink's and its affiliates or subcontractors' use and transfer to the United States of Business Contact Informafion for the purpose of: (i) fulfilling its obligations under this Service Exhibit; and (ii) providing informafion to Customer about CenturyLink's products and services via these Business Contacts. Customer represents that the Business Contact Informafion is accurate and that each Business Contact has consented to CenturyLink's processing of their Business Contact Information forthe purposes setforth in this Service Exhibit. The Business Contact Informafion provided by Customer has been collected, processed, and transferred in accordance with applicable laws, including, where applicable, any necessary nofification to the relevant data protection authority in the territory in which Customer is established ("Authority"). Customer will notify CenturyLink promptly of staffing or other changes that affect CenturyLink's use of Business Contact Informafion. CenturyLink will have in place technical and organizafional measures that ensure a level of security appropriate to the risk represented by the processing and the nature of the Business Contact Informafion, and that protects such informafion against accidental or unlawful destrucfion or accidental loss, alteration, unauthorized disclosure or access. CenturyLink will use the information only for the express purposes set forth in this Service Exhibit. CenturyLink will idenfify a contact authorized to respond to inquiries concerning processing of Business Contact Information, and will reasonably cooperate in good faith with Customer and the Authority concerning all such inquiries without excessive delays. (d) International Laws. CenturyLink will provide the Internafional Sen/ice in compliance with applicable internafional laws and tariffs. Customer agrees to cooperate with CenturyLink in obtaining necessary domesfic or foreign approvals. CenturyLink may elect to not offer International Service, or to terminate Internafional Sen/ice, in or to any particular jurisdicfion, locafion or country if CenturyLink determines that the provision of such Internafional Sen/ice is not commercially reasonable or is not lawfully permitted. Any arbitrafion or nofices between the parties will be conducted in the English. N158203 Page 18 © CenturyLink, Inc. All Rights Reserved. Contract Code: 600055 CONFIDENTIAL vl .072915 53 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT MANAGED ENTERPRISE SERVICE EXHIBIT 3. Term; Cancellation. The term of this Service Exhibit will commence on the date it is added to the Agreement and confinue for 60 months ("Inifial Service Term"). Upon expirafion of a Service Term, each Service will automafically renew for a period equal to the expired Service Term length ("Renewal Service Term"). The Inifial Service Term and each Renewal Sen/ice Term are referred to as a "Service Term." Either party may cancel the Sen/ice by providing 60 days prior written notice of such cancellafion to the other party. If all Service under this Service Exhibit and SOWs is canceled by Customer other than for Cause, or by CenturyLink for Cause, before the conclusion of the applicable Service Term, then Customer will pay to CenturyLink a "Cancellafion Charge" equal to (a) 100% of each Minimum Commitment on all SOWs multiplied by the number of months remaining in the flrst 12 months of the Inifial Service Term, if any, and (b) 75% of the average MRCs over the last six months charged to Customer under all SOWs mulfiplied by the number of months, or portion thereof, remaining in the Service Term beyond the flrst 12 months of the Inifial Service Term. Customer will remain liable for charges accrued but unpaid as ofthe cancellafion date. 4. Insurance. For CenturyLink provided CPE, Customer will, provide and maintain, at Customer's own expense, at all fimes following delivery of the CPE, the following insurance: (a) "All-Risk" property insurance covering the CPE for the full replacement value, naming CenturyLink or a third party provider designated by CenturyLink as a loss payee; and (b) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and aggregate and naming CenturyLink as an addifional insured, unless such insurance is required elsewhere in this Agreement at higher limits. Such insurance will be placed with insurers who have a minimum "Best's" rafing of A- Vll (A- 7). Upon request. Customer will deliver to CenturyLink insurance certificates evidencing such insurance. 5. Charges. Customer will pay all applicable charges in the applicable SOW. Customer will not be eligible for any discounts or promofional offers other than those speciflcally set forth in an executed SOW. During each month ofthe Service Term, Customer agrees to not drop below the minimum commitment dollar amount for each category of device/seat stated in each row for each category of the pricing table in each SOW ("Minimum Commitment"). In any given month Customer's actual MRCs for a particular category of device/seat in a SOW are below the associated Minimum Commitment in that SOW, Customer will pay to CenturyLink the difference between those actual MRCs for that month and the applicable Minimum Commitment. The MRCs set forth in the applicable SOW will be used to calculate Contributory Charges. 6. Purchase of CenturyLink provided CPE. Upon the complefion of the Service Term in which the Service is not renewed. Customer may purchase the CenturyLink provided CPE from CenturyLink for use with the Service at the fair market value mutually agreed upon by the parties. If Customer chooses to purchase the CenturyLink provided CPE, Customer must nofify CenturyLink of its intenfion to do so at least 60 days prior to complefion of the Service Term, and Customer must purchase the CenturyLink provided CPE on the last day of the Service Term on an "as-is" basis, with no representafions or warranfies of any kind, including no warranties of merchantability or fitness for a particular purpose or representafion that any software license associated with the CenturyLink provided CPE is transferrable to Customer. Tifie to and responsibility for the applicable CenturyLink provided CPE will immediately transfer to Customer upon CenturyLink's receipt of payment. Customer will be responsible for purchasing or providing any separate maintenance and any software licenses for all purchased CPE. Customer is also responsible for proper disposal of all purchased CPE. Customer hereby releases CenturyLink from any and all liability relafing in any way to the purchased CPE. 7. SLA. Except as stated in this secfion. Service is subject to the service level agreement ("SLA") located at http://www.centurvlink.com/legal/ and which is subject to change. For Customer's claims related to Service deficiencies, interrupfions or failures. Customer's exclusive remedies are limited to those remedies set forth in the applicable SLA. 8. Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. "IPC" means IP communications, which consists of devices, applicafions, or end-points that, individually or in combination, enable the transmission of packetized voice, video, or data. "Out-of-Band" means a connection between two devices that relies on a non-standard network connecfion. "PGP" means pretty good privacy, which is a cryptographic product family enabling people to securely exchange messages and secure files, disk volumes, and network connecfions with both privacy and strong authenficafion. N158203 Page 19 © CenturyLink, Inc. All Rights Reserved. Contract Code: 600055 CONFIDENTIAL vl .072915 CENTURYLINK® LOYAL ADVANTAGE® MiCTA MEMBER PARTICIPATION AGREEMENT MANAGED ENTERPRISE SERVICE EXHIBIT ATTACHMENT 1 LIMITED LETTER OF AGENCY between City of Carlsbad ("Customer") and CenturyLink Communications, LLC ("CenturyLink") This limited letter of agency ("LOA") hereby authorizes CenturyLink to act as the Customer's agent for the limited purpose of contacfing Customer's designated local exchange carrier ("LEC"), interexchange carrier ("IXC"), Internet service provider ("ISP"), or customer premises equipment ("CPE") maintenance provider in conjunction with CenturyLink Managed Enterprise service ("Service"). Sen/ice acfivifieswill consist of working with Customer's LEC, IXC, ISP, or CPE maintenance provider for the purpose of: (a)extracfing information concerning transmission data elements carried over Customer's network connecfion; (b) identifying Customer's links or data link connection identifiers; (c) opening, tracking, and closing trouble fickets with the LEC, IXC, ISP, or CPE maintenance provider on Customer's transport links or CPE when an alarm or fault has been detected; (d) dispatching CPE repair personnel on behalf of Customer to CPE for which a fault has been detected; and (e) discussing fault informafion with the LEC, IXC, or CPE maintenance provider on behalf of Customer to facilitate resolufion of the problem. CenturyLink does not assume any of Customer's liabilifies associated with any ofthe services the Customer may use. The term ofthis LOA will commence on the date of execufion below and will confinue in full force and effect unfil terminated with 30 days written nofice by one party to the other or until the expirafion or terminafion of the Service. A copy of this LOA will, upon presentation to LEC, IXC, ISP, and/or CPE maintenance provider, as applicable, be deemed authorization for CenturyLink to proceed on Customer's behalf. City of Carlsbad Authorized Signature of Customer Matt Hall Print or Type Name Mayor We T- Date ZD AS TO FORM . AULG. EDMONSON a Assistant City Attomey City of Carlstad N158203 Page 20 © CenturyLink, Inc. All Rights Reserved. Contract Code: 600055 CONFIDENTIAL vl .072915 55 EXHIBIT 3 CenturyLink Technology Solutions Company Name: City Of Carlsbad Quote #: 540852 Quote Expiration Date: 11/4/2015 Service Order Company Name: City Of Carlsbad Billinq Address: Billing Site Name: City Of Carlsbad Street: 1635 Faraday Ave Billing Account Number: New City, State, Zip: Carlsbad, CA 92008 Currency: USD Primarv Contact: Billinq Contact: Name: Randy Lagman Name: Randy Lagman Email: randy.lagman@carlsbadca.gov Email; randy.lagman@carlsbadca.gov Phone: (760) 602-2430 Phone: (760) 602-2430 CenturyLink Contact Details Name Phone Email Sales Representative IMary Reber mary.reber@centurylink.com Solutions Engineer Craig Meinhardt, Michael Phillips, Chuck Carlson 9492233422, , 949-223-3469 craig.meinhardt@centurylink.com, michael.r.philllps@centurylink.com, chuck.carlson@centurylink.com Account Manager Clara Moscal clara.moscal@centurylink.com Quote Summary Quote Description (for informational purposes only) City of Carlsbad CLC Initial Service Term 36 36 Months Totals Monthly Recurring Charges Non-Recurring Charges New Totals 5,000.00 2,000.00 Existing Totals 0.00 0.00 Delta Totals 5,000.00 2,000.00 CenturyLink Confidential Information Page 1 of 2 CenturyLink' Technology Solutions Company Name: City Of Carlsbad Quote #: 540852 Quote Expiration Date: 11/4/2015 Service Details - 36 Months Request Type Qty Product Family Product Configuration Monthly Recurring Charges Non- Recurring Charges New Existing Delta Non- Recurring Add 1 Hosting CenturyLink Cloud 1.0 Data Center: ZZUCl Support Service: Professional Usage Discount: 0.0% 0.00 0.00 0.00 0.00 Add Hosting CenturyLink Cloud Service Engineering 1.0 Hours: 0 0.00 0.00 0.00 0.00 Add Hosting QuickStart Onboarding 1.0 Type: QuickStart Advanced 0.00 0.00 0.00 2,000.00 Add 1 Hosting Cloud Term Commit 1.0 Monthly Commit: 5000 Term Credit %: 0 (No Credit) Custom Term Credit %: 5,000.00 0.00 5,000.00 0.00 Group Totals 5,000.00 0.00 5,000.00 2,000.00 This document is intended for planning purposes only and is not intended to be and shall not constitute a binding contract or an offer for a contract, notwithstanding any other communication to the contrary. CenturyLink retains the sole right to withdraw or modify this document (for any reason). This quote and the information contained therein constitutes CenturyLink confidential and proprietary information. Customer Acceptance 1. Upon Customer's signature on this quote (hereinafter, a "Service Order"), Customer hereby orders the services identified above ("Services"). The Services will be provided pursuant to the terms of this Service Order and in accordance with the governing service agreement between Customer and Savvis (hereinafter "CenturyLink") identified above, including any applicable Service Schedules, Service Guides, service level agreements ("SLAs") orany other documents attached thereto (collectively the "Agreement"), and this Service Order is subject to such Agreement. 2. Any Service Order which is not executed by Customer prior to the Quote Expiration Date (as indicated herein) shall be cancellable by CenturyLink in its sole discretion. Without limiting any other CenturyLink right, acceptance of this Service Order is subject to CenturyLink credit approval. Terms and Conditions 1. CenturyLink Cloud Services and pricing are listed at www.centurylinkcloud.com/pricing. The billing currency associated with the Services in this Service Order is stated at the top of this Service Order and the Services will be billed in that specified currency equivalent. CenturyLink Confidential Information Page 2 of 2 on 1^'^ CenturyLink CenturyLink Cloud Estimated Pricing Summary Note that this is an estimate and can not be used as an executable document. C?9 Customer Name: City of Carlsbad Quote Created Date: 8/18/2015 Sales Representative: Mary Reber Quote Expiration Date: 10/17/2015 Solutions Engineer: Michael Phillips Quote Version: 2 Monthly (MRC) Discounted Estimate: $10,288.17 CenturvUnk Cloud Suooort Service Tier (Professional Suooort) Total Monthlv (MRC) Discounted Estimate: $437.80 Total Monthly (MRC) Discounted Estimate: $10,725.97 Total Setup (NRC) Discounted Estimate Setup: $6,567.50 Pricing estimation is based on the assumption of 720 hours in a month CenturyLink Cloud Virtual Machines Quantity NRC Discounted Estimate MRC Discounted Estimate Total Number of Servers (Virtual and Bare Metal) 23 $0.00 $6,916.36 Total Amount of Storage in GB (Virtual and Bare Metal) 6770.08 GB $0.00 $960.01 Subtotal VM Discount Estimate: $0.00 $7,876.38 CenturyLink Cloud Network Options Quantity NRC Discounted Estimate MRC Discounted Estimate EMEA and NA Internet Bandwidth Data Transfer (outbound only, inbound is free) in GB 2000 GB $0.00 $92.50 VPN Connection (Site to Site) 1 $0.00 $41.63 Private VLAN (1 VLAN is included by default) 3 $0.00 $83.25 External IP Address 3 $0.00 $5.55 Shared Load balancer. Note: A public IP address is required. 1 $0.00 $26.64 Subtotal Network & Optional Discount Estimate: $0.00 $249.57 Consulting 8t Professional Services (Installation Fees) Quantity NRC Discounted Estimate MRC Discounted Estimate QuickStart Advanced 1 $1,850.00 $0.00 QuickStart SafeHaven 1 $1,711.25 $0.00 Subtotal Consulting Discount Estimate: $3,561.25 $0.00 SafeHaven CenturyLink Cloud Estimate Quantity NRC Discounted Estimate MRC Discounted Estimate # of SafeHaven Recovery VMs Required: 5 $0.00 $493.51 SafeHaven VM licenses -16 Cloud, 0 Cust. Prem. 16 $0.00 $631.30 Protected VM OS Ucenses fee in the Cloud (not accounted for) 16 $0.00 $426.24 Protected VM Storage fee in the Cloud in GB (not accounted for) 4370 GB $0.00 $611.19 Subtotal SafeHaven Discount Estimate: $0.00 $2,162.23 Service Tasks (http://www.centurylinkcloud.com/products/support/service-tasks) Quantity NRC Discounted Estimate MRC Discounted Estimate QuickStart SafeHaven Additional Recovery VMs Setup fee (maximum of 24 VMs) 10 $3,006.25 $0.00 Subtotal Optional Advanced Services Discount Estimate: $3,006.25 $0.00 This is a pricing estimate and is based on solution specified. Actual monthly charges are based on actual utilization of CenturyLink Cloud and CenturyLink Exchange rates which may vary from the above and the contractual service rates. M X H 4^ Une # Qty Data Center Location Description Est. Hrs. Used a Month Server / Storage Type OS Version (t of CPU Cores Amount Of RAM Available Storage Disk Space Managed OS Managed Applications SafeHaven Replicated Total Server Discounted Monthly Estimate 1 1 UCI CBDWebOlv 730 hrs Standard Windows 2012 4 6 GB 155 GB Yes No Production VM $361.87 2 1 UCI CBDWeb02v 730 hrs Standard Windows 2012 4 4GB 154 GB Yes No Production VM S340.01 3 1 UCI CBDWebSQLDMZOlv 730 hrs Standard Windows 2012 4 12 GB 289 GB Yes No No $437.92 4 1 UCI DOCHUB02V 730 hrs Standard Windows 2012 1 2 GB 60 GB Yes No Production VM $204.81 5 1 UCI DOCMANOlv 730 hrs Standard Windows 2012 2 4 GB 580 GB Yes No Production VM $339.74 6 1 UCI DOCPUBWEBOlv 730 hrs Standard Windows 2012 2 1GB 68 GB Yes No Production VM $229.35 7 1 UCI DOCWEBOlv 730 hrs Standard Windows 2012 1 1GB 60 GB Yes No Production VM $194.68 8 1 UCI ECARE02V 730 hrs Standard Windows 2012 2 4 GB 122 GB Yes No Production VM $268.22 9 1 UCI FDMcareOlv 730 hrs Standard Windows 2012 1 1GB 60 GB Yes No Production VIVl $194.68 10 1 UCI FDRPSOlv 730 hrs Standard Windows 2012 1 2 GB 74 GB Yes No Production VM $207.09 11 1 UCI fdsqIcOlnl 730 hrs Standard Windows 2012 8 6 GB 561GB Yes No No $549.30 12 1 UCI HansenOlv 730 hrs Standard Windows 2012 4 8 GB 208 GB Yes No Production VM $388.90 13 1 UCI HarrisOlv 730 hrs Standard RedHate 4 15 GB 216 GB Yes No Production VM $461.07 14 1 UCI IfasAppOOlv 730 hrs Standard Windows 2012 2 8 GB 178 GB Yes No Production VM $317.47 15 1 UCI IfasWebOOlv 730 hrs Standard Windows 2012 2 6 GB 275 GB Yes No Production VM $312.32 16 1 UCI PERMITSPOS 730 hrs Standard Windows 2012 1 2 GB 60 GB Yes No Production VM $204.81 17 1 UCI SQL02V 730 hrs Standard Windows 2012 4 14 GB 762 GB Yes No Production VM $536.17 18 1 UCI SQL2012Ent01v 730 hrs Standard Windows 2012 4 16 GB 320 GB Yes No No $482.74 19 1 UCI SQL2014Ent01v 730 hrs Standard Windows 2012 4 9 GB 210 GB Yes No No $396.32 20 1 UCI VCenterOlv 730 hrs Standard Windows 2012 2 16 GB 316 GB Yes No Production VM $420.01 21 1 VAl SQL Replication 730 hrs Standard Windows 2012 2 8 GB 1,000 GB Yes No No $431.42 22 1 VAI AD Replication 730 hrs Standard Windows 2012 2 4GB 200 GB Yes No No $277.46 23 1 VAI File Server Repl. 730 hrs Standard Windows 2012 2 4GB 500 GB Yes No No $320.00 This is a pricing estimate and is based on solution specified. Actual monthly charges are based on actual utilization of CenturyLink Cloud and CenturyLink Exchange rates which may vary from the above and the contractual service rates. CenturyLink^ Technology Solutions Exhibit 5 Company Name: City Of Carlsbad Quote #: 536932 Quote Expiration Date: 11/3/2015 CenturyLink Agreement Service Order Company Name: City Of Carlsbad Billinq Address: Billing Site Name: City Of Carlsbad Street: 1635 Faraday Ave Billing Account Number: New City, State, Zip: Carlsbad, CA 92008 Currency: USD Primarv Contact: Billinq Contact: Name: Randy Lagman Name: Randy Lagman Email: randy.lagman@carlsbadca.gov Email: randy.lagman@carlsbadca.gov Phone: (760) 602-2430 Phone: (760) 602-2430 CenturyLink Contact Details Name Phone Email Sales Representative Mary Reber mary.reber@centurylink.com Solutions Engineer Craig Meinhardt, Michael Phillips, Chuck Carlson craig.meinhardt@centurylink.com, michael.r.phillips@centurylink.com, chuck.carlson@centurylink.com Account Manager Clara Moscal clara.moscal@centurylink.com Quote Summary Quote Description (for informational purposes only) City of Carlsbad Colocation and CNS Initial Service Term 36 36 Months Totals Monthly Recurring Charges Non-Recurring Charges New Totals 2,900.04 750.00 Existing Totals 0.00 0.00 Delta Totals 2,900.04 750.00 CenturyLink Confidential Information Page 1 of 5 36 CenturyLink' Technology Solutions Company Name: City Of Carlsbad Quote #: 536932 Quote Expiration Date: 11/3/2015 Service Details - 36 Months Request Type Qty Product Family Product Configuration Unique Name Monthly Recurring Charges Non- Recurring Charges Request Type Qty Product Family Product Configuration Unique Name New Existing Delta Non- Recurring - Add 1 Colocation Colocation Space 2.0 Data Center: ZZSC9 Quantity: 1 Location: Raised Floor Space Type: Secure Cabinet - 4kW Colocation Space SC9 1,059.20 0.00 1,059.20 0.00 Add Colocation Colocation Patch Panel 2.0 Data Center: ZZSC9 Quantity: 1 Patch Panel Type: 6-Port Copper Patch Panel 0.00 0.00 0.00 0.00 Add Colocation Colocation Power Distribution 2.0 Data Center: ZZSC9 Quantity: 1 Power Configuration: Primary/ Redundant Pair Power Circuit: 30A/208V-Single Phase- L6 299.20 0.00 299.20 0.00 Add Colocation Colocation Power Strip 2.0 Data Center: ZZSC9 Quantity: 2 Power Strip Type: L6-30 Horizontal Mount Power Strip with Display 0.00 0.00 0.00 0.00 Group Totals 1,358.40 0.00 1,358.40 0.00 - Add 1 Network HAN Internet Access 3.0 Data Center: ZZSC9 Scenario: Colocation Internet Multiline GigE BGP: No HAN Internet Access SC9 56.25 0.00 56.25 0.00 Group Totals 56.25 0.00 56.25 0.00 Add 1 Colocation Gold Support 1.0 Hours: 2.0 Type: Monthly Gold Support 0.00 0.00 0.00 0.00 Add 1 Network HAN Internet Bandwidth 3.0 Region: North America Usage Calculation: 95th Percentile Higher of In or Out Base Bandwidth (Mbps): 100 HAN Internet Bandwidth 213.39 0.00 213.39 0.00 Add 2 Colocation Customer Access Extension 1.0 Data Center: ZZSC9 Cross Connect Type: Telco without Private Entrance Media Type: Singlemode Fiber CPE Rackspace (RUs): No CPE Rackspace (RUs) Qty: 0 SMF Cross Connect SC9 500.00 0.00 500.00 250.00 CenturyLink Confidential Information Page 2 of 5 51 l|][| CenturyLink' Technology Solutions Company Name: City OfCarlsbad Quote #: 536932 Quote Expiration Date: 11/3/2015 Service Details - 36 Months Request Type Qty Product Family Product Configuration Unique Name Monthly Recurring Charges Non- Recurring Charges Request Type Qty Product Family Product Configuration Unique Name New Existing Delta Non- Recurring Add 1 Colocation Customer Access Extension 1.0 Data Center: ZZSC9 Cross Connect Type: Telco without Private Entrance Media Type: Singlemode Fiber CPE Rackspace (RUs): No CPE Rackspace (RUs) Qty: 0 IQ to HAN for CNS SC9 0.00 0.00 0.00 0.00 Add 1 Hosting Cloud Network Services 1.0 Platform: CenturyLink Cloud Data Center: ZZSC9 Termination Point: Colocation Services Service Type: Dedicated Singleline Port Speed: 1024 Mbps Cloud Network Services SC9 136.00 0.00 136.00 125.00 Add Hosting VLAN Access 1.0 VLAN Type: Base VLAN 0.00 0.00 0.00 0.00 Add 2 Colocation Customer Access Extension 1.0 Data Center: ZZDC2 Cross Connect Type: Telco without Private Entrance Media Type: Singlemode Fiber CPE Rackspace (RUs): No CPE Rackspace (RUs) Qty: 0 SMF Cross Connect DC2 500.00 0.00 500.00 250.00 Add 1 Colocation Customer Access Extension 1.0 Data Center: ZZDC2 Cross Connect Type: Telco without Private Entrance Media Type: Singlemode Fiber CPE Rackspace (RUs): No CPE Rackspace (RUs) Qty: 0 IQ to HAN for CNS DC2 0.00 0.00 0.00 0.00 Add 1 Hosting Cloud Network Services 1.0 Platform: CenturyLink Cloud Data Center: ZZDC2 Termination Point: Colocation Services Service Type: Dedicated Singleline Port Speed: 1 G Cloud Network Services DC2 136.00 0.00 136.00 125.00 Add Hosting VLAN Access 1.0 VLAN Type: Base VLAN 0.00 0.00 0.00 0.00 Group Totals 1,485.39 0.00 1,485.39 750.00 Usage Per Unit Tier Usage Rate 1. Gold Support 1.0 Hours 200.0 2. HAN Internet Bandwidth 3.0 Base Bandwidth (Mbps) 10.25 3. Cloud Network Services 1.0 r CenturyLink Confidential Information Page 3 of 5 Ct CenturyLink' Technology Solutions Port Speed - Company Name: City OfCarlsbad Quote #: 536932 Quote Expiration Date: 11/3/2015 170.0 4. Cloud Network Services 1.0 Port Speed 0.0 Customer Acceptance 1. Upon Customer's signature on this quote (hereinafter, a "Service Order"), Customer hereby orders the services identified above ("Services"). By signing this Service Order, Customer hereby agrees that the Services will be provided in accordance with the governing service agreement between Customer and CenturyLink, including the Service Exhibit ("SE"), and any other documents incorporated therein, (collectively, the "Agreement" or "MSA"). As used herein, the SE includes any applicable Service Schedules, Service Guides ("SGs"), and service level agreements ("SLAs") attached and/or incorporated thereto. In the event ofany conflict of terms between the underlying service Agreement and the SE, the SE will govern. If there is no SE in place between the parties, this Service Order will be subject to and governed by all terms of the standard SE as posted at http://www.centurylinktechnology.com/legal-guides, which shall be incorporated herein and made a part hereof. 2. Any Service Order which is not executed by Customer prior to the Quote Expiration Date (as indicated herein) shall be cancellable by CenturyLink in its sole discretion. Without limiting any other CenturyLink right, acceptance of this Service Order is subject to credit approval. Terms and Conditions 1. Customer hereby commits to a monthly bandwidth amount ("Base Bandwidth") and agrees to pay the monthly charges associated with such Base Bandwidth. If, in any given month. Customer's "Actual Bandwidth" usage exceeds the Base Bandwidth, Customer shall pay, in addition to the Base Bandwidth charges, an Overage Charge calculated as follows: (Actual Bandwidth used less Base Bandwidth) multiplied by the variable usage rate defined in this Service Order. CenturyLink uses a 95th percentile formula to calculate Actual Bandwidth as follows: The connection is sampled at standard intervals in the inbound and the outbound directions. For any given month, all the inbound samples collected for the month are sorted and the top 5% of samples are discarded and the peak value of the remaining 95% of the samples will yield the inbound 95th percentile usage. For the same month, all the outbound samples collected for the month are sorted and the top 5% of samples are discarded and the peak value of the remaining 95% of samples will yield the outbound 95th percentile usage. The higher of the inbound or the outbound 95th percentile usage rounded up to the nearest Mbps will yield the 95th percentile Actual Bandwidth usage. Overage Charges are billed in arrears. For the first month only, if the Base Bandwidth ordered by Customer is not activated on the first of the month, the total charges will be prorated for the actual number of days the Base Bandwidth is in operation for the month. 2. The Customer Access Extension (i.e. cross connect) ordered herein provides connectivity to an existing CenturyLink service and shall be subject to all terms and conditions governing the existing Services, including a connectivity related SLA, if applicable. 3. The maximum Committed Electrical Capacity (CEC) that Customer is entitled to in each contiguous Customer Area is specified in the table below. For the purposes of the Service Order, the CEC equals the TOTAL purchased number of allocated kilowatts in the Customer Area. Customer acknowledges and agrees that CenturyLink may refuse any request for power that would cause the CEC in the Customer Area to exceed the Maximum CEC identified below. The Maximum CEC (kilowatts) specified in the table below supersedes all previous Service Order CEC's for the same contiguous space. CenturyLink Confidential Information Page 4 of 5 S3 Cl CenturyLink' Technology Solutions Company Name: City OfCarlsbad Quote #: 536932 Quote Expiration Date: 11/3/2015 Data Center Maximum CEC SC9 New SC 4kW Pursuant to this Service Order and not more than once per calendar year during the Service Term and no sooner than twelve (12) months after the BCD, CenturyLink may, in addition to its other rights under the Agreement, increase the Monthly Recurring Charges for the Colocation Services set forth herein in an amount not to exceed three percent (3%). Additional Terms 1. 2. Expedite Request Fee: If Customer requests that CenturyLink accelerate a Service Delivery Date and CenturyLink in its sole discretion agrees to accelerate such date. Customer agrees to pay, as invoiced by CenturyLink, an initial flat fee of $500, plus $50 per day per service package for each day the actual delivery date precedes the Service Delivery Date identified by the order/project manager and documented in CenturyLink's order management system. Baseline Service Change Fee: If Customer requests changes to baseline Service requirements prior to the Service Delivery Date, Customer agrees to pay, as invoiced by CenturyLink, all of the following: (1) a change fee in the amount of $500, (ii) $150 per hour for work resulting from Customer changes implemented by CenturyLink, and (iii) third party charges and fees incurred by CenturyLink as the result of Customer's requested change. Upon Customer's signature on this Service Order, Customer acknowledges the Quote Description is provided solely for informational and illustrative purposes only and such Quote Description is nonbinding with no force or effect. CenturyLink Communications, LLC City Of Carlsbad Title: Name: Matt Hall Title: Mayor Date: ^^o^^fV^b<=V~ SlOjS APPROVED AS TO FORM fAUL G. EDMONSON r/Assistant City Attomey City of Carisbad CenturyLink Confidential Information Page 5 of 5 3^ 4^ <^ »J CITY OF ^ CARLSBAD CALIFORNIA Cl CenturyLink- Technology Solutions SC9 Data Center Managed Services CenturyLink Cloud - UCI Dajta Center /HAN . VLAN T001_PVT/PUB - VLAN OOOO 'KKf.-!y./. -XX xxx CLC Edge Firewall Active/Passive pair Datacenter Aggregation Switch Active/Passive pair Datacenter Aggregation s Switch ' Active/Passive pair CLC Core Firewall Active/Passive pair c Colocation VLAN T001_PVT/PUB - VLAN OOOO f| ( VLAN T001_PVT/PUB - VLAN OOOO VLAN T00T_PVT/PUB - VLAN OOOO 3 Layer 2 Switch Active/Passive pair Customer Firewall pil Active/Passive pair c Lay V jr 2 Switch ve/Passlve pair J r \ Customer Routers Active/Passive pair VLAN 001 _ PVT/PUB- VLAN OOOO Xxx-XXX. xxx xxx /24 Pniluction S«iv«rs VLAN 001 _ PVT/PUB- VLAN OOOO Xxxj(xx.xxx.xxx /xx Customer Colo Servers VLAN 001_ PVT/PUB- VLAN OOOO XXXJCXK.XXXXXX /24 0 Devekipmtntserwr* VLWM 001 _ PVT/PUB- VLAN OOOO XXXXXX.XXX.XXH/XX Internet CenturyLink Cloud - VAI Da ta Center City of Carlsbad -DR Replication- CLC Edge Firewall Active/Passive pair 8^ CLC Core Firewall KP Active/Passive pair I c DC2 Data Center Managed Services /HAN VLAN T001_PVT/PUB - VLAN 0 Datacenter Aggregation kSwItch Active/Passive pair VLAN T001_PVT/PUB-VLAN OOOO Xxx.XXX "X*. XSX;'27 Datacenter Aggregation .| Switch ' Active/Passive pair VLAN 001_ PVT/PUB-VLAN OOOO Xxx.xxx.xxx.xxx /24 0 VIAN 001 _ PVT/PUB- VLAN OOOO Xxx.xxx.xxx xxx /xx ATT MPLS Customer Routers Active/Passive pair Customer: City of Carlsbad Solution Engineer: Michael Phillips Creation Date; 8/13/15 Quote # Title: Colocation and CenturyLink Cloud Sales Rep: Mary Reber Revision Date: Version: 2.0 E-Line Opportunity 1 CenturyLink Business Customer Name: City of Carlsbad Sales Engineer: Craig Meinhardt Channel: BMG Opportunity Number: 20067407 Opportunity Date: Sep 3,2015 Valid Through: Nov 2,2015 Item Path Speed Term A POP ZPOP RTD Latency (ms) Actual Miles Miles for Pricing Mult EVC MRC NRC Total MRC 2 2 500 MBPS 5-Year SNVACAHZ WASIDCRG 70 3521 3521 S.OO SI.771.00 S.OO $1,771.00 Path CLLI Node Type NPA NXX Node Location Loop Provider Loop MRC Loop NRC Path CLLI Node Type NPA NXX Node Location Loop Provider Loop MRC Loop NRC 2 SNTCCAHB DC 408 988 DATA CENTER PROVIDER CENTURYLINK TECHNOLOGY SOLUTIONS 4650 OLD IRONSIDES DR, SANTA CLARA, CA 95054 ON NET S.OO S.OO 2 SNVACAHZ E-LINE 408 992 1400 KIFER RD, SUNNYVALE, CA 94086 2 HLRNCOFP E-LINE 720 945 9110 COMMERCE CENTER CIR, HIGHLANDS RANCH. CO 80129 2 KSCAM096 E-LINE 816 889 711 E 19TH ST, KANSAS CITY, MO 64108 2 IPLXINIF E-LINE 317 988 731 W HENRY ST, INDIANAPOLIS, IN 46225 2 LWCTOHAP E-LINE 740 657 8180 GREEN MEADOWS DR N, LEWIS CENTER, OH 43035 2 LTDLPAAO E-LINE 724 266 300 LEETSDALE INDUSTRIAL. DR, LEETSDALE. PA 150,56 2 HRBGPAML E-LINE 717 886 1979 N 7TH ST. HARRISBURG, PA 17101 2 PHLAPA03 E-LINE 215 979 2400 MARKET ST, PHILADELPHIA, PA 19103 2 BLTMMDDN E-LINE 443 263 111 MARKET PL. BALTIMORE, MD 21202 2 WASIDCRG E-LINE 202 996 1500 ECKINGTON PL NE, WASHINGTON. DC 20002 2 STNGVAEN DC 571 434 DATA CENTER PROVIDER CENTURYLINK TECHNOLOGY SOLUTIONS 45901 NOKES BLVD, FLR 1, SUIT 100. STERLING, VA 20166 ON NET S.OO S.OO Latency values stated In this quote are rough estimates only of round trip delay (RTD) expressed in milliseconds (ms) based on a standard delay rate multiplied by fiber distance and do not represent actual RTD performance. Actual latency may vary. CenturyLink does not guarantee estimated latency values. CenturyLink vvill work to provision service vvith minimal latency based upon available network facilities at the time of ordering. To obtain more information on measured latency values, contact your SWAT representative. This quote is valid for sixty (60) days from the opportunity date set forth above and shall not be binding between the parties if and until an order form is accepted by Qwest Communications Company, LLC D/B/A CenturyLink QCC. m X A location loop access type is EVA - 1000 MBPS PORT. (y^ Z location loop access type is EVA - 1000 MBPS PORT. E-Line pricing/service is subject to availability. Customer Signature AS TO FORM ?AUL GrEDMUNSON Assistant City Attorney City of Garlsbad -a E-Line Opportunity • 1 l^^^l CenturyLink Business Customer Name: City of Carlsbad Sales Engineer: Craig Meinhardt Channel: BMG Opportunity Number: 20067408 Opportunity Date: Sep 3,2015 Valid Through: Nov 2,2015 Item Path Speed Term A POP ZPOP RTD Latency (ms) Actual Miles Miles for Pricing Mult EVC MRC NRC Total MRC 3 3 700 MBPS 5-Year SNVACAHZ WASIDCRG 70 3521 3521 S.OO $2,132.00 $.00 $2,132.00 Path CLLI Node Type NPA NXX Node Location Loop Provider Loop MRC Loop NRC Path CLLI Node Type NPA NXX Node Location Loop Provider Loop MRC Loop NRC Path CLLI Node Type NPA NXX Node Location Loop Provider Loop MRC Loop NRC 3 SNTCCAHB DC 408 988 DATA CENTER PROVIDER CENTURYLINK TECHNOLOGY SOLUTIONS 4650 OLD IRONSIDES DR, SANTA CLARA, CA 95054 ON NET S.OO S.OO 3 SNVACAHZ E-LINE 408 992 1400 KIFER RD, SUNNYVALE, CA 94086 3 HLRNCOFP E-LINE 720 945 9110 COMMERCE CENTER CIR, HIGHLANDS RANCH, CO 80129 3 KSCAM096 1>LINH 816 889 711 E 19TH ST, KANSAS CITY, MO 64108 3 IPLXINIF E-LINE 317 988 731 W HENRY ST, INDIANAPOLIS, IN 46225 3 LWCTOHAP E-LINE 740 657 8180 GREEN MEADOWS DR N. LEWIS CENTER, OH 43035 3 LTDLPAAO E-LINE 724 266 300 LEETSDALE INDUSTRIAL DR, LEETSDALE, PA 15056 3 HRBGPAML E-LINE 717 886 1979 N7TH ST, HARRISBURG, PA 17101 3 PHLAPA03 E-LINE 215 979 2400 MARKET ST, PHILADELPHIA, PA 19103 3 BLTMMDDN E LINE 443 263 111 MARKET PL, BALTIMORE, MD 21202 3 WASIDCRG E-LINE 202 996 1500 ECKINGTON PL NE, WASHINGTON, DC 20002 3 STNGVAEN DC 571 434 DATA CENTER PROVIDER CENTURYLINK TECHNOLOGY SOLUTIONS 45901 NOKES BLVD, FLR 1, SUIT IOO, STERLING, VA 20166 ON NET $.00 S.OO Latency values stated in this quote are rough estimates only of round trip delay (RTD) expressed in milliseconds (ms) based on a standard delay rate multiplied by fiber distance and do not represent actual RTD performance. Actual latency may vary. CenturyLink does not guarantee estimated latency values. CenturyLink will work to provision service with minimal latency based upon available network facilities at the time of ordering. To obtain more information on measured latency values, contact your SWAT representative. This quote is valid for sixty (60) days from the opportunity date set forth above and shall not be binding between the parties if and until an order form is accepted by Qwest Communications Company, LLC D/B/A CenturyLink QCC. m X g; A location loop access type is EVA - 1000 MBPS PORT. Z location loop access type is EVA - 1000 MBPS PORT. E-Line pricing/service is subject to availability. Customer APPROVED AS TO FORM R^UL G. EDMONSON r/^Msistant Gity Attorney City of Garlsbad E-Line Opportunity CenturyLink Business Customer Name: City of Carlsbad Sales Engineer: Craig Meinhardt Channel: BMG Opportunity Number: 20067406 Opportunity Date: Sep 3,2015 Valid Through: Nov 2,2015 Item Path Speed Term A POP ZPOP RTD Latency (ms) Actual Miles Miles for Pricing Mult EVC MRC NRC Total MRC 1 1 1000 MBPS 5-Year SNVACAHZ WASIDCRG 70 3521 3521 S.OO $3,093.00 $.00 $3,093.00 Path CLLI Node Type NPA NXX Node Location Loop Provider Loop MRC Loop NRC 1 SNTCCAHB DC 408 988 DATA CENTER PROVIDER CENTURYLINK TECHNOLOGY SOLUTIONS 4650 OLD IRONSIDES DR, SANTA CLARA, CA 95054 ON NET $.00 S.OO 1 SNVACAHZ E-LINE 408 992 1400 KIFER RD, SUNNYVALE, CA 94086 1 HLRNCOFP E-LINE 720 945 9110 COMMERCE CENTER CIR, HIGHLANDS RANCH, CO 80129 1 KSCAM096 E-LINE 816 889 711 EI9TH ST, KANSAS CITY, MO 64108 I IPLXINIF E-LINE 317 988 731 W HENRY ST, INDIANAPOLIS, IN 46225 1 LWCTOHAP E-LINE 740 6.i7 8180 GREEN MEADOWS DR N, LEWIS CENTER, OH 43035 1 LTDLPAAO E-LINE 724 266 300 LEETSDALE INDUSTRIAL DR, LEETSDALE, PA 15056 1 HRBGPAML E-LINE 717 886 I979N7TH ST, HARRISBURG, PA 17IOI 1 PHLAPA03 E-LINE 215 979 2400 MARKET ST, PHILADELPHIA, PA 19103 I BLTMMDDN E-LINE 443 263 111 MARKET PL, BALTIMORE, MD 21202 I WASIDCRG E-LINE 202 996 1500 ECKINGTON PL NE, WASHINGTON, DC 20002 I STNGVAEN DC 571 434 DATA CENTER PROVIDER CENTURYLINK TECHNOLOGY SOLUTIONS 45901 NOKES BLVD, FLR 1, SUIT 100, STERLING, VA 20166 ON NET S.OO S.OO Latency values stated in this quote are rough estimates only of round trip delay (RTD) expressed in milliseconds (ms) based on a standard delay rate multiplied by fiber distance and do not represent actual RTD performance. Actual latency may vary . CenturyLink does not guarantee estimated latency values. CenturyLink vvill work to provision service with minimal latency based upon available network facilities at the time of ordering. To obtain more information on measured latency values, contact your SWAT representative. This quote is valid for sixty (60) days from the opportunity date set forth above and shall not be binding between the parties if and until an order form is accepted by Qwest Communications Company, LLC D/B/A CenturyLink QCC. A location loop access type is EVA - 1000 MBPS PORT. Z location loop access type is EVA - 1000 MBPS PORT. E-Line pricing/service is subject to availability. Customer Signature APPRO) TO FORM PAUl^ G. EDMONSON peAssistant City Attomey City of Carisbad