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Item #04 Authorization for the City to Execute a Contract with CenturyLink to Replace the Existing Telephone System and Data Network Following Completion of Negotiations by the City Manager and City Attorney
fIorida AGENDA ITEM COVER SHEET Meeting Date: May 20, 2014 Item # Ar Contact Name: Al Butler, Support Services Contact Number: 407 - 905 -3100, ext. 1543 Reviewed By: Department Director: City Manager: Subject: Authorization for the City to execute a contract with CenturyLink to replace the existing telephone system and data network following completion of negotiations by the City Manager and City Attorney. Background Summary: The city's present telephone system uses private branch exchange (PBX) equipment that is no longer available from a manufacturer that no longer exists. The assets of that company were acquired by another firm that no longer will provide software updates for the system. The PBX maintenance contract expires in July 2014. The PBX installation supports 230 landline telephone handsets and several other devices, such as fax machines and fire dispatch printers. Parallel with the telephone system, and frequently interconnected with it for transmission between sites, is the city's computer network, which is based on Cisco routers and switches that are reaching their economic and support limits. Thus, both the voice and data communications systems of the city need to be replaced this summer. Staff proposes a comprehensive solution for doing so by using a combination of services and equipment provided by CenturyLink, the local public - service telecommunications carrier. The city presently spends a total of $13,001.58 per month for landline service, PBX maintenance, and data transmission lines, plus another $1,350.00 a month to connect Fire Station 26 to the city's voice and data systems (this connection crosses a telephone exchange boundary). Collectively, PBX, voice, and data network services cost the city over $172,000 per year. There are also numerous telephone lines not connected to the PBX that provide dial -up service to such things as sanitary sewer lift station alarms. The data network, which also supports telephone communications between city facilities, uses a system of routers and switches almost exclusively provided by Cisco Systems. These products have a defined life during which support is provided by the manufacturer. Over the next 18 months, support for almost all the network components used by the city will end. Given level of service requirements for public safety data traffic, and the general expectation for city government to operate on a continuing basis, replacement of the network devices would be needed during FY 2015 at a cost of approximately $100,000. In addition to cost and reliability issues, the city's current network is centralized at City Hall, which requires the network to be structured like a star, with all traffic coming to City Hall for connection to the outside world. This design limits capacity and delays connectivity, as well as provides a single point of failure that can suspend communications for voice and data traffic citywide. Issue: Should the City Commission authorize the execution of a contract with CenturyLink for replacement and operation of the city's telephone and data network systems? Recommendations The Support Services Department recommends that the City Commission approve a change in how telephone and data network services are provided to city offices and staff via landline communications and authorize the City Manager and City Attorney to negotiate a final agreement along the general lines and costs presented here. The proposed replacement system uses hosted voice services, new digital handsets, and an integrated managed voice /data network supplied and maintained by CenturyLink at an annual cost of approximately $170,000. Thus, for the same cost as what we spend now just to support the voice telephone system, we will also get a new data network and operational support and maintenance services under a comprehensive level of service agreement. The new network will not be centered on City Hall. Instead, each location will have direct access to the Internet and the public telephone system, thereby eliminating the likelihood that all of city government will lose connectivity at one time. Redundant telephone switching centers will be provided by CenturyLink to even further reduce the possibility of system -wide failures. The 10 Internet access points to be provided by the replacement network will have a total of 550 MB of Internet access capacity, compared to the total of 20 MB of current capacity provided through a single connection. Voice handsets will be replaced with new equipment, as will the computer and voice network under the terms of a proposed 5 -year agreement. Existing published phone numbers and staff extension numbers will be preserved, as will the general operation of the call tree that is in place today for the city's centralized phone number of 407 - 905 -3100. The current system proposal includes $8,096.84 for additional switching equipment needed to handle traffic that goes beyond that of the voice system and $7,499.80 for installation and configuration labor. The time for installation following contract execution is expected to be about 90 days, so the change would occur near the end of the current fiscal year. The recommended system represents a change in existing services provided by a common carrier in accordance with established tariffs. Staff is recommending a different set of services from an existing contractor. Although only a change in the nature of service is proposed, staff did take this opportunity to explore alternative providers and solutions. A replacement PBX system had an upfront cost of almost $190,000 and an annual cost of $63,561. Hosted systems, such as the proposed voice over Internet protocol (VoIP) solution where a provider operates the PBX, offer the most benefits while preserving our historical costs. There are only two common carriers offering hosted service that operate in the Ocoee calling area: CenturyLink and Bright House Networks. Proposals were received from both companies following a period of considerable interaction with city staff. Equipment operation was demonstrated and network configurations compared. A higher cost proposal received from Bright House Networks was for $212,772 per year and did not include the managed network services for data communications, which made CenturyLink the preferred common carrier provider. Companies that provide hosted voice solutions of a similar type were contacted but ultimately rejected due to their being dependent on the facilities of others for transport. 2 Attachments: • CenturyLink Loyalty Advantage Agreement • CenturyLink Total Advantage Agreement • Product and Services (Centurion) Agreement for Additional Network Equipment • CenturyLink LAN Hardware and Migration Services Cost Proposal • CenturyLink Centurion Maintenance Agreement for Additional Network Equipment • Managed Office Essentials Voice /Data Price Proposal • Proposed Managed Office Network Design • Table showing the projected landline telephone cost impacts, by cost center Financial Impact: There is no net impact on the cost of telecommunications equipment and service fees presently paid by the city, although there will be significant savings in avoiding the cost of replacing the network equipment presently used for voice and data transmission within and between city locations. The only significant change in the cost of telecommunications and data network cost accounting will be in the charges allocated to individual cost centers. Primarily, those cost centers located in City Hall will see higher telephone and data costs, while those cost centers at other locations will see lower costs. These differences will primarily be accommodated through modification of telephone system budget allocations during the process of preparing the Fiscal Year 2015 Budget. The total telephone cost allocation to all cost centers will go from $12,638 to $15,384 per month, but this is the result of the revised allocation method used for telecommunications costs rather than an overall increase in costs. For example, computer network cost allocations, which were previously based on the number of computing devices, will be consolidated with the telephone costs due to the use of an integrated voice /data network. Additional cost savings are expected from other planned changes to the telephone system, such as modification of the calling plan used by lift station alarms. In order to fully determine the total cost of telecommunications services, it is necessary in the budget development process to also add the cost of service to locations not included in the CenturyLink system, such as the Forest Oaks Water Plant, which is in the AT &T calling area; the analog landlines serving alarm systems at lift stations; cellphone services; and Wi -Fi hotspots. It should also be noted that the proposed CenturyLink network replaces the Bright House Networks Metro -E point -to -point service that connects Fire Station 26 to City Hall at a monthly cost of $1,250 with an AT &T Premium connection at a monthly cost of $1,004. The cost of early termination of the Metro -E service is presently unknown. In addition, the Utilities Department plans to create a computer network at the Forest Oaks Water Plant, which is outside the CenturyLink service area; the cost of that expansion is not included here but is part of that department's budget. Type of Item: (please mark with an `k') Public Hearing For Clerk's Dept Use: Ordinance First Reading Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion & Direction Unginal Document/Contract Attached for Execution by City Clerk Reviewed by City Attorney Reviewed by Finance Dept. N/A N/A 3 Attachments Provided on Following Pages • CenturyLink Loyalty Advantage Agreement (5 pages) • CenturyLink Total Advantage Agreement (12 pages) • Product and Services (Centurion) Agreement for Additional Network Equipment (3 pages) • CenturyLink LAN Hardware and Migration Services Cost Proposal (1 page) • CenturyLink Centurion Maintenance Agreement for Additional Network Equipment (1 page) • Managed Office Essentials Voice /Data Price Proposal (1 page) • Proposed Managed Office Network Design (1 page) • Table showing the projected landline telephone cost impacts, by cost center (1 page) rd CENTURYLINK LOYAL ADVANTAGE' AGREEMENT This CenturyLink Loyal Advantage Agreement ( "Agreement ") is between CenturyLink Communications, LLC f /k/a Qwest Communications Company, LLC ( "CenturyLink ") and ( "Customer") and is effective on the date the last party signs it ( "Effective Date "). CenturyLink reserves the right to withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink before June 30, 2014. Using CenturyLink's electronic signature process for the Agreement is acceptable. Enter Customer's legal business name] CENTURYLINK COMMUNICATIONS, LLC Authorized Signature Name Typed or Printed Title Date Customer's address for notices: Customer's facsimile number (if applicable): Person designated for notices: Authorized Signature Name Typed or Printed title Date 1. Services. Customer may purchase the products and services ( "Services ") in service exhibits ( "Service Exhibits ") attached to the Agreement. The parties agree that any notation to the "CenturyLink Total Advantage Agreement" on the Service Exhibits will be disregarded and such exhibits will be governed by the Agreement. 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 Service Exhibits attached to the Agreement as of the Effective Date and incorporated by this reference are shown below. [Enter Services] 2. Term. Customer selects the following "Initial Term" of the Agreement: Select Term in Drop -down. The Initial Term begins on the Effective Date. At the end of the Initial Term, the Agreement will automatically renew for consecutive renewal periods equal to the Initial Term (a "Renewal Term ") if not terminated earlier in accordance with the Agreement. The Initial Term and each Renewal Term are referred to as the "Term." 3. Rates. Unless specified otherwise in a Service Exhibit, Services will receive the applicable rates specified in a Service Exhibit, valid Order Form, or CenturyLink- approved quote form, for the duration of the Initial Term. 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 Customer; 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 Customer's ordered Services that materially and adversely affects Customer, then Customer 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 Customer: (a) provides such notice within 30 days after the increase occurs; and (b) provides CenturyLink 30 days to cure such increase. If Customer does not provide CenturyLink such notice during the time permitted in this Section, Customer 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. Customer 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, Customer must also pay CenturyLink any applicable Taxes assessed in connection with Services. Taxes may vary and are subject to change. If Customer is exempt from any Tax, it must provide CenturyLink with an appropriately completed and valid Tax exemption certificate or other evidence acceptable to CenturyLink. CenturyLink is not required to issue any exemption, credit or refund of any Tax payment for usage before Customer's submission of valid evidence of exemption. Customer may access its invoices and choose paperless invoices online through CenturyLink Control Center located at controlcenter.centurylink.com. If Customer does not choose paperless invoices through Control Center, CenturyLink may in its discretion assess a $15 MRC for each full paper invoice provided to Customer or a $2 MRC for each summary/remit only (where available) paper invoice provided to Customer. Those charges will not apply to an invoice that is not available through Control Center. Customer's payments to CenturyLink must be in the form of electronic funds transfer (via wire transfer or ACH), cash payments (via previously- approved CenturyLink processes only), or paper check. CenturyLink reserves the right to charge administrative fees when Customer'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) the Confidential Information of the other party. Each party will use reasonable efforts to protect the other's Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. CenturyLink's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. CenturyLink will not be deemed to have accessed, received, or be in the possession of Customer Confidential Information solely by virtue of the fact that Customer transmits, receives, accesses or stores such information through its use of CenturyLink's Services. 6. CPNI. CenturyLink is required by law to treat CPNI confidentially. Customer agrees that CenturyLink may share CPNI within its business operations (e.g., wireless, local, long distance, and broadband services divisions), and with businesses acting on Page 1 of 5 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.050114 CENTURYLINK LOYAL ADVANTAGE AGREEMENT CenturyLink's behalf, to determine if Customer could benefit from the wide variety of CenturyLink products and services, and in its marketing and sales activities. Customer may withdraw its authorization at any time by informing CenturyLink in writing. Customer's decision regarding CenturyLink's use of CPNI will not affect the quality of service CenturyLink provides Customer. 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 CUSTOMER. 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 FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR COSTS OF COVER. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF FORESEEABILITY. 9.2 Claims Related to Services. For Customer's claims related to Service deficiencies or interruptions, Customer's exclusive remedies are limited to: (a) those remedies set forth in the SLA for the affected Service or (b) the total MRCs or usage charges paid by Customer for the affected Service in the one month immediately preceding the event giving rise to the claim if an SLA 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 Customer to CenturyLink under the Agreement in the three months immediately preceding the event giving rise to the claim ( "Damage Cap "). The Damage Cap will not apply to a party's obligations under the Responsibilities Section below or Customer's payment obligations under the Agreement. 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 of the Agreement and related to personal injury or death, or damage to personal tangible property that is alleged to have been caused by the negligence or willful misconduct of the responsible party. To the extent permitted under law, Customer also agrees to be responsible for all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees against CenturyLink, its Affiliates, and contractors, related to the modification or resale of the Services by Customer or End Users, or any AUP violation. 11. Termination. 11.1 Service. Either party may terminate an individual Service or a Service Exhibit: (a) in accordance with the individual Service Exhibit's term requirements with 60 days' prior written notice to the other party, or (b) for Cause. If Service or a Service Exhibit is terminated by Customer for Convenience or by CenturyLink for Cause, then Customer will pay Cancellation Charges. 11.2 Agreement. Either party may terminate the Agreement and all Services by: (a) providing written notice to the other party of its intention not to renew the Agreement at least 60 days prior to the expiration of the then current Term or (b) for Cause. Cause to terminate an individual Service Exhibit will not constitute Cause to terminate the Agreement; rather, Cause to terminate the entire Agreement for Service- related claims will exist only if Customer has Cause to terminate all or substantially all of the Services under the applicable SLA, Service Exhibit, RSS or Tariff. If the Agreement is terminated by Customer for Convenience or by CenturyLink for Cause prior to the conclusion of the Term, then Customer will pay the higher of: (c) the Early Termination Charge or (d) the total Cancellation Charges that apply for terminating all CenturyLink Services at the time the Agreement is terminated. 11.3 Unpaid Charges. Customer will remain liable for charges accrued but unpaid as of the termination date. 12. Non - Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations, including but not limited to applying for Universal Service Fund Discounts as described in the Federal Communications Commission Docket No. 96 -45; (c) Customer agrees it will not use non - appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring an Early Termination Charge or Cancellation Charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. Page 2 of 5 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.050114 CENTURYLINK LOYAL ADVANTAGE' AGREEMENT 13. Miscellaneous. 13.1 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. 13.2 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, 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. 13.3 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. 13.4 ARRA. Customer will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement. 13.5 HIPAA. CenturyLink does not require or intend to access Customer data in its performance hereunder, including but not limited to any confidential health related information of Customer's clients, which may include group health plans, that constitutes Protected Health Information ( "PHI "), as defined in 45 C.F. R. §160.103 under the Health Insurance Portability and Accountability Act of 1996 ( "HIPAA Rules "). Any exposure to PHI will be random, infrequent and incidental to CenturyLink's provision of Service and is 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). As such, if Customer is a Covered Entity or Health Care Provider under the HIPAA Rules or supports the health care industry, CenturyLink and Customer agree that CenturyLink is not a "Business Associate" or "Covered Entity' under the HIPAA Rules for the purposes of the Agreement. 13.6 Installation, Maintenance and Repair (a) Provision of Services is subject to availability of adequate capacity and CenturyLink's acceptance of a complete Order Form. (b) Customer will reasonably cooperate with CenturyLink or its agents to install, maintain, and repair Services. Customer will provide or secure at Customer's expense appropriate space and power; and rights or licenses if CenturyLink must access the building of Customer's premises to install, operate, or maintain Service or associated CenturyLink equipment. CenturyLink may refuse to install, maintain, or repair Services if any condition on Customer's premises is unsafe or likely to cause injury. (c) Customer is responsible for any facility or equipment repairs on Customer's side of the demarcation point. Customer may request a technician dispatch for Service problems. Before dispatching a technician, CenturyLink will notify Customer of the dispatch fee. CenturyLink will assess a dispatch fee if it determines the problem is on Customer's side of the demarcation point or was not caused by CenturyLink's facilities or equipment on CenturyLink's side of the demarcation point. 13.7 Governing Law; Dispute Resolution. (a) Billing Disputes. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer makes timely payment of all undisputed charges when due and provides CenturyLink with a written explanation of the reasons for Customer's dispute of the charge within 90 days after the invoice date of such amount. If CenturyLink determines, in its good faith, that the disputed charge is valid, CenturyLink will notify Customer and within five business days after CenturyLink's notification, Customer must pay the charge and accrued interest. (b) Governing Law; Forum. The Agreement will be governed by the laws of the State in which the Customer's principal office is located without regard to its choice of law principles. Any legal proceeding relating to the Agreement will be brought in a U.S. District Court, or absent federal jurisdiction, in a state court of competent jurisdiction, in Denver, Colorado. (c) Waiver of Jury Trial and Class Action. 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. If for any reason the jury trial waiver is held to be unenforceable, the parties agree to binding arbitration for any dispute relating to the Agreement under the Federal Arbitration Act, 9 U.S.C. § 1, et. seq. The arbitration will be conducted in accordance with the JAMS Comprehensive Arbitration Rules. Judgment upon the arbitration award may be entered in any court having jurisdiction. (d) Limitations Period. Any claim relating to the Agreement must be brought within two years after the claim arises other than Customer disputing an amount in an invoice, which must be done by Customer within 90 days after the invoice date of the disputed amount. 13.8 No Resale; Security. Customer represents that it is not a reseller of any telecommunication services provided under this Agreement as described in the Telecommunications Act of 1996, as amended, or applicable state law and acknowledges it is not entitled to any reseller discounts under any laws. CenturyLink has adopted and implemented, and will maintain, a corporate information security program designed to protect Customer information, materials and data accessed and possessed by CenturyLink from loss, misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. CenturyLink's standard service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. Page 3 of 5 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.050114 CENTURYLINK LOYAL ADVANTAGE AGREEMENT Customer is responsible for selecting and using the level of security protection needed for all Customer data stored or transmitted via the Service and using reasonable information security practices, including those relating to the encryption of data. 13.9 Assignment. Either party may assign the Agreement without the other party's prior written consent: (a) in connection with the sale of all or substantially all of its assets; (b) to the surviving entity in any merger or consolidation; or (c) to an Affiliate provided such party gives the other party 30 days' prior written notice. Any assignee of the Customer must have a financial standing and creditworthiness equal to or better than Customer's, as reasonably determined by CenturyLink, through a generally accepted, third party credit rating index (i.e. D &B, S &P, etc.). Any other assignment will require the prior written consent of the other party. 13.10 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 Customer, 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. 13.11 Websites. References to websites in the Agreement include any successor websites designated by CenturyLink. 13.12 Required Notices. Unless provided otherwise in the Agreement, all required notices to CenturyLink must be in writing, sent to 1801 California St., #900, Denver, CO 80202; Fax: 888 - 778 -0054; Attn.: Legal Dept., and to Customer as provided above. All notices are effective: (a) when delivered via overnight courier mail or in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail; or (c) when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 13.13 Service Termination Notices. Customer's notice of termination for CenturyLink QCC Services must be sent via mail, facsimile or e-mail to: CenturyLink, Attn.: GBM Disconnects, 112 Sixth St., Bristol, TN 37620, Fax: 866.887.6633, e-mail: GBMdisconnectsC( CenturyLink.com Such termination is effective 30 days after CenturyLink's receipt of the notice, unless a longer period is otherwise required. For Services under the Select Advantage Service Exhibit, Customer must call the customer care number specified on Customer's invoice to provide notice of termination. 13.14 Entire Agreement. The Agreement (including any applicable Service Exhibit, CenturyLink accepted Order Forms, and all referenced documents) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or understandings relating to the same service, ports, or circuits at the same locations as covered under the Agreement. 14. 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 gwest.centurylink.com /legal / . "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 termination. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breach, within 30 days after written notice. "CenturyLink QCC" means the former Qwest Communications Company, LLC d /b /a CenturyLink QCC. On April 1, 2014, CenturyLink completed an internal reorganization resulting in the merger of multiple CenturyLink owned companies into Qwest Communications Company, LLC. Simultaneously with the merger, Qwest Communications Company, LLC changed its name to CenturyLink Communications, LLC. The term "CenturyLink QCC" refers to the former "d /b /a CenturyLink QCC" company and not to any other CenturyLink owned companies now a part of CenturyLink Communications, LLC. "Confidential Information" means any information that is not generally available to the public, whether of a technical, business, or other nature, (including CPNI), and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; or (b) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect the information from disclosure. Confidential Information will not include information that is in the public domain through no breach of the Agreement by the receiving party or is already known or is independently developed by the receiving party. "Convenience" means any reason other than for Cause. "CPE" means any customer equipment, software, and /or other materials of Customer used in connection with the Service. "CPNI" means Customer Proprietary Network Information, which includes confidential account, usage, and billing - related information about the quantity, technical configuration, type, destination, location, and amount of use of a customer's telecommunications services. CPNI reflects the telecommunications products, services, and features that a customer subscribes to and the usage of such services, including call detail information appearing in a bill. CPNI does not include a customer's name, address, or telephone number. "Early Termination Charge" means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. "End User" means Customer's members, end users, customers, or any other third parties who use or access the Services or the CenturyLink network via the Services. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire, explosion, lightning, hurricane, labor dispute, cable cuts by third parties, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. "ISS" means CenturyLink's Information Services Schedule incorporated by this reference and posted at: http://www.centuUlink.com/tariffs/qcc info services pdf Page 4 of 5 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.050114 CENTURYLINK LOYAL ADVANTAGE AGREEMENT "MRC" means monthly recurring charge. "NRC" means nonrecurring charge. "Order Form" includes both order request forms and quotes issued by CenturyLink. If a CenturyLink service requires a quote to validate the Order Form pricing, the quote will take precedence over the order request form, but not over the Service Exhibit. "Regulatory Activity" is a regulation or ruling by any regulatory agency, legislative body or court of competent jurisdiction. "RSS" means as applicable CenturyLink's Rates and Services Schedules incorporated by this reference and posted at http: / /www.centurylink.com /tariffs /fcc qcc ixc rss no 2.pdf for CenturyLink's International RSS and at http: / /www.centurylink.com /tariffs /fcc qcc ixc rss no 3.pdf for CenturyLink'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.centurylink.com /tariffs "Tax" or "Taxes" means foreign, federal, state, and local excise, gross receipts, sales, use, privilege, or other tax (other than net income) now or in the future imposed by any governmental entity (whether such Taxes are assessed by a governmental authority directly upon CenturyLink or the Customer) attributable or measured by the sale price or transaction amount, or surcharges, fees, and other similar charges that are required or permitted to be assessed on the Customer. These charges may include state and federal Carrier Universal Service Charges, as well as charges related to E911, and Telephone Relay Service. Page 5 of 5 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.050114 CENTURYLINK TOTAL ADVANTAGE' AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT 1. General; Definitions. Capitalized terms not defined herein are defined in the Agreement. CenturyLink QCC on behalf of itself and its Affiliates ( "CenturyLink ") will provide Managed Office Essentials Service ( "Managed Office Essentials" or "Service ") under the terms of the Agreement and this Service Exhibit. "CenturyLink- Approved 911 Location" means Customer's current 911 location that is displayed on the My 911 Location page of the MyAccount: VoIP portal, which may be the 911 location of a Customer PPU, or an updated temporary location that CenturyLink has previously approved. Service may only be used at a CenturyLink- Approved 911 Location. "Customer Environment" means Customer's data network/equipment and premises environment. "Demarcation Point" is: (a) the physical interface between the CenturyLink domestic network and Customer's telecommunications equipment or (b) the physical interface between a local access provider connecting the CenturyLink domestic network to Customer's telecommunications equipment. "Estimated Availability Date" means CenturyLink's target date for the delivery of that Service. CenturyLink will use commercially reasonable efforts to install each such Service on or before the Estimated Availability Date, but the inability of CenturyLink to deliver Service by such date is not a default. "EULA" means an end user license agreement for software of CenturyLink or a third -party provider. Customer End Users must accept a EULA before downloading certain software for use with the Service. "Extended Wiring" means additional wiring required for orders where the Customer requested termination point for Service is not located in the same location as the Demarcation Point. "Off -Net Calls" means any calls that are not (a) local calls, (b) 8xx outbound calls, or (c) On -Net Calls. "On -Net Calls" means calls between the Service and any of the following CenturyLink QCC Services: Hosted VoIP, SIP Trunk, Managed VoIP, Analog VolP, Digital VolP, or Integrated Access services that are transmitted through the Service entirely over the CenturyLink QCC IP network and not the public switched telephone network ( "PSTN ") or another carrier's IP network. "PPU" means the location given by the Customer as the Primary Place of Use for a particular TN or 8xx TN. "Soft Phone" means software for an IP enabled device that allows Customer's End Users to use the Service to make and receive calls on the device. "Start of Service Date" means the date Customer accepts the Service. Customer will have five days from CenturyLink's ready notification to test the Service. Within the five -day timeframe, if Customer neither informs CenturyLink about errors nor accepts the Service, Service will be considered to have been accepted, regardless of whether Customer placed traffic over the circuit. If Customer informs CenturyLink of Service errors within the five -day timeframe, CenturyLink will promptly take necessary, reasonable action to correct the errors, and upon correction, notify Customer that Service is ready. 2. Service. Service bundles CenturyLink monitoring and network management with a package of specific transport and customer premises equipment. Service includes: (a) network connections (a Local Access connection and a Port), (b) customer premises equipment (rental), (c) VoIP phone service, and (d) limited optional features. Customer must order Service on a per seat basis. Each Customer location has a minimum seat requirement (depending on bandwidth). Service includes Customer support that is available on a 24x7, 365 day basis. Managed Office Essentials does not include the provisioning of, or the management of, any service or component that is not specified as part of the Service. CenturyLink will not provide management of a handset if the handset is moved to a location other than the Customer location identified in the Pricing Attachment. Service is subject to availability. 2.1 Transport. "Transport" means a Local Access connection and an Internet Port, Private Port, or Enhanced Port ( "Ports') with Quality of Service (QoS) to the CenturyLink network located within the contiguous U.S. states and Hawaii, which is comprised only of physical media, including switches, circuits, and ports that are operated by CenturyLink. Internet Ports provide public Internet connectivity, Private Ports provide WAN connectivity between Customer sites, and Enhanced Ports provide the functionality of both an Internet Port and a Private Port. "Local Access" provides the physical connection between the Service Address and the CenturyLink Domestic Network. The Local Access "Service Address" is the business building where Customer receives the Service. CenturyLink will not provide Service to a residential location, even if business is conducted at that location. Local Access includes any entrance cable or drop wire to, and equipment maintained by CenturyLink at the Demarcation Point, but does not include CPE, Extended Wiring, inside wiring, or other equipment not maintained by CenturyLink unless stated otherwise in the Pricing Attachment. Customer is responsible for any additional terminations beyond the Demarcation Point. Construction charges apply if the Local Access provider notifies CenturyLink that special construction is required to provide Service or other activities that may cause CenturyLink to incur expenses for provisioning the Service. If CenturyLink notifies Customer that construction is required to provision a Service order and Customer does not approve the construction, Customer may cancel that order before the Start of Service Date with no Cancellation Charges. Customer may experience delayed installation intervals due to construction requirements. All equipment owned by CenturyLink remains property of CenturyLink. Customer disclaims any interest in any equipment, property or licenses used by CenturyLink to provide Service. Neither Customer nor any End Users will own or route IP addresses. Upon termination of Service, Customer's access to the IP addresses will cease. Unless the parties otherwise agree in writing, Customer has sole responsibility for ordering, securing installation and ensuring proper operation of any and all equipment required to enable Customer to receive the Service. (a) ELA and Special Access. Ethernet Local Access ( "ELA ") is available as Native Premier Identical at 3, 5, 7, 9, or 10 —100 Mbps (in 10 Mbps increments) unless stated otherwise in the Pricing Attachment. "Native Premier Identical" is a layer 2, switched, native service using the highest grade metro Ethernet offering from the local access provider and may be used to support QoS for real time traffic. "Special Access" is Local Access that uses digital signal bandwidths DS1, 2xDs1, 3xDs1, and 4xDs1, Ancillary charges may apply. CenturyLink will notify Customer of the ancillary charge to be billed to Customer. Customer may either approve or disapprove CenturyLink providing the ancillary service. CenturyLink will consider the ancillary service request canceled upon Customer NSP #: Page 1 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 CENTURYLINK TOTAL ADVANTAGE AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT disapproval. Types of ELA and Special Access include "CenturyLink Provided Access" or "CLPA," which means either On -Net Access or Leased Access. (i) On -Net Access. "On -Net Access" means local backbone access circuits provided solely on CenturyLink owned and operated facilities. For On -Net Access, Customer must be located in a CenturyLink designated building in which On -Net Access is generally available. Depending on the Service Address, On -Net Access may be provided through an existing CPOP, newly built CPOP, existing intra - building local loop facilities, or connections to a third party provider where CenturyLink coordinates the connectivity between CenturyLink facilities and facilities of a service provider with whom CenturyLink is interconnected. "CPOP" means a CenturyLink - owned physical point of presence that lies directly on the CenturyLink Domestic Network where direct interconnection between the CenturyLink Domestic Network and a local access provider's network is possible. (ii) Leased Access. "Leased Access" means local backbone access circuits ordered and leased by CenturyLink from a local access provider chosen by CenturyLink. Customer may request a specific local access provider for Leased Access from a list of available providers with whom CenturyLink has interconnect agreements. CenturyLink will attempt to use the Customer requested provider, but both final routing and the provider actually used will be chosen by CenturyLink. 2.2 Network Management. Network management includes 24x7x365 remote performance monitoring, reporting, and ticketing via an online portal for devices supported by CenturyLink, total customer agency, and change management (up to 24 configuration changes per year) of complex routing functions within routers, switches, and firewall modules, and Internet security protocol ( "IPSec "). Customer may make change management requests via Control Center at https : / /controicenter.centurylink.com or call Managed Office Essentials customer support. CenturyLink will provide Customer with a nonexclusive service engineer team, which will maintain a Customer profile for the portion of the Customer's network where the devices covered by network management reside. Customer must execute the attached Letter of Agency to authorize CenturyLink to act as Customer's agent solely for the purpose of accessing Customer's transport services. IPSec is only available on approved devices. IPSec opportunities greater than 25 devices or with other manufacturer's devices require CenturyLink pre -order approval. Network management does not include new CPE initial configuration, lab testing, lab modeling, or on -site work of CPE. 2.3 Approved CPE. "Approved CPE" or "CPE" means pre - selected rental hardware /software /licenses listed on CenturyLink Approved Vendor CPE list. This will include Customer premises switches and routers, and IP enabled devices (e.g. handsets) designated by CenturyLink and specifically configured for Managed Office Essentials. (a) Delivery and Return. CPE will be delivered to Customer's location as identified, in writing, by Customer. Delivery will be made either by F.O.B. origin, freight paid by Customer, or personal delivery by CenturyLink. CPE will be installed as designated herein, or as otherwise agreed upon by the parties. Upon termination of Service, or when Customer replaces CPE with upgraded models, Customer must return terminated or replaced CPE at its own expense within 15 calendar days of termination or replacement. CenturyLink will provide Customer with return instructions. Customer will deliver CPE to CenturyLink in the same condition it was on the Effective Date, normal wear and tear excepted, and give CenturyLink written notice of such return. If CPE is not returned within 15 calendar days of termination, Customer will become owner of and bear all responsibility for the terminated or replaced CPE and CenturyLink may invoice Customer the then - current value of the applicable CPE model ( "Replacement Cost "). (b) Ownership and Use. Except as provided in the "Delivery and Return" section above. CPE is the personal property of CenturyLink, its designee or a third party provider, notwithstanding that the CPE, or any part thereof, may be affixed or attached to Customer's real property or any improvements thereon. Customer has no right or interest to the CPE other than as provided herein and will hold the CPE subject and subordinate to the rights of CenturyLink. Customer will: (a) at its own expense, keep the CPE free and clear of any claims, liens, and encumbrances of any kind; and (b) make no alterations or affix any additions or attachments to the CPE, except as approved by CenturyLink in writing. Customer will not remove, alter or destroy any labels on the CPE and will allow CenturyLink the inspection of the CPE at any time. As between CenturyLink and Customer, Customer will bear the entire risk of loss, theft, casualty, destruction or damage to the CPE following delivery from any cause whatsoever (collectively, "Loss "), until returned to CenturyLink. Customer will indemnify, defend and hold harmless CenturyLink its affiliates, and contractors for any such Loss. Customer agrees to advise CenturyLink in writing within five business days of any such Loss. In no event will such Loss relieve Customer of the obligation to pay CenturyLink any amounts due hereunder. (c) Software. Software licensor has retained title to the software. To the extent possible, CenturyLink grants Customer a software license or sublicense in the software according to the licensing agreement accompanying such software, which extends only to Customer's own internal business use of such software and only on or with the designated CPE. Software must be held in confidence and may not be reproduced unless specifically authorized by the software licensor. Customer is prohibited from reverse engineering, decompiling or disassembling the CPE or otherwise attempting to derive the source code of the software. All CPE is subject to the terms and conditions set forth in the manufacturer's or publisher's warranty or end -user license. (d) Insurance. Customer will, provide and maintain, at Customer's own expense, at all times 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 additional 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" rating of A- VII (A- 7). Upon request, Customer will deliver to CenturyLink insurance certificates evidencing such insurance. (e) Installation, Maintenance and Safety Compliance. Installation, maintenance or other labor provided to Customer pursuant to this Agreement is subject to, and controlled by, Detailed Description(s) which are posted at qwest.centurylink.com /legal/ and are incorporated by reference and made a part of this Service Exhibit. Unless otherwise stated in the Service Exhibit, Approved CPE NSP #: Page 2 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 CENTURYLINK TOTAL ADVANTAGE AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT maintenance is provided under the Pro -MET® On -Site Premium Service, which is posted at qwest.centurylink.com /legal/ and is incorporated by reference and made a part of this Service Exhibit. CenturyLink may change the Detailed Descriptions at any time and such change will be effective upon posting to the Web site. Customer must inform CenturyLink of the existence, location and condition of any Hazardous Substances that may be in or around the CenturyLink work area. "Hazardous Substance" means a substance regulated by any safety regulation and includes, without limitation, asbestos. Customer will indemnify and hold CenturyLink harmless from any fines or other liability of CenturyLink arising from Customer's failure to inform CenturyLink of hazardous substances. (f) CPE Replacement Charge. If Approved CPE is replaced due to loss or damage not covered by maintenance under the applicable Detailed Description, Customer will pay: (a) the Replacement Cost for the damaged CPE, and (b) a one -time charge to cover CenturyLink's cost to ship the new CPE. If Customer requires on -site assistance from CenturyLink to install the replacement CPE, an additional dispatch charge will apply. CenturyLink will quote the charges in advance, obtain Customer's approval, and invoice the charges within 60 days. Customer is responsible for any claim for reimbursement from its insurance carrier. The terms and conditions in this Service Exhibit will continue to apply. Replacement CPE may or may not be the same model. Approved CPE may be set forth in a Rental CPE Rate Attachment. 2.4 Hosted VoIP. Hosted VoIP is an Internet Protocol ( "IP ") application that provides real time, two -way voice capability in IP over a broadband connection. An administrator portal enables the Customer administrator, within the scope of the Service, to set up End Users and implement calling restrictions. Local calls, 8XX outbound calls, and On -Net Calls are included in the seat MRCs. The local calling service area for a seat number is based on the area code and prefix assigned to the seat and does not depend on Customer's physical location. CenturyLink will apply an additional charge for domestic 8XX inbound service and Off Net calls if Customer exceeds the waived minutes of use specified in the Pricing Attachment. International inbound 8XX calls are not provided or priced as an optional service, and Customer is responsible for obtaining such service pursuant to separate agreement(s) and separate charges. Optional features for inbound 8XX calls are available under the terms, conditions and pricing of the RSS and ISS. CenturyLink is required by the FCC to state in the Agreement that Customer is prohibited from using any toll free telephone number, or other telephone number advertised or widely understood to be toll free, in a manner that would violate FCC rule 47 CFR 64.1504. Domestic long distance and domestic inbound toll free pricing for Managed Office Essentials is shown in the Domestic Outbound Off -Net LID and Domestic Inbound 8XX Pricing table in the Pricing Attachment. IP Communicator and Mobile Soft Phone are software that allow Customer End Users to utilize the calling features of the Service on a Customer PC (IP Communicator) or a MAC or Android device (Mobile Soft Phone). Customer End Users must accept a EULA when downloading the IP Communicator or Mobile Soft Phone software. A charge applies for each IP Communicator and for each device where Mobile Soft Phone is installed. Customer may purchase optional features set forth in the Pricing Attachment for additional charges. Service Conditions. 3.1 Site Conditions. Customer Environment must meet certain performance specifications designated by CenturyLink. Customer must ensure that its Customer Environment is fully prepared for the convergence of voice and data services, and will continue to meet specifications designated by CenturyLink during the Service Term. Customer is responsible for fully understanding how changes in its data network such as new data network applications, increased usage, movement of Customer personnel, and equipment failures, will affect voice quality and reliability of the Service. CenturyLink has no liability for Service deficiencies or interruptions caused by Customer, its employees, contractors or agents, or End Users reconfiguring or misconfiguring any Transport or Approved CPE, or failures or malfunctions in the Customer Environment. If CenturyLink determines in the technical interview that the Customer Environment does not meet the specifications needed to use the Service, Customer may terminate the Service without liability for any Cancellation Charge. 3.2 Access; Installation. Customer must provide CenturyLink or its representative access to the Customer premises to the extent reasonably determined by CenturyLink for the installation, repair, replacement, inspection and scheduled or emergency maintenance of the Service. If additional site visits are required, time and material charges may apply at CenturyLink's then current rates. Customer must provide a safe place to work at its premises and comply with all laws and regulations regarding the working conditions at its premises. Customer must provide all information and perform all actions reasonably requested by CenturyLink to facilitate installation of the Service. If Customer restricts CenturyLink's ability to access devices or applications, CenturyLink may not be able to perform Managed Office Essentials support. Customer may be responsible for supporting CenturyLink in access, troubleshooting, and configuration requests made in accordance with normal troubleshooting and repair support activities. It is not mandatory that Customer have a POTS line but Customer must understand that CenturyLink will not be able to troubleshoot issues if the device covered by the Service cannot be reached. Customer's primary technical interface person must be available during any remote installation process. 3.3 Off -Net Call Billing. Off -Net Call charges are quoted in full minutes. Each domestic Off -Net Call is measured and billed for an initial 18 seconds and rounded up to the next 6 second increment after the first 18 seconds. Domestic Off -Net Calls are also subject to a 30 second minimum average time requirement ( "MATR ") per call. If the MATR is not met in a particular month, CenturyLink may add $0.01 to the per minute charge for all domestic Off -Net Calls during that month. Each international Off -Net Call (except to Mexico) is measured and billed for an initial 30 seconds and rounded up to the next 6 second increment after the first 30 seconds. Each International Off -Net Call to Mexico is measured and billed for an initial one minute and rounded up to the next minute after the first minute. 3.4 Non - Completed Calls. "Non- completed Call Percentage Threshold" means 30% of all attempted calls, both completed and non - completed. If the percentage of Customer's calls that do not complete (out of all attempted calls) meets or exceeds the Non - completed Call Percentage Threshold for any given monthly billing cycle, CenturyLink may, upon 30 calendar days notice to Customer, disconnect any and all circuit(s) providing Service on which the Non - completed Call Percentage Threshold was exceeded. NSP #: Page 3 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 CENTURYLINK TOTAL ADVANTAGE AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT 3.5 Unsupported Calls. Service does not support operator services, collect, third party billing or calling card calls. Service may not support 311, 511 and /or other x11 services (other than 911, 711 and 411 dialing) in all service areas. Service does not support any outgoing calls from seats that are not associated with an IP handset or Soft Phone (i.e., from a Voice Mail Only Seats), unless another telephony device from which the call can be originated via the End User Portal is used. Service does not support remote shared call appearances ( "Remote SCAB "). Customer is specifically instructed not to enable Remote SCAs on its IP devices used with the Service. Additional information regarding potential issues with Remote SCAs is found in the "911 Emergency Service" section. 3.6 Area of Use. Service is intended to be used only at one of the Customer PPU locations in the United States (not including U.S. territories). Additionally, Customer may not use IP enabled stationary devices that are assigned to, designated for, or configured for use at one PPU location in any other location, unless Customer has requested a temporary change of its 911 location, and has received approval and the 911 Update Confirmation from CenturyLink as set forth in the "Use of Service at a Temporary Location" section below. 911 emergency calls automatically route to the appropriate 911 center based upon the CenturyLink- Approved 911 Location. If Customer or an End User tries to use the Service (i) at a location other than a CenturyLink- Approved 911 Location (including without limitation, using IP enabled devices assigned to, designated for, or configured for use at one location in a different location) or (ii) outside of the United States (including in any U.S. territories), they do so at their own risk (including without limitation, the risk that Customer will not have access to 911 emergency services and /or such activity violates local laws in the jurisdiction where Customer or an End User tries to use the Service). 3.7 Use of Service at a Temporary Location. Customer may temporarily use the Service at a location other than the Customer PPU location only after obtaining CenturyLink's approval either (i) by contacting CenturyLink at 1- 877 - 878 -7543 or (ii) by submitting a 911 location change request through the MyAccount: VoIP portal. Customer must submit a 911 location change request both before using Service at the temporary location and before returning to the Customer PPU location. Failure to obtain CenturyLink's approval is prohibited and constitutes a misuse of the Service. Such misuse will result in 911 calls being routed to the incorrect 911 operator based on incorrect address information. Use of Service at a temporary location may not exceed six (6) months in duration. Upon submission of Customer's 911 location change request, CenturyLink will reject the request, or accept and begin processing the request. Customer is responsible for checking the My 911 Location page of the portal to confirm if the request was rejected or accepted. Customer will be notified of the 911 Update Interval (defined in the 911 Emergency Service Attachment) at the time the request is accepted via the My 911 Location page of the portal. Upon completion of the 911 location change and the 911 Update Interval, an e-mail will be sent to Customer's e-mail address of record notifying Customer that 911 service has been successfully moved and is ready for use ( "911 Update Confirmation "). In the event Customer does not receive such confirmation by expiration of the 911 Update Interval, Customer agrees to contact CenturyLink at 1- 877 - 878 -7543. Any 911 calls placed prior to receiving the 911 Update Confirmation will be routed according to the last CenturyLink- Approved 911 Location. If, upon submission of a 911 location change request, CenturyLink rejects the change request, Customer understands that CenturyLink has not approved using the Service at that new location and, as such, Customer is prohibited from using the Service there. To ensure proper routing of calls to 911, Customer and its End Users must not install or use IP handsets or Soft Phones with the Service to dial 911 at another address without following the above address change process. 3.8 Compliance. The Service cannot be used for any unlawful, abusive, or fraudulent purpose, including without limitation, using the Service in a way that: (i) interferes with CenturyLink's ability to provide service to CenturyLink customers; (ii) avoids Customer's obligation to pay for communication services; (iii) constitutes a criminal offense; (iv) gives rise to a civil liability; or (v) otherwise violates any laws. Without limiting the foregoing, the Service cannot be used for auto - dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for uses that result in excessive usage inconsistent with normal usage patterns. 3.9 Authorized Use. Customer and its End Users are the only parties authorized to access the Service. Customer and its End Users are responsible for maintaining the confidentiality of passwords used by Customer and its End Users and will ensure that all use of the Service complies with the Agreement and this Service Exhibit. Customer is responsible for unauthorized use of the Service. 3.10 Power Outages; Internet Connectivity, Customer Data Network and CPE Failures; Maintenance Work; Moving Equipment. The Service will not operate (including, without limitation, End Users will be unable to access emergency 911 services) if any of the following items fail: (i) power used with the Service; (ii) the Internet connectivity used with the Service (including without limitation, failures caused by suspension or termination of the Internet connectivity under the terms of that service); (iii) the Customer Environment; (iv) the approved router; (v) Customer premises routers and switches; or (vi) the IP enabled devices used with the Service. Additionally, the Service will not operate (including, without limitation, End Users will be unable to access emergency 911 services) (vii) while maintenance work is being performed; (viii) if the SIP signaling interface fails; or (ix) if equipment used with the Service is moved from the Customer PPU location (equipment is assigned to, designated for, or configured for use at one location and may not be used in any other location including without limitation to another location where CenturyLink installed Service). If Customer has requested a temporary change of its 911 location, and has received approval and the 911 Update Confirmation from CenturyLink as set forth in the "Use of Service at a Temporary Location" section above, Customer may move the IP stationary device (handset) or Soft Phone only. 3.11 Local Number Portability. If Customer is not utilizing a new number for Service, but rather is transferring an existing phone number, which currently is subscribed to a carrier other than CenturyLink for local, local toll and /or long distances telecommunications services ( "Porting "), then Customer authorizes CenturyLink to process its order for Service and to notify Customer's local telephone company of Customer's decision to switch its local, local toll and long distance services to the Service. CenturyLink's approved porting window is 7:00 a.m. to 7:00 p.m. eastern time. The Start of Service Date and commencement of billing will not depend on completion of Porting. If Customer requests cancellation of Service, it is Customer's sole responsibility to arrange porting of any telephone numbers Customer wants to retain. If porting of numbers is not completed within 30 days following Customer's request for Service cancellation, CenturyLink may terminate Service and Customer will lose all telephone numbers. There may be limitations to number NSP #: Page 4 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 CENTURYLINK TOTAL ADVANTAGE' AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT porting between providers. Due to the portability of VoIP services, for example, providers may allow non - geographic numbers to be used in connection with their service. CenturyLink will deny a request to port a TN to a location that is not within the rate center where the Service will be used. Other limitations might also apply and can be addressed on an individual basis. 3.12 Privacy. CenturyLink, its affiliates and third -party vendors, may access and use information regarding Customer bandwidth usage and performance of Approved CPE, software, and Service to: (i) perform related registration (equipment serial number, activation date, and WTN provided to manufacturer), maintenance, support, and other service- quality activities and (ii) verify AUP compliance and network performance. 3.13 Third Party Billed Services. The Service does not support billing for third party services Customer will be responsible for payment of all such charges directly to the third party provider. 3.14 Additional Disclaimer of Warranty. In addition to any other disclaimers of warranty stated in the Agreement, CenturyLink makes no warranty, guarantee, or representation, express or implied, that all security threats and vulnerabilities will be detected or that the performance of the Services will render Customer's systems invulnerable to security breaches. Customer is responsible for Customer's own network security policy (including applicable firewall and NAT policies) and security response procedures. CenturyLink makes no warranties or representations that any Service will be free from loss or liability arising out of hacking or similar malicious activity by any third party. 3.15 End User License Agreements. To utilize certain features of the Service, Customer and its End Users must agree to applicable software license agreements governing such software from CenturyLink's software vendors. If Customer or its End Users decline, they will not be able to use the applicable features of the Service. All software license agreements are between Customer (including its End Users) and CenturyLink's software vendors. CenturyLink has no obligations or responsibility for such software. Customer's sole rights and obligations related to such software, in any way, are governed by the terms of the software license agreements with CenturyLink's vendors. Notwithstanding any provisions in a third -party provider's end user license agreement, if Customer or its End Users use the third -party software with CenturyLink's Managed Office Essentials Service, the Service will permit 911 calling with the software, provided Customer and its End Users expressly follow the instructions for 911 calling found in this Service Exhibit and in the 911 advisory for the Service. In part, those instructions state that a Customer End User must not use the third -party software client to dial 911 except from that End User's registered physical location. Use at a location other than the registered physical location may route 911 calls to an incorrect 911 dispatch center, potentially delaying emergency services. CenturyLink strongly recommends Customer and its End Users become familiar with all of the functional limitations described in this Service Exhibit and the CenturyLink Hosted VoIP 911 advisory. The URL to access the CenturyLink Hosted VoIP 911 advisory is: http: / /gwest. centurylink. com / legal /hostedvoip /911advisory.pdf. That URL is also found on the Help screen in the CenturyLink Hosted VoIP end user portal. It is also recommended that Customer and its End Users maintain alternative access to 911 services. 3.16 Customer's Use of Third -Party Content. Customer is responsible for all content it uses in the music on hold feature of the Service. Customer agrees that it has rights from third parties to use any content belonging to others and will not use any content that is unlawful or violates any copyright, trademark or other laws protecting intellectual property. Customer will defend and indemnify CenturyLink, its Affiliates, agents and contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees, related to Customer's violation of this provision 4. 911 Emergency Service. IMPORTANT 911 EMERGENCY SERVICE INFORMATION IS LOCATED IN ATTACHMENT 1 AND IS INCORPORATED BY REFERENCE INTO THIS SERVICE EXHIBIT. CUSTOMER MUST ACKNOWLEDGE AND INITIAL THE 911 EMERGENCY SERVICE SECTION IN ATTACHMENT 1. MANAGED OFFICE ESSENTIALS IS SUBJECT TO THE HOSTED VOIP 911 EMERGENCY SERVICE ACKNOWLEDGMENT. 5. Term; Cancellation. 5.1 Term. This Service Exhibit will be in effect on the Effective Date of the Agreement (or, if applicable, an amendment to the Agreement). The Service Term will begin on the Start of Service Date of the first Customer location and will continue for the Initial Service Term set forth in the Pricing Attachment ( "Initial Service Term "). Upon expiration of the Initial Service Term, Service will renew on a one -year basis ( "Renewal Term ") unless either party elects to cancel the Service by providing 60 days prior written notice of such cancellation to the other party. "Service Term" means Initial Service Term and each Renewal Term. The "Minimum Seat Term" for a seat is 12 months. Additional seats will be coterminous with the current Service Term, subject to the 12 month Minimum Seat Term. 5.2 Cancellation. If some or all Service is canceled by Customer for reasons other than Cause or by CenturyLink for Cause before the expiration of the applicable Service Term such that the number of seats is 25% less than the original number of seats, Customer will pay to CenturyLink the following Cancellation Charges: (a) the amount of any NRC /installation charges that CenturyLink discounted or waived for the canceled Service; (b) 100% of the balance of the MRCs of the canceled Service that otherwise would have become due for the unexpired portion of the Minimum Seat Term; (c) 35% of the balance of the MRCs of the canceled Service that otherwise would have become due for the unexpired portion of the applicable Service Term; and (d) any third party charges incurred by CenturyLink in connection with the cancellation. Customer remains responsible for all accrued and unpaid charges for the canceled Service provided through the effective date of such cancellation. If Customer cancels an order after notification of an Estimated Availability Date but before the Start of Service Date, Customer will pay a $500 ELA or a $150 Special Access cancellation fee and any Customer - approved construction charges. Customer understands and agrees that unless Service is completely canceled, the minimum seat requirements for each location will still apply. 6. Moves. Customer may move seats to another Customer location if at least 12 months remain in the Service Term. Customer will be charged any third party charges incurred by CenturyLink in connection with the move. Customer must submit notice to CenturyLink at least 30 days before the requested move date. When Customer requests that CenturyLink move ELA or Special Access to a NSP #: Page 5 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 CENTURYLINK TOTAL ADVANTAGE AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT different Service Address that is not within the same Customer serving wire center as the existing service, such move will be deemed a disconnect of the current local loop to which a charge applies and a new install of a new ELA or Special Access. 7. Charges. Charges for the Service are set forth in the attached pricing attachment. Charges will commence within five days of the Start of Service Date. Service will remain taxed based on the PPU locations where Customer uses Service, and not on a temporary CenturyLink- Approved 911 Location. Domestic and international Off -Net Call charges and inbound toll free charges can be modified immediately upon notice to Customer (including without limitation, upon CenturyLink's posting such modifications in the Web site(s) designated by CenturyLink for that pricing, or providing any other notice to Customer). CenturyLink may change rates after the completion of the Initial Service Term with 60 days' notice. 8. AUP. All use of the Services will comply with the AUP, posted at http: / /gwest.centurylink.com /legal and incorporated by reference into this Service Exhibit. CenturyLink may reasonably modify the AUP to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers, and such change will be effective upon posting to the website. Any changes to the AUP will be consistent with the purpose of the AUP to encourage responsible use of CenturyLink's networks, systems, services, web sites, and products. 9. SLA. Service is subject to the Managed Office Essentials service level agreement ( "SLA ") located at http: / /gwest.centurylink.com /legal, which is subject to change. CenturyLink reserves the right to amend the SLA effective upon posting to the website or other notice to Customer. The SLA credit will provide Customer's sole remedy for any interruptions or deficiencies in the Service. 10. E -Mail Notification /Updates. Customer agrees that CenturyLink may contact Customer via e-mail at the e-mail address provided to CenturyLink when Customer ordered the Service for any reason relating to the Service. Customer further agrees to provide CenturyLink with any change to its e-mail address. NSP #: Page 6 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 CENTURYLINK TOTAL ADVANTAGE AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT 911 EMERGENCY SERVICE ACKNOWLEDGMENT 911 Emergency Service. ATTACHMENT POTENTIALLY HAZARDOUS SITUATION WHICH IF NOT AVOIDED COULD RESULT IN DEATH OR SERIOUS INJURY. PLEASE READ CAREFULLY. 1.1 Required Federal Communications Commission ( "FCC') Warning. The FCC requires that CenturyLink inform Customer of potential limitations to 911 services using Hosted VoIP Service and bundles or packages that include Hosted VoIP Service, such as Managed Office Essentials. The Service provides access to 911 emergency service only on stationary devices (and not mobile devices). The Service does not support any outgoing calls, including calls to 911 emergency service from Hosted VoIP seats that are not associated to a stationary IP enabled device (e.g, from Voice Mail Only Seats), unless another telephony device from which the call can be originated via the End User Portal is used. 911 emergency services will not be available or may not function properly (e.g., they may not route to the correct public safety answering point or `PSAP') under the following circumstances: (a) if the Service is used at a location other than a CenturyLink- Approved 911 Location in the United States (not including U.S. territories), or if an IP- enabled stationary device is moved within the CenturyLink- Approved 911 Location and not reconfigured; (b) if Customer selects a telephone number that is not associated with the geographic area of the installed service (e.g., if Customer chooses a California number for use in a Colorado location); (c) for initial installation of Service - on average 5 days, but for as long as 30 days after installation of Service due to time required to update 911 databases with customer information; (d) for use of Service at a temporary location — until CenturyLink has completed the 911 Update Interval and sent the 911 Update Confirmation to Customer's e-mail address of record. "911 Update Interval" is approximately 15 minutes, unless further address verification is required, in which case the 911 Update Interval could be up to 72 hours (Important: Customer and End Users should always check for the 911 Update Confirmation before using 911 service after a temporary move); (e) if the Service fails or degrades for any reason, such as failures resulting from power outages, CPE failure (e.g., Internet connectivity routers, Customer's data network and equipment, Customer premises switches and routers, phones, handsets, Soft Phones, and other IP- enabled devices), cable cuts, or any Service or broadband outage or degradation (including without limitation, failures caused by suspension or termination of the Service); (f) while maintenance work is being performed; or (g) if Customer's area does not have 911 emergency service. Additionally, CenturyLink does not support Remote SCAs on IP devices used with the Service. If a Remote SCA is enabled, and Customer or an End User make a 911 call from the Remote SCA line, the 911 call will incorrectly route to the PSAP associated with the 911 location of the telephone number assigned to the Remote SCA, and not to the 911 location of the calling party. For example, if an End User has a Remote SCA for a colleague in Chicago on a phone located in San Francisco, and End User in San Francisco places a 911 call on the Remote SCA line, emergency services will be routed to the 911 location in Chicago associated with the phone number of the Remote SCA, not to the 911 location in San Francisco. 1.2 Additional Information Regarding the Limitations of 911 Services. When dialing 911 with the Service, End Users should always state the nature of the emergency, and include End User location and number. The default PSAP may not be able to call the End User back if the call is not completed, is dropped or is disconnected, or if End User is unable to tell the PSAP their number and physical location. The PSAP to which the call is directed will be based on the street address and calling party number for the CenturyLink- Approved 911 Location. The 911 emergency service provided is Enhanced 911 emergency service in that the calling party number will be delivered to the PSAP with the 911 call and the PSAP will have the CenturyLink- Approved 911 Location associated with that calling party number. End User's CenturyLink- Approved 911 Location may not sufficiently pinpoint the specific location of the emergency; therefore, End Users must immediately tell the dispatcher the specific location of the emergency so the PSAP can locate the End User and assist with the emergency. CENTURYLINK RECOMMENDS THAT CUSTOMER AND END USERS ALWAYS HAVE AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES. 1.3 No Privacy Rights. Customer acknowledges that there is no right of privacy with respect to the transmission of number, name, or address when the Service is used to access 911 or other numbers used in conjunction with 911 or similar emergency services, either by Customer or End Users. 1.4 Customer Must Notify End Users of 911 Limits. Customer will notify all End Users (a) of the limitations on access to 911 emergency service described in the Agreement and this Service Exhibit; and (b) that access to 911 emergency service and an appropriate PSAP is only available at the CenturyLink- Approved 911 Location and is not available using an IP enabled mobile device. CenturyLink will provide labels that will indicate that 911 service has limited availability and functionality when used with Hosted VOIP, and CenturyLink recommends that the labels be placed on or near the equipment associated with the Services. Additionally, when Customer End Users use a Soft Phone with CenturyLink- provided VoIP services, a 911 warning will appear on the Soft Phone device. The End User will need to click on the display to acknowledge the warning. Customer should direct its End Users to the following URL to review these 911 Emergency Service limitations: http: / /gwest.centurylink.com /legal /hostedvoip/911advisorypdf 1.5 Limitation of Liability. CENTURYLINK, ITS AFFILIATES, AGENTS AND CONTRACTORS (INCLUDING WITHOUT LIMITATION, ANY SERVICE PROVIDER PROVIDING SERVICES ASSOCIATED WITH ACCESS TO 911 EMERGENCY SERVICE) WILL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY PERSONAL INJURY TO OR DEATH OF ANY PERSON, FOR ANY LOSS, DAMAGE OR DESTRUCTION OF ANY PROPERTY RELATING TO THE USE, LACK OF ACCESS TO OR PROVISION OF, 911 EMERGENCY SERVICE. CUSTOMER AGREES TO DEFEND AND INDEMNIFY CENTURYLINK, ITS AFFILIATES, AGENTS AND CONTRACTORS FROM ALL THIRD PARTY CLAIMS, LIABILITIES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING FROM OR RELATED TO 911 DIALING (INCLUDING WITHOUT LIMITATION, LACK OF ACCESS TO 911 EMERGENCY SERVICES, CUSTOMER'S FAILURE TO ADVISE CENTURYLINK OF CORRECT ADDRESSES WHERE IP ENABLED DEVICES USED WITH THE SERVICE ARE LOCATED, CUSTOMER'S FAILURE TO NSP #: Page 7 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL 0.041714 CENTURYLINK TOTAL ADVANTAGE AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT NOTIFY ALL END USERS OF THE LIMITATIONS ON ACCESS TO 911 EMERGENCY SERVICE, OR CUSTOMER'S MOVEMENT OF AN IP ENABLED DEVICE TO A LOCATION THAT HAS NOT BEEN INPUT INTO THE SERVICE SYSTEMS). 1.6 Acknowledgement of 911 Limitations. By initialing below, Customer acknowledges that CenturyLink has advised it of the 911 limitations set forth in this Service Exhibit, that Customer understands this information, and that Customer accepts the Service with these limitations. Using CenturyLink's electronic signature process for this Acknowledgment is acceptable. PRINT CUSTOMER COMPANY NAME: PRINT CUSTOMER REPRESENTATIVE'S NAME: CUSTOMER REPRESENTATIVE'S INITIALS: NSP #: Page 8 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 CENTURYLINK TOTAL ADVANTAGE' AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT PRICING ATTACHMENT Initial Service Term. Customer selects a [Select Term] Initial Service Term. 2. Pricing. Managed Office Essentials Seat MRCs are based on the number of seats Customer orders. An order form will provide details for each Customer location. 2.1 Initial Seat Pricing. There is a minimum of 8 seats per each Customer location with a 10 Mbps connection, and a minimum of 21 seats per each Customer location with a 100 Mbps connection. There is a maximum of 96 seats per customer location. Customer Location Speed Approved MRC per Initial Total Total MRC NRC per 21 -35 Location CPE Seat* Number of [Enter CLPA ELA Seat * ** [XX] $59 router /switch Native Premier or Seats ** [enter 10 [enter router [enter Customer Location] or 100 and /or switch [XX] [XX] [XX] $59 Mbps] model] [enter Customer Location] [enter 10 [enter router [XX] [XX] [XX] $59 or 100 and /or switch Mbps] model Total: XX XX XX *A Managed Office Essentials Seat MRC includes the following pre - selected components: one 10 Mbps or 100 Mbps Ethernet Local Access and Port connection per Customer location, the required Approved CPE for one telecommunications closet per Customer location (an additional charge will apply if additional Approved CPE is ordered), and one handset per End User. ** Customer may not order more than 1 conference room seat for every 24 other seats at any given Customer location. A conference room seat is tailored for the purpose of attaching a conference room phone, which is often a speaker phone model. Conference Room Seats do not include voice mail. * ** Provided Customer is in compliance with its obligations under the Agreement, the Seat NRCs shown above are waived so long as the Service remains installed and used by Customer for the Service Term. (a) Supplementary Access Charge. The following supplementary Local Access charge(s) applies to the following Customer Location(s). Customer Location Local Access Local Access Type MRC per Customer NRC per Customer $95 Speed 21 -35 Location Location [enter Customer Location] [enter speed] [Enter CLPA ELA [XX] [XX] $59 Native Premier or CLPA Special Access 2.2 Seat Pricing. If Customer increases or decreases the total number of seats Customer will receive the MRCs for the new pricing tier. # 24 Month Initial Service Term Total Number of Seats MRC per Seat NRC per Seat * ** 8 -20 $95 $59 21 -35 $85 $59 36 -50 $75 $59 51 + $65 $59 * ** Provided Customer is in compliance with its obligations under the Agreement, the Seat NRCs shown above are waived so long as the Service remains installed and used by Customer for the Service Term. NSP #: Page 9 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 CENTURYLINK TOTAL ADVANTAGE AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT # Customer may increase the number of seats if at least 12 months remain in the Service Term. Customer is also allowed to decrease the number of seats up to an amount that is 25% less than the original number of seats, but may not go below 8 seats or 21 seats (for 100 Mbps connection) per each Customer location. 36 Month Initial Service Term Total Number of Seats MRC per Seat NRC per Seat * ** 8 -20 $89 $59 21 -35 $79 $59 36 -50 $69 $59 51 + $59 $59 Provided customer is in compliance with its obligations under the Agreement, the Seat NRCs shown above are waived so long as the Service remains installed and used by Customer for the Service Term. # Customer may increase the number of seats if at least 12 months remain in the Service Term. Customer is also allowed to decrease the number of seats up to an amount that is 25% less than the original number of seats, but may not go below 8 seats or 21 seats (for 100 Mbps connection) per each Customer location. 60 Month Initial Service Term Total Number of Seats MRC per Seat NRC per Seat * ** 8 -20 $85 $59 21 -35 $75 $59 36 -50 $65 $59 51 + $55 $59 Provided customer is in compliance with its obligations under the Agreement, the Seat NRCs shown above are waived so long as the Service remains installed and used by Customer for the Service Term. u Customer may increase the number of seats if at least 12 months remain in the Service Term. Customer is also allowed to decrease the number of seats up to an amount that is 25% less than the original number of seats, but may not go below 8 seats or 21 seats (for 100 Mbps connection) per each Customer location. 2.3 UPS. The following charge(s) will apply if Customer orders an optional uninterrupted power supply (UPS) option. Customer Location I MRC 2.4 Additional Wireless Access Points (WAPs). The following charge(s) will apply if Customer orders additional WAPs. Customer Location Wireless Access Point Quantity MRC per WAP Total MRC XXX enter WAP model ] [XX ] $XX XX XXX enter WAP model ] [XX ] [XX I [XX 2.5 Additional Routers, Switches, and /or ATAs. The following charge(s) will apply if Customer orders additional routers, switches. or Analog Teminal Adaptors (ATAs). Customer Location Approved CPE Quantity MRC per Unit Total MRC XXX enter router, switch, or ATA model XX ] [XX I [XX XXX enter router, switch, or ATA model ] [XX ] rXX XX 2.6 Domestic Outbound Off -Net LD and Domestic Inbound 8XX Pricing (LD/TF) (Promo Code EZRATE MOOFF) CenturyLink will waive per minute charges for minutes of usage for domestic outbound LD Off -Net Calls each month per product account, depending on which Tier (shown in the table below) Customer qualifies for. Additionally, if Customer purchases domestic inbound 8XX Service from CenturyLink for use with the Service product account, the charges for those domestic inbound 8XX minutes of use will be included in the waiver. "MOU" as used herein means minutes of use. For domestic outbound long distance Off -Net and domestic inbound 8XX MOUs that exceed the Tier limit, MOUs will bill to the Customer each month at the per minute rate shown in the table. If Customer does not use the entire waived MOU in a given month, the unused minutes may not be carried over to the following month. International Off -Net Calls and international inbound 8XX calls are not eligible for LD/TF Pricing. CenturyLink reserves the right to modify or eliminate the LD/TF Pricing after the Initial Service Term is completed. If Customer adds or removes seats from a product account such that Customer qualifies for a different Tier, Customer's LD/TF Pricing for that product account will decrease or increase to the Tier applicable to Customer's new seat total. The decrease or increase in LD/TF Pricing will become effective at Centuryl-ink's NSP #: Page 10 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 CENTURYLINK TOTAL ADVANTAGE' AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT earliest opportunity, but not later than the second full billing cycle following the date CenturyLink receives the order to decrease or increase seats. Additional per minute charges apply to each Off -Net Call leg of a conference call. Tier Number of Seats under Product Account MOU Waived /Month For That Product Account (total of both domestic outbound LD Off -Net and domestic inbound 8XX ) Domestic Off -Net LD and Domestic Inbound 8XX Per Minute Rate for Additional Minutes of Use 1 8 - 20 Seats 3,000 $.03 2 21 - 35 Seats 5,000 $.03 3 36 - 50 Seats 7,000 $.03 4 51 + Seats 10,000 $.03 2.7 Additional Features Customer may purchase the following optional features for an additional charge. Component MRC /Rate NRC Hunt Groups (per Hunt Group after the first 5 $4.95 $10.00 Voicemail for Hunt Groups (per Hunt Group) $5.95 N/A Auto Attendant (per Auto Attendant after the first one $14.95 $10.00 Anywhere after the first one $21.95 $10.00 Receptionist Web Console (per console $49.00 N/A IP Communicator PC Soft Phone (per IP Communicator $2.95 $49.95 Mobile Soft Phone (per device N/A $29.95 Voice Mail Only Seat (per Voice Mail Only Seat) 911 calls cannot be made from a voice mail only seat. $5.95 N/A Available TNs (new and ported) (per Available TN) An available TN is an unallocated TN Customer retains in a pool for later use. $4.95 N/A Basic business white page listing MRC per listing)* $1.95 N/A Directory Assistance (per call $1.99 N/A PAC /VPAC (per location) PAC/VPAC are authorization codes to restrict access to outbound long distance dialing. N/A $15.00 International Off -Net Calls (per minute) See the Hosted VolP International Off -Net Call Price List at www.centu!ylink.com/small-business/o roducts /voi /contracts voip ild.xls Extended Wiring NRC (per circuit) (if provided by CenturyLink) N/A Ethernet TBD ** DS1 $276 2xDS1 $552 3xDS1 $828 4xDS1 $1,104 Supplementary Access Charges TBD TBD ** *Customer will be charged $1.95 per month for each white page listing. Purchase of a white page listing will include a yellow page listing at no additional charge for Qwest Corporation, d /b /a CenturyLink QC In- Region /in- franchise locations only. "In- Region" means CenturyLink QC's 14 -state local service territory. * *If a specific location requires CenturyLink to incur additional expenses for provisioning the access to the Service, CenturyLink will notify Customer of the additional access charges or Ethernet Extended Wiring charges. If Customer cancels Service for that particular location because Customer does not approve the additional access or Ethernet Extended Wiring charges, CenturyLink will not charge a Cancellation Charge on that particular order. NSP #: Page 11 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 CENTURYLINK TOTAL ADVANTAGE' AGREEMENT MANAGED OFFICE ESSENTIALS SERVICE EXHIBIT LIMITED LETTER OF AGENCY between ( "Customer ") and CenturyLink Communications, LLC f /k/a Qwest Communications Company, LLC ( "CenturyLink ") This limited letter of agency ( "LOA ") hereby authorizes CenturyLink to act as the Customer's agent for the limited purpose of contacting Customer's designated Local Exchange Carrier ( "LEC "), Interexchange Carder ( "IXC "), Internet Service Provider ( "ISP "), or customer premises equipment ( "CPE ") maintenance provider in conjunction with CenturyLink Network Management Services. Service activities will consist of working with Customer's LEC, IXC, ISP, and /or CPE maintenance provider for the purpose of: (a) extracting information concerning transmission data elements carried over Customer's network connection; (b) identifying Customer's links or data link connection identifiers ( "DLCls "); (c) opening, tracking, and closing trouble tickets with the LEC, IXC, ISP, or CPE maintenance provider on Customer's transport links or CPE when an alarm or fault has been detected; (d) dispatching CPE repair personnel on behalf of Customer to CPE for which a fault has been detected; and (e) discussing fault information with the LEC, IXC or CPE maintenance provider on behalf of Customer to facilitate resolution of the problem. CenturyLink does not assume any of Customer's liabilities associated with any of the services the Customer may use. The term of this LOA will commence on the date of execution below and will continue in full force and effect until terminated with 30 days written notice by one party to the other or until the expiration or termination of the Network Management Service. A copy of this LOA will, upon presentation to LEC, IXC, ISP, and /or CPE maintenance provider, as applicable, be deemed authorization for CenturyLink to proceed on Customer's behalf. Customer Company Name Authorized Signature of Customer Print or Type Name Title Date NSP #: Page 12 of 12 © CenturyLink, Inc. All Rights Reserved Contract code: 19XXX CONFIDENTIAL v1.041714 Products and Services Agreement Contract No. 140501257763 This Products and Services Agreement ( "Agreement ") between CENTURYLINK SALES SOLUTIONS, INC., as contracting agent on behalf of the applicable affiliated entities providing the Products and Services ( "CenturyLink ") and City of Ocoee ( "Customer ") sets forth the terms and conditions for CenturyLink's provision of those Products and Services to Customer. Electronic signatures on this Agreement will be accepted only in the form and manner prescribed by CenturyLink. 1. PRODUCTS. CenturyLink will sell to Customer the Products listed on the Products List, attached and incorporated by this reference. 2. SERVICES. CenturyLink will sell to Customer the Services listed on the Services List, attached and incorporated by this reference. 3. TERM. This Agreement is effective on the date all parties have signed below ( "Effective Date ") and continues for the longest Order Term listed on the Services List. 4. PURCHASE ORDERS. This Agreement controls over any Customer - issued purchase order, and any terms or conditions contained in a Customer- issued purchase order or other Customer ordering document will have no force or effect. 5. UNIFORM RESOURCE LOCATORS (URLS). References to URLs in this Agreement include any successor URLs designated by CenturyLink. 6. ENTITY. For an interim period until all work is completed to update systems and platforms related to the combination of EMBARQ and CenturyTel, and the acquisition of Qwest, the names EMBARQ and CenturyTel may be used in association with the products and services provided by CenturyLink in this Agreement and Qwest products and services will be sold under a separate agreement. DECLINE: Customer and CenturyLink acknowledge that CenturyLink offered Customer CenturyLink"m Centurion Maintenance Service to support the Products and Customer declined. CUSTOMER INITIALS AGREED: CENTURYLINK SALES SOLUTIONS, INC. City of Ocoee By: B y: Printed: Printed: Title: Title: Date: Date: Address for Sales Administration Notices: 665 Lexington Avenue Mailstop: OHMANB0107 Mansfield, OH 44907 And if related to a dispute to: CenturyLink — Attn: Sr. Assistant General Counsel, Commercial Law 5454 W. 110` Street Overland Park, KS 66211 Sales Rep: Paul Boynton Sales Rep Phone: (352) 368 -8805 CENTURYLINK INITIALS Customer 150 N. LAKESHORE DRIVE Address: OCOEE, FL 34761 Address for Notices (if different from above): #324694v.10 Page I of 3 05.13 -Qut /Prod &Svc Contract No. 140501257763 PRODUCTS LIST PRODUCTS. CenturyLink will provide to Customer those Products identified in the CenturyLink Price Quotes, attached and incorporated by this reference (each, a "Price Quote "). The entity providing Products to Customer is the applicable CenturyLink local operating company supporting Customer's location. CenturyLink sells Products under the Standard Terms and Conditions for Communications Services and the Equipment Sales Product Annex, and other applicable annexes based on Customer's selection of specific Products and Services, all as posted at http: / /about centuryliuk.com /legal /rates conditions.hhnl CenturyLink Price Quote Number(s): 14- 003599 2. PRICING. 2.1 Per Unit Price. CenturyLink will charge Customer the per unit price listed for each Product described in each Price Quote. 2.2 Non - recurring Charges ( "NRCs ") or Non - recurring Rates ("NRRs "). CenturyLink will charge Customer the NRCs or NRRs listed on each Price Quote, including charges related to CenturyLink labor and shipping of the Products to Customer. For purposes of this Agreement, NRCs and NRRs have the same meaning and may be used interchangeably. 2.3 Additional Charges. Rates do not include applicable local, state, or federal taxes or surcharges that CenturyLink may bill Customer related to the Products. 2.4 Additional Payment Requirements. CenturyLink reserves the right to require Customer's payment of the amounts listed above as described below: Down Payment Due 0.00% Amount Due Upon Delivery of 0.00% Products Amount Due Upon Customer 100.00% Acceptance of Products #324694v.10 Page 2 of 3 05.13 -Qut /Prod &Svc SERVICES LIST Contract No. 140501257763 1. SERVICES. CenturyLink will provide to Customer those Services identified in the CenturyLink Price Quotes, attached and incorporated by this reference (each, a "Price Quote "). The name of the CenturyLink local operating company providing Services to Customer is listed on each Price Quote. Services are purchased on either a month -to -month basis or for a specific term for the particular Service ordered (each, an "Order Term "), as listed in each Price Quote. Each Order Term begins on the later of the first day of the first billing month after the Effective Date or the date that CenturyLink installs and makes that Service available to Customer. If Customer continues to receive a Service after expiration of the Service's applicable Order Term, CenturyLink will provide that Service on a month -to -month basis at its then - current list pricing and then - current terms and conditions, unless the parties otherwise agree in writing. CenturyLink will make the Services available only after its compliance with any state - specific regulatory filing requirements. CenturyLink Price Quote Number(s): 14- 003599 2. PRICING. 2.1 Monthly Recurring Charges ( "MRCs ") or Monthly Recurring Rates ("MRRs "). CenturyLink will charge Customer the MRCs or MRRs for the Services described in each Price Quote. For purposes of this Agreement, MRCs and MRRs have the same meaning and may be used interchangeably. 2.2 Non - recurring Charges ("NRC ") or Non - recurring Rates ( "NRRs "). CenturyLink will charge Customer NRCs or NRRs related to the Services described in each Price Quote. For purposes of this Agreement, NRCs and NRRs have the same meaning and may be used interchangeably. 2.3 Additional Charges. Rates do not include applicable local, state, or federal taxes, fees, or surcharges that CenturyLink may bill Customer. 2.4 Additional Payment Requirements. If Customer is not able to establish a satisfactory credit rating with CenturyLink, CenturyLink, in its sole discretion, may require Customer to submit a deposit or make an advance payment in connection with obtaining or maintaining the Services. 3. TERMS AND CONDITIONS. CenturyLink provides Services under the applicable terms and conditions listed and incorporated by reference on each Price Quote. Except for Services provided under Tariffs, in the event of any inconsistencies or conflicts between this Agreement and the applicable terms and conditions, this Agreement will take precedence. 4. TERMINATION. If Customer gives notice of cancellation or termination, disconnects any portion of a Service or otherwise breaches this Agreement resulting in the termination of a Service prior to the end of the applicable Order Term, termination liability will apply as calculated and set forth in the applicable terms and conditions listed and incorporated by reference on each Price Quote. If no termination liability is specified for Services in these terms and conditions, Customer will be liable for 50% of the monthly payments that would otherwise remain in the applicable Order Term. 5. RELATED PRODUCT PURCHASES. Customer may purchase Products related to the Services at the CenturyLink then - current list pricing and subject to the then - current Standard Terms and Conditions for Communications Services, the Equipment Sales Product Annex, and other applicable annexes based on Customer's selection of Products, all as posted to littp•i /about.centurylink.coni / legal /rates conditions.html 4324694v.10 Page 3 of 3 05.13- Qut/Prod &Svc w C'enturyL ink - CenturyLink Customer: Quote -Build #: City of Ocoee IOU IN LaKesnore unve Ocoee, Fl 34761 14- 003599 Description of Work to be Performed: NEW SWITCHES FOR CIITY OF OCOEE - LAN HARDWARE CTL TECHNCIAN LABOR FOR ADDITIONAL MISC LAN WORK -CLEAN UP- MIGRATION PART # DESCRIPTION QTY UNIT $$ EXT $$ 4700569F1 NetVanta 1638P 2 $ 3,121.61 $ 6,243.22 1200480E1 1000Base -SX 850nm Optical SFP Transceiver 10 $ 167.59 $ 1,675.90 CTL Tech Labor to Install New Switches ADD'L CTL Tech Labor for LAN Clean Up - Miisc work MISC MATERIALS $ 7,919.12 SHIPPING $ 177.72 MATERIALS SUBTOTAL $ 8,096.84 CTL TECH LABOR $ 7,499.80 TOTAL INVESTMENT $ 15,596.64 I Customer : C o ntu ryLink Quote -Build #: CenturyLink Centurion Maintenance on GIG Switches 5 year term CITY OF OCOEE 150 N. LAKESHORE DRIVE OCOEE, FL 34761 14- 003599 PART # DESCRIPTION QTY Annual Extended Rate Unit Total NetVanta 1638P 2 $ 382.80 $ 765.80 4700569F1 1200480E1 1000 Base -SX 850nm Optical SFP Transceiver 4 $ - $ - Page 1 of 1 PRELIMINARY SAVINGS CITY OF OCOEE EXISTING EXISTING CTL MANAGED Cr_ NTURYLINK OFFICE MOE - INCLUSIVE ADDITIONAL CENTURYLINK MANAGED EXISTING TERM END CIRCUIT CENTURION # of EXISTING ESSENTIALS CIRCUIT SWITCH COSTS MANAGED OFFICE PRICING OFFICE EXT'D PRICING CTL EXISTING CIRCUITS BANDWIDTHS DATE COSTS MAINTENANCE LOCATION NAME ADDRESS HANDSETS CONFIGURATION BANDWIDTH 100mb MPLS $55.00 $4,125.00 60.LVXX.707373..UFLG 100Mb SEPT 2015 $1,065.00 $21,184.49 City of Ocoee - City Hall 150 N Lakeshore Drive 75 75 1 $50.00 $50.00 21 100mb MPLS $55.00 $1,155.00 20mb DIA SEPT 2015 $833.00 City of Ocoee -Annex 175 N Lakeshore Drive 21 Fire Department 28 10mb MPLS $55.00 $1,540.00 60.LOXX.707390..UFLG 10Mb JAN 2015 555. Fire Department - Station 25 563 S. Bluford Avenue 27 1 $50.00 $50.00 Fire Department - Station 26 1500 N. Clark Road 7 8 10mb MPLS $55.00 $440.00 $1,004.00 ATT Premium Fire Department - Station 38 2503 Ocoee - Apopka Road 4 8 10mb MPLS $55.00 $55.00 $440.00 $440.00 60.LOXX.251511..UFLG 10Mb MARCH 2015 $635.00 Fire Department - Station 39 2515 Maguire Road 7 8 10mb MPLS Police Department 39 100mb MPLS $55.00 $2,145.00 60.L2XX.737447..UFLG 50mb FEB 2015 $785.0 Police Headquarters 646 Ocoee Commerce Parkway 38+1 Paging 1 $50.00 $50.00 Fountains West Branch Office 313 West Road 1 60.L3XX.107350..UFLG 3Mb JULY 2017 $415.00 315 West Road 15 10mb MPLS $55.00 $825.00 60.LOXX.707449..UFLG 10Mb JAN 2015 $555.00 Public Works Dept 301 Maguire Road 15 Utilities 21 100mb MPLS $1 60.L2XX.707430..UFLG 50mb MARCH 2014 810.00 Administration 1800 AD Mimms Road 13 1 $50.00 $50.00 Wastewater Treatment Plant 1800 AD Mimms Road 8 Forest Oaks Water Trtment Pt 8590 Hackney Prairie Road 0 City Wide PRI Circuits PRIs $2,523.80 S. Water Treatment Plant 581 Maguire Road 1 DIDs Parks and Recreation 12 10mb MPLS $55.00 $660.00 Frame Relay Circuits T1 s 3,059. Beech Center 1820 AD Mimms Road 10 +2 Page /Pool Long Distance - Verizon ? ]son Center 1701 Adair Street 3 Vignetti 1910 Adair Street 1 1 $50.00 $50.00 Lakeshore Center 125 N. Lakeshore Drive 3 Monthly Cost Reduction ** Preliminary $11,236.21 $1,765.37 Withers- Maguire House 16 E Oakland Avenue 1 Existing Monthly Spend $13,001.58 ANTICIPATED ANNUAL COST REDUCTIONS $14,179.00 ETHERNET /PRIs /CENTURION (only) $134,834.52 $21,184.49 ANNUAL TOTAL SAVINGS (Preliminary) $156,019.01 MANAGED OFFICE ESSENTIALS - ANNUAL TOTAL SPEND $170,148.00 ,ire C e tr of Good co Florida' C. CENTER CITY OF OCOEE MANAGED OFFICE NETWORK DESIGN 100M MPI S ANNEX CITY HALL POLICE &t I� CenturyUnk Notes: 1. Number of phones is based on existing internal costa I location data, not actual count, which is 238. The main source of the difference is the allocation of some telephone costs to general government; e.g., telephones in common areas. 2. Number of analog connections represent the use of fax machines and other devices that need a traditional telephone dialtone connection. 3. Cost per handset for new phone system is $55.00. Cost for an analog line is $40 pe rmonth. 4. Proposed system alters the allocation of computer network costs, which would be tied to phones. 5. Under the current cost allocation method, City Hall departments pay about $10 per phone; Police and Fire departments pay much more due to the cost of connecting multiple locations. 6. The change in how network costs are allocated to cost centers results in the appearance of an overall increase in costs, but this really reflects a greater ability to recover costs from those cost centers generating the expenditure rather than an absolute increase in costs. For example, the cost of equipment replacement, now allocated to the General Fund's Information Systems Support account, will become zero for the voice and data networks. Number of Number of Current Phone Proposed Phone Cost Proposed Annual Budget Increase Cost Center Phones Analog Devices Costs /Month Costs /Month Change /Month Cost or (Decrease) Legislative 6 0 $ 76.28 $ 330.00 $ 253.72 $ 3,960.00 $ 3,044.64 City Manager 5 1 $ 47.10 $ 315.00 $ 267.90 $ 3,780.00 $ 3,214.80 City Clerk 6 1 $ 63.51 $ 370.00 $ 306.49 $ 4,440.00 $ 3,677.88 Finance 9 1 $ 91.57 $ 535.00 $ 443.43 $ 6,420.00 $ 5,321.16 Finance - Utility Counter 6 1 $ 55.57 $ 370.00 $ 314.43 $ 4,440.00 $ 3,773.16 Human Resources 8 1 $ 65.13 $ 480.00 $ 414.87 $ 5,760.00 $ 4,978.44 Development Services - Planning 8 1 $ 67.23 $ 480.00 $ 412.77 $ 5,760.00 $ 4,953.24 Support Services 17 1 $ 207.17 $ 1,025.00 $ 817.83 $ 12,300.00 $ 9,813.96 Public Works - Admin 4 1 $ 293.20 $ 260.00 $ (33.20) $ 3,120.00 $ (398.40) Public Works - Facilities Maintenance 1 0 $ 79.26 $ 55.00 $ (24.26) $ 660.00 $ (291.12) Public Works - Streets 2 0 $ 153.21 $ 110.00 $ (43.21) $ 1,320.00 $ (518.52) Public Works - Fleet 4 1 $ 295.85 $ 260.00 $ (35.85) $ 3,120.00 $ (430.20) Stormwater Operating 3 0 $ 229.82 $ 165.00 $ (64.82) $ 1,980.00 $ (777.84) Stormwater Residential 3 0 $ 221.89 $ 165.00 $ (56.89) $ 1,980.00 $ (682.68) Police 41 4 $ 1,795.13 $ 2,465.00 $ 669.87 $ 29,580.00 $ 8,038.44 Fire 39 5 $ 3,551.16 $ 3,399.00 $ (152.16) $ 40,788.00 $ (1,825.92) Development Services - Building 13 2 $ 125.46 $ 795.00 $ 669.54 $ 9,540.00 $ 8,034.48 Development Services - Engineering 3 0 $ 35.45 $ 165.00 $ 129.55 $ 1,980.00 $ 1,554.60 Recreation 19 5 $ 1,649.02 $ 1,295.00 $ (354.02) $ 15,540.00 $ (4,248.24) Parks 3 1 $ 21.45 $ 205.00 $ 183.55 $ 2,460.00 $ 2,202.60 Utilities - Operating 13 1 $ 612.32 $ 805.00 $ 192.68 $ 9,660.00 $ 2,312.16 Utilities - Water Facilities 1 0 $ 293.91 $ 55.00 $ (238.91) $ 660.00 $ (2,866.92) Utilities - Water Operating 5 1 $ 55.59 $ 315.00 $ 259.41 $ 3,780.00 $ 3,112.92 Utilities - Wastewater Facilities 7 0 $ 461.10 $ 385.00 $ (76.10) $ 4,620.00 $ (913.20) Utilities - Wastewater Operating 4 4 $ 33.89 $ 380.00 $ 346.11 $ 4,560.00 $ 4,153.32 Additional Switch for Data - - $ - $ 200.00 $ 200.00 $ 2,400.00 $ 2,400.00 Total Allocated Phone Cost $ 10,581.27 $ 15,384.00 $ 4,802.73 $ 184,608.00 $ 57,632.76 Monthly PBX Maintenance Cost $ 1,765.37 $ - $ (1,765.37) $ (21,184.49) $ (21,184.49) Monthly Long Distance Charges $ 291.67 $ - $ (291.67) $ (3,500.00) $ (3,500.00) Monthly Total Allocated Costs $ 12,638.31 $ 15,384.00 $ 2,745.69 $ 159,923.51 $ 32,948.27 Notes: 1. Number of phones is based on existing internal costa I location data, not actual count, which is 238. The main source of the difference is the allocation of some telephone costs to general government; e.g., telephones in common areas. 2. Number of analog connections represent the use of fax machines and other devices that need a traditional telephone dialtone connection. 3. Cost per handset for new phone system is $55.00. Cost for an analog line is $40 pe rmonth. 4. Proposed system alters the allocation of computer network costs, which would be tied to phones. 5. Under the current cost allocation method, City Hall departments pay about $10 per phone; Police and Fire departments pay much more due to the cost of connecting multiple locations. 6. The change in how network costs are allocated to cost centers results in the appearance of an overall increase in costs, but this really reflects a greater ability to recover costs from those cost centers generating the expenditure rather than an absolute increase in costs. For example, the cost of equipment replacement, now allocated to the General Fund's Information Systems Support account, will become zero for the voice and data networks.