Contract-CenturyLink-ND_MSA_SIGNED.pdf

CENTURYLINK LOYAL ADVANTAGE AGREEMENT

R409214 © CenturyLink, Inc. All Rights Reserved

This CenturyLink® Loyal Advantage® Agreement (“Agreement”) is between CenturyLink Communications, LLC, DBA Lumen Technologies Group, on behalf of itself and its Affiliates providing Services under the Agreement, including Qwest Corporation DBA CenturyLink QC and Level 3 Communications, LLC ("Lumen," “CenturyLink,” or “CONTRACTOR”) and State of North Dakota Information Technology Department in cooperation with the Office of Management and Budget State Procurement Office (“Customer” or “STATE”) and is effective on July 1, 2022 (“Effective Date”). The name of the CONTRACTOR operating company providing Services to STATE is listed in the Agreement, each acting separately and individually responsible for all of its own obligations. CONTRACTOR may withdraw this offer if STATE does not execute and deliver the Agreement to CONTRACTOR on or before July 22, 2022 (“Cutoff Date”).

Using CONTRACTOR’s electronic signature process for the Agreement is acceptable.

State of North Dakota CENTURYLINK COMMUNICATIONS, LLC

Authorized Signature Authorized Signature Greg Hoffman Name Typed or Printed Name Typed or Printed Deputy CIO Manager – Offer Management Title Title

Date Date

State of North Dakota

Authorized Signature Angie Scherbenske Name Typed or Printed IT Procurement Officer Title

Date

STATE’s address for notices: 4201 Normandy Street, Bismarck, ND 58503 STATE’s facsimile number: 701-328-3300 Person designated for notices: Greg Hoffman

1. Services. STATE may purchase the products and services (“Services”) in the service exhibits (“Service Exhibits”) attached to the Agreement. The parties agree that any notation to the “CenturyLink Total Advantage™ Agreement” on the Service Exhibits will be disregarded and such exhibits will be governed by the Agreement. The Service Exhibits attached to the Agreement as of the Effective Date and incorporated by this reference are shown below. For an interim period of time until all work is completed to update the Service Exhibits, Tariffs and other terms and conditions incorporated by attachment or reference into this Agreement, all references to Qwest Communications Company, LLC mean CenturyLink Communications, LLC.

CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC Services:

• DOMESTIC VOICE SERVICE EXHIBIT

• INTERNATIONAL VOICE SERVICE EXHIBIT

• CONFERENCING SERVICE EXHIBIT

• ENTERPRISE VOICE SIP BASED SERVICES SERVICE SCHEDULE (Voice Complete)

• LUMEN MPLS (IPVPN AND VPLS) VPN SERVICE SCHEDULE

• LOCAL ACCESS SERVICE EXHIBIT

• INTERNET SERVICES SERVICE SCHEDULE

Qwest Corporation d/b/a CenturyLink QC Services (CenturyLink QC Services are available only in CenturyLink’s local service areas in the following states: Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington, and Wyoming.)

• ISDN PRS, DSS, OR UAS SERVICE EXHIBIT

• LINE VOLUME PLAN SERVICE EXHIBIT

• CENTREX PRIME SERVICE EXHIBIT

06/30/2022

06/30/2022

Steve Arneson (Jul 11, 2022 08:58 CDT) Steve Arneson

Steve Arneson

Manager - Offer Management

Jul 11, 2022 https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAANsj1b7qZHKVF2rlHgPAVV4QehPeSvE9o https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAANsj1b7qZHKVF2rlHgPAVV4QehPeSvE9o https://centurylink.na1.adobesign.com/verifier?tx=CBJCHBCAABAAZOZCYRKd4Mf56z3EFvt758vcZTQZzFJ5

Attachments:

ACCEPTABLE USE POLICY

CENTURYLINK DOMESTIC OUTBOUND LONG DISTANCE AND DOMESTIC TOLL FREE SERVICES – SERVICE LEVEL

AGREEMENT (“SLA)

2. Filing Concurrence. CenturyLink QC may be required to submit this Agreement, Service Exhibits, Pricing Attachments, and any subsequent addenda for Service to certain regulatory agencies for approval because the Rates or certain other terms are being offered on an individual case basis (“ICB”). Although the general terms and conditions of this Agreement are effective on the Agreement Effective Date, those service-specific Rates and/or terms, and conditions that require filing with or approval by regulatory agencies (“ICB Terms”) will not become effective for a given jurisdiction until the filing and approval requirements for that jurisdiction are fulfilled. Service will be offered in accordance with the applicable Tariff until the ICB terms become effective. If STATE receives reduced pricing under a Pricing Attachment and a regulatory agency later invalidates the ICB Terms after they became effective, STATE will pay CenturyLink QC any difference in the amounts listed in the applicable Tariff for the Service and the amounts STATE was charged for the Service. When approved by the regulatory agencies, STATE may add additional quantities of Services under the same terms and conditions with no further filing required. In the event a regulatory agency does not approve the ICB Terms, the parties will enter into good faith negotiations to mutually resolve the failure to receive the necessary approval. The subject Service Exhibit, Pricing Attachment, and subsequent addenda containing the ICB Terms will remain in effect in all other jurisdictions. Each Service Exhibit or subsequent addenda will explain which Rates or terms are ICB.

COOPERATIVE PURCHASING STATE TERM CONTRACT

This contract is a cooperative purchasing contract established pursuant to North Dakota Century Code (NDCC) sections 54-44.4-13. This contract is made available to state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C chapter 39-04.2, and the International Peace Garden. Participation in this open-ended contract is not mandated; therefore, the estimated volume of this contract is not known.

3. Term. STATE selects the following “Initial Term” of the Agreement: three year (“Initial Term”), 600053 code. The Initial Term begins on the Effective Date. Renewal Option. STATE may renew this Contract upon satisfactory completion of the initial Contract term. STATE reserves the right to execute up to four (4) options to renew this Contract under the same terms and conditions for a period of 12 months each. STATE reserves the right to extend this Agreement for an additional period of time, not to exceed twelve (12) months.

4. Rates. Unless specified otherwise in a Service Exhibit, CenturyLink QCC Services will receive the applicable rates specified in a Service Exhibit, valid Order Form, or CONTRACTOR-approved quote form, for the duration of the Initial Term. CONTRACTOR 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 STATE; provided that CONTRACTOR 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 required by Regulatory Agency proceedings. CONTRACTOR 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 STATE's ordered CenturyLink QCC Services that materially and adversely affects STATE, then STATE may terminate the affected CenturyLink QCC Service upon 30 days’ prior written notice to CenturyLink QCC without liability for Cancellation Charges for the affected Service, provided, however that STATE: (a) provides such notice within 30 days after the increase occurs; and (b) provides CenturyLink QCC 30 days to cure such increase. If STATE does not provide CenturyLink QCC such notice during the time permitted in this Section, STATE will have waived its right to terminate the affected Service under this Section. The rates for any CenturyLink QC Service provided will be those in effect at the time the Service is installed and CenturyLink QC Services will renew at the rate and for the term specified in the applicable Tariff, RSS, or Service Exhibit.

5. Payment. CONTRACTOR may begin invoicing for specific Services as specified in the applicable Service Exhibit. STATE must pay CONTRACTOR all charges within 30 days after the invoice date or by the due date on the invoice if specified. Any amount not paid when due is subject to late interest at the lesser of 1.5% per month or the maximum rate allowed by law. In addition to payment of charges for Services, STATE must also pay CONTRACTOR any applicable Taxes assessed in connection with Services. Taxes may vary and are subject to change. If STATE is exempt from any Tax, it must provide CONTRACTOR with an appropriately completed and valid Tax exemption certificate or other evidence acceptable to CONTRACTOR. STATE sales tax exemption number is E-2001. STATE will furnish certificates of exemption to CONTRACTOR. CONTRACTOR is not required to issue any exemption, credit or refund of any Tax payment for usage before STATE’s submission of valid evidence of exemption. STATE may access its invoices and choose paperless invoices online through CenturyLink Control Center located at controlcenter.centurylink.com. STATE’s payments to CONTRACTOR 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. CONTRACTOR reserves the right to charge administrative fees when STATE’s payment preferences deviate from CONTRACTOR’s standard practices.

Payment of an invoice by STATE will not prejudice STATE’s right to object to or question that or any other invoice or matter in relation thereto. CONTRACTOR's invoice will be subject to reduction for amounts included in any invoice or payment made which are determined by STATE not to constitute allowable costs, on the basis of audits conducted in accordance with the terms of this Contract.

At STATE’s sole discretion, all payments shall be subject to reduction for amounts equal to prior overpayments to CONTRACTOR.

http://www.legis.nd.gov/cencode/t54c44-4.pdf?20130131153805 http://www.legis.nd.gov/cencode/t39c04-2.pdf?20130131161514

Prepayment

STATE will not make any advance payments before performance by CONTRACTOR under this Contract.

Taxpayer ID

CONTRACTOR’s federal employer ID number is: 04-6141739.

6. CONFIDENTIALITY.

CONTRACTOR shall not use or disclose any information it receives from STATE under this Contract that STATE has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Contract or as authorized in advance by STATE. STATE shall not disclose any information it receives from CONTRACTOR that CONTRACTOR has previously identified as confidential and that STATE determines, is protected from mandatory public disclosure under a specific exception to the North Dakota public records law, N.D.C.C. ch. 44-04. The duty of STATE and CONTRACTOR to maintain confidentiality of information under this section continues beyond the term of this Contract.

CONTRACTOR’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.

CONTRACTOR will not be deemed to have accessed, received, or be in the possession of STATE Confidential Information solely by virtue of the fact that STATE transmits, receives, accesses or stores such information through its use of CONTRACTOR's Services.

7. CPNI. CONTRACTOR is required by law to treat CPNI confidentially.

8. Use of Name and Marks. Neither party will use the name or marks of the other party or any of its Affiliates for any purpose without the other party’s prior written consent. CONTRACTOR’s consent may only be given by its Legal Department.

9. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ALL SERVICES AND PRODUCTS ARE PROVIDED “AS IS.” CONTRACTOR DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

CONTRACTOR 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 STATE.

10. Limitations of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth below.

Except for CONTRACTOR’S obligations under section 11.0 Indemnity of this Contract and claims for direct loss including resulting from personal injury and damage to real property and tangible personal property, to the fullest extent authorized by N.D.C.C. 32-12.2-15, CONTRACTOR’s total liability to STATE arising from this Contract will be limited to the damages recoverable under law. NEITHER CONTRACTOR, NOR 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.

10.1 STATE expressly acknowledges that services cannot be provided without interruption or deficiency and state assumes such risk of interruption or deficiency. In the event of interruption or deficiency, it is agreed between the parties that the following adjustments will be made: (a) those set forth in the SLA or applicable tariff for the affected service or (b) the total MRCS or usage charges paid by state for the affected service in the one month immediately preceding the event giving rise to the claim if an SLA or applicable tariff does not exist for the affected service.

11.0 INDEMNITY

11.1 By Contractor. CONTRACTOR agrees to defend, indemnify, and hold harmless the state of North Dakota, its agencies, officers and employees (State), from and against claims based on the vicarious liability of the State or its agents, but not against claims based on the State’s contributory negligence, comparative and/or contributory negligence or fault, sole negligence, or intentional misconduct limited to proven direct damages. This obligation to defend, indemnify, and hold harmless does not extend to professional liability claims arising from professional errors and omissions. The legal defense provided by CONTRACTOR to the STATE under this provision must be free of any conflicts of interest, even if retention of separate legal counsel for the STATE is necessary. The STATE may, in its sole discretion and at its sole cost, retain separate legal counsel for the STATE. Any attorney appointed to represent the State must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08. CONTRACTOR also agrees to defend, indemnify, and hold the State harmless for all costs, expenses and attorneys' fees incurred if the State prevails in an action against CONTRACTOR in establishing and litigating the indemnification coverage provided herein. This obligation shall continue after the termination of this Contract.

11.2 Intellectual Property Infringement. CONTRACTOR will, at its own expense, defend STATE against any claim, demand or suit made or brought against STATE by a third party alleging that any use of CONTRACTOR Service as allowed under this Agreement infringes or misappropriates the valid United States patent rights of a third party issued or in effect on the Effective Date and CONTRACTOR will pay any costs of settlement or any damages finally awarded against STATE. CONTRACTOR will not have any obligation under this Section if a claim arises from: (a) the combination, use or operation of any Services with any third party service or product, (b) any modification of the Services made by any party other than CONTRACTOR, (c) use by STATE other than the then current unaltered release of any software used in the Services, (d) use or operation by STATE or its agents or contractors of the Service other than in accordance with this Agreement and all instructions and documentation provided by CONTRACTOR, (e) services http://www.legis.nd.gov/cencode/t44c04.pdf for which STATE controlled the design of such services or (f) STATE supplied content, data, or other information. CONTRACTOR’s obligations are expressly conditioned upon the following: (g) that STATE will promptly notify CONTRACTOR in writing of any allegation or notice of alleged infringement; (h) that CONTRACTOR will have sole control of the defense or settlement; (i) that STATE will cooperate with CONTRACTOR in a reasonable way to facilitate the settlement or defense. If any CONTRACTOR Service becomes, or in CONTRACTOR’s opinion is likely to become, the subject of a claim of infringement, CONTRACTOR will, at its option: (j) procure for STATE the right to continue using the applicable Service; (k) replace or modify the Service to provide STATE with a non-infringing Service that is functionally equivalent in all material respects; or (l) if (j) or (k) are not reasonably achievable by CONTRACTOR, terminate provision of the affected Service. Any third party system, CPE, equipment or software provided under this Agreement are provided without any obligation of CONTRACTOR to defend for any infringement or misappropriation. This Section provides the sole and exclusive obligations and remedies of the parties in connection with any third party claim, suit or other demand of infringement or misappropriation of third party proprietary rights in connection with any Services provided under this Agreement

12. Termination.

12.1 Service. Either party may terminate an individual Service or a Service Exhibit: (a) in accordance with the individual Service Exhibit’s term requirements with 60 days’ prior written notice to the other party, or (b) for Cause. If Service or a Service Exhibit is terminated by STATE for Convenience or by CONTRACTOR for Cause, then STATE will pay applicable Cancellation Charges set forth in the relevant Service Exhibit.

12.2 Agreement. This Agreement may be terminated by mutual consent of both parties executed in writing.

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 STATE 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 STATE for Convenience or by CONTRACTOR for Cause prior to the conclusion of the Term, then STATE will pay: (c) for CenturyLink QCC Services the higher of the Early Termination Charge or the sum of all CenturyLink QCC Cancellation Charges that apply for terminating all CenturyLink QCC Services at the time the Agreement is terminated; and (d) for CenturyLink QC Services, the CenturyLink QC termination charges as set forth in the Tariff or the applicable Service Exhibit(s).

12.3 Termination for Lack of Funding or Authority. STATE, by written notice to CONTRACTOR, may terminate, subject to Section 13, the whole or any part of this Contract under any of the following conditions:

If funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for purchase of the services or supplies in the indicated quantities or term.

If federal or state laws or rules are modified or interpreted in a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement.

If any license, permit, or certificate required by law or rule, or by the terms of this Agreement, is for any reason denied, revoked, suspended, or not renewed such that payment for the Services under this Agreement is no longer legally authorized.

Termination of this Agreement under this subsection is without prejudice to any obligations or liabilities of either party already accrued prior to termination.

12.4 Termination for Cause. STATE may terminate this Contract effective 30 days after delivery of written notice to CONTRACTOR, or any later date stated in the notice if the Cause remains uncured:

The rights and remedies of STATE provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. STATE will not be liable for any termination or cancellation charges where Agreement termination is for Cause.

12.5 Unpaid Charges. STATE will remain liable for charges accrued but unpaid as of the termination date.

12.6 Changes to Certain Documents. CenturyLink may amend, change, or withdraw the Tariff, AUP or Tech Pub, with such updated Tariff, AUP or Tech Pub effective upon posting or upon fulfillment of any necessary regulatory requirements. If a modification to a Tariff, AUP or Tech Pub (a) materially and adversely affects Customer’s legitimate use of a Service; and (b) is not required by government or judicial action, then Customer may terminate the affected Service upon 30 days’ written notice without liability for Cancellation Charges for the affected Service, provided, however, that Customer provides written notice of its intent to terminate the Service under this Section within 30 days after the modification occurs and provides CenturyLink the opportunity to cure the modification within the 30 days after Customer’s notice. No provision in CONTRACTOR’S documents will operate to limit CONTRACTOR’S liability for direct damages, to indemnify CONTRACTOR or any third party, or create obligations contrary to North Dakota state law. However, this provision will not nullify mutually agreed upon Service Level Agreements.

13. Non-Appropriations. STATE intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for STATE: (a) STATE agrees to include in its budget request appropriations sufficient to cover STATE's obligations under this Agreement; and (b) STATE agrees it will not use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent services provided however that this clause will not operate to prohibit the STATE from procuring necessary services. STATE reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose.

14. Miscellaneous.

14.1 General. The Agreement’s benefits do not extend to any third party (e.g., an End User). If any term of the Agreement is held unenforceable, the remaining terms will remain in effect. Except for time requirements as specifically stated in a Service Exhibit or SLA, neither party’s failure to exercise any right or to insist upon strict performance of any provision of the Agreement is a waiver of any right under the Agreement. The terms and conditions of the Agreement regarding confidentiality, indemnification, limitation of liability, warranties, payment, dispute resolution, and all other terms of the Agreement that should by their nature survive the termination of the Agreement will survive. Each party is not responsible for any delay or other failure to perform due to a Force Majeure Event.

14.2 Conflicts Provision. If a conflict exists among provisions within the Agreement, the following order of precedence will apply in descending order of control: Service Exhibit, the Agreement including any amendments, Order Form, CenturyLink QC records, and if applicable, CenturyLink QC Tech Pubs. 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 including any amendments, RSS, ISS, STATE’s Solicitation Amendment #1 to Request for Proposal (“RFP”) number 112-1504 dated March 12, 2015, Long Distance and Toll Free Services RFP #112-1504, Order Form, CenturyLink QC records, and if applicable, CenturyLink QC Tech Pubs.

14.3 Independent Contractor. CONTRACTOR provides the Services as an independent contractor. The Agreement will not create an employer-employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees, or affiliates.

14.4 ARRA. STATE 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 CONTRACTOR to provide certain information or perform certain functions unless each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement.

14.5 HIPAA. CONTRACTOR does not require or intend to access STATE data in its performance hereunder, including but not limited to any confidential health related information of STATE’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”). To the extent that any exposure to PHI is incidental to CONTRACTOR’s provision of Service and not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI, such exposure is allowable under 45 CFR 164.502(a)(1)(iii).

14.6 Installation, Maintenance and Repair

(a) Provision of Services is subject to availability of adequate capacity and CONTRACTOR’s acceptance of a complete Order Form.

(b) STATE will reasonably cooperate with CONTRACTOR or its agents to install, maintain, and repair Services. STATE will provide or secure at STATE's expense appropriate space and power; and rights or licenses if CONTRACTOR must access the building of STATE’s premises to install, operate, or maintain Service or associated CONTRACTOR equipment. CONTRACTOR may refuse to install, maintain, or repair Services if any condition on STATE’s premises is unsafe or likely to cause injury.

(c) STATE is responsible for any facility or equipment repairs on STATE’s side of the demarcation point. STATE may request a technician dispatch for Service problems. Before dispatching a technician, CONTRACTOR will notify STATE of the dispatch fee.

CONTRACTOR will assess a dispatch fee if it determines the problem is on STATE's side of the demarcation point or was not caused by CONTRACTOR’s facilities or equipment on CONTRACTOR’s side of the demarcation point.

14.7 Governing Law; Dispute Resolution.

(a) Billing Disputes. If STATE disputes a charge in good faith, STATE may withhold payment of that charge if STATE makes timely payment of all undisputed charges when due and provides CONTRACTOR with a written explanation of the reasons for STATE’s dispute of the charge within 90 days after the invoice date of such amount.

(b) Governing Law; Forum. This Contract is governed by and construed in accordance with the laws of the State of North Dakota.

Any action to enforce this Contract must be brought and litigated in the District Court of Burleigh County, North Dakota. Each party waives any claim of forum non conveniens.

14.8 No Resale; Security. STATE 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. CONTRACTOR has adopted and implemented, and will maintain, a corporate information security program designed to protect STATE information, materials and data accessed and possessed by CONTRACTOR from loss, misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The CONTRACTOR information security program is subject to reasonable changes by CONTRACTOR from time to time. CONTRACTOR’s standard service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. STATE is responsible for selecting and using the level of security protection needed for all STATE data stored or transmitted via the Service and using reasonable information security practices, including those relating to the encryption of data.

14.9 Assignment. Either party may assign the Agreement without the other party’s prior written consent: (a) in connection with the sale of all or substantially all of its assets; (b) to the surviving entity in any merger or consolidation; or (c) to an Affiliate provided such party gives the other party 30 days’ prior written notice. Any assignee of the STATE must have a financial standing and creditworthiness equal to or better than STATE's, as reasonably determined by CONTRACTOR, through a generally accepted, third party credit rating index (i.e. D&B, S&P, etc.). Any other assignment will require the prior written consent of the other party. But STATE may not assign this Agreement or any Service to a reseller or a telecommunications carrier under any circumstances.

14.10 Amendments; Changes. The Agreement may be amended only in a writing signed by both parties’ authorized representatives.

However, any change in rates, charges, or regulations mandated by the legally constituted authorities will act as a modification of any contract to that extent without further notice. Each party may, at any time, reject any handwritten change or other alteration to the Agreement. CONTRACTOR may change features or functions of its Services; for material changes that are adverse to STATE, CONTRACTOR will provide 30 days’ prior written notice, but may provide a shorter notice period if the change is required by Regulatory Activity or Tariff provisions. CONTRACTOR may amend, change, or withdraw the Tariffs, RSS, ISS or AUP, with such updated Tariffs, RSS, ISS or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements.

14.11 CONTRACTOR Websites. References to websites in the Agreement include any successor websites designated by

CONTRACTOR.

14.12 Required Notices. Unless provided otherwise in the Agreement, all required notices to CenturyLink must be in writing, sent to 931 14th Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Notice Coordinator Attn.: Legal Dept., and to STATE as provided above. All notices to the Customer must be in writing, sent to 4201 Normandy Street, Bismarck, ND 58503. Attn: Director of Administrative Services. 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.

Notice provided under this provision does not meet the notice requirements for monetary claims against STATE found at N.D.C.C § 32- 12.2-04.

14.13 Service Termination Notices. STATE’s notice will be in writing and deemed received if delivered personally, sent via facsimile, pre-paid overnight courier, electronic mail (if an e-mail address is provided below) or sent by U.S. Postal Service or First Class International Post. Unless otherwise provided for in a Service Attachment, requests for disconnection of Service (other than for default) must be submitted to CONTRACTOR via STATE’s portal at https://www.centurylink.com/business/login/ or via the following website / link:

https://www.lumen.com/help/en-us/disconnects.html Error! Hyperlink reference not valid.and will be effective 30 days after receipt (or such longer period set forth in a Service Attachment). Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CONTRACTOR via STATE’s portal at https://www.centurylink.com/business/login/ or via Email at:

billing@lumen.com. STATE failure to follow this process and/or provide complete information may result in continued charges that will not be credited. All Customer notices for QC Service disconnect and termination must be sent via e‑mail to: CenturyLink, Attn.:

BusinessDisconnects@centurylink.com and must contain the account name, account number, identification of the Service(s), and Service address(es). Such disconnect and termination is effective 30 days after CenturyLink’s receipt of the notice. All Customer notices for Service non-renewal and other routine operational notices will be provided to its CenturyLink sales representative. Failure to provide disconnect, termination and non-renewal notices in accordance with the terms of this Agreement may result in continued charges, and CenturyLink will not credit charges for such noncompliance.

14.14 Entire Agreement. The Agreement (including the General Provisions, 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, including but not limited to that certain 205 Long Distance Services Agreement dated August 14, 2003 and stored as CONTRACTOR Content ID 417287; that certain Centrex Prime Rate Stability Service Agreement dated March 9, 2015 and stored as CONTRACTOR Content ID 906634; that certain Interstate Private Line Transport Services Agreement dated November 6, 2014 and stored as CONTRACTOR Content ID 875886; that certain ISDN PRS, DSS, or UAS Individual Case Basis Rate Plan Agreement dated September 4, 2013 and stored as CONTRACTOR Content ID #558281.

14.15 Critical 9-1-1 Circuits. The Federal Communications Commission’s 9-1-1 reliability rules mandate the identification and tagging of certain circuits or equivalent data paths that transport 9-1-1 calls and information (“9-1-1 Data”) to public safety answering points.

These circuits or equivalent data paths are defined as Critical 911 Circuits in 47 C.F.R. Section 12.4(a)(5). CONTRACTOR policies require tagging of any circuits or equivalent data paths used to transport 9-1-1 Data. STATE will cooperate with CONTRACTOR regarding compliance with these rules and policies and will notify CONTRACTOR of all Services STATE purchases under this Agreement utilized as Critical 911 Circuits or for 9-1-1 Data.

14.16 Affiliates. CONTRACTOR may use a CONTRACTOR affiliate or a third party to provide Service to STATE, but CONTRACTOR will remain responsible to STATE for Service delivery and performance.

14.17 Order(s). Customer may submit requests for Service in a form designated by Lumen (“Order”). The term for a Service is defined in the applicable Service Attachment (“Service Term”). Unless otherwise set forth in a Service Attachment, Service will continue month-to-month at the expiration of the Service Term at the existing rates, subject to adjustment by Lumen on 30 days’ written notice. Lumen will notify Customer of acceptance of requested Service in the Order by delivering (in writing or electronically) the date by which Lumen http://www.legis.nd.gov/cencode/t32c12-2.pdf http://www.legis.nd.gov/cencode/t32c12-2.pdf https://www.centurylink.com/business/login/ https://www.lumen.com/help/en-us/disconnects.html https://www.centurylink.com/business/login/ mailto:billing@lumen.com will install Service (the “Customer Commit Date”), by delivering the Service, or by the manner described in a Service Attachment. Renewal Orders will be accepted by Lumen’s continuation of Service. For moves, adds or changes agreed to by Lumen, Customer will pay Lumen’s then current charges unless otherwise specifically stated in a Service Attachment.

15. Clauses for CenturyLink QC RSS No. 1 Services. The clauses in this section apply only to the CenturyLink QC Service Exhibits stating that service is offered out of CenturyLink QC RSS No. 1.

15.1 Jurisdiction. STATE understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Term, more than 10% of its usage will be interstate usage.

15.2 Construction and Funding Approval. CenturyLink QC and STATE may agree to separate Construction charges if facilities are not available to meet an order for Service and CenturyLink QC constructs facilities under one or more of the following circumstances: (a) if the amount of STATE's expected payments over the term of the Agreement does not exceed CenturyLink QC’s calculated cost of providing the Service plus its expected rate of return; (b) STATE requests that Service be furnished using a type of facility, or via a route that CenturyLink QC would not normally utilize in providing the requested Service; (c) more facilities are requested than would normally be required to satisfy an order; and (d) STATE requests that Construction be expedited, resulting in added cost to CenturyLink QC.

Service provided under this Agreement is subject to Funding approval and that approval will be evidenced in the Funding Concurrence block on the Pricing Attachment. That approval will be granted at the sole discretion of CenturyLink QC. In the event contract documents are signed, under which STATE is ordering Service for which Funding is not approved, CenturyLink QC will cooperate with STATE in good faith to develop an alternative service solution if Funding cannot be achieved on the contracted solution and CenturyLink QC may immediately terminate, without penalty, the Pricing Attachment under which STATE ordered the Service, when Funding of the contracted and alternate Service solutions is determined to not be possible.

15.3 Expedite. Any STATE requests for CenturyLink QC to Expedite the delivery of Service before the standard or negotiated Service Due Date will be deemed an expedited order and Expedite charges will apply. Upon CenturyLink QC’s receipt of an Expedite request from STATE, STATE and CenturyLink QC will mutually agree to a new Service Due Date.

15.4 Service Changes. STATE may add, move, or upgrade each Service in a Pricing Attachment via an Amendment to this Agreement.

New Service and any addition, move, or upgrade to existing Service is subject to the terms of the RSS in effect when the Amendment to add, move, or upgrade existing Service is executed or for new Service when the new Service is installed. Existing terms and conditions will continue to apply to existing Service. But if an RSS change results in a conflict with the terms and conditions applicable to the Service, then STATE must agree to an amendment modifying the terms and conditions before CenturyLink QC will provision the new Service or the additions, moves, or upgrades to existing Service.

15.5 Service Interruptions. Service interruption means a total disruption of the Service subject to restrictions and exclusions outlined in an SLA or in the RSS. Services with a Service-specific SLA are subject to the credit for service interruptions contained in the applicable SLA and described in the RSS posted at qwest.centurylink.com/legal. Services without a Service-specific SLA are subject to the credit for service interruptions contained in the RSS. The credits outlined in the SLAs or RSS are STATE’s sole and exclusive remedy for interruptions of any kind to the Service. CenturyLink QC may, from time to time, suspend Service for routine maintenance or rearrangement of facilities or equipment. CenturyLink QC will give advance notification of any such suspension of Service. Such suspension of Service is not considered an out-of-service condition unless Service is not restored by the end of the period specified in the notification.

15.6 Additional Payment Language.

(a) Rates, including Rates for optional features or functions, are set forth in each Pricing Attachment applicable to the Service. The Rates shown on each Pricing Attachment are for informational purposes. STATE will receive the Rates in effect in the RSS on the Service Acceptance Date. CenturyLink QC will keep an archive of the RSS Web pages listing Rates, including dates of Rate changes. STATE agrees that CenturyLink QC’s archive is conclusive evidence of the archived RSS webpages in the event of a dispute.

(b) If STATE requests items from the RSS for which charges do not appear in a Pricing Attachment, CenturyLink QC will inform STATE of the charges at the time of the request, giving STATE the opportunity to cancel the request, rather than incurring the charges. Those items may include, but are not limited to: (a) Expedites, including third-party charges incurred by CenturyLink QC in connection with the Expedite; (b) CPE; (c) Construction; (d) Termination Charges; (e) charges for labor, testing, or design changes: (f) inside wiring; and

(g) additional administrative charges that may be applied for services not described on Pricing Attachments or for requests to provision Services in a manner inconsistent with CenturyLink QC’s then-current practices. STATE will pay such charges for requests performed regardless of whether STATE cancels Service or CenturyLink QC fails to deliver on the requested Expedite date, unless such failure was caused by CenturyLink QC.

(c) CenturyLink QC will require STATE to accept Service by the end of the Grace Period, in which case CenturyLink QC will commence with regular monthly billing for the Service and STATE agrees to pay for the billed Service. If STATE has not accepted the Service by the end of the Grace Period, then CenturyLink QC may terminate the Service subject to the Termination section of this Agreement.

15.7 State Responsibilities. STATE is responsible for the following:

(a) Access. STATE will provide reasonably prompt access to its premises to CenturyLink QC authorized personnel and other authorized parties, responding to Service restoration, equipment failure, maintenance, or other relevant situations.

(b) On-Site Operations. All STATE operations concerning Service at STATE’s premises will be performed at STATE’s expense, and STATE will be required to conform to all applicable specifications that CenturyLink QC may adopt as necessary to maintain Service. Any special structural work required for supporting telecommunications facilities needed to provide Service on STATE’s premises will be provided only at STATE’s expense.

(c) STATE will properly use the Service. STATE will not itself or permit others to use the Service in ways it is not intended or alter, tamper with, adjust, or repair the Service.

15.8 QC RSS No. 1 Service Termination.

(a) Service; Service Exhibit Before Service Due Date. If STATE cancels an order for Service before the Service Due Date or does not accept the Service by the conclusion of the Grace Period, and CenturyLink QC terminates the Service at the end of the Grace Period, Termination Charges not prohibited by this Agreement (including amendments and Service Exhibits) will apply, including the full NRCs that would have otherwise applied and any non-reusable and non-recoverable portions of expenditures or liabilities, such as Construction charges incurred exclusively on behalf of the STATE by CenturyLink QC and not fully reimbursed by NRCs.

(b) Service; Service Exhibit After Service Acceptance Date. Either party may terminate an individual Service ordered under a Service Exhibit after the Service Acceptance Date under the terms of the applicable Service Exhibit. CenturyLink QC will waive the Termination Charge in excess of the Minimum Service Period if Customer terminates due to a move or upgrade of all or a portion of Service and all of the following conditions are met (“Waiver Policy”):

(i) Customer must have satisfied the Minimum Service Period for the existing Service or be subject to the Termination Charge applicable to the unexpired portion of the Minimum Service Period;

(ii) Customer must agree to a new service term and Minimum Service Period for the new service;

(iii) The total value of the new Service must be equal to or greater than 115% of the remaining value of the Service being terminated.

NRCs and Construction charges will not contribute toward the 115% calculation;

(iv) The request to disconnect the existing Service and the request for the new service are received by CenturyLink QC at the same time and both requests must reference this Waiver Policy;

(v) For ATM, FR, and Metro Ethernet, the new Service installation due date must be within 30 days of the due date of the disconnection of the existing Service, unless the installation is delayed by CenturyLink QC; for SHNS, SST, GeoMax, and HDTV-NET the new Service installation due date must be on or before the due date of the disconnection of the existing Service, unless the installation is delayed by CenturyLink QC;

(vi) Customer agrees to pay all outstanding MRCs and NRCs for existing Service;

(vii) The NRCs in effect at the time the Service is moved or upgraded will apply to the move or upgrade; and

(viii) This Waiver Policy only applies to moves or upgrades to other CenturyLink QC services that are subject to a CenturyLink QC Tariff or the QC RSS.

15.9 CenturyLink QC RSS No. 1 Service Definitions.

“Construction” means when Service may not be available due to facilities limitations and it is necessary for CenturyLink QC to construct facilities.

“Demarcation Point” means the CenturyLink QC designated: (a) physical interface between the CenturyLink QC Domestic Network and STATE’s telecommunications equipment; or (b) physical interface between a third-party carrier connecting the CenturyLink QC Domestic Network to STATE’s telecommunications equipment. “CenturyLink QC Domestic Network” means the CenturyLink QC operated facilities located within CenturyLink QC’s 14-state local service area (those states are listed in the opening paragraph of this Agreement) and which consists of transport POPs, physical media, switches, circuits and/or ports that are operated solely by CenturyLink QC.

“Expedite” means STATE’s request to CenturyLink QC to provision a Service more quickly than the CenturyLink QC standard or negotiated interval for which an additional Expedite charge will apply.

“Funding” means STATE charges over the term of a Service contract that covers CenturyLink QC’s calculated costs for providing Service and it’s expected rate of return when network infrastructure is not available to provide Service to STATE.

“Grace Period” means a period of 30 business days from the later of the Service Due Date or the date when Service is made available to the STATE, and during which the applicable Service will be held available for STATE upon STATE’s request.

“Minimum Service Period” means 12 months following the Service Acceptance Date, as evidenced by CONTRACTOR QC records. In the case of Frame Relay, this means 6 months following the Service Acceptance Date.

“Pricing Attachment” means each document containing Service Rates, Term, and location-specific information, all of which are incorporated by this reference and made a part of each Service Exhibit.

“Rates” means the MRCs and NRCs for the Service.

“Service Acceptance Date” means the date STATE accepts the Service and billing commences, as evidenced by CenturyLink QC records.

“Service Due Date” means the date CenturyLink QC makes the Service available to STATE for testing.

“SONET” means Synchronous Optical Network.

“Termination Charge” means the termination charges detailed in the Service Exhibits.

16. Definitions.

“Affiliate” means any entity controlled by, controlling, or under common control with a party.

“AUP” means the Acceptable Use Policy incorporated by this reference and posted at http://www.centurylink.com/legal/.Error!

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“Cancellation Charge” means cancellation or termination charges that apply when STATE cancels Service without Cause: (a) as described in a Service Exhibit (or in the Tariff for applicable CenturyLink QC Services); and (b) when charges are incurred by CenturyLink QCC from a third-party provider as a result of an early termination.

“Cause” means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by STATE, 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. Cause includes failure of CenturyLink to provide services required by this Contract within the time specified or any extension agreed to by STATE and CenturyLink failure to perform any of the other provisions of this Contract, or so failure to pursue the work as to endanger performance of this Agreement in accordance with its terms.

“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 deemed confidential under North Dakota state or federal law.

“Convenience” means any reason other than for Cause.

“CPE” means any customer equipment, software, and/or other materials of STATE used in connection with the Service.

"CPNI" means Customer Proprietary Network Information, which includes confidential…