Amend 6 - Domestic Div Redacted.pdf

DocuSign Envelope ID: 85625F28-A518-4152-A716-FB518F388C59

WISCONSIN DEPARTMENT OF ADMINISTRATION

DIVISION OF ENTERPRISE OPERATIONS

DOA-3051 (R 07/2015)

S. 51 .01(5) WIS. STATS.; AND

S. 111.32(13M) WIS. STATS

Contract Amendment

Contract No.: 505ENT-Ml 1-HICAPCENT-01 I Amendment No.: 6

STATE BUREAU OF PROCUREMENT

101 EAST WILSON STREET, 6TH FLOOR

POST OFFICE BOX 7867

MADISON, WI 53707-7867

FAX (608) 267-0600

TTY (608) 267-9629

HTTP:/NENDORNET.STA TE.WI.US

Contract Title: HI CAPACITY LOCAL VOICE TRUNKING COMMUNICATIONS SERVICES

This Amendment is entered into by and between the State of Wisconsin, Division of Entergrise Technology, and the Contractor, whose name, address and principal officer aooears below.

Contractor Name CenturyLink Sales Solutions, Inc

Contractor Address 1801 California Street 9t1t Floor

City: Denver I State: co I Zip: 80202

Principal Officer:

The parties wish to change the terms of the above-referenced Contract in the following manner:

Amendment will allow CenturyLink to add diversity to their Session Initiated Protocol (SIP) services. This exhibit provides the diversity options for any of these configurations based on needs including Card, Device, Single Circuit, Switch and Transport. UW Madison has requested Transport diversity to be added to their design, which will provide another path from UW Madison to a Chicago Point of Presence (POP).

Modifications to existing service exhibits are provided for in the attached Amendment six (6) document.

Except as expressly changed by this Amendment, the terms, conditions, rights and obligations of Contract No.:

SO"F.NT-Ml 1-HTl'.A Pl'.F.NT-01 shall remain in effect unchanged. In the event of any inconsistency or conflict in the Contract and this Amendment, the provision of this Amendment shall control.

To Be Completed by Contractor

For For centutyLink sales solutions, Inc

Company Name

1801 California St

Address

Denver co 80202 City State Zip

By Jacob oarfler

J.- 2() -20/1 Date

1;go4e3E;•D4BD

Signature

Manager - offer Management

Title

1/13/2017

Date

This document can be made available in alternate formats to individuals with disabilities upon request.

DocuSign Envelope ID: 85625F28-A518-4152-A716-FB518F388C59

AMENDMENT SIX TO THE CENTURYLINK CONTRACT

FOR HI CAPACITY LOCAL VOICE TRUNKING COMMUNICATIONS SERVICES

Contract 505ENT-M11-HICAPCENT-01 (Formerly 15-91579-102)

This Amendment 6 (N169489) is by and between the State of Wisconsin (Customer) and Centurylink Sales Solutions, Inc, as contracting agent on behalf of the applicable Centurylink affiliated entities providing the Products and Services ("Centurylink"). Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement. This Amendment established the terms and conditions governing Centurylink's provision of the Products and Services priced herein.

It is agreed by the parties to amend the Contract as follows:

1. Term, No changes Customer's existing Initial Term will remain in effect.

2. Addition of Services. Customer is adding a new Service to the Agreement. Customer's new Services are added as follows:

• DOMESTIC NETWORK DIVERSITY SERVICE EXHIBIT

The attached contract documents(s) associated with the addition of Services(s) may include, but is not limited to the following: Service Exhibit(s), Pricing Attachment(s), and Service Attachments, which are added to, and constitute a part of, the Agreement and the existing Services. The definition of Services in the Agreement will include the Services in the contract documents attached to this Amendment.

3. Miscellaneous. This Amendment will be effective as of the date it is executed by Centurylink after the Customer's signature (the "Amendment Effective Date") and will become part of the Agreement. All other terms and conditions in the Agreement shall remain in full force and effect and be binding upon the parties. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of the Master Agreement will control.

Using Centurylink's electronic signature process for the Agreement is acceptable.

DGM/N169489 amends N102708, N71067, N97552 N155334 V2 11-17-2016

DocuSign Envelope ID: 85625F28-A51B-4152-A716-FB518F388C59

FOR HI CAPACITY LOCAL VOICE TRUNKING COMMUNICATIONS SERVICES

DOMESTIC NETWORK DIVERSITY® SERVICES EXHIBIT

1. General; Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. CenturyLink QCC will provide Domestic Network Diversity enhancements ("Service" or "Diversity") to underlying services in the continental United States under the terms of the Agreement, RSS, and this Service Exhibit.

"Card Diversity" means the secondary or diverse circuit that originates and/or terminates onto a separate card on the same device within the same CenturyLink POP as the primary circuit.

"Dedicated IP Access" means a special access local loop connection, from the Customer premises to an IP POP ("POP").

"Device Diversity" means the secondary or diverse circuit that originates and/or terminates in a separate aggregation device (such as routers, switches) within the same IP POP as the primary service.

"ELA" or "Ethernet Local Access" means CenturyLink Provided Access using Ethernet over SONET technology and is available at bandwidths varying from 1 Mbps to 1,000 Mbps (1Gbps).

"IP POP" is a CenturyLink POP where IP edge routers are located on the CenturyLink Domestic Network and Networking Service is available.

"IP POP Diversity" means the diverse circuit that originates and/or terminates in a physically separate IP POP from the primary circuit.

"CenturyLink POP" means a point of presence ("POP") on the CenturyLink Domestic Network.

"CenturyLink Domestic Network" means the CenturyLink operated facilities located within the 48 contiguous states that consist of transport POPs, physical media, switches, circuits, and/or ports that are operated solely by CenturyLink.

"Single Circuit Diversity" unless otheiwise stated in this Service Exhibit, means an individual circuit on the CenturyLink Domestic Network that either: (a) is routed to, or; (b) avoids a specified geographic location along the circuit's path between the originating and terminating CenturyLink transport POP buildings, subject to availability.

"SLA" means the service level agreement specific to the Service, located at http://www.centurylink.com/legal/, which is subject to change.

"Special Access" means CenturyLink Provided Access using Digital Signal speeds DS-0, DS-1, and DS-3 or Optical Carrier signal speeds OC-3, OC-12, OC-48, and OC-192.

"Switch Diversity" means the secondary or diverse circuit that originates and/or terminates in a separate CenturyLink switch from the primary circuit. Depending on available network facilities, the circuits may originate and/or terminate at the same or different CenturyLink POP.

"Transport Diversity" means two or more diversely related circuits that are independently routed on the CenturyLink Domestic Network transport systems between the originating and terminating CenturyLink POP buildings, subject to availability. At Customer's request and subject to availability, CenturyLink will provision diversely related Underlying Services from different CenturyLink POP buildings in the originating and/or terminating cities. In some instances, the diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit.

"Underlying Service" means an approved CenturyLink service offering on the CenturyLink Domestic Network that also supports Diversity.

2. Service.

2.1 Description. Diversity is an enhanced routing option that routes an Underlying Service according to either: (a) a Customer defined routing between two or more diversely related circuit(s); or (b) a predefined path that either routes to or avoids a specified geographic location on the circuit path ("Single Circuit Diversity") according to Customer's requirements, unless otheiwise noted below;

and (c) identifies and maintains the diversely routed circuit(s) in the CenturyLink provisioning systems, until the Service is cancelled.

Diversity does not provide switching and/or routing of Customer's digital transmissions between primary and diversely routed circuits in the event of a failure on any one circuit or port. CenturyLink only offers protection switching, if any, inherent with the Underlying Services. The Diversity options described in this Service Exhibit are subject to availability and technical feasibility. The SLA is effective as of the first day of the second month after initial installation of Service. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for the Service. CenturyLink's Underlying Services include:

Domestic Private Line Service, EPL, Optical Wavelength Networking Service (including Internet Ports, Private Ports, and Enhanced Ports), ATM Service, Frame Relay Service, Dedicated Domestic Outbound/Inbound Long Distance Service ("Long Distance"), and related Local Access Service. The Underlying Services will, except to the extent modified in this Service Exhibit, be offered pursuant to the terms and conditions of the Agreement, Service Exhibits, and/or RSS applicable to the Underlying Services.

V2 11-17-2016

FOR HI CAPACITY LOCAL VOICE TRUNKING COMMUNICATIONS SERVICES

DOMESTIC NETWORK DIVERSITY® SERVICES EXHIBIT

2.2 Diversity Configurations. Diversity configurations vary based on the Underlying Service. See below for options, subject to available network facilities.

(a) Domestic Private Line Diversity Service. Domestic Private Line Diversity Service is offered at DS-1, DS-3, OC-3, OC-12, and OC-48 transmission rates. Centurylink does not offer DS-0 and Fractional DS-1 Domestic Private Line Diversity Services.

Centurylink's routing of the diverse Domestic Private Line circuit(s) is based on the route of the designated working path of the circuit(s). Domestic Private Line Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity or Transport Diversity. In some instances, the diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit.

(b) EPL Diversity Service. EPL Diversity Service is offered at 50 Mbps, 100 Mbps, 150 Mbps, 600 Mbps, and 1000 Mbps transmission rates. Centurylink's routing of the diverse EPL circuit(s) is based on the route of the designated working path of the circuit(s). EPL Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity or Transport Diversity.

(c) Optical Wavelength Diversity Service. Optical Wavelength Diversity Service is offered as an unprotected point-to-point transmission path between an originating and terminating Century link POP at 1 GbE, 2.5 Gbps and 10 Gbps transmission rates.

Optical Wavelength Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity or Transport Diversity.

(d) Networking Diversity Service. Networking is offered at DS-1, IMA (2xDS-1 up to 8xDS-1s)*, DS-3, OC-3, OC-12, and OC-48 transmisison rates. Networking Diversity Service is offered in the following configurations but not in combination: POP Diversity (Single Circuit or Primary and Diverse Circuit), Device Diversity, or Card Diversity. Networking Single Circuit Diversity on the Centurylink Domestic Network means a circuit that is routed to a specified IP POP. The secondary or diverse circuit cannot be used to load balance Customer's traffic. The secondary or diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit.

(e) ATM/Frame Relay Diversity Service. ATM Diversity Service is offered at DS-1, IMA (2xDS-1 up to 8xDS-1s)*, DS-3, OC-3, and OC-12 transmission rates and Frame Relay Diversity Service is offered at DS-1 and DS-3 transmission rates. ATM/Frame Relay Diversity is offered in the following configurations, but not in combination: POP Diversity, Switch Diversity or Card Diversity. The diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit.

(f) Long Distance Diversity Service. Long Distance Diversity Service is offered at DS-1, DS-3, OC-3, OC-12, and OC-48 transmission rates. The diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit.

Long Distance Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity, Switch Diversity, or Card Diversity. Long Distance Single Circuit Diversity on the Centurylink Domestic Network means a circuit that is routed to a specified Centurylink voice switch.

2.3 Local Access Diversity Service. Local Access Diversity Service is an enhancement to Local Access that: (a) routes circuits based on Customer's reasonable routing requirements; and (b) identifies and maintains the Local Access circuits as diversely routed circuits in the Centurylink provisioning systems. Local Access Diversity Service is offered with: (c) Special Access at DS-1, 2xDS-1 up to SxDs-1•, DS-3, OC-3, OC-12, and OC-48 transmission rates; or (d) ELA at bandwidths varying from 1 Mbps to 1000 Mbps (1Gbps) and may include CenturyLink ordering circuits utilizing alternate Central Offices or alternate Serving Wire Centers. Centurylink does not have direct control of the routing, installation, maintenance, performance, etc. of the third party local access facilities ordered on behalf of the Customer.

2.4 Ordering of Diversity Services. Upon acceptance of an Order Form, Centurylink will notify Customer of its target date for the delivery of each Service ("Customer Commit Due Date"). Centurylink will use commercially reasonable efforts to install each Service on or before the Customer Commit Due Date, but the inability of Centurylink to deliver Service by that date will not be a default under the Agreement.

2.5 Service Conditions.

(a) Centurylink will not provide special construction as part of the Service. Any requests for special construction are handled on an individual case basis.

(b) Customer understands and agrees that Centurylink has no visibility into the location of fiber strands, conduits, and other network facilities of other carriers and that Centurylink will not attempt to identify and/or manage other carrier's facilities as part of the Service.

Customer understands and agrees that Diversity is offered on On-Net facilities only. Furthermore, Customer understands and agrees that Centurylink may rearrange (groom) Customer's circuits in accordance with standard Centurylink network maintenance activities.

V211-17-2016

FOR HI CAPACITY LOCAL VOICE TRUNKING COMMUNICATIONS SERVICES

DOMESTIC NETWORK DIVERSITY® SERVICES EXHIBIT

If a Centurylink-initiated network rearrangement removes the Customer's diversity, then Centurylink will notify Customer to determine alternative Diversity solutions, if any.

(c) Customer may experience increased latency on diversely routed circuit(s) as a result of increased actual routing mileage.

(d) Single Diverse Circuit Additional Mileage Charges. If Centurylink, in its sole discretion, determines that Customer's specified geographic routing criteria on a Single Circuit Diversity request results in excessive additional mileage, Centurylink may charge Customer actual mileage charges on the Underlying Seivice.

(e) Customer acknowledges that diverse circuits must have traffic on them in order for Centurylink to monitor connectivity.

3. Charges. Customer will pay all charges set forth in a valid quote sheet attached to the Order Form for Diversity or in a Pricing Attachment, in addition to the charges for the Underlying Seivices. If backhaul routing is required to complete Customer's Diversity order for Networking (including Internet Ports, Private Ports, and Enhanced Ports) ATM Seivice, Frame Relay Seivice, or Long Distance, Customer will pay the backhaul charges for each diversely routed circuit and for iQ Networking seivice, the Backhaul Pricing Attachment will be attached to this Seivice Exhibit. Billing will begin once the circuit is available for testing or use by Customer with the Diversity activated or once Diversity has been added to an existing circuit. List rates will be used to calculate Contributory Charges.

The Seivice is not entitled to the QTA Discount.

•The DS-1s within an Nx bundle must all connect to the same POP.

V211-17-2016