CONTRACT - CenturyLink HiCap Redacted.pdf

State of Wisconsin Department of Administration

DOA-3049 (R01/2000)

S. 51.01 (5) Wis. Stats.; s. 111.32(13m) Wis. Stats.

State Bureau of Procurement 101 East Wilson Street, 6th Floor

P. 0. Box 7867 Madison, WI 53707-7867

Contract

Commodity or Service: Telecommunications-Hi Cap Trunking Request for Bid/Proposal No: 28008-LAA

Contract Period: Five Years Contract No: 15-91579-102

1. This contract is entered into by and between the State of Wisconsin, Department of Administration, and the contractor whose name, address, and principal officer appears below;

2. Whereby the State Bureau of Procurement, Department of Administration, agrees to direct the purchase and the contractor agrees to supply the contract requirements cited above in accordance with the tenms and conditions of the request for bid cited above, and in accordance with the contractor's bid submitted on this request for bid; which request for bid is hereby made a part of this contract;

3. In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s.51.01 (5), Wis. Stats., sexual orientation as defined in s.111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other fonns of compensation; and selection for training, including apprenticeship.

Except with respect to sexual orientation, the contractor further agrees to take affinmative action to ensure equal employment opportunities. The contractor agrees to post in conspicuous places, available for employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the nondiscrimination clause.

4. Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affinmative action plan. Contractors with an annual work force of less than twenty-five (25) employees are exempted from this requirement.

Within fifteen (15) working days after the award of the contract, the plan shall be submitted for approval to the contracting agency.

Technical assistance regarding this clause is provided by the Wisconsin Office of Contract Compliance, Department of Administration, P.O. Box 7867, Madison, WI 53707-7867, (608) 266-5462.

For

By

Title

State of Wisconsin Department of Administration State Bureau of Procurement

Christopher P. Schoenherr

Deputy Secretary

Phone (d;CJJ- -2&7•/f f7 I

()S,-·21--201<-z Date (mm/dd/ccyy)

Witnesses

To be Completed by Contractor

For CenturyLink Sales Solutions, Inc.

Company Name

1801 CaHfornia Street, 9th Floor Company Address

Denver, CO 80202 City, State, ZIP

By Richard Fernandez_ ~, Name

Signature

Title Director, Offer Management

Date 03/13/2012 (mm/dd/ccyy)

Witnesses

This document can be made available in accessible fonmats tq,<(uali ed individuals th disabilities.

CENTURYLINK AGREEMENT HIGH CAPACITY LOCAL VOICE TRUNKING FOR

COMMUNICATIONS SERVICES

Contract 15-91579-102

This Century Link Agreement for Voice Processing Communications Services between CENTURYLINK SALES SOLUTIONS, INC. as contracting agent on behalf of the applicable CenturyLink affiliated entities providing the Products and Services ("CenturyLink") and State of Wisconsin ("Customer11

) is effective on the date all parties have signed this Agreement ("Effective Date"). This Agreement establishes the terms and conditions governing CenturyLink's provision of the Products and Services priced in this Agreement. Contract signatures are on the State of Wisconsin Contract Cover Sheet that must be attached to this Agreement.

1. SERVICES.

I.I CenturyLink will provide and Customer will purchase and use the products ("Products") and services ("Services") listed in this CenturyLink Agreement for High Capacity Local Voice Trunking Communications Services under the standard terms and conditions contained herein, the applicable Product and Service- specific terms and conditions ("Service Annex"), which are attached to and incorporated by reference into this Agreement;

any applicable Schedules, which are incorporated into this Agreement by reference to, CenturyLink's response to and the State of Wisconsin RFP 28002 LAA for Enterprise Voice Services (all collectively hereinafter referred to as the "Agreement"). The applicable Service Annexes are the CenturyLink Smart IP Integrated Trunking Service Annex and the CenturyLink Primary Rate Interface Service Annex. Products and Services sold pursuant to the CenturyLink Smart IP Integrated Trunking Service Annex will be provided by CenturyTel of Wisconsin, LLC and/or any operating affiliate(s). Products and Services sold pursuant to the CenturyLink Primary Rate Interface Service Annex will be provided by CenturyTel Acquisition LLC and/or any operating affiliate(s). The name CenturyTel may be used in association with the Products and Services provided by CenturyLink in this Agreement.

1.2 Purchase Orders. CenturyLink will accept Customer-issued purchase orders ("Orders"), which will be subject to this Agreement.

1.3 Authorized Users. CenturyLink will offer the Products and Services to Authorized Users as defined in Section 17 .2 under the same terms, conditions and pricing as offered to Customer.

2. LOCAL GOVERNMENTS AND GOVERNMENT PROGRAMS

2.1 Nonappropriation. Customer shall make all reasonable efforts to budget and secure any funds required to fulfill its contractual obligations for each fiscal year during the Term. If a Nonappropriation occurs during the Term, Customer may terminate the Agreement in whole or in part at the end of the then-current fiscal period or whenever the funds actually become available, whichever is sooner, ("Termination Date") without incurring any termination liability. Customer will not be obligated for payments after the Termination Date for any Service(s) terminated pursuant to this section. Customer will give CenturyLink written notice of any termination under this section as soon as practicable before the Termination Date. If Customer terminates the Agreement under this section, Customer shall not obtain the Services described in the Agreement from another provider for a period of 180 days from the Termination Date or the expiration of the original term, whichever is sooner. At CenturyLink's request, Customer will promptly provide supplemental documentation about the Nonappropriation.

2.2 American Recovery and Reinvestment Act (ARRA). Customer will not pay for Products or Services with funds obtained through the ARRA.

2.3 Conflicts Provision. If a conflict exists among any of the documents that govern the provision of Products and Services hereunder, the following order of precedence will apply in descending order of control: this Agreement including the Service Annexes, the CenturyLink RFP Response as accepted by Customer, the RFP and any Order.

3. TERM.

3.1 Agreement Term. This Agreement will be for a term of 60 months ("Agreement Term"). CenturyLink will not accept new Orders after expiration of the Agreement Term. The parties agree that the Products and Services provided to Customer and this Agreement are coterminious.

3.2 Transition Period. If Customer continues to receive Service after expiration of the Agreement Term, CenturyLink agrees to provide the Service during a transition period of 180 days only ("Transition Period"). During the Transition Period, CenturyLink will provide that Service in a_ccordance with the terms and conditions of this Agreement.

4. CHARGES.

4.1 CenturyLink Charges. Customer will pay CenturyLink the rates and charges set forth in the applicable Service Annex) including all charges associated with establishing Customer's Products and Services or related to

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Contract 15-91579-102

CenturyLink's installation or provisioning costs. Customer will also pay certain non-recurring charges ("NRCs") for Products and Services. Examples of these NRCs are customer-initiated change requests, expedite charges, service charges, any construction-related charges, and liabilities imposed on CenturyLink by third parties, such as other local exchange carriers, as a result of ordering or providing facilities to operate Services. NRCs for special construction charges required to provide the Services, if applicable, will be determined at the time of the Order. The rates and charges are not governed by the Unfair Sales Act.

4.2 Fixed Rates and Percentage Discounts. Except as expressly stated otherwise in the Agreement, rates and charges for a Product or Service that are stated as a flat or fixed recurring or non-recurring charge will not change during the Agreement Term (for a Product or Service) if CenturyLink increases the list rate in a Schedule or price list.

4.3 Rate Adjustments. Unless specified otherwise in a Service Annex, all Services will receive the applicable rates specified in a Service Annex, for the duration of the Term. CenturyLink reserves the right to modify regulatory fees and charges due to mandated new or modified Government or Regulatory Activity and will provide as much prior written notice as practicable but not less than 14 calendar days notice. If Regulatory Activity causes an increase in the rates for Customer's ordered Services that materially and/or 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 notice is received of the increase; and (b) provides CeuturyLink 30 days to cure such increase.

4.4 Taxes. CenturyLink's rates and charges for Products and Services do not include any Taxes. If Customer is exempt from any Tax, Customer must provide CenturyLink with an appropriately completed and valid Tax exemption certificate or other evidence acceptable to CenturyLink, and CenturyLink will not assess such Tax.

5. BILLING AND PAYMENT.

5.1 Invoicing. CenturyLink may begin invoicing Customer in full for rates and charges on the later of: (1) the date the Products or Services are installed and made available; or (2) the first day of the first bill cycle after the Effective Date. If CenturyLink cannot install or make available the Products or Services by the delivery date specified in the Order due to a Customer-caused delay, CenturyLink may bill Customer as of the delivery date specified in the Order, or if no date is specified, any time 30 days after the Effective Date. For recurring Services and nonrecurring charges, CenturyLink bills fixed service charges in advance, and usage-based charges in arrears.

5.2. Additional Invoice Information. CenturyLink will provide invoice or other related records produced or collected under this Agreement consistent with Section 19.36(3) of the Wisconsin Statutes (the Wisconsin Public Records Law).

5.3 Payment and Late Interest Charges. Section 16.528 of the Wisconsin Statutes will govern payment and the assessment of interest charges for Services. Customer must pay all undisputed amounts by the due date listed on Customer's invoice, which may be up to 30 days from the date of the invoice. Other than items subject to a bona fide dispute, for any amount not paid when due CenturyLink may charge late interest up to the maximum rate allowed by law. Customer may not offset disputed amounts from one invoice against payments due on the same or another account. CenturyLink's acceptance oflate or partial payments (even those marked, "Paid in Full") and late payment charges is not a waiver of its right to collect the full amount due.

5.4 Disputed Invoice Charges. Section 16.528 of the Wisconsin Statutes will govern all disputes relating to invoice charges. If a customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer makes timely payment of all undisputed charges within the payment period described in Section 5.3, and provides CenturyLink with a written explanation of the reasons for Customer's dispute of the charge. Customer must cooperate with CenturyLink to promptly resolve any disputed charge.

6. ORDERS.

6.1 Application. The terms and conditions in any Orders will have no force or effect other than to denote quantity and description of Products or Services, delivery destinations, delivery dates, Customer billing addresses, installation addresses, the Agreement under which the Order is issued, and any other information required by CenturyLink. Orders are binding only upon acceptance in writing by CenturyLink.

6.2 Cancellation. CenturyLink will notify Customer of rejected Orders. Customer may cancel an Order at any time before CenturyLink delivers the Products and Services listed in the Order or begins its performance, but Customer must pay any actual costs CenturyLink incurs due to Customer's cancellation in addition to any amounts described in the applicable Product and Service-specific Annexes.

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Contract 15-91579-102

7. WARRANTIES. EXCEPT AS, AND ONLY TO THE EXTENT EXPRESSLY PROVIDED IN THE

AGREEMENT, PRODUCTS AND SERVICES ARE PROVIDED "AS IS." CENTURYLINK DISCLAIMS ALL

EXPRESS OR IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY,

FITNESS FOR AP ARTICULAR PURPOSE, INFRINGEMENT AND WARRANTIES RELATED TO

EQIBPMENT, MATERIAL, SERVICES OR SOFTWARE.

8. EQUIPMENT AND SOFTWARE; CENTURYLINK-PROVIDED NETWORK MANAGEMENT.

8.1 Equipment or Software Not Provided by CenturyLink. Customer is responsible for any items not provided by CenturyLink, including installation, operation, and maintenance of such equipment or software and any equipment or software that impairs Product or Service quality or availability. Upon notice from CenturyLink of such impairment, Customer will promptly cure the problem. Customer will continue to pay CenturyLink for Products and Services during such impairment or related suspension. If the impairment interferes with the use of the CenturyLink provided network by CenturyLink or third parties, CenturyLink, in its reasonable discretion, may suspend or disconnect the affected Products and Services without advance written notice to Customer. Customer will not rearrange, disconnect, remove, or attempt to repair any CenturyLink-provided items. At Customer's request, CenturyLink will troubleshoot the impairment at CenturyLink's then-current time and materials rates. CenturyLink is not liable if a commercially reasonable change in Products or Services causes equipment or software not provided by CenturyLink to become obsolete, require alteration, or perform at lower levels.

8.2 Calls via Customer's Equipment or Software. Customer is responsible for all charges, including any third-party charges, incurred for all types of calls, authorized or unauthorized, placed by or through Customer's equipment or software via any remote access feature, transferring capability, or call forwarding, even when such calls are placed fraudulently. Customer's responsibility for these charges applies in all instances, including if Customer purchased or leased such equipment or software by or through CenturyLink or purchased CenturyLink provided maintenance for its equipment or software. To reduce Customer's exposure, Customer may install its own blocking techniques to stop such capabilities and calls. CenturyLink will neither install nor assist in the installation of such blocking techniques, and has no obligation to block these capabilities or liability if such calls are placed, including no liability for charges that Customer may incur.

8.3 Software License. Where software is provided with a Product or Service, Customer is granted a non-exclusive and non-transferable license or sublicense to use the software, including any related documentation, solely to enable Customer to use the Products and Services in accordance "With the applicable licensing requirements.

No rights are granted to source code, and Customer will not reverse engineer, decompile, modify, enhance, copy, prepare derivative works, or reproduce any software.

8.4 Title to Software or Equipment. CenturyLink (or CenturyLink vendors, if applicable) retain title and property rights to Century Link-provided software and equipment (excluding Products sold to Customer under the Agreement), including copies, and any related patents, copyrights, trademarks, or IP addresses assigned to Customer. Upon termination or expiration of the Agreement or an applicable Order, Customer will surrender and immediately return the CenturyLink-provided equipment and software, including all copies, to CenturyLink or will provide CenturyLink access to reclaim such equipment and software.

8.5 Network Management. CenturyLink reserves the right to perform preventative maintenance and software upgrades to the CenturyLink-provided network at its sole discretion on a scheduled or as-needed basis. If software or equipment not provided by CenturyLink is connected to CenturyLink-provided network facilities, CenturyLink's obligations relate only to the Services under the Agreement.

9. USE OF NAME, SERVICE MARKS, TRADEMARKS. Neither party will use the name, service marks, trademarks, or carrier identification code of the other party or its Affiliates without prior written consent.

10. CUSTOMER RESPONSIBILITIES.

10.1 Installation. Customer will reasonably cooperate with CenturyLink or its agents to install the Products and Services. Customer is responsible for damage to CenturyLink-owned Products and Services located on Customer premises, excluding reasonable wear and tear or damage caused by CenturyLink or any subcontractors of CenturyLink. CenturyLink may refuse to install Products or Services or may discontinue and disconnect Products and Services "Without notice, if any condition on Customer's premises is unsafe or likely to cause injury to any person using Products or Services. Century Link agrees to notify the customer's point of contact as defined by the Order in the event of such occurrence. Additional Customer responsibilities relating to a particular Product or Service may be defined in the applicable Schedules or Product and Service-specific Annexes.

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Contract 15-91579-102

10.2 Use of Products and Services.

a. Acceptable Use Policy. If customer purchases Products or ·Services connected to the Internet, Customer must conform to the CenturyLink acceptable use policy which is attached to the Agreement as Attachment 1.

Customer acknowledges that the Services are not ordinarily offered by CenturyLink to its customers with a static AUP, and that Century Link reserves the right to change the AUP for its other customers. If Century Link changes its AUP and such changes impact Customer's Services, upon Customer's discovery of such impact, Customer will immediately notify CenturyLink of the impact, and CenturyLink agrees that it will work with Customer in good faith to address any adverse impacts. Customer agrees that the occurrence of any such event or action taken pursuant to this Section does not place CenturyLink in breach of the Agreement. The parties agree to be bound by the current version of the AUP, which is made a part of the Agreement as Attachment I and incorporated herein.

Any conflict between the terms of the attached AUP and this Agreement shall be governed by this Agreement.

b. Abuse and Fraud. Customer will not use Products or Services: (1) for fraudulent, abusive, unlawful or destructive purposes, including unauthorized or attempted unauthorized access to, or alteration, abuse or destruction of, information; or (2) in any manner that causes interference with CenturyLink's or another's use of the CenturyLink-provided network. Customer will cooperate promptly with CenturyLink to prevent third parties from gaining unauthorized access to the Products and Services via Customer's facilities.

c. Resale and Lease Prohibitions. Except to the extent expressly permitted by state or federal law and regulations, Customer will not resell Products and Services. Customer will not lease Products or Services under any circumstances.

11. CONFIDENTIALITY AND PRIVACY.

11.1 Confidentiality: Publicity. 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) use the name or marks of the other party or its Affiliates; or (b) disclose or use (except as expressly permitted by or required to achieve the purposes of, this 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 this agreement.

11.2 Privacy. The Wisconsin Public Records Law, subch. II of Chapter 19 of the Wisconsin Statutes, shall apply to this Agreement. Additionally, either party will, not without prior written consent of the other party: use the name or marks of the other party or its Affiliates. CenturyLink's consent may only be given by its Legal Department.

12. LIMITATIONS OF LIABILITY.

12.1 General. Notwithstaoding anything to the contrary in this Section, Customer is not obligated to pay any damages in excess of those amounts legally available to satisfy Customer's obligations under this Agreement. Each party's maximum liability for damages caused by its failure(s) to perform its obligations under the Agreement is limited to: (A) proven direct damages for claims arising out of personal injury or death, or damage to real or personal property, caused by the party's negligent or willful misconduct; and (B) proven direct damages for all other claims arising out of the Agreement.. Customer's payment obligations and the parties' indemnification obligations under the Agreement are excluded from this provision.

12.2 Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR

TORT. CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES INCLUDE, BUT ARE NOT

LIMITED TO, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AW ARE OR SHOULD HA VE BEEN AW ARE OF THE POSSIBILITY OF

THESE DAMAGES.

12.3 Unauthorized Access and Hacking. Except for physical damage to Customer's transmission facilities or Customer premise equipment directly caused by CenturyLink's and/or CenturyLink's subcontractor(s)' negligence or willful misconduct, CenturyLink: is not responsible for unauthorized access to, or alteration, theft, or destruction of, Customer's data, programs or other information through accident, -wrongful means or any other cause while such

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Contract 15-91579-102 information is stored on or transmitted across CenturyLink-provided network facilities or Customer premise equipment.

12.4 Liability for Content. CenturyLink is not responsible for the content of any information transmitted, accessed, or received by Customer through CenturyLink's provision of the Products and Services.

13. RESPONSIBILITIES.

13.1 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, 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, including modification or resale of the Services and non-compliance of the ADP by Customer or Customer's end users.

13.2 To the extent permitted under law, each party agrees to be responsible to the other party for the actual, physical damages received by any persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this Agreement and relating to personal injury, death, or damage to tangible personal property that is alleged to have resulted, in whole or in part, from the negligence or willful misconduct of the indemnifying party or its subcontractors, directors, officers, employees or authorized agents.

14 INDEMNIFICATION.

14.1. PATENT INFRINGEMENT. CenturyLink guarantees Products and Services were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the Products and Services will not infringe any United States patent. CenturyLink covenants that it will at its own expense defend every suit which shall be brought against Customer (provided that CenturyLink is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of Products and Services, and agrees that it will pay all costs, damages, and profits recoverable in any such suit. CenturyLink will indenmify and defend Customer and all of its officers, agents and employees against third party claims enforceable in the United States alleging that Services as provided infringe any third party United States patent or copyright or contain misappropriated third party trade secrets. But CenturyLink's obligations will not apply if the infringement or violation is caused by Customer's modification to CenturyLink-provided software, equipment or Services;

combination of CenturyLink-provided services or products with other services or products; functional or other specifications that were provided by or requested by the Customer; or the Customer's continued use of infringing Services after CenturyLink provides reasonable notice to the Customer of the infringement. For any third party claim that CenturyLink receives, or to minimize the potential for a claim, CenturyLink may, at its sole option, either:

(A) procure the right for the State to continue using the Services; (B) replace or modify the Services with comparable Services subject to the requirements of the RFP and at no additional cost to the Customer; or (C) tenninate the Services. Notwithstanding anything within this Section, because CenturyLink is not the manufacturer of any equipment, this Section does not apply to equipment.

14.2 Rights of Indemnified Party. To be indenmified, the party seeking indenmification must promptly notify the other party in writing of the claim (unless the other party already has notice of the claim); give the indenmifying party full and complete authority, information and assistance for the claim's defense and settlement; and not, by any act, admission, or acknowledgement materially prejudice the indemnifying party's ability to satisfactorily defend or settle the claim. The indenmifying party will retain the right, at its option, to settle or defend the claim, at its own expense and with its own connsel. The indemnified party will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but the indemnifying party will retain sole control of the claim's settlement or defense.

14.3 Remedies. The foregoing provisions of this Section state the entire liability and obligations of the indenmifying party and any of its Affiliates or licensors, and the exclusive remedy of the indemnified party, with respect to the claims described in this Section.

15. TERMINATION.

15.1 CenturyLink Right to Terminate. CenturyLink may suspend or terminate Products or Services or the Agreement upon one hundred and twenty (120) days written notice if: (a) Customer fails to cure its default of the payment terms in the Agreement subject to the terms of Section 5.3 and 5.4; (b) if Customer has vacated the premises to which Services are furnished; ( c) Customer fails to cure any other materi.al breach of the Agreement within 30 days after receiving CenturyLink's written notice; (d) Customer provides false or deceptive information establishing, using or paying for Services or Customer engages in false, deceptive, fraudulent, or harassing activities

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Contract 15-91579-102 when establishing, using or paying for Services; (e) Customer fails to comply with applicable law or regulation and Customer's noncompliance prevents CenturyLink's performance under the Agreement; or (f) Customer resells Products or Services as prohibited by this Agreement. If CenturyLink terminates the Agreement under this Section, Customer will be liable for any Products and Services provided up to the date of termination, subject to the receipt of a properly submitted invoice and any additional documentation of such charges as requested by the Customer,

15.2 Customer Right to Terminate.

a. Material Failure. If CenturyLink materially fails to provide a Product or Service and CenturyLink fails to cure after Customer provides CenturyLink with written notice of the failure and a reasonable opportunity to cure within 30 days from receipt of notice, Customer may terminate the affected Products or Services 30 days after CenturyLink's receipt of Customer's written notice to terminate. CenturyLink's material failure does not include a failure caused by circumstances outside CenturyLink's sole control, a failure caused by a third party access provider, a Force Majeure Event, or Customer or Customer-provided software or equipment. Customer shall not be liable for termination charges for a material failure outside of Customer's control.

b. Termination of Agreement for Convenience. Customer may terminate the Agreement during the Agreement Term by providing 30 days' written notice to CenturyLink.

c. Termination of Service for Convenience. Unless provided otherwise within this Agreement, Customer may terminate a Service during the(!) Agreement Term by providing 60 days' written notice to CenturyLink and

(2) during the Transition Period by providing 30 days written notice to CenturyLink.

15.3 Disconnect Notice. CenturyLink will have up to 30 days to complete disconnection of a Service. To complete disconnection, Customer must provide information required by CenturyLink. Customer's failure to provide such information may delay or prevent the disconnection. Customer will pay for Products and Services until CenturyLink completes the disconnection.

16. FORCE MAJEURE. Neither party shall be in default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

17. DEFINITIONS. All capitalized terms not otherwise defined in this Agreement will have the meanings set forth in the applicable Product and Service-specific Annexes and Schedules.

17.1 "Affiliate" is a legal entity that directly or indirectly controls, is controlled by, or is under common control with the party. An entity is considered to control another entity if it owns, directly or indirectly, more than 50% of the total voting securities or other such similar voting rights.

17.2 "Authorized User" or Municipality means any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.) Federally recognized Indian tribes and bands in this State may participate in cooperative purchasing with the State or any municipality under ss. 66.0301(1) and (2), Wis. Stats

17 .3 "N onappropriation" is an event that occurs when Customer is unable to secure or allocate sufficient funds in its operating budget to fulfill its financial obligations under the Agreement.

17 .4 "Order" means a -written, or electronic, or purchase order governed by the terms and conditions of the Agreement, submitted or confirmed by Customer and accepted by CenturyLink, which identifies specific Products and Services; quantity ordered; CenturyLink's Agreement number, title, and execution date; billing address; ship to address; and service/installation address, as applicable.

17.5 "Product(s)" includes equipment, devices, hardware, imbedded software, cabling or other materials sold or leased to Customer by or through CenturyLink as a separate item from, or bundled with, a Service.

17 .6 ''Product and Service-specific Annexes" refers to separate descriptions, terms and conditions for certain non-tariffed Products and Services, including those offered under applicable CenturyLink local terms of service in states that have withdrawn Tariffs for such Products and Services. Product and Service-specific Annexes are incorporated into the Agreement.

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17. 7 "Regulatory Activity" is a regulation or ruling, including modifications thereto, by any regulatory agency, legislative body or court of competent jurisdiction.

17.8 "Service(s)" means wireline and wireless business communications services that are not governed by Tariffs, including basic or telecommunications services, information or other enhanced services, and non-regulated professional services provided to Customer by or through CenturyLink under the Agreement, excluding Products.

17.9 "Tariffs" means the CenturyLink incumbent local exchange carrier, competitive local exchange carrier, or intrastate interexchange carrier tariffs on record with the FCC or state regulatory authorities having jurisdiction over those Services. In its sole discretion CenturyLink reserves the right to amend, change, withdraw or file additional Tariffs during the Agreement Term and the Transition Term under the rules and authority of the relevant regulatory bodies with such updated Tariffs effective upon posting or upon fulfilhnent of any necessary regulatory requirements.

17.10 "Tax" or "Taxes" means all taxes and surcharges, including but not limited to all sales, use, gross receipts, excise, VAT, property, transaction, or other local, state, or national taxes or charges imposed on or based upon the provision, sale or use of Products and Services.

18. MISCELLANEOUS.

18.1 Independent Contractor. CenturyLink provides the Products and Services as an independent contractor.

The Agreement will not create an employer-employee relationship, association, joint venture, partnership, or other form oflegal entity or business enterprise between the parties, their agents, employees or affiliates.

18.2 No Waiver of Rights. The failure to exercise any right under the Agreement does not constitute a waiver of the party's right to exercise that right or any other right in the future.

18.3 No Third Party Beneficiaries. The Agreement's benefits do not extend to any third party.

18.4 Governing Law; Forum. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE

PARTIES ARE GOVERNED BY THE LAWS OF THE STATE OF WISCONSIN WITHOUT REGARD TO

THAT STATE'S CONFLICT OF LAWS PRINCIPLES. Any legal proceeding relating to the Agreement will be brought in Dane County Circuit Court, Madison, Wisconsin.

18.5 Dispute Resolution; Waiver of Jury Trial. The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or related to this Agreement. Either party may initiate negotiations by providing a written notice to the other party setting forth the dispute or the relief requested. EACH

PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING AMONG THE

PARTIES, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, AND WHETHER MADE BY

CLAIM, COUNTER-CLAIM, THIRD PARTY CLAIM OR OTHERWISE.

18.6 Compliance with Laws. Each party agrees that it will comply with all applicable laws in performing its obligations under the Agreement. The State of Wisconsin reserves the right to cancel this Agreement if CenturyLink fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this Agreement with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

18. 7 Assignment. Customer may not assign any rights or obligations under the Agreement or an Order without CenturyLink's prior written consent, except that Customer may assign the Agreement, after 30 days prior written notice, to an Affiliate or an entity that has purchased all or substantially all of Customer's assets. Following written notice to and consent of the Customer, CenturyLink may assign the Agreement or an Order, in whole or in part.

CenturyLink may assign its rights and duties under the AUP to any party at any time without prior notice to Customer, but CenturyLink will provide notice to Customer as provided in section 18.8 of the Agreement.

18.8 Notice. Notices required under the Agreement must be submitted in writing to the party's address for notice listed in the Agreement or Order and, in the case of a dispute, notices must also be sent to:

Century Link Attn: Senior Assistant General Counsel, Commercial Law 5454 W. ll 0th Street Overland Park KS 66211

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State of Wisconsin Department of Administration State Bureau of Procurement P. 0. Box 7867 Madison, WI 53707-7867

18.9 Severability. If any provision of the Agreement is found to be unenforceable, the Agreement's unaffected provisions will remain in effect and the parties will negotiate a mutually acceptable replacement provision consistent with the parties' original intent.

18.10 Antitrust Assignment. By entering into this Agreement, CenturyLink conveys, sells, assigns and transfers to the State all rights, title and interest in and to all causes of action, claims and demands of whatever natnre it may now have or hereafter acqnire under the antitrust laws of the United States and the State, relating to the particular Goods or Services purchased or acquired by the State under this Contract.

18.11 Survivability. The terms and conditions of the Agreement regarding confidentiality, indemnification, warranties, payment, dispute resolution and all others that by their language or nature are intended to survive the expiration or termination of the Agreement will survive.

18.12 Entire Agreement; Amendments. This Agreement and all attachments incorporated by reference and identified in Section 2.4 constitutes the final and complete agreement of the parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, by the parties. This Agreement shall be construed as a fully integrated contract.

There are no warranties, representations, or agreements among the parties in conjunction with the subject matter hereof except as specifically set forth or referred to herein. This Agreement may only be amended in a writing signed by both parties' authorized representatives, Alterations to the Agreement are not valid unless accepted in writing by authorized representatives of both parties.

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CENTURYLINK AGREEMENT FOR HI CAPACITY LOCAL VOICE TRUNKING COMMUNICATIONS SERVICES

CENTURYLINK SMART IP INTEGRATED TRUNKING SERVICES ANNEX

Contract 15-91579-102

The following service-specific terms and conditions govern the purchase and use of SIP Services by Customer. Services are provided to Customer by CenturyTel of Wisconsin, LLC.

1. Services Description.

1.1 Included Services. Services include prioritized call paths that support any type of voice call. Each call path handles a single call that may occur simultaneously with other calls through additional call paths. The number of call paths that Customer requests carmot exceed the available bandwidth in the applicable data access circuit.

1.2 Eligibility. To be eligible for Services and at all times during the Term, Customer must: purchase or have qualifying premise equipment and subscribe to a CenturyLink-designated, qualifying business data access service.

Customer will no longer be eligible for the Services if it fails to meet any of these requirements at any time during the Term or if Century Link determines the Services are not used solely for business voice services or person-to-person conversation/voice message. If these requirements are not met, Century Link may terminate or suspend the Services.

1.3 Availability. Services are offered and provided subject to availability on a continuing basis of the necessary facilities and/or equipment for operation of the Services. CenturyLink reserves the right to provide Services only to and from locations where the necessary facilities and/or equipment are available, and the furnishing of Services is limited to the capacity of Century Link's facilities or facilities that Century Link must obtain from other carriers to furnish the Services or any part of the Services.

1.4 Use of Services. Customer will notify CenturyLink when new lines are added to their account for use of the Services. New lines will not receive the rates listed in Attachment A until Customer has notified CenturyLink to add those lines to CenturyLink's account. Use of any feature to allow Customer to avoid charges for the Services is prohibited.

2. Pricing.

Customer Billing Service/Installation Type of Service Agreement Monthly Address Address Term Recurring

Charge per SIP Talk Patb Equivalent*

Department of 101 East Wilson Street, CenturyLink SIP 60 Months Price Tiers:

Administration Madison, Wisconsin Trunking 25 - $32.75 101 East Wilson 50 - $30.75 Stteet 100- $28.75 Madison, WI 53707 500-$26.75

Department of 201 East Washington CenturyLink SIP 60 Months Price Tiers:

Administration Avenue, Madison, Trunking 25 - $32.75 101 East Wilson Wisconsin 50 - $30.75 Street 100- $28.75 Madison, WI 53707 500 -$26.75

*Pricing is based on tiered talk path equivalents. Customer must purchase a minimum of 25 talk paths.

*SIP Pricing includes the following:

-Pricing is based on a per call path arrangement -local calling, 911 and access to customers long distance carrier

Non- Recurring

Charge

NIA

NIA

SIP Service and features for SIP Service in other CenturyLink locations and exchanges throughout the State of Wisconsin are subject to availability. Pricing is available upon request.

The following service-specific terms and conditions govern the purchase and use of PRI Services by Customer. Services are provided to Customer by CenturyTel of Wisconsin LLC, CenturyTel Solutions, LLC and/or its affiliates.

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CENTURYLINK PRIMARY RATE INTERFACE SERVICES ANNEX

Contract 15-91579-102

1. CENTURYLINK PRI Services.

1.1 Service Description.

a. CenturyLink PRI Services are a local exchange offering supported by the Integrated Services Digital Network (ISDN) architecture.

b. CenturyLink PRI Services provides a method of access to the telephone network called Primary Rate Access.

Primary Rate Access is an ISDN based, DS 1 access link to the telecommunications network and provides integration of multiple voice and data transmission charmels on the sarue line. The service provides connectivity between an ISDN PBX or other ISDN-compatible CPE and a serving central office. The basic channel structure for Primary Rate Access is twenty-three 64 Kbps B-Channels and one 64 Kbps D-Charmel. The B-Channel (Bearer) is a bi-directional synchronous charmel capable of supporting 64Kbps of digital transmission. The D-Charmel (Data) is a 64 Kbps digital signaling only charmel for call establishment when used with Primary Rate Access. After purchasing the original 23 B Channel plus one D-Channel configuration, Customer may purchase additional CenturyLink PRI Services with B Channels in increments of 12. These channels may be used to connect Customer's CPE to the Public Circuit Switched Network (i.e., outward, inward, and two-way trunks, and WATS/800/888 Service access lines).

c. CenturyLink PRI Services provides circuit switched communication paths providing the end user with access to a variety of circuit switched services and features including data, voice and video which conforms to internationally developed, published, and recognized standards generated by the International Telecommunications Union (ITU).

d. CenturyLink PRI Services and its optional features and functions are provided within a LATA from central offices where appropriate ISDN facilities are available as determined by CenturyLink. Service inquiries will be necessary to determine availability. Charges Applicable Under Special Conditions may also apply.

1.2 Requirements.

a. Customer is responsible for providing customer premises equipment (CPE) that is compatible with CenturyLink PRI Services.

b. CenturyLink will not be responsible if changes in any of the equipment, operations or procedures of CenturyLink utilized in the provisioning of CenturyLink PRI Services render any facilities provided by Customer obsolete or require modification or alteration of such equipment or system or otherwise affect its use or performance.

c. Digital transmission rates at speeds less than those indicated may be accomplished as a function of the particular CPE furnished by the user.

d. Verification and Emergency Interrupt Service is not available for CenturyLink PRI Services.

e. Telephone numbers transmitted via the Optional or Standard Incoming Call Identification feature are intended solely for the. use of the CenturyLink PRI Services subscriber. Resale of this call identification information is prohibited.

f. Non-Facility Associated Signaling (NFAS) provides the capability to serve multiple DSl's over a single D Channel (NB+D). This feature can be ordered where switch capabilities exist as determined by CenturyLink. When NF AS is selected, Customer will order one CenturyLink PRI Services arrangement with 23 B-Channels and 1 D Channel. Additional CenturyLink PR! Services arrangements are ordered with 24 B-Channels as specified in Section

42.2.6. The D-Channel activated on the initial arrangement serves the additional PRI arrangements. After the first 23B + D PRI is purchased, Customer can purchase additional B-Channels in increments of 12. Additional Century Link PRI Services arrangements may be ordered in a 24B configuration. However, CenturyLink recommends that the quantity of Primary Rate Access Lines supported by one ( 1) D-Channel not exceed four ( 4) Primary Rate Access Lines.

CenturyLink recommends the use of a backup D-Channel for the support of signaling beyond four (4) facilities. If Customer requests CenturyLink PRI Services from an alternative central office other than that designated by CenturyLink, then all charges applicable to Interexchange TransLink Service, will apply in addition to the rates and charges included in this section. Under this arrangement, Customer will be provided with a foreign NXX and the local calling area (e.g., Extended Area Service) becomes that applicable to the foreign NXX Emergency 911 calls placed over CenturyLink PR! Services provisioned via this arrangement will be identified as the alternative serving central office NXX and not the non-ISDN compatible central office NXX. CenturyLink will not be liable for any loss or damages arising from the emergency calls placed from CenturyLink PRI Services provisioned via an alternative serving central office.

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Contract 15-91579-102

g. CenturyLink PR! Services is available only where Customer's service location is within the provisioning limitations as determined prior to installation of the service. Should Customer's service location exceed said limitations, service will be provided where CenturyLink has electrically compatible facilities available, or where existing facilities can be made electrically compatible when regenerated or extension service is provisioned.

h. One Directory Listing will be provided per D-Channel.

i. Temporary Suspension of Service (Vacation Service) at Customer's request does not apply to CenturyLink PRl Services.

j. In order to maintain the quality of CenturyLink PRl Services, CenturyLink reserves the right to perform preventative maintenance and software updates to the network. CenturyLink has classified this maintenance as indicated below:

(1) Scheduled Maintenance. Scheduled Maintenance is used to perform such functions as hardware and software upgrades and network optimization. CenturyLink will perform these tasks in a maintenance window that is anticipated to minimize disruption of customer service and activity. CenturyLink will provide advance notice of all scheduled maintenance

(2) Demand Maintenance. Demand Maintenance may occur as a result of unexpected events and is used when PRl network elements are in jeopardy. CenturyLink will perform this type of maintenance at its discretion. Due to the nature of demand maintenance prior notification may not be possible, however, Customer may be informed when the maintenance has been completed.

1.3. Excluded Services. WATS/800/888 Services utilizing PRl are available in a separate agreement.

1.4 Standard Features.

a. Dynamic Allocation of Bandwidth. Allows the circuit switched voice and data services to share B-Channels and arrange them as a single trunk group. This allows incoming and outgoing circuit switched voice and data calls to utilize B-Channels on a call by call basis. Without this capability, each service will have a dedicated B-Channel.

b. Incoming Call Identification (Caller ID).