DOA-3051 fully signed 505-ENT-M11-Confrservc-01.pdf
PDF 1 MB Posted
- Attached to
- IT - Long Distance and Conferencing Services
- Contract number
- 505ENT-M11-CONFRSERVC-01
- Issued by
- Wisconsin
About this file
This is a Contract Amendment between the State of Wisconsin Department of Administration and CenturyLink Communications, LLC (now doing business as Lumen Technologies). The amendment extends Contract #505ENT-M11-CONFRSERVC-01 for Long Distance and Conferencing Services, beginning when Amendment 4 is executed and extending until April 30, 2025, subject to annual approval of procurement authority by the Wisconsin Department of Administration.
The contract covers comprehensive telecommunications and collaboration services including Enterprise Voice SIP-based services, Cisco Webex Calling, conferencing services, Level 3 Contact Center Services, and various CPE (Customer Premises Equipment) solutions. CenturyLink agrees to provide a headquarters credit of $307,875.31 for the period from June 30, 2020 to March 31, 2021, and will hold prices firm at current rates through the extended term. The services encompass voice communication, video conferencing, contact center operations, equipment rental and maintenance, emergency calling capabilities, and various telecommunications features. The contract includes multiple service schedules and attachments detailing specific terms for different service components, with pricing structures that include monthly recurring charges, usage-based fees, and non-recurring installation charges depending on the specific services selected.
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WISCONSIN DEPARTMENT OF ADMINISTRATION
DIVISION OF ENTERPRISE OPERATIONS
DOA-3051 (R 04/2019)
S. 51.01(5) WIS. STATS.; AND
S. 111.32(13M) WIS. STATS
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://VENDORNET.STATE.WI.US
Contract Amendment
Contract No.: 505ENT-M11-CONFRSERVC-01 Amendment No.: 4
Contract Title: Long Distance and Conferencing Services
This Amendment is entered into by and between the State of Wisconsin, Department of Administration, and the Contractor, whose name, address and principal officer appears below.
Contractor Name CenturLink
Contractor Address 1801 Califfornia Street 9th Floor
City: Denver State: CO Zip: 80202
Principal Officer:
The parties wish to change the terms of the above-referenced Contract in the following manner:
The parties agree to begin a new term of Contract #505ENT-M11-CONFRSERVC-01 (the “Contract”) under the same terms and conditions of the
Contract and beginning on the date that Amendment 4 is executed by both parties and extending until April 30, 2025 (the “New Term”), subject to the State of Wisconsin Department of Administration‘s annual approval to continue the procurement authority underlying the Contract.
CenturyLink agrees to provide the Department of Administration the Headquarters credit via check for the time period from June 30, 2020 until
March 31, 2021 in the amount of $307,875.31. The Headquarter credit in the amount of $307,875.31satisfies the Headquarter credit amount for the period of June 30, 2020 to March 31, 2021 in full and no other CenturyLink will not provide any additional credit beyond this amount. .
CenturyLink agrees to hold prices firm at their current rates established in Contract through the Extended Term. Such annual approvals of procurement authority will be evidenced as contract renewal amendment to be executed by both Parties. The document titled “Service
Attachments” is incorporated into this amendment.
Except as expressly modified by this Amendment 4, the terms, conditions and respective rights and obligations of the Parties as set forth in the
Contract are hereby ratified, confirmed and approved.
Except as expressly changed by this Amendment, the terms, conditions, rights and obligations of Contract No.:
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 State of Wisconsin Department of Administration Cheryl Edgington Director, State Bureau of Procurement
For
Company Name
Address
City State Zip
Signature By
Printed Name
Date
Signature
Title
Date
Steve Arneson (May 17, 2021 16:20 CDT) Steve Arneson
Monroe, LA 71203
100 CenturyLink Dr.
Manager - Offer Management
May 17, 2021
CenturyLink Communications, LLC
Steve Arneson
DocuSign Envelope ID: A07F958E-BACE-4285-9DFE-98C819966321
6/14/2021 | 3:18 PM CDT
https://centurylink.na1.adobesign.com/verifier?tx=CBJCHBCAABAAuOaQ_JIXwPn0bc9OvwhGIp7BLGFyI4RT
This document can be made available in alternate formats to individuals with disabilities upon request.
DocuSign Envelope ID: A07F958E-BACE-4285-9DFE-98C819966321
SERVICE ATTACHMENTS
ENTERPRISE VOICE SIP BASED SERVICES
SERVICE SCHEDULE
R231483 Page 1 of 39
CONFIDENTIAL
© Lumen Technologies. All Rights Reserved.
v1.120120
1. General. This Service Schedule applies to the SIP-based provisioning of Enterprise Voice Services (“Services”) and incorporates the terms of the Master Service Agreement or other service agreement under which CenturyLink Communications, LLC d/b/a Lumen Technologies Group or its affiliated entities (“Lumen”) provides services to Customer (the “Agreement”). This Service may be referred to as Voice Complete, SIP Service, VoIP 19, IP LD/TF Voice, VoIP Service, VoIP Local Service, VoIP Outbound Service, VoIP Toll Free/Freephone Service, VoIP International Toll Free Service (“IFN” and “UIFN”), Outbound Long Distance, FlexVoice, and Toll Free/Freephone Service in quotes, ordering and invoicing or other service related documentation. All capitalized terms that are used but not defined in this Service Schedule are defined in the Agreement or Order.
1.1 Additional General Terms. All invoices will be issued to Customer and paid in the currency specified in the Order. Customer will pay such invoices free of currency exchange costs or bank charges. Service charges are exclusive of taxes and presented without reduction for any Withholding Tax, all of which are the responsibility of the Customer. “Withholding Tax” means any amount or account of tax on sources of income which a payor is obliged to deduct from payments due to a recipient and account for or to any tax authority.
If any payment to be made to Lumen under this Service Schedule should be subject to reduction by reason of a Withholding Tax, Customer agrees to pay Lumen such amounts as would have been necessary so that the aggregate net amount received by Lumen after application of a Withholding Tax is the same amount as would have been received by Lumen if there had been no requirement to deduct or withhold such tax. For Services provided outside the United States, Customer or its local affiliate may be required to enter into a separate local country addendum/agreement (as approved by local authorities) (“LCA”) with the respective Lumen affiliate that provides the local Service(s). Such Lumen affiliate will invoice Customer or its local affiliate for the respective local Service(s).
2. Services. The Services are available only to single, distinct enterprises who will utilize the Service for customary, normal, and reasonable business use within such enterprises. These Services may not be resold or bundled into Customer’s offerings for sale to Customer’s customers. Telephony equipment and applications are not provided as part of the Service and are Customer’s responsibility, including but not limited to handsets, phone sets, key systems, PBXs, IP PBXs and server based applications.
2.1 Voice Complete is the SIP-based provisioning of inbound local calling and toll free/freephone capabilities and outbound local, domestic, national, and international calling capabilities. Customers use concurrent call paths (“CCPs”) each of which enables a single call to be carried across the network. CCP capacity provided in association with Voice Complete can be used in a shared manner across multiple Customer locations.
2.2 VoIP 19 or IP LD/TF Voice or VoIP Service is the SIP-based provisioning of international toll free services including international free number (“IFN”) and universal international free numbers (“UIFN”), international local inbound (“ILI”), optional SIP call transfer capability (“SIP Refer”), and long distance outbound calling capability. No local outbound calling capability is provided. Customers use simultaneous sessions each of which enables a single call to be carried across the network. Simultaneous session capacity is dedicated to a location and cannot be shared between locations.
2.3 FlexVoice provides up to 50 CCPs. It can only be provisioned in the United States for inbound local, toll free calling capabilities, outbound local, and long distance calling.
2.4. Third Party Access Provided by Lumen. Lumen provides local access circuits (via third party providers) pursuant to the Rate Sheet only for Customer’s use in connection with the Service provided under this Service Schedule. Where Customer’s usage of such local access circuits falls below the minimum usage level set out below in 2 consecutive monthly billing cycles, then, notwithstanding any pricing otherwise agreed with Customer, Customer agrees to pay the charge(s) set out below in addition to any other charges payable in respect of the Service.
Local Access Circuit Type Minimum Usage Level Additional Monthly Charge
T-1 30,000 minutes per month $300
E-1 30,000 minutes per month $375
DS-3 500,000 minutes per month $8,500
If Lumen notifies Customer of an additional charge pursuant to the previous paragraph, Customer may, by written notice, elect to terminate the applicable local access circuit, provided that if Customer elects to so terminate a local access circuit within the Service Term for which it was initially ordered, Customer agrees to reimburse Lumen for any early termination fees levied on Lumen by the third party provider of that local access circuit.
2.5 Voice Complete and SIP Service.
(i) Mobility Feature Pack. Subject to the limitations described in this Service Schedule, and subject to availability, Voice Complete Service may be used to serve remote worker applications. Users with the Mobility Feature Pack provisioned on their primary telephone number may originate and receive calls when away from the primary service location, as though they were physically present on the corporate LAN/WAN. For telephone numbers with Mobility Feature Pack provisioned, end users can utilize such mobility capabilities from locations with functioning broadband Internet access and PSTN telephone access. Additionally, call forwarding and remote office features, which enable the use of any PSTN phone for inbound and two-way telephone use, respectively, are included in the Mobility Feature Pack and can be used to support switched based toll-free/freephone service.
R231483 Page 2 of 39
(ii) Access to Emergency Response Services.
POTENTIALLY HAZARDOUS SITUATION WHICH IF NOT AVOIDED COULD RESULT IN DEATH OR SERIOUS
INJURY. PLEASE READ CAREFULLY.
LUMEN RECOMMENDS THAT CUSTOMER AND END USERS ALWAYS HAVE AN ALTERNATIVE MEANS OF ACCESSING
TRADITIONAL EMERGENCY SERVICES.
(a) Emergency Calling Capability and Customer’s Obligations and Acknowledgement of Limitations. Customer will ensure that user locations are current by providing address information (also known as automatic location identification/“ALI” in North America and calling line identifier/“CLI” in Europe) to Lumen (the “Registered Location”) conforming to the numbering schemes or regulatory requirements applicable to the jurisdication for the Registered Location. Customer will obtain Lumen’s approval of the Registered Location prior to using the Service and update the Registered Location via the portal or other method supplied by Lumen. Customer understands that Registered Location updates do not occur immediately. Lumen will provide Emergency Calling capability associated with the Service as required by law. “Emergency Calling” is the ability to access emergency response services associated with the Registered Location, subject to each party’s obligations and limitations, by dialing the relevant emergency numbers in a jurisdiction (e.g. 911, 999, 112).
Customer is responsible for understanding the local jurisdictional laws pertaining to Emergency Calling, including but not limited to the requirements regarding the level of detail to be provided related to Registered Locations, assocated with the Service. Lumen specifically disclaims any such obligation.
Service provides access to emergency response services on stationary and mobile devices. When using the Service for Emergency Calling purposes, Customer’s end users should always state the nature of the emergency and include their location and telephone number.
Emergency response services may not be able to call the end user back if the call is not completed, dropped or disconnected, or if end users are unable to provide their phone number and physical location. Access to emergency response services may not be available under certain circumstances. Lumen will provide labels that indicate that the emergency response services have limited availability and functionality when used with Service, and Lumen recommends that such labels be placed on or near the equipment associated with the Services. Disclosures of the general and Service-specific limitations associated with accessing emergency response services (the “Advisory") are available to Customer at http://www.centurylink.com/legal/HVIQSIP/911advisory.pdf. Effective upon posting, Lumen may modify the Emergency Calling limitations or requirements provided in the Advisory if in Lumen’s reasonable opinion modifications are necessary or advisable to comply with the currently evolving Emergency Calling laws, rules and regulations.
Customer acknowledges that it has been advised of its obligations and the emergency services limitations contained in the Advisory, and further acknowledges its understanding by signing the applicable Order for Service. Customer will notify all end users of the limitations to access emergency response services as described above and in the Advisory. Customer should provide its end users with a copy of the Advisory and the associated URL.
(b) Limitation of Liability. LUMEN, ITS AFFILIATES, AGENTS AND CONTRACTORS WILL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY PERSONAL INJURY TO OR DEATH OF ANY PERSON, FOR ANY LOSS, DAMAGE OR DESTRUCTION OF ANY PROPERTY RELATING TO EMERGENCY CALLING. CUSTOMER WILL DEFEND AND INDEMNIFY LUMEN, ITS AFFILIATES, AGENTS AND CONTRACTORS FROM ALL THIRD PARTY CLAIMS, LIABILITIES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATED TO CUSTOMER’S FAILURE TO PREFORM ITS OBLIGATIONS ASSOCIATED WITH EMERGENCY CALLING (INCLUDING WITHOUT LIMITATION, FAILURE TO ADVISE LUMEN OF CORRECT ADDRESSES, FAILURE TO ADVISE END USERS OF ALL LIMITATIONS, FAILURE TO UPDATE THE REGISTERED LOCATION, OR USING THE SERVICE PRIOR TO LUMEN’S APPROVAL OF THE REGISTERED LOCATION).
2.6 Toll Free/FreePhone Service, VoIP IFN and UIFN Service.
(i) Ownership of Telephone Numbers. Lumen is the party responsible (aka responsible organization) for Toll Free/FreePhone Numbers. In the event that Customer seeks to change such designation, Customer represents and warrants that it has all necessary rights and authority necessary to do so and will provide copies of letters of authority authorizing the same upon request (and in the format requested by Lumen). Customer will indemnify Lumen and its affiliates from any third party claim related to or arising out of any such change (or request for such a change).
(ii) Porting, Number Availability and Other Restrictions. Porting by Customer of Toll Free/FreePhone Numbers pursuant to this Section will not relieve Customer of its obligations under any Commits. Lumen does not guarantee the availability of any requested Toll Free/FreePhone, IFN or UIFN Toll Free number and is not bound by any verbal confirmation to Customer of Toll Free/FreePhone number availability. Customer may not reserve or activate such a Toll Free/FreePhone number for the purpose of selling, brokering, or releasing the Toll Free/FreePhone number to another person for any fee or other consideration. Customer may not use numbers to run contests, campaigns, or voting or other applications that may result in usage surges, heavy traffic or network congestion. Lumen may, without liability, block any Toll Free/FreePhone number having usage surges or heavy traffic loads as determined by Lumen. If Customer does not submit a written request for the appointment of a new carrier for its Toll Free/FreePhone number(s) within thirty (30) days of termination of Service, then the number(s) will be returned to the independent administrative agency for reassignment. If at the time of cancellation or termination of Toll Free/FreePhone services, Customer owes an outstanding balance (30 days or more), then Customer’s Toll Free/FreePhone number(s) will not be released to another carrier or provider. Customer acknowledges that (i) IFN or UIFN numbers may be owned by an in-country telephone provider and not the Customer or Lumen, (ii) that the supply of numbers by such provider or regulatory authority may be conditional upon Customer furnishing information, letters or other documentation and (iii) that the provider
WARNING !
http://www.centurylink.com/legal/HVIQSIP/911advisory.pdf
R231483 Page 3 of 39 may deny the granting of a specific number and/or discontinue service related to a specific number if they do not approve of the manner or purpose for which it is used. If Customer wishes to transfer service in respect of Toll Free/Freephone numbers provided by Lumen to another carrier and the applicable provider or other regulatory authority supports portability of the applicable numbers, Customer should continue active service with Lumen until Customer’s new carrier confirms that service has been transferred to avoid disruption of service.
After transfer of service Customer will need to cancel service with Lumen.
(iii) Multiple Carrier Routing for US Toll Free Numbers. Customer agrees that if a US Toll Free number has multiple carrier routing capability whereby the traffic may go to Lumen and another carrier, Lumen will receive a minimum of 20% of the traffic for that Toll Free number each month or Customer will be assessed a make-up-to minimum charge equal to the difference between 20% of the total traffic for the Toll Free number expressed in US Dollars and the amount that Lumen received. If Customer overflows or re-routes a dedicated Toll Free call to a switched telephone number for termination, switched voice rates will apply to such call.
2.7 Service Levels.
The following Service Levels apply only if Customer is the end-user of the Service and purchases either Lumen Internet or Lumen IP VPN Service (as applicable). If Customer purchases the Service as a Converged Service bundle (i.e. in the United States, specifically with Lumen MPLS Services or Lumen Internet Services), the separate service levels under those separate Service Schedules apply in lieu of the Service Levels below.
A. Availability Service Level. The Availability Service Level for this Service is 99.9% per month for Lumen Internet Service use and 99.99% for Lumen IP VPN use. Service is considered “Unavailable” if Customer is unable to initiate outbound or receive inbound calls for reasons other than an Excused Outage. An Unavailability event is measured from the time Customer opens a trouble ticket with Lumen until the affected Service is restored. Customer will be entitled to a service credit off of the monthly recurring charge (“MRC") for the affected Service based on the cumulative Unavailability of the affected Service in a given calendar month as set forth in the following table:
Internet - Cumulative Unavailability (in hrs:mins:secs)
Service Level Credit (% of MRC)
00:00:01 - 00:43:00 0%
00:43:01 - 02:00:00 5%
02:00:01 - 04:00:00 15%
04:00:01 + 25%
IP VPN - Cumulative Unavailability (in hrs:mins:secs)
Service Level Credit (% of MRC)
00:00:01 - 00:05:00 0%
00:05:01 - 04:00:00 5%
04:00:01 - 08:00:00 15%
08:00:01 + 25%
B. Chronic Outage. As its sole remedy, Customer may elect to terminate any affected Service prior to the end of the Term without termination liability if the Service is Unavailable (as defined in subpart 2.7A immediately above) for more than 60 consecutive minutes in each of 3 consecutive calendar months, or for more than 24 hours in the aggregate in any calendar month. The termination right must be exercised within 30 days of the event giving rise to it.
3. Customer Responsibilities.
3.1 Rates, Charges, and Commitments.
A. General. Customer will pay the rates and charges for the Services, including but not limited to monthly recurring charges (“MRCs”), usage charges (per call, per minute, etc) and associated billing increments, and non-recurring charges (“NRCs”) as set forth in a rate sheet, as the same may be changed as set forth in this Service Schedule (the “Rate Sheet”). If Customer is not provided a rate for a particular location and Customer originates and/or terminates calls to that location, Customer will be billed Lumen’s standard usage rate for those calls at the standard minimum call durations and billing increments. Additional charges for certain activities and/or features related to the Services are captured in the Rate Sheet as ancillary fees or feature charges. The Term identified in the Rate Sheet is the “Service Term” for such Services. Notwithstanding anything to the contrary in the Agreement, billing and Service Term for the Services
R231483 Page 4 of 39 will commence upon the earlier of the Connection Notice or Customer’s use of such Service. For clarity, if Customer uses the Services prior to the Connection Notice, Customer will be billed and will pay for billable usage and the full quantity of associated utilized MRC-based Services.
National calls may be billed on a usage basis as measured (per minute or increment) or per call, as set forth in the Rates. Such calls may also have a call minimum charge, which means Customer will be charged the higher of the call minimum charge or Customer’s actual per minute charges per call.
Usage charges are based on actual usage of Service based on a call duration that begins when the called party answers, as determined by answer supervision, and ends when either party disconnects the call.
Some pricing plans may provide for zero-rated usage for calls that originate and terminate between Customer’s enterprise locations which are included under a dedicated pool of CCP capacity (“Intra-enterprise”) as identified on the Rate Sheet or Order.
SIP Refer calls may be billed for 2 call flows (inbound and outbound).
If Customer redirects IFN or UIFN calls to a destination that is outside the continental United States, Hawaii and Canada, then the outbound portion of all such calls will incur charges at the rate(s) identified for international termination as set out in the Rate Sheet.
If set forth in the Rate Sheet, a Call Minimum Charge means the minimum charge per call that Customer will incur regardless of the lesser number of actual minutes/seconds. Customer will be charged for the higher of the Call Minimum Charge or Customer’s actual per minute call duration
In addition to such minimum commitments as stated in this Service Schedule or in the Agreement, the Services may be subject to a minimum commitment(s) (also called Minimum Usage Guarantees or “MUG”) which will be set forth in the Rate Sheet(s) and/or Customer Order(s). For such Service(s) with a minimum commitment (“Committed Service”), commencing on the first full billing cycle following the Ramp Period (defined below) for such Committed Service and continuing through the longer of (i) the Pricing Term or (ii) as long as Customer continues to receive such Committed Service, Customer commits each month to use the Committed Services to amount to charges no less than the minimum commitment or MUG in monthly invoiced Aggregate VRC Charges (the “Revenue Commitment”). “Aggregate VRC Charges” will mean the charges on an invoice for (i) the monthly recurring charges and usage charges for the Committed Service and (ii) such other charges for non-voice services as may be expressly set forth in the Revenue Commitment. The Revenue Commitment is a take-or-pay commit: Customer will pay the higher of (i) Customer’s actual invoiced Aggregate VRC Charges (and, if agreed applicable, other non-voice charges) or (ii) the Revenue Commitment. Customer is obligated for 100% of the Revenue Commitment and is not responsible for any separate cancellation or early termination charges for Committed Service (but will be responsible for any separate cancellation or early termination charges for other non-voice services and local access services). For purposes of this Service Schedule, the “Ramp Period” will mean the period commencing on the Service Commencement Date and expiring on the date of the second Lumen invoice for which the Service is billed.
B. Voice Complete Pricing Plans. Voice Complete pricing is Concurrent Call Path (CCP) based. Customers subscribing to the Service will select either the 1) standard plan, CCP + measured (rate per minute, call minimum, call set-up for all usage), or 2) a CCP plan that includes up to pre-defined number of minutes of national usage to a subset of pre-defined destinations per CCP. CCP Plan minutes will be aggregated across all CCPs, providing Customer with one pool of minutes. CCP plans which include a pre-defined number of minutes will be charged in accordance with the rates in the Rate Sheet for any calls in excess of such minutes. Any unused minutes will not carry over to the next month. If an optional pre-paid minute plan (“PPM Plan”) is available and ordered by Customer, Customer may purchase, in advance, a bucket of minutes to a pre-defined set of destinations. For billing purposes, should Customer order both a CCP Plan inclusive of minutes and a PPM plan, Lumen will first decrement the CCP Plan minutes and then the PPM Plan minutes. Lumen reserves the right to add destinations to the CCP or PPM plans or modify or remove CCP Plans or PPM Plans because of regulatory and/or 3rd party cost changes, with 30 days’ advance written notice.
C. Surcharges. In addition to taxes, fees and surcharges set forth in the Agreement, Rate Sheet and/or Order, Customer agrees to pay the following surcharges, where applicable, in connection with the Services:
Short Duration Call Surcharge. For any Service provided under the North American numbering plan (NANP), if the average call duration as determined over a billing month for Customer’s (i) outbound calls is less than 30 seconds or (ii) toll free calls is less than 90 seconds, then an additional charge of .01 per call will be applied to all outbound long distance and toll free calls in that billing cycle month. For the purpose of this provision, average call duration will be calculated by dividing the aggregate duration of all calls of a particular Service type (i.e. long distance or toll free) by the total number of calls of that type under a specific billing account during the billing cycle month.
PIC Long Distance Service Charges. For SIP and FlexVoice Services provided under the North American Numbering Plan (“NANP”), Customer will pay the following PIC Long Distance Service charges, as applicable:
i. Unauthorized PIC Change. An unauthorized carrier change charge as defined on the Rate Sheet may be applied to each primary interexchange carrier (“PIC”) change made without prior valid authorization. Repeated unauthorized PIC change requests by Customer may result in discontinuance of services by Lumen.
R231483 Page 5 of 39
ii. PIC Change Charge. Lumen may elect to assess Customer a PIC change charge if an end user’s automatic number identifier (“ANI”) is changed from one interexchange carrier (“IXC”) to another.
iii. Carrier Line Charge or Primary Interexchange Carrier Charge (“PICC”). Lumen may assess Customer a carrier line charge for lines moved from an IXC to Lumen.
3.2 Rate Changes and Termination Right.
A. Rate Changes. Rates, charges and other pricing terms may be subject to change during the term for which the Services are to be provided by Lumen to Customer. Lumen may send to Customer a notice changing rates, charges or other pricing terms as set forth in this Service Schedule, in a Rate Sheet and/or Order which may be provided as a bill insert message with Customer’s invoice or other written notification, including to an e-mail address as set forth in this Section (a “Rate Change Notice”). Customer’s must ensure that Lumen has Customer’s most recent e-mail address for purposes of Rate Change Notices as Lumen will use the email address in Lumen’s records for the Rate Change Notices. The rates or changes set forth in such Rate Change Notifications will take effect as stated in this Service Schedule but no sooner than 30 days following such Rate Charge Notice.
B. Limited Termination Right Related to Rate Changes. On receipt of Rate Change Notice, Customer may elect to terminate the Service provided under this Service Schedule without obligation other than to pay (i) all charges already incurred in respect of the Service up to the effective date of such termination (including as adjusted via Rate Change Notice) and (ii) any third party early termination charges incurred by Lumen in terminating any local access circuits provided to the Customer as part of the Service which are terminated under this Section.
3.3 Scope of Lumen Agency. In the provisioning of telephone numbers and/or in porting activities, Lumen is authorized to act as Customer’s agent in placing orders with other carriers in order to provide telecommunications services, if requested by Customer.
Customer will provide letters of agency or authority as needed to effectuate such authority, if required.
3.4 Restrictions.
A. No Resale. Notwithstanding anything to the contrary in the Agreement, the Service is a retail only service, resale of the Service in any form is strictly prohibited, and Customer may not resell or incorporate these Services into services it sells to third parties. This provision may only be changed by amendment to this Service Schedule executed by authorized parties for Customer and Lumen, no less formal consent will be binding.
B. No Non-Conforming Uses. The Service may not be used by Customer (i) to provide voice content related services such as chat lines; (ii) in connection with auto dialer applications, predictive dialers, calls to NANP 900 or 976 or similar area codes or prefixes, broadcast fax transmissions, or any other application that generates more than 10 calls per second, (iii) in connection with call center applications, and (iv) in conjunction with least cost routing (LCR) mechanisms. Use of the Service in violation of this Service Schedule is a “Non-Conforming Use”. In addition to Lumen’s other default rights, in the event of a Non-Conforming Use, Customer will be liable for the difference between the rates for conforming use and the higher rates which Lumen would have applied for Non-Conforming Use. In addition, if in Lumen's reasonable judgment (i) Customer's usage disproportionately terminates to and/or originates in high cost areas or international cell phones or (ii) Customer is using the Service for Non-Conforming Uses, Lumen may provide Customer with 3 calendar days' notice to modify traffic to correct its usage and if Customer fails to modify its traffic or correct usage as requested by Lumen, Lumen reserves the right to immediately adjust usage rates to such rate set forth in the notice or immediately terminate the Services. Customer will remain liable for all usage charges incurred prior to such termination and also for any commitments through the end of the Term on the Rate Sheet. Customer will indemnify Lumen from any claims arising as a result of any Non-Conforming Use.
3.5 Traffic Integrity. Customer will not: (1) re-classify or re-originate traffic or take any other action to make traffic appear as if it: (i) is anything other than the type of traffic delivered to Customer or (ii) originated from a place or on a type of equipment different from the place or type of equipment from where it, in fact, originated; or (2) modify, alter or delete in any manner calling party number information, originating point codes or any other signaling information, or call detail in connection with the transport and termination of traffic to the called party. Upon Lumen’s request, Customer will certify in writing its continued compliance with this Section.
3.6 Fraudulent Calls and Unsupported Calls. Customer will be responsible for paying Lumen for all charges for Service, even if incurred as a result of fraudulent or unauthorized use. Lumen may, without liability, take immediate action to prevent calls which are not supported by the Service, which may harm Lumen’s network or are fraudulent or suspected to be fraudulent, including without limitation, by denying Service to particular automatic number identifiers (ANIs) or terminating Service to or from specific locations. In the event Customer discovers or reasonably believes fraudulent calls being made, Customer will notify Lumen as soon as possible at +1-800-348- 5457 or FraudOperationsNA@centurylink.com.
4. Reserved.
R231483 Page 6 of 39
ATTACHMENT A
WARNING LABELS (US)
WARNING:
E911 Service May be Limited or Not Available
Emergency Calling Service/E911 will not be available if
1. Your broadband/interconnect connection has failed or is disconnected
2. Your electrical power is disrupted
3. The current location of your handset has not been registered with your service provider
If you are unable to immediately complete a 911 call, PLEASE USE THE EMERGENCY PHONE NEAREST YOU.
Emergency Calling Service/E911 will not be available if
4. Your broadband/interconnect connection has failed or is disconnected
5. Your electrical power is disrupted
6. The current location of your handset has not been
Emergency Calling Service/E911 will not be available if
7. Your broadband/interconnect connection has failed or is disconnected
8. Your electrical power is disrupted
9. The current location of your handset has not been
Emergency Calling Service/E911 will not be available if
10. Your broadband/interconnect connection has failed or is disconnected
11. Your electrical power is disrupted
12. The current location of your handset has not been
Emergency Calling Service/E911 will not be available if
13. Your broadband/interconnect connection has failed or is disconnected
14. Your electrical power is disrupted
15. The current location of your handset has not been
Emergency Calling Service/E911 will not be available if
16. Your broadband/interconnect connection has failed or is disconnected
17. Your electrical power is disrupted
18. The current location of your handset has not been
Emergency Calling Service/E911 will not be available if
19. Your broadband/interconnect connection has failed or is disconnected
20. Your electrical power is disrupted
21. The current location of your handset has not been
Emergency Calling Service/E911 will not be available if
22. Your broadband/interconnect connection has failed or is disconnected
23. Your electrical power is disrupted
24. The current location of your handset has not been
Emergency Calling Service/E911 will not be available if
25. Your broadband/interconnect connection has failed or is disconnected
26. Your electrical power is disrupted
27. The current location of your handset has not been
CISCO WEBEX CALLING DELIVERED BY CENTURYLINK SERVICE SCHEDULE
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CONFIDENTIAL
1. Applicability. This Service Schedule applies when Customer orders Cisco Webex® Calling delivered by CenturyLink (“Service”) or available Products from CenturyLink. This Service Schedule incorporates the terms of the Master Service Agreement or other service agreement pursuant to which CenturyLink provides services to Customer (the “Agreement”). Terms used but not defined herein shall have the meaning set forth in the Agreement, and any capitalized or other technical terms used herein, but not defined herein or in the Agreement, will be defined as commonly understood in the industry. In the event of any conflict between the terms of the Agreement and the terms of this Service Schedule, this Service Schedule shall control with respect to the Service herein. Customer expressly agrees that CenturyLink may use third party suppliers to provide the Service, provided that CenturyLink remains responsible to Customer hereunder. Service is subject to availability.
2. Service. The Service includes Cisco Webex Calling (“Webex Calling”) and voice connectivity. In addition to the Service Customer must separately purchase and pay for Internet Connectivity for use with the Service.
2.1 Description. The Service is an Internet protocol (“IP”) application that provides real time, two-way communication capability in IP over a broadband connection. Customer purchases the Service on a per license basis. Additional information regarding features supported by the Service is available from CenturyLink upon request.
(a) Cisco Webex Calling. As part of the Service, CenturyLink includes a cloud-based PBX unified communications service hosted by Cisco that consists of a core set of voice buisiness communication features. Customer will receive the Webex Calling features, supported by CenturyLink. A list of Webex Calling features is available upon request. Webex Calling is available in two station types:
• Enterprise Station. Enterprise Station is a full feature calling and collaboration seat. The seat includes standard PBX telephony features and Webex team collaboration features. This station is intended for Customer’s contractors or employees using the Service as part of their job duties.
• Common Area Station. Common Area Station provides dial tone and limited telephony features intended for common area locations like a breakroom, lobby or cafeteria.
(b) Voice Connectivity. As part of the Service, CenturyLink provides voice connectity, which includes connectivity to the Public Switched Telephone Network (“PSTN”), that allows inbound and outbound telephone calls for the Cisco Webex Calling component.
(i) Local, Domestic Long Distance, 8XX and On-Net Calls. Local calls, U.S. outbound domestic long distance, 8XX outbound calls, and On-Net Calls are included in the Service MRCs. An On-Net Call means calls between the Service and any of the following CenturyLink services: CenturyLink UCaaS SIP Trunk, UCaaS Hosted PBX, Hosted VoIP, IQ SIP Trunk, Managed Office, Managed Office Essentials SIP Trunk (Sonus platform), Managed VoIP, Analog VoIP, Digital VoIP, Cisco Webex Calling delivered by CenturyLink or Integrated Access, and that are transmitted through the Service entirely over the CenturyLink IP network and not the PSTN or another carrier’s IP network. Inbound domestic toll free is not provided as part of the Service.
(ii) International Long Distance Calls. Additional per minue charges apply to all outbound international long distance calls except On-Net Calls. Standard per minute rates for international long distance are shown in the ISS. “ISS” means Information Services Schedule which can be found at http://www.centurylink.com/tariffs/qcc_info_services.pdf and which is subject to change. The ISS contains the current standard rates for non-On Net international calls. International toll free services are not available with the Service. Inbound internatinal toll free is not provided as part of the Service.
(iii) Operator Services. No collect or third party billing calls are supported. Pricing for Operator Services is located in the FCC Operator Services Informational Tariff posted at: http://www.centurylink.com/tariffs/fcc_clc_ops_t.pdf.
(iv) Directory Listing. An additional MRC applies to each basic business white page listing of a telephone number.
(v) Directory Assistance. A flat per call charge applies to directory assistance.
(vi) Available TNs. An available number is an unallocated number Customer retains in a pool for later use. An additional MRC applies for each available TN.
(c) Approved Devices. Any IP Phones, Analog Telephony Adapter, or other IP calling device (“collectively IP Device”) used with the Service must be an Approved Device. “Approved Device” means IP Devices approved by CenturyLink for use with the Service. A list of Approved Devices is available upon request. All IP Devices used with the Service must include an operating system that complies with
CenturyLink’s minimum requirements; and be re-imaged or programmed by Customer to work with the Service. CenturyLink has no liability for Service deficiencies or interruptions caused by Customer, its employees, contractors or agents, or end users reconfiguring or misconfiguring IP Devices used with the Service.
(d. Products. Customer may purchase from CenturyLink certain IP Devices and other phone accessories manufactured by Cisco for use with the Service (collectively “Products”). All sales are final except as provided by manufacturer. Customer will pay all applicable shipping charges for the Product. Ownership and all risk of loss of Product except damage caused by CenturyLink, its agents or subcontractors, will transfer to Customer when the Product ships from the manufacturer. CenturyLink will invoice Customer for the Product upon delivery confirmation. Customer will notify CenturyLink in writing of any portion of the Product that does not operate materially in accordance with the manufacturer’s specifications. Failure to notify CenturyLink within 10 days of actual delivery date constitutes final
Acceptance. “Acceptance” means Customer agrees that CenturyLink has delivered the Product, that it operates materially in accordance with the manufacturer’s specifications, and that Customer will fulfill its obligation for payment. CenturyLink will have the right to cure any portion of an order for Product(s) that has been rejected. Any portion that is not rejected and which is functionally divisible may be invoiced
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separately. All CenturyLink-provided Products are subject to all applicable terms and conditions set forth by Cisco, including but not limited to end-user license agreement (EULA), warranties, and return material authorization policies. Links to the Cisco End User License
Agreement EULA and applicable Cisco warranties, if any, may be viewed at:
Warranties and EULA: https://www.cisco.com/c/en/us/products/warranty-listing.html
2.2 Service Conditions. The following conditions apply to the Service:
(a) Site Conditions. Customer is responsible for ensuring that its Customer data network/equipment and premise environment (“Customer Environment) is fully prepared for the convergence of voice and data services during the Term. Customer is responsible for fully understanding how changes in its data network will affect voice quality and reliability of the Service. The addition of new data network applications, increased usage, movement of Customer personnel, and equipment failures can all have an impact on Service using that network. CenturyLink has no liability for Service deficiencies or interruptions caused by failures or malfunctions in the Customer Environment.
(b) Access. Customer must provide CenturyLink and/or its representative access to the Customer premises to the extent reasonably determined by CenturyLink for the installation, repair, replacement, inspection and scheduled or emergency maintenance of the Service, if provided as part of the Service for a specific Customer location. Customer is responsible for providing a safe place to work at its premises and complying with all laws and regulations regarding the working conditions at its premises.
(c) Voice Services (Long Distance). CenturyLink will provide the voice services under the terms of the Agreement, ISS, and this Service Schedule.
(i) Description; Service Guide and SLA. Long Distance accepts domestic and international dedicated long distance traffic in IP format and converts such traffic for transmission across the telecommunications network. Toll Free accepts domestic and international toll free traffic and converts it into IP format for transmission to Customer. All use of the voice services will comply with and be subject to the Services Guide, which is posted at http://www.centurylink.com/legal/. CenturyLink reserves the right to refuse to accept, suspend, or limit any or all of Customer’s IP traffic not complying with the Service Guide technical specifications or that CenturyLink believes is adversely affecting other customers on the CenturyLink network. The Service Guide is incorporated into this Service Schedule by this reference. CenturyLink may reasonably modify the Service Guide to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers, and such change will be effective upon posting to the website.
(ii) Telemarketing. With respect to any outbound long distance: (a) Per the Federal Trade Commission (“FTC”), telemarketers are required to transmit their telephone number to Caller ID services. As such, all telemarketers using CenturyLink commercial services are required to provide CPN/pseudo-CPN and a CGN provisioned with the service: IF A TELEMARKETER DOES NOT PROVIDE CENTURYLINK WITH A NUMBER FOR THIS PURPOSE, THE CALL WILL BE BLOCKED BY CENTURYLINK; and (b) Federal Do Not Calls rules require that companies that telemarket or engage in telephone solicitations adhere to the requirements set forth in 47 C.F.R.
section 64.1200 (FCC) and 16 C.F.R. Part 310 (FTC). Please consult with your company’s legal advisor for more information.
(iii) Non-Completed Calls. “Non-completed Call Percentage Threshold" means 30% of all attempted calls, both completed and non-completed. If the percentage of Customer’s calls that do not complete (out of all attempted calls) meets or exceeds the Non-completed Call Percentage Threshold for any given monthly billing cycle, CenturyLink may, upon 30 calendar days notice to Customer, disconnect Service on which the Non-completed Call Percentage Threshold was exceeded.
(d) International Call Billing. International charges are quoted in full minutes. Each international call that is not an On-Net Call (except to Mexico) is measured and billed for an initial 30 seconds and rounded up to the next 6 second increment after the first 30 seconds. Each International call to Mexico is measured and billed for an initial one minute and rounded up to the next minute after the first minute.
(e) Unsupported Calls. The Service does not support collect or third party billing. The Service may not support 311, 511 and/or other x11 services (other than 911, 711 and 411 dialing) in all service areas. The Service does not support any outgoing calls from seats that are not associated with an IP Device or Soft Phone, unless another telephony device from which the call can be originated via the end user portal is used.“Soft Phone” means software for an IP-enabled device that allows Customer’s end users to use the Service to make and receive calls on that device.
(f) Area of use. The Service is intended to be used only at one location that is specified by the Customer as the place of use for a particular TN within the United States (not including U.S. territories). Customer may not use IP enabled stationary devices that are assigned to, designated for, or configured for use at one location in any other location, unless Customer has requested a change of its Registered Location, and has received approval and the Registered Location Update Confirmation from CenturyLink as set forth in the “Use of Service at a Different Location” section below. Emergency response service calls automatically route to the appropriate emergency response service center based upon the Registered Location. If Customer or an end user tries to use the Service (i) at a location other than a Registered Location (including without limitation, using IP enabled devices assigned to, designated for, or configured for use at one location in a different location) or (ii) outside of the United States (including in any U.S. territories), they do so at their own risk (including without limitation, the risk that Customer will not have access to emergency response services and/or such activity violates local laws in the jurisdiction where Customer or an end user tries to use the Service).
(g) Use of Service at a Different Location. Customer may only use the Service at the Registered Location for that TN. Customer must obtain CenturyLink’s approval to change the Registered Location by submitting a Registered Location change request at https://portal.centurylink.com/au-centurylink-engage/app/911/request-address-update. Customer must submit a Registered Location
DocuSign Envelope ID: A07F958E-BACE-4285-9DFE-98C819966321 https://www.cisco.com/c/en/us/products/warranty-listing.html http://www.centurylink.com/legal/ https://portal.centurylink.com/au-centurylink-engage/app/911/request-address-update
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change request before using Service at any location other than the Registered Location. Failure to obtain CenturyLink’s approval is prohibited and constitutes a misuse of the Service. Such misuse will result in emergency service calls being routed to the incorrect emergency response operator based on incorrect address information. Upon submission of Customer’s Registered Location change request, CenturyLink will reject the request, or accept and begin processing the request. If CenturyLink accepts Customer’s Registered Location change request the request will be processed and upon completion Customer will see a message that indicates that Customer’s Registered Location has been updated to the address listed (“Registered Location Update Confirmation”). Any emergency response services calls placed prior to receiving the Registered Location Update Confirmation will be routed according to the last Registered Location. If, upon submission of a Registered Location change request, CenturyLink rejects the change request, Customer understands that CenturyLink has not approved using the Service at that new location and, as such, Customer is prohibited from using the Service there. To ensure proper routing of calls to emergency response services, Customer and its end users must not install or use IP Devices or Soft Phones with the Service to dial emergency response services at another address without following the above address change process.
(h) Compliance. The Service cannot be used for any unlawful, abusive, or fraudulent purpose, including without limitation, using the Service in a way that: (i) interferes with CenturyLink's ability to provide service to CenturyLink customers; (ii) avoids Customer's obligation to pay for communication services; (iii) constitutes a criminal offense; (iv) gives rise to a civil liability; or (v) otherwise violates any laws. Without limiting the foregoing, the Service cannot be used for auto-dialing, continuous or extensive call forwarding, fax broadcasting or fax blasting, or for uses that result in excessive usage inconsistent with normal usage patterns. Customer is responsible for complying with all laws and regulations in connection with its use of the Service, including all applicable call recording law related to Customer’s Call Recording components.
(i)…
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