Riverside City Council
March 12, 2024

ADDENDUM TO
SERVICE ORDER DOCUMENT NO. DOC·0000611179
This Addendum ("Addendum") (i) is entered into by and between CENTURYLINK COMMUNICATIONS, LLC on behalf of its affiliate, LEVEL 3 COMMUNICATIONS, LLC ("Level 3") and the City of Riverside ("Customer"), and (ii) modifies Customer Quote/Order Document Number DOC-QO00611179 to be signed by Customer at the same time as this Addendum (the' "Customer Order"), a copy of which is attached and incorporated by reference. This Addendum is effective as of the date executed by both parties.

WHEREAS. the parties wish to amend the Customer Order to amend certain terms as set forth in this Addendum; NOW THEREFORE, the parties agree to modify the Customer Order in the following limited respects:

1. Master Agreement: This Customer Order is governed by the Professional Consultant Services Agreement between CenturyLink Communications, LLC and City of Riverside, executed pursuant to RFP No. 1841 (the "Agreement"). To the extent of a conflict between the Agreement and this Customer Order, the Agreement will control and this Order shall be the lowest priority document.

2. Section 5 of the Customer Order is deleted in its entirety.

3. Limited to Relevant Customer Order. The parties acknowledge and agree that this Addendum shall apply to the Customer Order and shall have no applicability to any other order(s) that Customer may have otherwise submitted or may submit to Level 3 in the future. All other Terms and Conditions will remain in effect.

Date
conditions have been read. are understood, and are hereby accepted. ,

CITY OF RIVERSIDE
By
Name
Title
Date
CERTIFIED AS TO FUNDS AVAILABILITY:

N962166

Ro mary Koo
Senior Deputy City Attomey

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

CENTURYLINK COMMUNICATIONS, LLC
(Internet Service Provider - RFP No. 1841)
THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT ("Agreement") is made and entered into this day ("Effective Date"), by and between the CITY OF RIVERSIDE ("City"), a California charter city and municipal corporation and CENTURYLINK COMMUNICATIONS, LLC, a limited liability company ("Consultant").

1. Scope of Services. City agrees to retain and does hereby retain Consultant and Consultant agrees to provide the services more particularly described in Exhibit "A," "Scope of Services" ("Services"), attached hereto and incorporated herein by reference, in conjunction with Internet Service Provider - RFP No. 1841 ("Project").

2. Term. This Agreement shall be effective on the date first written above and shall remain in effect until November 30, 2021, unless otherwise terminated pursuant to the provisions herein.

3. Compensation/Payment. Consultant shall perform the Services under this Agreement for the total sum not of Sixty-Six Thousand Nine Hundred Sixty Dollars ($66,960.00) for Bandwidth 2000 Mbps, or nearest equivalent, as shown on pages B-1 and B-4 of Exhibit "B", and payable in accordance with the terms set forth in Exhibit "8." Said payment shall be made in accordance with City's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 4 hereof.

4. Notices. Any notices required to be given, hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid, addressed to the party to be served as follows:

To City To Consultant
Innovation and Technology CenturyLink Communications, LLC City of Riverside Attn: Kevin Sangiovanni
Attn: Chris Tilden 445 S. Figueroa Street, Suite 2920
3900 Main Street Los Angeles, CA 90071
Riverside, CA 92522

5. Prevailing Wage. Ifappl icable, Consultant and all subcontractors are required to pay the general prevailing wage rates ofper diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the Cal ifornia Labor Code and implemented by Resolution No. 13346 ofthe City Council ofthe City of Riverside.

The Director's determination is available on-line at
-,-,-,-,-,-,-=:..:.==:o.:...:..:.=:.:.;..;:;;;::..:...;..=..-;..,-==:...::::..:c;====:..:..;:;=-:..: and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein.

6. Contract Administration. A designee ofthe City will be appointed in writing by the City Manager or Department Director to administer this Agreement on behalf of City and shall be referred to herein as Contract Administrator.

7. Standard of Performance. While performing the Services, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Metropolitan Southern California Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise.

8. Personnel. Consultant shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Consultant recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion ofthe Services. The key personnel listed in Exhibit "C" attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to City approval.

9. Assignment and Subcontracting. Neither party shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Consultant acknowledges that any assignment may, at the City'S sole discretion, require City Manager and/or City Council approval. Consultant shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.

Subcontracts, ifany, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 12. The Consultant acknowledges and agrees that the City is an intended beneficiary ofany work performed by any subcontractor for purposes of establishing a duty ofcare between any subcontractor and the City.

10. Independent Contractor. In the performance ofthis Agreement, Consultant, and Consultant's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Riverside. Consultant acknowledges and agrees that the City has no obligation to payor withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Consultant, or to Consultant's employees, subcontractors and agents. Consultant, as an independent contractor, shall be responsible for any and all taxes that apply to Consultant as an employer. 2 11. Indemnification.

11.1 Design Professional Defined. For purposes of this Agreement, "Design Professional" includes the following:

A. An individual licensed as an architect pursuant to Chapter 3 (commencing with Section 5500) of Division 3 ofthe Business and Professions Code, and a business entity offering architectural services in accordance with that chapter.

B. An individual licensed as a landscape architect pursuant to Chapter 3.5 (commencing with Section 5615) of Division 3 of the Business and Professions Code, and a business entity offering landscape architectural services in accordance with that chapter.

C. An individual registered as a professional engineer pursuant to Chapter 7 (commencing with Section 6700) of Division 3 of the Business and Professions Code, and a business entity offering professional engineering services in accordance with that chapter.

D. An individual licensed as a professional land surveyor pursuant to Chapter 15 (commencing with Section 8700) of Division 3 of the Business and Professions Code, and a business entity offering professional land surveying services in accordance with that chapter.

11.2 Defense Obligation For Design Professional Liability. Consultant agrees, at its cost and expense, to promptly defend the City, and the City's employees, officers, managers, agents and council members (collectively the "Parties to be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance ofthe Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party. Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. Consultant will reimburse City for reasonable defense costs for claims arising out of Consultant's professional negligence based on the percentage of Consultant's liability. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.

11.3 Indemnity For Design Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, protect and hold harmless the City and the City's employees, officers, managers, agents, and Council Members ("Indemnified Parties") from and against any and all claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fines and penalties, 3 liabilities or losses of any kind or nature whatsoever to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct ofCon suit ant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party.

11.4 Defense Obligation For Other Than Design Professional Liability.

Consultant agrees, at its cost and expense, to promptly defend the City, and the City's employees, officers, managers, agents and council members (collectively the "Parties to be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings which arise out of, or relate to, or are in any way connected with: 1) the Services, work, activities, operations, or duties ofthe Consultant, or ofanyone employed by or working under the Consultant, or 2) any breach ofthe Agreement by the Consultant.

This duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are meritiess, or which involve claims or allegations that any or all of the Parties to be Defended were actively, passively, or concurrently negligent, or which otherwise assert that the Parties to be Defended are responsible, in whole or in part, for any loss, damage or injury.

Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.

11.5 Indemnity For Other Than Design Professional Liability. Except as to the sole negligence or willful misconduct of the City, Consultant agrees to indemnify, protect and hold harmless the Indemnified Parties from and against any claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fine and penalties, liabilities or losses of any kind or nature whatsoever whether actual, threatened or alleged, which arise out of, pertain to, or relate to, or are a consequence of, or are attributable to, or are in any manner connected with the performance of the Services, work, activities, operations or duties ofthe Consultant, or anyone employed by or working under the Consultant or for services rendered to Consultant in the performance of this Agreement, notwithstanding that the City may have benefited from its work or services. This indemnification provision shall apply to any acts, omissions, negligence, recklessness, or willful misconduct, whether active or passive, on the part ofthe Consultant or anyone employed or working under the Consultant.

12. Insurance.

12.1 General Provisions. Prior to the City's execution of this Agreement, Consultant shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.

12.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Consultant's indemnification obligations under Section 11 hereof. 4 12.1.2 Ratings. Any insurance policy or coverage provided by Consultant or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII or higher.

12.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days' prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.

12.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage as Consultant deems adequate, at Consultant's sole expense.

12.2 Workers' Compensation Insurance. By executing this Agreement, Consultant certifies that Consultant is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any ofthe work. Consultant shall carry the insurance or provide for self-insurance required by California law to protect said Consultant from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Consultant shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Consultant is self-insured for such coverage, or 2) a certified statement that Consultant has no employees, and acknowledging that if Consultant does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City wi 11 be given ten (10) days' prior written notice before modification or cancellation thereof.

12.3 Commercial General Liability and Automobile Insurance. Prior to City's execution ofthis Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Consultant against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Consultant. The City, and its officers, employees and agents, shall be named as additional insureds under the Consultant's insurance policies.

12.3.1 Consultant's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000.

12.3.2 Consultant's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of 5 not less than $1,000,000. All of Consultant's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Consultant's performance ofthis Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles, Consultant leased vehicles, Consultant's employee vehicles, non-Consultant owned vehicles and hired vehicles.

12.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:

It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.

12.3.4 The insurance policy or policies shall also comply with the following provisions:
a. The policy shall be endorsed to waive any right of subrogation against the City and its sub-consultants, employees, officers and agents for services performed under this Agreement.
b. If the policy is written on a claims made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services. The retroactive date of coverage must also be listed.
c. The policy shall specify that the insurance provided by Consultant will be considered primary and not contributory to any other insurance available to the City and Endorsement No. CG
200 I 0413 shall be provided to the City.

12.4 Errors and Omissions Insurance. Prior to City's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term ofthis Agreement, errors and omissions professional liability insurance in the minimum amount of $1,000,000 to protect the City from claims resulting from the Consultant's activities.

12.5 Subcontractors'Insurance. Consultant shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss that may be caused by the subcontractors' scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability. Upon City's request, Consultant shall provide City with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section.
6 13. Business Tax. Consultant understands that the Services performed under this Agreement constitutes doing business in the City ofRiverside, and Consultant agrees that Consultant will register for and pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code and keep such tax certificate current during the term of this Agreement.

14. Time of Essence. Time is of the essence for each and every provision of this Agreement.

15. City's Right to Employ Other Consultants. City reserves the rightto employ other Consultants in connection with the Project. Ifthe City is required to employ another consultant to complete Consultant's work, due to the failure ofthe Consultant to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Consultant.

16. Accounting Records. Consultant shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable.

Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant, except as otherwise directed by City's Contract Administrator. Nothing furnished to Consultant which is otherwise known to the Consultant or is generally known, or has become known, to the related industry shall be deemed confidential.

Consultant shall not use City'S name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production, website, or other similar medium without the prior written consent ofthe City. This provision shall survive the expiration or termination of this Agreement.

18. Ownership of Documents. All reports, maps, drawings and other contract deliverables prepared under this Agreement by Consultant shall be and remain the property of City.

Consultant shall not release to others information furnished by City without prior express written approval of City. This provision shall survive the expiration or termination of this Agreement.

19. Copyrights. Consultant agrees that any work prepared for City which is eligible for copyright protection in the United States or elsewhere shall be a work made for hire. If any such work is deemed for any reason not to be a work made for hire, Consultant assigns all right, title and interest in the copyright in such work, and all extensions and renewals thereof, to City, and agrees to provide all assistance reasonably requested by City in the establishment, preservation and enforcement of its copyright in such work, such assistance to be provided at City's expense but without any additional compensation to Consultant. Consultant agrees to waive all moral rights relating to the work developed or produced, including without limitation any and all rights of 7 identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications. This provision shall survive the expiration or termination of this Agreement.

20. Conflict of Interest. Consultant, for itself and on behalf of the individuals listed in Exhibit "C," represents and warrants that by the execution ofthis Agreement, they have no interest, present or contemplated, in the Project affected by the above-described Services. Consultant further warrants that neither Consultant, nor the individuals listed in Exhibit "C" have any real property, business interests or income interests that will be affected by this project or, alternatively, that Consultant will file with the City an affidavit disclosing any such interest.

21. Solicitation. Consultant warrants that Consultant has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Consultant only for the value of work Consultant has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Consultant the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu ofthose remedies otherwise specified in this Agreement.

22. General Compliance With Laws. Consultant shall keep fully informed of federal , state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of services by Consultant pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained all necessary licenses to perform the Scope of Services and that such licenses are in good standing.

Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City of Riverside.

23. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder, except as may be specifically, provided in this Agreement or as may be otherwise agreed in writing.

24. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Consultant and City.

25. Termination. City, by notifying Consultant in writing, shall have the right to terminate any or all ofConsultant's services and work covered by this Agreement at any time. In the event of such termination, Consultant may submit Consultant's final written statement ofthe amount of Consultant's services as of the date of such termination based upon the ratio that the work completed bears to the total work required to make the report complete, subject to the City's rights under Sections 15 and 26 hereof. In ascertaining the work actually rendered through the termination 8 date~ City shall consider completed work~ work in progress and complete and incomplete reports and other documents only after delivered to City.
2S.1 Other than as stated below, City shall give Consultant thirty (30) days' prior written notice prior to termination.
2S.2 City may terminate this Agreement upon fifteen (IS) days~ written notice to Consultant, in the event:
2S.2.1 Consultant substantially fails to perform or materially breaches the Agreement; or
2S.2.2 City decides to abandon or postpone the Project.

26. Offsets. Consultant acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which Consultant owes or may owe to the City, City reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by City to Consultant. Notice of such withholding and offset, shall promptly be given to Consultant by City in writing. In the event ofa dispute as to the amount owed or whether such amount is owed to the City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.

27. Successors and Assigns. This Agreement shall be binding upon City and its successors and assigns, and upon Consultant and its permitted successors and assigns, and shall not be assigned by Consultant, either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement.

28. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court, County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county.

29. Nondiscrimination. During Consultant's performance ofthis Agreement, Consultant shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition ofAcquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 ofthe California Government Code.

Further, Consultant agrees to conform to the requirements ofthe Americans with Disabilities Act in the performance of this Agreement.

30. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this 9 Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect.

31. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions hereof and thereof.

32. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.

33. Interpretation. City and Consultant acknowledge and agree that this Agreement is the product of mutual arms-length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement.

33.1 Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of the Agreement or any of its terms. Reference to section numbers, are to sections in the Agreement unless expressly stated otherwise.

33.2 This Agreement sha11 be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement.

33.3 In the event of a conflict between the body of this Agreement and Exhibits hereto, the weight given in the interpretation ofterms and order ofprecedence ofdocuments shall be as follows:
a. Agreement
b. Exhibit "A" - Scope of Services
c. Exhibit "8" - Compensation
d. Exhibit "C" - Key Personnel
e. Exhibit "D" CenturyLink Master Services Agreement
f. Addendum

34. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:

Exhibit "A" Scope of Services
Exhibit "8" Compensation
Exhibit "C" Key Personnel
Exhibit "0" CenturyLink Master Services Agreement
10 --------------
IN WITNESS WHEREOF, City and Consultant have caused this Agreement to be duly executed the day and year first above written.

CITY OF RIVERSIDE, a California
charter city and municipal corporation
a California corporation
By: ______________________ __
City Manager
[Printed Name] Stt"WVI4ett R,.e pAttest:______________ _ By: ------r+--~--------------~
k.""Jlvt)~ l t. J4 ".... ; "VI bt hti II" p K",,,.,,,-----'---------- :B~ /<.£ V City Clerk
Approved as to Form: By:

BY:~~ [Printed Name]
Rose ry Koo
Senior Deputy City Attorney [Title]
Certified as to Availability of Funds:

By:_~~~~~________ ___
CA #18-1387 rk 01131119
\\rc-citylawprod\Cycom\ WPDocs\D022\P027\00445598.DOCX
II

EXHIBIT "A"

SCOPE OF SERVICES
In addition to the tenns and conditions contained in the Professional Consultant Services Agreement, the parties hereto further agree to the scope of this Agreement as stated below.

I. The parties agree that Consultant is not a Design Professional as defined in Section 11.1 (A­ D). As such, City and Consultant agree that Sections 11.2 and 11.3 shall not apply to this Consultant.

2. Parties agree Section 1104 and 11.5 will apply when connected to or arising out ofany acts of the Consultant, its employees or agents, which are related to this Agreement, however, CenturyLink defense and indemnification obligations will not apply to the extent that a claim is caused by the negligence or willful misconduct ofthe City, its agents or third parties under its control.

3. Parties agree that Section 33.3 shall be amended as follows:

33.3 In the event of a conflict between the body ofthis Agreement and Exhibits hereto, the weight given in the interpretation of tenns and order of precedence of documents shall be as follows:
a. Agreement
b. Exhibit "A" - Scope of Services
c. Exhibit "8" - Compensation
d. Exhibit "C" Key Personnel
e. Exhibit "D" CenturyLink Master Services Agreement
f. Addendum
Exhibit "D" contains the Century Link Master Service Agreement. This document addresses the majority ofthe scope of services requirements specified in RFP 1841.

CenturyLink will provide 2417 customer support via the support number (877) 453­ 8353, or portalaccess (/'centuJ'vl ink.com e-mail address, or http://\\\\\\.m,levcI3.com web portal.

EXHIBIT "B"

COMPENSATION
Fixed Internet Access - Bandwidth 2000 Mbps Year 1 - $1,800.00 OR nearest equivalent offering Year 2 - $1,800.00
Year 3 - $1,800.00
*NOTE: All pricing is based on Monthly rates, Total 3-Year Contract Cost - $1,800.00 Per Term Applied
Year 4 (Optional) - $1,800.00
Year 5 (Optional) - $1,800.00
B-1

EXHIBIT "B"

COMPENSATION
Service Address
3900 MAIN ST.

RIVERSIDE, CA
92522 USA
Description
Dedicated Internet
Access
Access - On Net
Order
Type
New
Term
(Months)
36 Qty
I
1 Unit
MRC
$300.00
Unit
NRC
$0.00
Total
MRC
$300.00
Total
NRC
$0.00
-Bandwidth'" 1 0
GigE
-On Net
Protection '"
Unprotected
-Access Sub
Bandwidth'" 1 0000
Mbps
IP Logical
-Billing Method =
Flat Rate
1 $1,500.00 $0.00 $1,500.00 $0.00
-Peak Data Rate in
Mbps = 2000
-Committed Data
Rate in Mbps =
2000
IP Port 1 $0.00 $0.00 $0.00 $0.00
Subtotal (plus taxes
and surcharges)
Totals
$1,800.00
$1,800.00
$0.00
$0.00
B-2

,r · City of Riverside
Intemet Service Provider RFP #1841 ~.4~~ CenturyLink·
Cost Schedule No. 1 - One-Time Costs
Installation Labor Cost
Install is included (or CTL owned Equipment $0.00
[Description] $0.00
Tota/lnstallation Labor $0.00
Installation Materials
[Description] $0.00
[Description] $0.00
Total Installation Materials $0
.00
Other
[Description] $ 0.00
[Description) $0.00
TOTAL ONE-TIME COSTS $ 0.00
page 13
N940348AC
8-3
City of Riverside
Intemet Service Provider RFP #1841
Cost Schedule No.3 - Periodic Costs
Items Cost Frequency
[Description] $0 No Periodic Costs
[Description] $0
Total Periodic Costs $0
pagc17
N940348AC
B-1
EXHIBIT 4'C"

KEY PERSONNEL
C-l
City of Riverside
Intemel SelVice Provider RFP #1841 ~~:~ CenturyLink·
D. Company Personnel
This section shall contain names, contact numbers and description of experience, including licenses and/or certifications, of all key personnel who would be assigned to perform the SeNicas. Members of the Company's professional team (managers, contact person, etc.) should ba identified by name and title and should include contact phone numbers. Include also major subcontractors (if any) and their degree of involvement in this program. If the Company is including any subcontractors, the Company shall identify how long the Company has worked wilh the subcontractor.
•
Senior Account DIrector - SLED Kevin Sanglovannl
• Your Senior Account Executive specializes In all levels o{support, sales. design. contracts, etc., for network solutions and of your IT needs. (56Z) 335-5168 (mobile)
k!:lCID.m.~ilDgjll~DDI!!~Dtl.l~IIDk.tQm• Your SAE Is the lead member ofyour support team and main poe, with a focus on the delivery of new services and applications.

Sales Engineer: Craig Meinhardt
(949) 223·3422 (office)
services pre and post sales.
• The Sales Engineer supports any technical aspects of your solutions and (714) 329·6532 (mobile)
• The Sales Engineer will assist in all pre-sales design. connguralion. crajg,meinbardt@centnr;ylinls,tQm diagrams and requirements as weI! as ongoing support and review with the lead of the SAD.
• The Sales Engineer works In tandem as part of the account team 10 provide complete technical support resources for any and all applications/services.

Customer ProJect Coordinator: Ana Quinones
(949) 223-3458 (office)
customer billing questions.
• The CPC manages customer orders, coordinating project activities and (714) 309-8215 (mobile]
• Your CPC works in tandem with the customer and the entire account team llDilIQlIiDIlDl:li@C!:lItll~IJDls.l;llm to ensure overall customer satisfaction.

Director ofSales: Peter Yen
(626) 945-1200 (mobile)
performance of the ACCOUlH Executive and overall AccountTcam. • The Director oeSales is the manager responsible for the aSSignment and ~!lt!lr.M.YeD@~Dnlr;yJjDk.r;llm
• The DOS frequentl)' supports complex application opportunities and can serve as a point of contact for the escalation of Issues or needs.

Sr Post Sales Engineer: Dan Phillips
(916) 463·6638 (office)
and maintenance of equipment and circuits.
• The Post Sales Engineer Is responsible trouble resolution and service repair (763) 486·2666 (mobile)
!lilDlnhilllll~@~Dlu~IIDk.tllm
page 8
N940348AC
C-2
,'U;SCity of Riverside
Intemet Service Provider RFP #1841 ;.(~~ CenturyLink·
Offer Management;
• Offer Management facilitates and manages customer contracts and renewals.

Susan Baker
(303) 99Z·6942 (office)
!iu!:.QauC!l!!I:~Dnll~~lIllk ,am
VIce President:
• The VP predominantly serves as an execuUve level contact within our client base, additionally serves as a point of contact for escalation oflssues.

Ira Morris
(360) 905·7020 (office)
(310) 408·8744 (mobile)
ILlI.S.Ml:!tCS@I:!:lltllQ!:lillk.!:lIm
page 9
N940348AC
C-3
"EXHIBIT D"

CENTURYLINK MASTER SERVICES AGREEMENT
D-1

CENTURYLINK MASTER SERVICE AGREEMENT

STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION
LEVEL 3® DISTRIBUTED DENIAL OF SERVICE MITIGATION SERVICE

SERVICE SCHEDULE
This Master Service Agreement ("Agreement") is between CENTURYLINK COMMUNICATIONS, LLC ("CenturyLink") and CITY OF RIVERSIDE ("Customer") and is effective on the date the last party signs it (the "Effective Date"). This Agreement provides the terms and conditions applicable to Customer's purchase of products and services ("Service") from CenturyLink.

1. Term. The term of the Agreement will commence on the Effective Date and continue until the expiration of the last Service term, unless earlier terminated in accordance with the Agreement ("Term").

2. Service. CenturyLink will provide Service in accordance with the Agreement, including all applicable Service Schedules, Service Exhibits, Statements of Work, Order(s), pricing attachments, and any other documents that are attached or expressly incorporated into the Agreement ("Service Attachments"). The following Service Attachments, if any, are initially attached and incorporated into the Agreement. At CenturyLink's discretion, additional Service Attachments may be added by Amendment or by Customer plaCing an Order.

Level 3® Internet Services

3. Order(s). Customer may submit requests for Service in a form designated by CenturyLink ("Order"). The term for a Service is defined in the applicable Service Attachment ("Service Term"). Unless otherwise set forth in a Service Attachment, Service will continue month-to-month at the expiration of the Service Term at CenturyLink's then current rates. CenturyLink will notify Customer of acceptance of requested Service in the Order by delivering (in writing or electronically) the date by which CenturyLink will install Service (the ·Customer Commit Date"), by delivering the Service, or by the manner described in a Service Attachment. Renewal Orders will be accepted by CenturyLink's continuation of Service. For moves, adds or changes agreed to by CenturyLink, Customer will pay CenturyLink's then current charges unless otherwise specifically stated in a Service Attachment.

4. Billing and Payment.

4.1 Commencement of Billing. Unless otherwise set forth in a Service Attachment, CenturyLink will deliver written or electronic notice (a "Connection Notice") to Customer when Service is installed, at which time billing will commence ("Service Commencement Date"). If Customer notifies CenturyLink within three days after delivery of the Connection Notice that Service is not functioning properly, CenturyLink will correct any deficiencies and, upon Customer's request, credit Customer's account in the amount of 1130 of the applicable monthly recurring charge (MRC) for each day the Service did not function properly. If CenturyLink cannot complete installation due to Customer delay or inaction, CenturyLink may begin charging Customer for the Service, and Customer will pay such charges.

4.2 Payment of Invoices and Disputes. Invoices are delivered or made available monthly and due 30 days after the invoice date.

Fixed charges are billed in advance and usage-based charges are billed in arrears. Customer's payments to CenturyLink must be made via an ACH transfer or any CenturyLink approved payment portal (e.g., CenturyLink Control Center) in the currency stated on the invoice.

CenturyLink may charge administrative fees where Customer's payment and invoice preferences deviate from CenturyLink's standard practices. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law (whichever is less). CenturyLink may charge Customer reasonable attorneys' fees and any third-party collection costs CenturyLink incurs in collecting such amounts. Customer is responsible for all charges regarding the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 90 days from the date of the invoice. If CenturyLink determines in good faith that a disputed charge was billed correctly, Customer must pay such amounts within 10 days after CenturyLink provides notice of such determination. Customer may not offset disputed amounts from one invoice against payments due on the same or another account.

4.3 Taxes and Fees. Excluding taxes based on CenturyLink's net income, Customer is responsible for all taxes and fees arising in any jurisdiction imposed on or incident to the provision, sale or use of Service. This includes value added, consumption, sales, use, gross receipts, withholding, excise, access, bypass, ad valorem, franchise or other taxes, fees, duties or surcharges (e.g., regulatory and 911 surcharges), whether imposed on CenturyLink or a CenturyLink affiliate, along with similar charges stated in a Service Attachment (collectively "Taxes and Fees"). Some Taxes and Fees, and costs of administering the same, are recovered through imposition of a percentage surcharge(s) on the charges for Service. If Customer is required by law to make any deduction or withholding of withholding Taxes from any payment due hereunder to CenturyLink, then, notwithstanding anything to the contrary in this Agreement, the gross amount payable by Customer will be increased so that, after any such deduction or withholding for such withholding Taxes, the net amount received by CenturyLink will not be less than CenturyLink would have received had no such deduction or withholding been required.

Charges for Service are exclusive of Taxes and Fees. Customer may present CenturyLink with an exemption certificate eliminating CenturyLink's liability to pay certain Taxes and Fees. The exemption will apply prospectively.

4.4 Non-Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations; (c) Customer agrees it will not use non-appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring any termination charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination Op 10 #: 55794353 Page 1 of 9 .1'\ _ "7 © CenturyLink. All Rights Reserved. 'IU 0\ CGT v1.080117
CENTURVLlNK MASTER SERVICE AGREEMENT

STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION
LEVEL 3® DISTRIBUTED DENIAL OF SERVICE MITIGATION SERVICE

SERVICE SCHEDULE
and to the eldent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination.

4.5 Regulatory and Legal Changes. If changes in applicable law, regulation, rule or order materially affect delivery of Service, the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within 30 days after CenturyLink's notice requesting renegotiation, CenturyLink may, on a prospective basis after such 30-day period, pass any increased delivery costs on to Customer. If CenturyLink does so, Customer may terminate the affected Service on notice to CenturyLink delivered within 30 days of the cost increase taking effect.

4.6 Cancellation and Termination Charges. Unless otherwise set forth in a Service Attachment:
(a) Customer may cancel an Order (or portion thereof) prior to the delivery of a Connection Notice upon written notice to CenturyLink identifying the affected Order and Service. If Customer does so, Customer will pay CenturyLink a cancellation charge equal to the sum of: (1) for "off-net" Service, third party termination charges for the cancelled Service; (2) for "on-net" Service, one month's monthly recurring charges for the cancelled Service; (3) the non-recurring charges for the cancelled Service; and (4) CenturyLink's out-of-pocket costs (if any) incurred in constructing facilities necessary for Service delivery. (b) Customer may terminate a specified Service after the delivery of a Connection Notice upon 30 days' written notice to CenturyLink.

If Customer does so, or if Service is terminated by CenturyLink as the result of Customer's default, Customer will pay CerituryLink a termination charge equal to the sum of: (1) all unpaid amounts for Service actually provided; (2) 100% of the remaining monthly recurring charges for months 1-12 of the Service Term; (3) 50% of the remaining monthly recurring charges for month 13 through the end of the Service Term; and (4) if not recovered by the foregoing, any termination liability payable to third parties resulting from the termination and any out-of-pocket costs of construction to the extent such construction was undertaken to provide Service hereunder. The charges in this Section represent CenturyLink's reasonable liquidated damages and are not a penalty.

5. Default. If (a) Customer fails to make any payment when due and such failure continues for five business days after CenturyLink's written notice, or (b) either party fails to observe or perform any other material term of this Agreement and such failure continues for 30 days after the other party's written notice, then the non-defaulting party may: (i) terminate this Agreement and/or any Order, in whole or in part, and/or (ii) subject to Sections 6.1 (Damages Limitations) and 6.3 (Service Levels), pursue any remedies it may have at law or in equity.

6. Liabilities and Service Levels.

6.1 Damages Limitations. Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Agreement or any Order.

6.2 Disclaimer of Warranties. CENTURVLlNK MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR

IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE ATTACHMENT.

6.3 Service Levels.
(a) Any "Service Level" commitments applicable to Services are contained in the Service Attachments applicable to each Service.

If CenturyLink does not meet a Service Level, CenturyLink will issue to Customer a credit as stated in the applicable Service Attachment on Customer's request. CenturyLink's maintenance log and trouble ticketing systems are used to calculate Service Level events.

Scheduled maintenance under Section 8 and force majeure events are considered Excused Outages. (b) Unless otherwise set forth in a Service Attachment, to request a credit, Customer must contact Customer Service (contact information is located at http://www.leveI3.com) or deliver a written request with sufficient detail to identify the affected Service. The request for credit must be made within 60 days after the end of the month in which the event occurred. Total monthly credits will not exceed the charges for the affected Service for that month. Customer's sole remedies for any nonperformance, outages, failures to deliver or defects in Service are contained in the Service Levels applicable to the affected Service.

6.4 Right of Termination for Installation Delay. Unless otherwise set forth in a Service Attachment, in lieu of installation Service Level credits, if CenturyUnk's installation of Service is delayed by more than 30 business days beyond the Customer Commit Date, Customer may terminate the affected Service without liability upon written notice to CenturyLink, provided such written notice is delivered prior to CenturyLink delivering a Connection Notice for the affected Service. This Section will not apply where CenturyUnk is constructing facilities to a new location not previously served by CenturyUnk.

7. Customer Premises; Title to Equipment. If access to non-CenturyLink facilities is required for the installation, maintenance, grooming, movement, upgrade and/or removal of CenturyUnk network or equipment, Customer will, at its expense: (a) secure such right of access and (b) arrange for the provision and maintenance of power and HVAC as needed for the proper operation of such equipment © CenturyUnk. All Rights Reserved.

CGT v1.080117
Op 10 #: 55794353 Page 2 of 9

CENTURYLINK MASTER SERVICE AGREEMENT

STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION
LEVEL 3® DISTRIBUTED DENIAL OF SERVICE MITIGATION SERVICE

SERVICE SCHEDULE
and network. Title to CenturyLink-provided equipment (including software) remains with CenturyLink. Customer will not create or permit to be created any encumbrances on CenturyLink-provided equipment.

8. Scheduled Maintenance and Local Access. Scheduled maintenance will not normally result in Service interruption. Unless otherwise set forth in a Service Attachment, if scheduled maintenance requires Service interruption CenturyLink will: (1) provide Customer seven days' prior written notice, (2) work with Customer to minimize interruptions and (3) use commercially reasonable efforts to perform such maintenance between midnight and 6:00 a.m. local time. If third-party local access services are required for the Services, Customer will: (1) provide CenturyLink with circuit facility and firm order commitment information and design layout records to enable cross-connects to CenturyLink Service(s) (provided by CenturyLink subject to applicable charges), (2) cooperate with CenturyLink (including changing demarcation points and/or equipment and providing necessary LOAs) regarding circuit grooming or re-provisioning, and (3) where a related Service is disconnected, provide CenturyLink a written disconnection firm order commitment from the relevant third-party provider.

CenturyLink may re-provision any local access circuits from one off-net provider to another or to the CenturyLink owned and operated network (on-net), and such changes will be treated as scheduled maintenance.

9. General Tenns.

9.1 Force Majeure. Neither party will be liable, nor will any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party's reasonable control ("force majeure event").

9.2 Assignment and Resale. Neither party may assign its rights or obligations under this Agreement or any Service Attachment without the prior written consent of the other party, which will not be unreasonably withheld. However, either party may assign its rights and obligations under this Agreement or any Order without the consent of the other party: (1) to any subsidiary, parent. or affiliate that controls. is controlled by, or is under common control with that party; (2) pursuant to the sale or transfer of substantially all of the business or relevant assets of that party; or (3) pursuant to any financing. merger, or reorganization of that party. This Agreement and all Service Attachments will apply to any permitted transferees or assignees. Any assignee of Customer must have a financial standing and creditworthiness equal to or better than Customer's. Unless otherwise set forth in a Service Attachment, Customer may provide Service to third parties or use the Services in connection with goods or services provided by Customer to third parties ("Customer Provided Services"). To the extent permitted under law, Customer will be responsible for any ciaims arising from or related to any Customer Provided Services. If Customer sells telecommunications services, Customer certifies that it has filed all required documentation and will at all times have the requisite authority with appropriate regulatory agencies respecting the same. Nothing in this Agreement confers upon any third party any right. benefit or remedy hereunder.

9.3 Affiliates. CenturyLink may use a CenturyLink affiliate or a third party to provide Service to Customer, but CenturyLink will remain responsible to Customer for Service delivery and performance. Customer's affiliates may purchase Service under this Agreement, and Customer will be jointly and severally liable for all claims and liabilities related to Service ordered by any Customer affiliate.

9.4 Notices. Notices will be in writing and deemed received if delivered personally. sent via facsimile. pre-paid overnight courier, electronic mail (if an e-mail address is provided below) or sent by U.S. Postal Service or First Class International Post. Unless otherwise provided for in a Service Attachment, requests for disconnection of Service (other than for default) must be submitted to CenturyLink via Customer's portal at https:/Iwww.centurvllnk.com/buslness/login/ or via the following website / link:
http://www1.1eveI3.com/disco/disco.htmland will be effective 30 days after receipt (or such longer period set forth in a Service Attachment).

Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CenturyLink via Customer's portal at https:/Iwww.centurylink.comlbusinesslloqin/ or via Email at:[email protected]. Customer failure to follow this process and/or provide complete information may result in continued charges that will not be credited. All legal notices will be addressed to CenturyLink at: 931 14th Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Notice Coordinator; and to any electronic or physical address of Customer as provided in the Agreement or in its absence, to Customer's address identified on the Order or as reflected in CenturyUnk's records, Attn. General Counsel.

9.5 Acceptable Use Policy and Data Protection. Customer must conform to an applicable Acceptable Use Policy (UAUP") for Services purchased under this Agreement and to the CenturyLink Privacy Policy, which is available at http://www.centurylink.com/aboutusllegallprivacy-policy.html. Unless otherwise set forth in a Service Attachment, the applicable AUP is available at http://www.leveI3.com/en/security-law-enforcement-and-acceptable-use-policy/acceDtable-use-policy/.

9.6 Confidentiality. Except to the extent required by an open records act or similar law. neither party will: (a) disclose any ofthe terms of the Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the confidential information received from the other party. Confidential information will not include Customer Data except as may be described in a Service Attachment. A party may disclose confidential information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. Each party will limit disclosure and access to confidential information to those of its employees, contractors, attorneys or other representatives who reasonably require such access to accomplish the Agreement's purposes and who are subject to confidentiality obligations at least as restrictive as those contained herein.

9.7 Intellectual Property Ownership; Use of Name and Marks. Nothing in the Agreement or the performance thereof will convey, license, or otherwise transfer any right. title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. Neither party will use the name or marks of the other party or any of its affiliates for any purpose or issue any press release or public statement relating to this Agreement without the other party's prior written consent.

Op 10 #: 55794353 Page 3 of 9 © CenturyUnk. All Rights Reserved. /)-'/ CGT v1.080117

CENTURYLINK MASTER SERVICE AGREEMENT

STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION
LEVEL 3\\\ DISTRIBUTED DENIAL OF SERVICE MITIGATION SERVICE

SERVICE SCHEDULE

9.8 Governing Law; Amendment. This Agreement will be governed and construed in accordance with the laws of the State in which Customer's principal office is located, without regard to its choice of law rules. Each party will comply with all applicable laws, rules and regulations associated respectively with CenturyLink's delivery or Customer's use of the Service under the Agreement. This Agreement, including any Service Attachments, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements relating to the Service. CenturyLink is not subject to any obligations that are not explicitly identified in this Agreement. This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) hereunder will constitute a waiver of such right(s).

9.9 Critical 9-1·1 Circuits. The Federal Communications Commission's 9·1·1 reliability rules mandate the identification and tagging of certain circuits or equivalent data paths that transport 9·1-1 calls and infonnation ("9-1·1 Data") to publ1c safety answering points. These circuits or equivalent data paths are defined as Critical 911 Circuits in 47 C.F.R. Section 12.4(a)(5). CenturyLink poliCies require tagging of any circuits or equivalent data paths used to transport 9-1-1 Data. Customer will cooperate with CenturyLink regarding compliance with these rules and policies and will notify CenturyLink of all Services Customer purchases under this Agreement utilized as Critical 911 Circuits or for 9-1-1 Data.

9.10 International Services. 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 CenturyLink affiliate that provides the local Service(s). Such CenturyLink affiliate will invoice Customer or its local affiliate for the respective local Service(s}.

9.11 Relationship and Counterparts. The relationship between the parties is not that of partners, agents, or joint venturers. This Agreement may be exe in one or more counterparts, all of which taken together will constitute one instrument. Digital Signatures and electronicallyexchan d c pies of signed documents will be sufficient to bind the parties to this Agreement.

CITY OF RIVERSIDE
Authorized Signature
Name Typed or PrintedName Typed
5(", it. V
Title
Date
Customer's Address for Notices:

Customer's Facsimile Number (if applicable):

Person Designated for Notices:

CERTIFIED AS TO FUNDS AVAILABILITY:

BY.~~~~________ _
¥y"-1.A1""" erl City Treasurer
A~toFonn
jv; _____._~~~
Op 10 #: 55794353 Page 4 of 9 :';;;el1QI.8ePuty Citx:~ All Rights Reserved.

CGT v1.080117

CENTURYLINK MASTER SERVICE AGREEMENT

STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION
LEVEL 3;» INTERNET SERVICES

SERVICE SCHEDULE

1. Applicability. This Service Schedule is applicable where Customer orders Level3® Internet Services (which may also be called Dedicated Internet Access, Internet Services, High Speed IP, or IP Transit Services on ordering, invoicing or other documentation). The Service is also subject to the Master Service Agreement executed between Level 3 and Customer, and if none, Level 3's standard Master Service Agreement (the "Agreement"). Level 3 may subcontract the provision of the Service in whole or part, provided that Level 3 remains responsible for the Service to Customer as set forth herein. Capitalized terms used but not defined herein have the definitions given to them in the Agreement.

2. Service Description. Level 3® Internet Services are high speed symmetrical Internet services providing access to the Level 3 IP network and the global Internet ("Service"). The Service is generally available via Ethernet connections from 10/100 Mbps ports to 100Gbps ports, as well as T1/E1, DS3/E3, and SONET connections from OC3/STM1 to OC48/STM16. Additional features and functionality may include:
a. IP Addresses. IP Address space with proper justification. b. Primary DNS I Secondary DNS. Primary or Secondary DNS as requested. c. Static routing I BGP peering. Static routing or BGP peering options available. d. On-line bandwidth utilization reports. On-line bandwidth utilization reports available through the customer portal. e. Basic security service. Subject to Customer having Level 3-approved routers, included as part of the Services is a one-time per 12-month period ability to request Level 3 to temporarily (i.e. for up to 24 hours): (i) apply a temporary access control list (ACL) with up to 10 rules on such routers; (ii) set up firewall filters specifying IPs, subnets, ports and protocols, and (iii) configure null routes. Requests that exceed this duration or frequency will be charged at $1000 per hour with a minimum charge of $4000.

Customer is encouraged to order additional Services as outlined below.

The following services may be available at an additional charge to be set forth in an Order and pursuant to the separate Service Schedules for such services:
a. Level 3 MPLS (IPVPN and VPLS) VPN Service. As part of a Converged Service, Customer may order Level 3 MPLS VPN Service, which provides private site-to-site communications over Level 3's MPLS network. b. Level 3 Enterprise Voice SIP Based Services. As part of a Converged Service or a Converged Voice-Internet Service, Customer may order SIP based enterprise voice for Public Switched Telephone Network connectivity, outbound (1+) access to U.S. (interstate and intrastate) and internationallocatlons, inbound (8XX) service, and international toll free calling. c. Managed Router. Managed Router Service provides for Internet access Customer Premises Equipment ("CPE") management by Level 3.
d. Site Readiness. Level 3 will extend cabling from the minimum point of entry (MPOE) to CPE suite. e. MSS-Cloud & MSS-Premise. Managed Firewall, Intrusion Prevention, Managed Web Filtering, Antivirus, Antispam, and Log Management are available as a cloud-based service ("MSS·Cloud H
or as a managed device on premises service ("MSS· )
Premises").
f. Distributed Denial of Service (DDoS) Mitigation Service. Level 3's DDoS Mitigation Service provides layers of defense through network routing, rate limiting and filtering that can be paired wrth advanced network· based detection and mitigation scrubbing center solutions.
g. Network Protection Service. Network Protection Service (NPS) is additional Internet security which may be provided in conjunction with Internet Services and provides Customer the ability to request basic Distributed Denial of Service (DOoS) mitigation .
. h. Dynamic Capacity. Dynamic Capacity provides the ability to augment bandwidth on a near real-time basis via self-service tools.

3. Charges. Customer shall be billed non-recurring charges ("NRC") and monthly recurring charges ("MRC") for Service as set forth in Order(s}. NRC includes applicable installation charges for local-access circuit, port connection and bandwidth. MRC includes local­ access charges, port connection charges, and bandwidth charges. Other charges, including but not limited to usage-based charges, may apply as stated in Order(s). The Services are available with fixed·rate or burstable billing types.

Fixed-rate. Service with fixed-rate billing provide a set amount of bandwidth at a fixed-rate MRC. No usage element applies.

Customer will not be pennitted to exceed the contracted bandwidth level, provided that if Customer also orders Dynamic Capacity (where available) bandwidth and the associated charges may be adjusted as set forth in the separate terms for Dynamic Capacity.

Burstable. For Service provided with burstable bandwidth, the MRC is based on Committed Information Rate ("CIR") (which is also called a Committed Data Rate ("CDR"». The CIR/CDR is the minimum Internet bandwidth that will be billed to Customer each month regardless of lower actual usage. Usage charges for any usage in excess of the CIR/CDR (burstable usage) will apply on a per Mbps basis at the rate stated in the Order. Burstable usage is billed on a 95th percentile basis. Usage levels are sampled every five minutes, for the previous 5-minute period, on both inbound and outbound traffic. At the end of the bill cycle, the highest 5% of the traffic samples for each inbound and outbound, will be discarded, and the higher of the resulting inbound and outbound values will be used to calculate any applicable usage. If available and identified in the applicable Order, a Peak Information Rate (PIR) or Peak Data Rate (PDR) may apply, which is the maximum available bandwidth.

Burstable Services may also be provided on an aggregated basis. For aggregate burstable Service the bandwidth MRC is based on the aggregate Committed Information Rate ("ACIR") (which is also called an aggregate Committed Data Rate ("ACDR"». The ACIR/ACDR is the minimum bandwidth that will be charged to Customer each month, regardless of lower actual usage. Usage Op lD #: 55794353 Page 5 of 9 © CenturyUnk. All Rights Reserved.

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CENTURYLINK MASTER SERVICE AGREEMENT

STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION
LEVEL3"'INTERNET SERVICES

SERVICE SCHEDULE
charges for any usage in excess of the ACIR/ACDR (burstable usage) will apply on a per Mbps basis at the rate stated in the Order.

Burstable usage is calculated on a 95th percentile basis across all included ports. If available and identified in the applicable Order, an aggregated Peak Information Rate (APIR) or aggregated Peak Data Rate (APDR) may apply, which is the maximum available bandwidth across all included ports.

4. Customer Responsibilities. Customer is solely responsible for all equipment and other facilities used in connection with the Service which are not provided by Level 3. All IP addresses, if any, assigned to Customer by Level 3 shall revert to Level 3 upon termination of Service, and Customer shall cease using such addresses as of the effective date of termination.

5. On-Net and Off-net Access, Access services provided entirely on the Level 3 owned and operated network ("Network") are "On-Net Access Services'. Additionally, Level 3 may use third parties to reach Customer's site from the Level 3 Network ("Off-Net Access Services·).

6. Converged Voice-Internet Service. Where Customer orders Internet Services bundled with Level 3 Enterprise VOice SIP Based Services such charges will show on the invoice as Converged Voice-Internet Service. For clarification, the Converged Voice-Internet Service is treated as a single Service and if Customer wishes to unbundle or terminate a part of the Converged Voice-Internet Service, early termination liability may apply and Customer will be required to execute new orders for the desired stand-alone Service.

7. Service Levels and Service Credits. The following service level agreements (SLAs) apply as set forth below. When Converged Voice-Intemet Service is ordered the SLAs below apply in lieu of any SLAs identified in the applicable Level 3 Enterprise Voice SIP Based Service Schedule as referenced above in Section 2.
a. Availability Service Level. Level3's availability SLA in the United States and Canada is 99.99%. Outside the United States and Canada, the availability SLA is 99.98% for On-Net Access Services and 99.9% for Off-Net Access Service. b. Network Packet Delivery Service Level. The packet delivery SLA on the Level 3 Network is 99.95%. c. Network Latency Service Levels. The latency SLAs on the Level 3 Network are set forth below and are average round-trip.

Table A: Network Latency
Intra-North America
Intra-Europe
Intra-Asia
Intra-Latin America
North America to Europe
North America to Asia
North
Europe to Asia
Europe to Latin
Asia to Latin America
< 50 ms·
<35 ms
< 110 ms
< 120 ms
< 80 ms··
< 185 ms··
< 140ms"
< 345
< 210 ms**
< 315 ms**
* Additionally, add 90ms from/to the Mexico IP Hub and add 30ms from/to Hawaii to the west coast of the continental United States. ** Additionally, add the applicable "intra-region" latency parameter for the region in which the applicable Customer Site is located d. Credits for SUS above: All SLA credits will be calculated after deducting any discounts and other special pricing arrangements.

Credit percentages are applied to the MRC of the CIR/CDR rate, port charge, and local access circuits for applicable sites only.

In no event will SLA credits in any calendar month exceed 100% of the total MRCs for Services hereunder for the affected site(s). i. Availability Service Credit: Service is "Unavailable" (except in the case of an Excused Outage) if the Customer port at a Customer site is unable to pass traffic. Service Unavailability is calculated from the timestamp Level 3 opens a trouble ticket following the report of a problem by the Customer until the time the ticket is closed. If credits are due under this SLA, no other SLAs apply to the same event If Service is Unavailable for reasons other than an Excused Outage, Customer will be © CenturyLink. All Rights Reserved.

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CENTURYLINK MASTER SERVICE AGREEMENT

STA TE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION LEVEL 3® INTERNET SERVICES

SERVICE SCHEDULE
entitled to a service credit off of the MRC for the affected Service based on the cumulative Unavailability of the Service in a given calendar month as set forth in the tables below.

Table B: Availability Service Credit - United States and Canada ;:e..l:.trriulative'Ub1ifilIJijllitYl{bfi':mtni:s'~H':~ 1"<rJ' .)i J'~;' i;Si'JXi~LeV.eI~~reait:;:, .. 00:00:01 - 00:05:00 No Credit
00:05:01 - 00:43:00 5%
00:43:01 04:00:00 10%
04:00:01 - 8:00:00 20%
08:00:01 - 12:00:00 30%
12:00:01 -16:00:00 40%
16:00:01 - 24:00:00 50%
24:00:01 or greater 100%
Table C: Availability Service Credit - On-Net Access Services outside the U.S. and Canada 00:10:01 -00:43:00 5%
00:43:01 - 04:00:00 10%
04:00:01 - 8:00:00 20%
08:00:01 -12:00:00 30%
12:00:01 - 16:00:00 40%
16:00:01 - 24:00:00 50%
24:00:01 or greater 100%
Table D: Availability Service Credit- Off·Net Access Services outside the U.S. and Canada Op ID #: 55794353 Page 7of9 © CenturyLink. All Rights Reserved. IJ-;:S CGT v1.071816

CENTURYLINK MASTER SERVICE AGREEMENT
STATE. LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION
LEVEL 31\\ INTERNET SERVICES

SERVICE SCHEDULE
ii. Network Packet Delivery Service Credits. Packet Delivery SLAs are based on monthly average performance between Level 3 designated points of presence ("POPs"). Customer will be entitled to a service credit off of the MRC for the affected Service as set forth below for the Service parameter(s) not met for reasons other than an Excused Outage. Customer will not be entitled to credits under the packet delivery SLA for the affected Service where such failure is related to Unavailability under the Availability SLA.

Table E: Packet Delivery Service Credit
No Credit
10%

98.99% - 96.0% 30%

95.99% or less 50% ,L-____________________ ~____________ ~ iii. Network Latency Service Credits. Network latency SLAs are based on monthly average performance between Level 3 designated paints of presence ("POPs"). Customer will be entitled to a service credit off of the MRC for the affected Service as set forth below for the Service parameter(s) not met for reasons other than an Excused Outage. Customer will not be entitled to credits under the network latency SLA for the affected Service where such failure is related to Unavailability under the Availability SLA.

Table F; Network Latency Service Credit
1-10 ms 10%
11- 25 ms 30%
26 ms or greater 50%
e. Chronic Outage. As its sole remedy, Customer may elect to terminate an affected Service, or if applicable an affected Converged Voice-Internet Service, hereunder prior to the end of the Service Term without termination liability if, for reasons other than an Excused Outage, such Service becomes Unavailable (as defined in Section 7{d){i) above) twice during a 30-day period, and becomes Unavailable a third time within 30 days following the second event. Customer may only terminate such Service that is Unavailable as described above, and must exercise its right to terminate the affected Service under this Section, in writing, within 30 days after the event giving rise to the termination right. For clarification, termination of a Converged Voice-Internet Service will result in termination of all applicable Services bundled together as the Converged Voice-Internet Service under the Order.
f. Installation Service Level. Level 3 will exercise commercially reasonable efforts to install any Service on or before the Customer Commit Date for the particular Service. This installation SLA shall not apply to Orders that contain incorrect information supplied by Customer or Orders that are altered at Customer's request after submission and acceptance by Level 3. In the event level 3 does not meet this installation SLA for reasons other than an Excused Outage, Customer will be entitled to a service credit for each day of delay equal to the charges for 1 day of the pro rata share of the MRC associated with the affected Service up to a monthly maximum credit of 10 days. For Services billed on an Aggregate CIR/CDR basis, the charges for 1 day of the pro rata share of the MRC will be calculated based on the average MRC per port for the aggregate.

8. Resale Restriction. Notwithstanding anything to the contrary in the Agreement, Customer is prohibited from reselling any Internet Service or any ports provided hereunder as a stand-alone service to a third party without the express written consent of Level 3, provided, however that Customer may bundle any Internet Service or any ports provided pursuant to this Service Schedule with any other Level 3 services (to the extent resale of those service is allowed) or the services of Customer and resell such bundled service to Customer's subscribers and its customers. The Parties agree that the preceding is not applicable to Converged Voice-Internet Service, Op 10 #: 55794353 Page 8 of9 ~ Q CenturyUnk. All Rights Reserved. -/6 CGT v1.071816

CENTURYLINK MASTER SERVICE AGREEMENT

STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION
LEVEL 3® INTERNET SERVICES

SERVICE SCHEDULE
and Customer is prohibited from reselling any Converged Voice-Internet Service unless the 'parties enter into an amendment signed by authorized representatives of both parties.

9. Latin American Services~ With respect to Services provided in Latin America, Customer agrees that it (or its local Affiliate) will enter into a separate local country addendum/agreement (as approved by local authorities) ("LCA") with the respective Level 3 Affiliate which provides the local Service(s), containing terms necessary to comply with local laws/regulations, and such Level 3 Affiliate will invoice the Customer (or its local Affiliate) party to the LCA for the respective local Service(s).

10. Level 3 Arranged Third Party Procured Internet Services. For certain Service locations (including but not limited to where Level 3 may lack relevant licenses to provide such service), Level 3 may agree to arrange Internet services using third party providers ("Third Party Internet Service"). Service options vary on a country by country basis and may include access to the Intemet via overbooked and/or non-overbooked connections, OSL technology, private leased circuits (fixed or wireless) and/or Satellite. Specific service details (access type, e.g. downstream/upstream speed, customer premises equipment requirements and number of IP addresses) also differ on a country by country basis. Customer understands and acknowledges that Third Party Internet Service will, if requested by Customer, be provided by third party subcontractor(s) to Level 3 and accordingly, is provided on a best effort and as-is basis. Notwithstanding the foregoing, Customer may report faults and/or outages in Third Party Internet Access to Level 3 on a 24x7 basis and in such circumstances Level 3 will contact the applicable third party service provider with a view to restoring service as quickly as possible. Customer will reasonably cooperate with the requests of such providers of Third Party Internet Service to enable installation, maintenance, repair and disconnection of Services.

Op 10 #: 55794353 Page 9 of9 © CenturyLink. All Rights Reserved.

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CenturyLink"
Stronpr Cannocted ..

CERTmCATE OF THE ASSISTANT SECRETARY
OF
LEVEL 3 COMMUNICATIONS, LLC
The undersigned, Joan E. Randazzo, Assistant Secretary, hereby certifies as of the date hereof that:

1. That I am Assistant Secretary of Level 3 Communications, LLC, a Delaware Limited Liability Company (the "CompanytJ).

2. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware.

3. That as ofthe date of this certificate, Susan K. Baker is employed by the Company or one of the affiliates as Manager Offer Management and, has the authority to execute on behalf of the Company any and all documents, as long as such action are consistent with the Corporation's policies. This authority shall terminate on February 1, 2020.

IN WITNESS WHEREOF, I have hereunto set my hand of the Corporation this I'-)~ay of February 2019.

POM MANAGER COUNTERSIGNATURE APPROVAL DESIGNATION
Approval Date and Time: February 28, 2019
Approval by: Susan Baker
OM Request ID: NSP- 962166/City of Riverside
This document is approval to sign on my behalf, subject to the terms of the standard delegation language below.

I designate Kevin Sangiovanni to sign this Agreement. My approval and designation is evidence that I have reviewed an electronic image of the Agreement submitted by Kevin Sangiovanni and is valid for this Agreement, signed on 2/28/2019, only. I understand that it is the responsibility of the designate Kevin Sangiovanni to verify that the electronic image and original are the same representation of the document as submitted by the customer and CenturyLink Sales for signature. Given this understanding I find no material differences in the two documents.

Please use the following format when executing this Agreement. • For the "By:" line of the signature block, you Kevin Sangiovanni must sign your signature.
• Do not use the Susan Baker signature stamp.
• For the "Name:" line, write Kevin Sangiovanni on behalf of Susan Baker.