MASTER SERVICE AGREEMENT City of
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Mister Servie Agreement
(SFM SA Version 1�June 20,2017)
This Master Service Agreement ("Agreement") �i made as ofNhdasi date of full execution by the parties as indicated below (the
"Effective Dahe"). between LEVEL 3COK8KNUWAT|<3NS^ LLC l!avo|3") and CITY OFCLEARWATER. FL ("Customer"). This
Agreement provides the general Venna and condono mp[dkmblo tf3uatoma/m purchase of communications aenhoem ("Service") from
Leve13,
ARTICLE,IORDERS FOR AD DELIVERY OF SERVICE
1A Submission and Acceptance of Cusimer Order(sl. astomer may submit t for Service in a form designated b
Level 3 (Order"). Orders shall contain the duratio for which Servi( is ordered ("Service Term"). Service will continue on a month to
month basis at the expiration of the Service Ten at Level 3's tho�current rates. Level 3 will notify Customer of acceptance of the
Services in the Order by delivering (in writing o electronically) th,date by which Level 3 will install Service (the "Customer Commit
Date") or by delivering the Service. Renewal Orers will be accept-I by Level 3's continuation of Service. If Customer submits Orders
electronically, Customer shall assure that any psswords or accc.s devices are available only to those having authority to submit
Orders. Customer will pay Level 3's then curret charges for mms, adds or changes agreed to by Level 3 respecting any Order or
S*n/ioa.
1.2 Credit Approval and Deposi . Cusimer will provide |3 with credit information as requested. Level 3 may require
Customer to make a deposit as a condition of Led 3's acceptancef any Customer Order or continuation of:a)usage-based Services;
or b) non-usage based Service where Customerails to timely payevel 3 hereunder or Level 3 reasonably determines that Customer
has had an adverse change in financial condition Deposits will noaxceed 2 months' estimated charges for Service and are due upon
Level 3's written request, When Service is disco[inued, the deposWill be credited to Customer's account and the balance refunded.
1.3 Customer Promises, Title to Equipmnit. If access toion-Level Jfacilities is required for the installation, maintenance,
Qnooming, muvemnnt, upgrade and/or removal cLeva| 3 neNvodmrequ|pmen|' Customer mhaU, at its mxpenee, secure such right of
access and aheH arrange for the provision and mintonanom of pow and HVAC as needed for the proper operation of such equipment
and network. Title to equipment (including no0wzo) provided by L/e| 8 remains with Level 3. Customer will not create or permit to be
created any encumbrances un Level 3'saquipmoN.
1.4 Scheduled Maintenance and Local ,c,cess, Schedud maintenance will not normally resulti Service interruption, If
scheduled maintenance requires Service interruptin, Level 3 will:(i)pvide Customer 7 days'prior written notice,(ii)work with Customer to
minimize such interruptions and (iii) use commeiially reasonable torts to perform such maintenance between midnight and 6:00 a.m.
local time. If third party local access services ar(;nvolved in or corected to the Services,Customer will: (i) provide Level 3 with circuit
facility and firm order commitment information ad design layout r.mrds to enable cross-connects to Level 3 Service(s) (provided by
Level 3 subject to applicable charges), (ii) cooprate with Level (including but not limited to changing demarcation points and/or
equipment and providing necessary LONs) repecting circuit porning or re-provisioning, and (iii) where a related Service is
disconnected, provide Level 3 a written disconnction firm order mmitment from the relevant third party provider, Level 3 may re-
provision any local access circuits from one offiet provider to arther or to the Level 3 owned and operated network (on-net), and
such changes shall be treated as scheduled maiianance, providechat Level 3 shall provide Customer 30 days' notice of such activity.
,RTICLE 2. BILLIG AND PAYMENT
2.1 . Level 3*ida|ixar*dMoo on|ectmniunohoe h*"Connection Notice") to Customer when Service
is installed, at which time billing will oommnnof(^'8emice Commimemeni Oo1e'^). If Customer notifies Level 3 within 3 days after
delivery ofthe Connection Notice that Service i'nnifunctioning pperly. Level 3will correct any defioianoiamand, upon Customer's
r*quon1. credit Customer's account in the amou/of 1/30 of the eHioab|a MRC for each day the 8em1oe did not function properly. If
Leve[ 3 cannot complete installation due to Cuzzmerde|ay or ircUon' Level 3 may begin changing Customer for the Service and
Customer shall pay such charges.
2.2 Payment.of Invoices and Disputes. ivoioem erede|iued monthly and doe 80 days after the invoice date. Fixed charges
are billed in advance and usage-basedohargeoara billed in arnes. Billing for partial months is prorated. Past due amounts bear
interest at 1.5% per month or the highest rate allcied by law(which/er is less). Customer is responsible for all charges respecting the
8emion, even if incurred as the result ofunaumrized use, |f0atomer reasonably disputes an iovnioe. Customer must pay the
undisputed amount and submit written notice othe disputed ommt (with details of the nature of the dispute and the Services and
invoice(s) disputed). Disputes must be aubmitid in writing w/|thi0O days from the deda of the invoice. If the dispute is resolved
against Customer, Customer shall pay such amonts plus interest tm the date originally due.
2.3 Taxes and Fees. Excluding taxes bmwd on Level 3'm nefimome. Customer is responsible for all taxes and fees arising in any
jurisdiction imposed on or incident to the pnminiu, sale or use of'&vioe. including but not limited to value added,consumption, sales,
use, gross reoeipto, vvitbholdimg, mxo1ae, aooeee'bypamm, ad va|omn' franchise or other taxes, fees, duties or surcharges (including
regulatory and 911 surcharges), mhether |mpoad on Level 3 or ;Level 3 aKi|iate, along with similar charges stated in a Customer
Page 1v,u—o|TYoroLexpnno\TER.FL-2-P9XJg6
*uO17Level aCommunications,LLC, 1V25Eldorado/°u..Broomfield,C(3QQo1 Proprietary and Confidential
City v/Clearwater(mwu)
*ugom28.2017
Order (collectively"Taxes and Fees"), 8nmeTsem and Fees, ammmsteofadministering the mame, are recovered through imposition
of e percentage surcharge(s) on the charges fr. Service, If Cummer is required by law to make any deduction or withholding of
withholding Taxes from any payment due hemndar to Level 3then^ notwithstanding anything to the contrary contained in this
Agreemen1. the gross amount payable by Cum`mer ehu|i be ineaaed so that, after any such deduction or withholding for such
withholding Taxes, the net amount received bynve| 2wiN not bless than Level 3 *oo|d have received had no such deduction or
withholding been required. Charges for Service/re exclusive oflmae and Fees. Customer may present Level 3 with an exemption
certificate eliminating Level 3's liability to pay cenin Taxes and Fem; Level 3 will give effect thereto prospectively.
2.4 Regulatory and Legal Changges, If chnges in U b law, regulation, | nder materially affecL delivery of Service,
the parties will negotiate appropriate changestdhisAgreemani. the parties cannot neuoh agreementwithin 30days after Level 3'a
notice requesting renegotiation: (o) Level 3 nnmy.`n o proapoohvaiais after such 30 day period, pass any increased delivery costs on
to Customer and (b)if Level 3 does so, Customemay terminate thaffected Service on notice to Level 3 delivered within 30 days.
2.5 Cancellation and Termination ChaLge.
(A) Customer may oenoe| a Customer O i the delivery of Connection Notice upon written notice to
Level 5 identifying the affected CumtomerOrdamnd Service. K0otomerdoes mu. Customer shall pay Level 3acancellation charge
equal tothe sum ofi (i) for"off-meY'Service, \hird,ortytermination iergeafor the cancelled Service; (ii)for''on-net" Service, 1month's
monthly naoun1ng charges for the ooncoHmd 8e0ce; (iii) the nonr-,uning charges for the oonoe||md 3en/oe| and (iv) Level 3'a out of
pocket costs(if any)incurred in constructing fackes necessary fo&ervice delivery.
<8> Customer may terminate specified 8emioeA after the de|ive/nf a Connection Notice upon 30 days' written notice to Level 3. If
Customer does so, or if Service is terminated b8-evel 3 hereuod%au the vomuK of Customer's defuu|\. Customer mhuN pay Level 3 a
termination charge equal Lothe sum of: (0 all onpid amounts for 8n|oe actually provided;(ii) 100%of the remaining monthly recurring
charges for months 1-12 of the Service Term� (iii50% of the remaing monthly recurring charges for month 13 through the end of the
Service Term; and (<v) if not recovered by the kegoinQ^ anytermadon ||nb||iYy payable to third parties resulting from the termination
and any out of pocket costs of construction to th extant such oodruobon was undertaken to provide Services hereunder. Customer
acknowledges that the charges in this Section ar a genuine estime of Level 3's actual damages and are not apeno|ty.
If(A) Customer fails to make any payment whenlUe and such failo continues for 5 business days after written notice from Level 3, or
(B) either party fails to observe or perform any oter material term',-this Agreement and such failure continues for 3Udays after written
notice from the other party, then the non-defaultig party may: (i)tcninate this Agreement and/or any Order, in whole or in part, and/or
(|i)subject huSections 4.1 (Damages Limitations�md 4.3 (Service,wels), pursue any remedies it may have at law or in equity.
ARTICE 4. LIABILITIEAND SERVICE LEVELS
4.1 Damages Limitations. Neither party naH be Uob|a hurxy damages for lost 4mRtu^ lost rovemoeo, loss of goodwill, |ooa of
eoUc1potmd aauinQe. |oum of data or onot of prnhaamg oep|amaent services, or any indirect, \no|dnnte|, opeoia|, consequential,
exemplary orpunitive damages arising out of the)erforrnance or faire to perform under this Agreement or any Customer Order.
4.2 Disclaimer of Warranties. LEVEL2WiAKES NO VVRRANT|ES OR REPRE8ENTAT|DN8, EXPRESS OR IMPLIED,
EITHER IN FACT OR BY OPERATION OF LAVV, QTAJTORY OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FORA PAFF|CULAR USE, ECEPTTHO8E EXPRESSLY SET FORTH IN THIS AGREEMENT
ORANY APPLICABLE SERVICE SCHEDULE
4.3 Service Levels, The "Service Lave['mmmitmenta oppiobie to Services are contained in the Service Schedules for each
Service. If Level 3 does not meet a Service Levi, a credit will bersued to Customer as stated in the applicable Service Schedule on
Customer's request. Level 3's maintenance log nd trouble ticketir systems are used to calculate Service Level events. Tnrequest a
credit, Customer must contact Level 3 CustomeBervice(contact formation is located at www.level3.com nrdeliver awritten request
(with sufficient detail to identify the affected Se/ice} within OO d/a ohar the end of the month in which the event occurred. Total
monthly credits will never exceed the nhmrge!for the aMeuted�/emicm for that month. Customer's sole remedies for any non-
performance,outages, failures to deliver or defeG in Service are(ntained in the Service Levels applicable to the affected Service.
on'perfhnnance.outo0em. hal|urouiodni1verordehy.ain8emioeam(nteinedintheGem|ueLeve)omppNcmb|eiotheaffeo0ed8omium.
4.4 Right of Termination for Installartion.)elay. In lieu ufota8aiion 8em/iuo Level cnadi(m. if Level 3'o installation of Service is
delayed by more than 30 business days beyodrbe CugomarQnmh Date, Customer may terminate the affected Samkm without
liability upon written notice to Level 3, pmvidoduoh written nohcim delivered prior to Level 3 delivering a Connection Notice for the
affected Service. This Section shall not apply wbreLevel 3 inooMruc\inQfacilities haanew location not previously served byLevel 8.
ARTICLE 5. GNERAL TERMS
5.1 Force Maieure. Neither party mho0 bm|ab|e, nor shall my credit allowance or other remedy be extendod, for any failure of
performance or equipment due to causes b*ynd such party's maonmb|e control (''hzme majmuro event"). In the event Level is
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0uu17Level 3Communications,LLC, 1oznE|doradoAvd..Broomfield, C 80021 Proprietary and CnuD4enUo|
City of Clearwater(ansa)
August 28,2017
unable to deliver Service as a result of a force rnjeure event, Cusmer shall not be obligated to pay Level 3 for the affected Service
for the duration of the event. Force majeure ewers and scheduled ainteriance under Section 1.4 are considered"Excused Outages."
5,2 Assignment and Resale. Customer my not assign its �hts or obligations under this Agreement or any Order without the
prior written consent of Level 3, which will not btunreasonably iheld. This Agreement shall apply to any permitted transferees or
assignees. Unless otherwise provided in a Serce Schedule, Cdomer may provide Service to third parties or use the Services in
connection with goods or services provided by Customer to third plies ("Customer Provided Services") provided that Customer shall
indemnify, defend and hold Level 3 and its affiates harmless farm any claims arising from or related to any Customer Provided
Services. If Customer sells telecommunicationsjervices, Custorm certifies that it has filed all required documentation and will at all
times have the requisite authority with approprim regulatory ager:es respecting the same. Nothing in this Agreement, express or
implied,confers upon any third party any right, beefit or remedy urer or by reason of this Agreement.
5.3 Affiliates. Service may be provided to Ustomer by an aliate of Level 3 and Level 3 may use third parties to provide certain
aspects of the Service, but Level 3 shall remain isponsible to Cusmer for the delivery and performance of the Service. Customer's
affiliates may purchase Service pursuant to thi:Agreement, an(Customer shall be jointly and severally liable for all claims and
liabilities related to Service ordered by any Customer affiliate.
5.4 Notices. Notices shall be in writing an6eemed received delivered personally,sent via facsimile, pre-paid overnight courier,
electronic mail(if an e-mail address is provided)r.sent by U.S. Boal Service or First Class International Post,addressed as follows:
IF TO LEVEL 3: IF TO CUSTOMER:
Level 3 Communications, LLC CITY OF CLEARWATER,FL
1025 Eldorado Blvd. 100 S Myrtle Ave
Broomfield, Colorado 80021 Clearwater, FL 33756 USA
Attn: General Counsel Attn:Alyce Benge
Facsimile: (720)888-5128 Facsimile: 7275665433
Email: alyce.benge@MyC[earwater.com
For billing inquiries/disputes or requests)r Service
Level credits:
Level 3 Communications, LLC
1025 Eldorado Blvd.
Broomfield,Colorado 80021
Attn: Director, Billing
Facsimile: (877)460-9867
E-mail: billinq(&Ievel1com
Requests for disconnection of Service ((her than for lefault) must be submitted via the customer portal at
http://customerportal.leve13.com or via the foll6ng link: http:/Avwi.level3.com/disco/disco.htmi and will be effective 30 days after
receipt(or such longer period set forth in a Servie Schedule), Comued charges due to Customer failure to follow this process and/or
provide complete information may result in contined charges whickvill not be credited.
If no Customer address is provided above, notice may be provide(b any electronic or physical address identified on the Order. Either
party may change its notice address upon notio to the other pal. All notices shall be deemed given on (i) the date delivered if
delivered personally, by facsimile or e-mail (or th next business d/ if delivered on a weekend or legal holiday), (H)the business day
after dispatch if sent by overnight courier,or(N)Ile third business ay after dispatch if otherwise sent.
5.5 Acceptable Use Policy and Data Prcection. Custom"s use of Service shall comply with and Customer acknowledges
Level 3's Acceptable Use Policy and Privacy fJlicy which is a%ilable through Level Ss web site (!Anvw.IeveI3.com) and may be
updated by Level 3.
5.6 Intellectual Property and Publicity. b-ither party is gated a license or other right (express, implied or otherwise) to use
any trademarks, copyrights, service marks, tradmarnes, patents,lade secrets or other form of intellectual property of the other party
or its affiliates without the express prior written uthorization of th other party. Neither party shall issue any press release or other
public statement relating to this Agreement, excpt as may be retired by law or agreed between the parties in writing. The parties
agree to keep the terms of this Agreement and 4 information of confidential nature obtained in the performance of this Agreement
confidential and not disclose such'Information t0ird parties, othe,,han to its vendors and affiliates, as well as to treat any information
or documentation disclosed between the partiesJuring the performance of this Agreement (including this Agreement) in accordance
with the terms and conditions of a non-disclosurc-igreement to thextent applicable then in effect between the parties.
5.7 Governing Law-, Amendment. This Neement shall beoverned and construed in accordance with the laws of the State of
New York, without regard to its choice of law ruls. Each party shl comply with all applicable laws, rules and regulations associated
respectively with Level 3's delivery or Customes use of the Serce under the Agreement. This Agreement, including any Service
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C 2017 Level 3 Communications,LLC, 1025 Eldorado lvd.,Broomfield,000021 Proprietary and Confidential
City of Clearwater(msa)
August 28,2017
Schedule(s) and Order(s)executed hereunder, anstitutes the entiand final agreement and understanding between the parties with
respect to the Service and supersedes all pric agreements reling to the Service. This Agreement may only be modified or
supplemented by an instrument executed by arauthorized repremitative of each party. No failure by either party to enforce any
right(s)hereunder shall constitute a waiver of sue right(s).
5.8 Latin American Services.With respecto Services provi(d in Latin America,Customer agrees that it(or its local Affiliate)
will enter into a separate local country addendurr-ttgreement(as aroved by local authorities)('LCA")with the respective Level 3
Affiliate which provides the local Service(s),and 9ch Level 3 Affilia will invoice the Customer(or its local Affiliate) party to the LCA for
the respective local Service(s).
5.9 Relationshig and Counterparts. The-!Iationship betwei the parties is not that of partners, agents, or joint ventures. This
Agreement may be executed in one or more courerparts, all of whh taken together shall constitute one instrument. Digital signatures
and electronically exchanged copies of signed douments shall be Efficient to bind the parties to this Agreement.
LEVEL 3 COMMUNICATIONS, LLC("Level 3") CITY OF CLEARWATER, FL. ("Customer')
By By
Samantha Leap
ley zy otvcc 4&4"r
Name
Vice President, Legal William B. Horne 11
Title City Manager
Effective Date: Sep 19,2017
wage,,
Attest:
Rosemarie Call
City Clerk
A
Appr ed a
t'fo'm:
Ma�he Smith
Assist t City
Attorney
Page 4 of 8--CITY OF CLEARWATER,FL-2-P9XJ96
02917 Level 3 Communications,LLC, 1025 Eldorado lvd.,Broomfield,030021 Proprietary and Confidential
City of Clearwater(msa)
August 28,2017
SERVICE-HEDULE
LEVEL 30 INTENET SERVICES
(Version issue Da, July 18,2016)
1 Applicability. This Service Schedule is apiicable where Cuomer orders Level V Internet Services (which may also be called
Dedicated Internet Access, Internet Service:High Speed IP, cIP Transit Services on ordering, invoicing or other documentation).
The Service is also subject to the Master brvice Agreemer executed between Level 3 and Customer, and if none, Level 3's
standard Master Service Agreement (the "t)reement"). Levr3 may subcontract the provision of the Service in whole or part,
provided that Level 3 remains responsible f(the Service to Cstomer as set forth herein. Capitalized terms used but not defined
herein have the definitions given to them in to Agreement
2. Service Description. Level 30 Internet Swices are high spd symmetrical Internet services providing access to the Level 3 IP
network and the global Internet ("Service"). lie Service is gerrally available via Ethernet connections from 10/100 Mbps ports to
100Gbps ports, as well as T1/E1, DS3/E3, nd SONET connItions from OC3/STM1 to OC48/STM16. Additional features and
functionality may include:
a. IP Addresses. IP Address space with pfoer justification.
b. Primary t]NS/_S_eganclary DNS. Primal or Secondary DN as requested.
c. Static routine/BGP peering. Static routig or BGP peerinpptions available.
cl. On-line bandwidth utilizatigareports. Onine bandwidth utwilion reports available through the customer portal.
e. Basic security service. Subject to Cuwmer having Leve3-approved routers, included as part of the Services is a one-time
per 12 month period ability to request Lvel 3 to temporay (Le. for up to 24 hours): (i) apply a temporary access control list
(ACL) with up to 10 rules on such raters; (H) set up (:!wall filters specifying IPs, subnets, ports and protocols, and (iii)
configure null routes. Requests that e7eed this duratic or frequency will be charged at $1000 per hour with a minimum
charge of$4000. Customer is encourapd to order addifical Services as outlined below.
The following services may be availabi at an additiona--harge to be set forth in an Order and pursuant to the separate
Service Schedules for such services:
a. Level 3 MPLS (IPVPN and VPLS) VP1,Service, As partf a Converged Service, Customer may order Level 3 MPLS VPN
Service,which provides private site-to-se communication over Level 3's MPLS network.
b. Level 3 Enterprise Yojge_SIP Based services. As partif a Converged Service or a Converged Voice-Internet Service,
Customer may order SIP based enterpbe voice for Publidwitched Telephone Network connectivity,outbound (1+)access to
U.S. (interstate and intrastate)and interational locations,,bound (8XX) service,and international toll free calling,
c, Managed Router. Managed Router Serce provides for Inmet access Customer Premises Equipment ("CPE") management
by Level 3.
d. Site Readiness. Level 3 will extend cablig from the minirrm point of entry(MPOE) to CPE suite.
e. MSS-Cloud & MSS-Premise. Managed--i rewal 1, Intrusior:11revention, Managed Web Filtering, AntivirLls, Antispam, and Log
Management are available as a clou&ased service ("NS-Cloud") or as a managed device on premises service ("MSS-
Premises").
f. Distributed Denial of Service (DDoS) Mgation Service. Liel 3's DDoS Mitigation Service provides layers of defense through
network routing, rate limiting and filterip that can be paird with advanced network-based detection and mitigation scrubbing
center Solutions.
g. Network Protection Service. Network Irotection Servici:(NPS) is additional Internet security which may be provided in
conjunction with Internet Services an6rovides Custom4the ability to request basic Distributed Denial of Service (DDoS)
mitigation.
h. Dynamic Capacity. Dynamic Capacity-wovides the abili to augment bandwidth on a near real-time basis via self-service
tools,
3. Charges. Customer shall be billed non-rearing charges ("NC") and monthly recurring charges ("MRC") for Service as set forth
in Order(s). NRC includes applicable instaittion charges forl,cal-access circuit, port connection and bandwidth. MRC includes
local-access charges, port connection charps, and bandwidi charges. Other charges, including but not limited to usage-based
charges, may apply as stated in Order(s). Tb Services are avlable with fixed-rate or burstable billing types.
Fixed-rate. Service with fixed-rate billing r.ovide a set amort of bandwidth at a fixed-rate MRC. No usage element applies.
Customer will not be permitted to exceed th contracted bandidth level, provided that if Customer also orders Dynamic Capacity
(where available) bandwidth and the associmcl charges may i adjusted as set forth in the separate terms for Dynamic Capacity.
Burstable. For Service provided with burstaile bandwidth, theIRC is based on Committed Information Rate("CIR") (which is also
called a Committed Data Rate ("CDR")). 'Ile CIR/CDR is th minimum Internet bandwidth that will be billed to Customer each
month regardless of lower actual usage. Usge charges for a( usage in excess of the CIR/CDR (burstable usage)will apply on a
per Mbps basis at the rate stated in the Orer. Burstable urge is billed on a 95111 percentile basis. Usage levels are sampled
every five minutes, for the previous 5 minubperiod, on both iround and outbound traffic. At the end of the bill cycle, the highest
5% of the traffic samples for each inbound rid outbound, will e discarded, and the higher of the resulting inbound and outbound
values will be used to calculate any applicale usage. If avaible and identified in the applicable Order, a Peak Information Rate
(PIR)or Peak Data Rate(PDR) may apply,Oich is the maxirrm available bandwidth.
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City of Clearwater(msa)
August 28,2017
Burstable Services may also be provided oran aggregated bis. For aggregate burstable Service the bandwidth MRC is based
on the aggregate Committed Information R� ("ACIR") (whicls also called an aggregate Committed Data Rate ("ACDR")). The
ACIRIACDR is the minimum bandwidth thaWill be charged bCustomer each month, regardless of lower actual usage. Usage
charges for any usage in excess of the A(RJACDR (burstab usage) will apply on a per Mbps basis at the rate stated in the
Order. Burstable usage is calculated on a 9P percentile basiscross all included ports. If available and identified in the applicable
Order, an aggregated Peak Information Rai (APIR) or aggrfated Peak Data Rate (APDR) may apply, which is the maximum
available bandwidth across all included port,;
4. Customer Responsibilities. Customer is :)Iely responsibi6or all equipment and other facilities used in connection with the
Service which are not provided by Level 3. ,Il IP addresses, any, assigned to Customer by Level 3 shall revert to Level 3 upon
termination of Service, and Customer shall case using such airesses as of the effective date of termination.
5. On-Net and Off-net Access. Access servies provided entire-,on the Level 3 owned and operated network ("Network") are"On-
Net Access Services". Additionally, Level may use third pties to reach Customer's site from the Level 3 Network ("Off-Net
Access Services").
6, Converged Voice-Internet Service. Where-ustomer orders,iternet Services bundled with Level 3 Enterprise Voice SIP Based
Services such charges will show on the imice as Convergi Voice-Internet Service. For clarification, the Converged Voice-
Internet Service is treated as a single Serve and if Custom,wishes to unbundle or terminate a part of the Converged Voice-
Internet Service, early termination liability my apply and Cusmer will be required to execute new orders for the desired stand-
alone Service.
7. Service Levels and Service Credits. The)flowing service liel agreements (SLAB) apply as set forth below. When Converged
;Voice-lnternet Service is ordered the SLAB blow apply in lieu i:any SLAB identified in the applicable Level 3 Enterprise Voice SIP
Based Service Schedule as referenced abov in Section 2.
a. Availability Service Level. Level 3's avilability SLA in t1i United States and Canada is 99.99%. Outside the United States
and Canada,the availability SLA is 99.3°x"®for On-Net A(ass Services and 99.9%for Off-Net Access Service.
b, Network Packet Delivery Service Level.The packet delivy SLA on the Level 3 Network is 99.95%.
c. Network Latency Service Levels. The hency SLAB on tht-evel 3 Network are set forth below and are average round-trip,
Table A: Nevork Latency
Routs Network Latency Metrics Round-Trip
Intra-North America <50 ms,
—------------------- -—-_-- ..........
Intra-Europe <35 ms
...................... ... .............................
Intra-Asia < 110 MS
...........
Intra-Latin America < 120 ms
North America to Europe <80 ms"
................ ....... ..........
North America to Asia < 185 ms*'
--
North America to Latin America <140ms*'
................__11
Europe to Asia <345 ms*'
Europe to Latin America <210 ms*'
Asia to Latin America <316 ms**
Additionally,add 90ms from/to the Mexico IP lib and add 30msom/to Hawaii to the west coast of the continental United States.
Additionally, add the applicable"intra-region"ttency parameters the region in which the applicable Customer Site is located
d. Credits for SLAs above: All SLA cidits will be caldated after deducting any discounts and other special pricing
arrangements. Credit percentages are 3plied to the MR of the CIR/CDR rate, port charge, and local access circuits for
applicable sites only. In no event wilISLA credits in pi calendar month exceed 100% of the total MRCs for Services
hereunder for the affected site(s).
i. Availability Service Credit: Service "Unavailable" (e,.ept in the case of an Excused Outage) if the Customer part at a
Customer site is unable to pass trdic. Service Unwflability is calculated from the timestamp Level 3 opens a trouble
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0 2017 Level 3 Communications,LLC, 9025 Eldorado lvd.,Broomfield,C130021 Proprietary and Confidential
City of Clearwater(msa)
August 28,2017
ticket following the report of a problei by the CustomEuntil the time the ticket is closed. If credits are due under this SLA,
no other SLAs apply to the same evnt. If Service is Uivailable for reasons other than an Excused Outage, Customer will
be entitled to a service credit off of to MRC for the afbted Service based on the cumulative Unavailability of the Service
in a given calendar month as set forilin the tables belo.
Table B:AvEability Service Cr1it- United States and Canada
Cumulative Uavailabillity(hrs:mjLsecs Service Level Credit
000-101 -00_05M No Credit
-------......
005-.01 -00-4100 5%
............................
0( 3:01 -04:00:00 10%
000:01 -8:00:00 20%
080V -12:00:00 30%
........... ............. ........
120-�01 -16:00!00 40%
160:01 -24M-100 50%
200:01 or greater 100%
Table C: Availability Service Credit - On-Net Acess Services Table D: Availability Service Credit- Off-Net Access
outside the U.S. and Canada Services outside the U.S. and Canada
Cumulative Unavailability Service Level(bdit Cumulative Unavailability Service Levell Credit
Ahrs:mIns:secs) (hrs:mInssecs)
00:00V -00:10:00 No Credit 00-100:01 -00:4100 No Credit
00:10:01 -00:43:00 5%
00:43:01 -04:00:00 1010
00:43:01 -04:00;0010%
............. 04:00:01 -8:00M 20%
04M,01 -8:00M 20%
08 0001-12:00:00 30%
08:00:01 -12:00:00 30%
12:00:01-16:00:00 40%
12:00:01 -16-00M 40%
16:00:01 -24M-100 50%
16:00V -24M:00 50%
24M-101 or greater 100% 24:00:01 or greater 100%
il. Network Packet Delivery Service Credit., Packet Deliveq3LAs are based on monthly average performance between Level 3
designated points of presence ("POPs")3ustomer will be ntitled to a service credit off of the MRC for the affected Service as
set forth below for the Service parametr(s) not met for r�sons other than an Excused Outage. Customer will not be entitled
to credits under the packet delivery S'\ for the affecteiService where such failure is related to Unavailability under the
Availability SLA.
e.
-.4ble E: Packet Devery Service Credit
pacK Deli We-triGs Percentaqe,credit
9195%or greater No Credit
.............................
4�94%-9M% 10%
-____--------- ..-
3.99%0
..3.99%-96,0% 304J
5,99%or less 50%
L Network Lqtppgy Service Credits. Ntwork latency Sits are based on monthly average performance between Level 3
designated points of presence ("POPs. Customer will L entitled to a service credit off of the MRC for the affected Service
as set forth below for the Service patmeter(s) not mefor reasons other than an Excused Outage. Customer will not be
entitled to credits under the network laincy SLA for the ffected Service where such failure is related to Unavailability under
the Availability SLA.
Page 7 of 8--CITY OF CLEARWATER,FL-2-P9XJ96
0 2017 Level 3 Communications,LLC, 1025 Eldorado lvd., Broomfield,C130021 Proprietary and Confidential
City of Clearwater(msa)
August 28,2017
lible F: Network Lency Service Credit
Day Exceeding Percentage Credit
Netw*Latency Metrics
1-10 ms 10%
11-25 ms 30%
.............._____-,
2 ms or greater 50%
f. Chronic Outage. As its sole remedyilustomer may ect to terminate an affected Service, or if applicable an affected
Converged Voice-Internet Service, herender prior to themd of the Service Term without termination liability if, for reasons
other than an Excused Outage, such S(vice becomes Unvailable (as defined in Section 7(d)(i)above)twice during a 30-day
period, and becomes Unavailable a thirtime within 30 clfis following the second event. Customer may only terminate such
Service that is Unavailable as describd above, and n-st exercise its right to terminate the affected Service under this
Section, in writing, within 30 days afir the event givir rise to the termination right. For clarification, termination of a
Converged Voice-Internet Service will rEult in terminationf all applicable Services bundled together as the Converged Voice-
Internet Service under the Order.
g. Installation Service Level. Level 3 ml exercise comarcially reasonable efforts to install any Service on or before the
Customer Commit Date for the particur Service. Thilinstallation SLA shall not apply to Orders that contain incorrect
information supplied by Customer or Overs that are alterd at Customers request after submission and acceptance by Level
3. In the event Level 3 does not meethis installation LA for reasons other than an Excused Outage, Customer will be
entitled to a service credit for each day)f delay equal to-ie charges for 1 day of the pro rata share of the MRC associated
with the affected Service up to a monthl maximum credit' 10 days, For Services billed on an Aggregate CIR/CDR basis, the
charges for I day of the pro rata share cthe MRC will beilculated based on the average MRC per port for the aggregate.
8, Resale Restriction. Notwithstanding nything to the corary in the Agreement, Customer is prohibited from reselling any
Internet Service or any ports provided hreunder as a sted-alone service to a third party without the express written consent
of Level 3, provided, however that Cus)mer may bundle,ny Internet Service or any ports provided pursuant to this Service
Schedule with any other Level 3 servics (to the extent sale of those service is allowed) or the services of Customer and
resell such bundled service to Custorer's subscribers ind its customers. The Parties agree that the preceding is not
applicable to Converged Voice-Interne Service, and Cdomer is prohibited from reselling any Converged Voice-Internet
Service unless the parties enter into an mendment signeby authorized representatives of both parties.
9, Latin American Services. With respct to Services proded in Latin America, Customer agrees that it(or its local Affiliate)
will enter into a separate local countryiddendum/agreeent (as approved by local authorities) ("LCA") with the respective
Level 3 Affiliate which provides the locl Service(s), confining terms necessary to comply with local laws/regulations, and
such Level 3 Affiliate will invoice the Cuomer(or its localffiliate) party to the LCA for the respective local Service(s).
10, Level 3 Arranged Third Party Procurd Internet Servits. For certain Service locations (including but not limited to where
Level 3 may lack relevant licenses to p)vide such serviO, Level 3 may agree to arrange Internet services using third party
providers ("Third Party Internet Service. Service optionuary on a country by country basis and may include access to the
Internet via overbooked and/or non-ove)ooked connectics, DSL technology, private leased circuits (fixed or wireless)and/or
Satellite. Specific service details (acres type, e.g. downmam/upstrearn speed, customer premises equipment requirements
and number of IP addresses) also diffoon a country by:)untry basis. Customer understands and acknowledges that Third
Party Internet Service will, if requested V Customer, be pvided by third party subcontractor(s)to Level 3 and accordingly, is
provided on a best effort and as-is bas. Notwithstandin4he foregoing, Customer may report faults and/or outages in Third
Party Internet Access to Level 3 on a:4x7 basis and irb-Lich circumstances Level 3 will contact the applicable third party
service provider with a view to restorin(,service as quicklas possible. Customer will reasonably cooperate with the requests
of such providers of Third Party InterneBervice to enable istallation, maintenance, repair and disconnection of Services.
Page 8 of 8--CITY OF CLEARWATER, FL-2-P9XJ96
0 2017 Level 3 Communications, LLC, 1025 Eldorado lvd, Broomfield,030021 Proprietary and Confidential
h M%S pyq
City of Clearwater - Master
Service Agreement
Adobe Sign Document History 09/19/2017
Vt
Created: 09/18/2017
By: Level 3 Legal Signature(contractcountersignature@level3.com)
Status: Signed
Transaction ID: CBJCHBCAABAAJTcRBnk9cb1edExGoDvdvYfjRVr27C2w
"City of Clearwater - Master Service Agreement" History
Document created by Level 3 Legal Signature (contractcountersignature@level3.com)
09/18/2017-11:59:08 AM MDT-IP address:209.244.4.106
I� Document emailed to Samantha Leapley(samantha.leapley@leve13.com) for signature
09/18/2017-11:59:39 AM MDT
�.� Document viewed by Samantha Leapley (samantha.leapley@leve13.com)
09/19/2017-4:02:53 PM MDT-IP address:209.244.4.106
4 Document e-signed by Samantha Leapley (samantha.leapley@level3.com)
Signature Date:09/19/2017-4:03:46 PM MDT-Time Source:server-IP address:209.244.4.106
,C;N Signed document emailed to Level 3 Legal Signature (contractcountersignature@level3.com) and Samantha
Leapley(samantha.leapley@level3.com)
09/19/2017-4:03:46 PM MDT
LevellY A�aLie Si n