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Home My WebLink About20121298.tiff RESOLUTION RE: APPROVE AMENDMENT TO CENTURYLINK LOYAL ADVANTAGE AGREEMENT AND AUTHORIZE CHAIR TO SIGN -QUEST COMMUNICATIONS COMPANY, LLC, DBA CENTURYLINK QCC WHEREAS,the Board of County Commissioners of Weld County,Colorado,pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County,Colorado,and WHEREAS, the Board has been presented with an Amendment to the CenturyLink Loyal Advantage Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Phone Services, and Qwest Communications Company, LLC, dba CenturyLink QCC, with terms and conditions being as stated in said amendment,and WHEREAS, after review, the Board deems it advisable to approve said amendment, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Amendment to the CenturyLink Loyal Advantage Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Phone Services, and Communications Company,LLC,dba CenturyLink QCC,be,and hereby is,approved. BE IT FURTHER RESOLVED by the Board that the Chair be,and hereby is,authorized to sign said amendment. The above and foregoing Resolution was,on motion duly made and seconded,adopted by the following vote on the 21st day of May,A.D.,2012. BOARD OF COUNTY COMMISSIONERS WELD COUNTY,COLORADO ATTEST: �,.�. Sean . hair Weld County Clerk to the Board 4" L� ; Ilia F.Gar. .Pro-erh BY: V Deputy Cl '= to the Boar.C c,i ( a' . i at-a— t� ( • � ryraKirkmeyer AP,PRO D AST M: `�®�vc% David E.Long^ ou orney I47 ( A��lQ' Douglas,hademacher Date of signature: ls-la-la SaS cLv. CS? CS 2012-1298 FJ-3 5 -1 a to '/,)-/oZ CM0020 AMENDMENT TO CENTURYLINK LOYAL ADVANTAGE'"AGREEMENT THIS AMENDMENT NO. Four (this °Amendment') by and between Qwest Communications Company, LLC dlb/a CenturyLink QCC ("CenturyLink") and Weld County ('Customer'), hereby amends the CenturyLink Loyal Advantage Agreement or Qwest Loyal Advantage Agreement,as applicable,Content ID: #356003,as may have been previously amended(the'Agreement"). Except as set forth in this Amendment,capitalized terms will have the definitions assigned to them in the Agreement. All references to'Qwest Loyal Advantage°or"OLA'are hereby replaced with"CenturyLink Loyal Advantage." CenturyLink and Customer wish to amend the Agreement as follows: 1. Term. By checking one of the boxes below, Customer indicates that it is increasing the length of its existing Term. Customer understands and agrees that it may not decrease the length of its existing Term. ® No Changes. Customers existing Initial Term,will remain in effect. ❑ New Initial Tenn. The parties agree to start a new Initial Term that begins on the Amendment Effective Date. Customers new Term is Select Term in Drop-down. ❑ Extension of the Initial Term. The parties agree to extend the existing Initial Term,which will retain the Agreements existing Effective Date. Customer's new Term is Select Term in Drop-down. 2.®Addition of Services. Customer is adding a new Service to the Agreement. If this Section 2 is not checked,Customers existing Services as set forth in the Agreement will remain in effect. Customer's new Services are added as follows: PoP Diversity. The attached contract documents(s)associated with the addition of Services(s)may include, but is not limited to the following: Service Exhibit(s), Pricing Attachment(s), and Service Attachments, which are added to, and constitute a part of, the Agreement and the existing Services. The definition of Services in the Agreement will include the Services in the contract documents attached to this Amendment. 3. Modifications. To the extent that the following provisions are not already in the Agreement or in a previous amendment, they are added through this Amendment.The Agreement is amended as follows: 3.1 General. (a) Customer will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act(or ARRA)or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless each of those functions and obligations is explicitly identified and agreed to by the parties in this Agreement or in an amendment to this Agreement. (b) CenturyLink will provide Service if: (i) there is a valid, accurate, and complete Order Form submitted by Customer, (ii)adequate capacity is available;and(iii)CenturyLink accepts the Order Form. (c) CenturyLink may change features or functions of its Services;for material changes that are adverse to Customer,CenturyLink will provide 30 days prior written notice,but may provide a shorter notice period if the change is based on Regulatory Activity. (d) If Services are provided pursuant to a Tariff, RSS,or ISS,as described in the applicable Service Exhibits, the order of precedence will apply in the following descending order of control: Tariff,Service Exhibit,Agreement,RSS,ISS,and Order Form. (e) The Definitions Section is amended to include the following: "ISS" means Information Services Schedule posted at the following site and is subject to change. htto://tariffs.gwest.com:8000fidc/groups/public/documents/service agreements/floc info services.odf. "Regulatory Activity" is a regulation or ruling, including modifications thereto, by any regulatory agency, legislative body or court of competent jurisdiction. CenturyLink reserves the right to amend,change,withdraw or file additional Tariffs or RSS in its sole discretion, with such updated Tariffs or RSS elfet.tive upon posting or upon fulfillment of any necessary regulatory requirements. "RSS" means as applicable: CenturyLink's International Rates and Services Schedule posted at htto://tariffs.qwest.com:8000/idc/qroupsipublic/documentsirss/htmltoc qcc rss2.htm, CenturyLink's Interstate Rates and Services Schedule posted at httpJ/tariffs.owest.com:8000/iddgmups/public documents/rss/htmltoc qcc rss no 3.htm, and other rate and term schedules,incorporated by this reference. "Tariff" includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules,incorporated by this reference. 3.2.CPNI. The following CPNI Section is added to the Agreement. (a) "CPNI' means Customer Proprietary Network Information, which includes confidential account, usage, and billing-related information about the quantity, technical configuration, type, destination, location, and amount of use of a customers telecommunications services. CPNI reflects the telecommunications products, services, and features that a customer subscribes to and the usage of such services,including call detail information appearing in a bill. CPNI does not include a customers name,address, or telephone number. Page 1 of 4 m CenturyLink,Inc. All Rights Reserved. CONFIDENTIAL v1.030712 AMENDMENT TO CENTURYLINK LOYAL ADVANTAGE-AGREEMENT (b)CenturyLink is required by law to treat CPNI confidentially. Customer agrees that CenturyLink may share CPNI within its business operations(e.g.,wireless, local, long distance,and broadband services divisions),and with businesses acting on CenturyLink's behalf, to determine if Customer could benefit from the wide variety of CenturyLink products and services, and in its marketing and sales activities. Customer may withdraw its authorization at any time by informing CenturyLink in writing. Customer's decision regarding CenturyLink's use of CPNI will not affect the quality of service CenturyLink provides Customer. 3.3 Installation, Maintenance and Repair.The following section is added to the Agreement. (a)Customer will reasonably cooperate with CenturyLink or its agents to install,maintain,and repair Services. Customer will provide or secure at Customer's expense appropriate space and power; and rights or licenses if CenturyLink must access the building of Customer's premises to install, operate, or maintain Service or associated CenturyLink equipment. CenturyLink may refuse to install, maintain,or repair Services if any condition on Customer's premises is unsafe or likely to cause injury. (b)Customer is responsible for any facility or equipment repairs on Customer's side of the demarcation point. Customer may request a technician dispatch for Service problems. Before dispatching a technician, CenturyLink will notify Customer of the dispatch fee. CenturyLink will assess a dispatch fee if it determines the problem is on Customer's side of the demarcation point or was not caused by CenturyLink's facilities or equipment on CenturyLink's side of the demarcation point. 3.4 Domestic Voice Service: If Customer has existing Domestic Voice Service,the following section is added to the Domestic Voice Service Exhibit: Non-Completed Calls. "Non-completed Call Percentage Threshold" means 30% of all attempted calls, both completed and non- completed. If the percentage of Customer's calls that do not complete(out of all attempted calls)meets or exceeds the Non-completed Call Percentage Threshold for any given monthly billing cycle,CenturyLink may, upon 30 calendar days'notice to Customer,disconnect any and all circuit(s)providing Service on which the Non-completed Call Percentage Threshold was exceeded. 3.5 Local Access Service. If Customer has existing Local Access Service,the following section is added to the Local Access Service Exhibit: Grooming. If CenturyLink finds it necessary to groom a circuit on which Service is provided, CenturyLink will provide a grooming notice to Customer. For CPA grooming, Customer will provide a signed LOA to CenturyLink so that CenturyLink can order the necessary changes. Within 20 calendar days of receipt of that notice, Customer will: (a)notify CenturyLink of its approval,which may not be unreasonably withheld; (b)state its reason for refusing; or(c) request that CenturyLink provide Customer with a LOA so that Customer can order the necessary changes. Customer's failure to respond within the 20-day period will constitute approval of the groom. If Customer agrees to a groom on CPA and the groom results in Customer incurring additional NRCs from their third-party local access provider and Customer provides sufficient proof of the third-party charge, CenturyLink will issue a credit to Customer equal to the third-party NRC for each groomed circuit. If Customer refuses the groom for On-Net Access, CenturyLink will, upon 20 calendar days' prior written notice,cancel the Service on that circuit and assess a Cancellation Charge. When Customer does not respond to a grooming notice or refuses a groom on CPA, Customer must either. (a) provide CenturyLink with a LOA/CFA so that CenturyLink can have the third-party local access provider cancel the circuit;or(b)work directly with the third-party local access provider to cancel the circuit. If Customer does neither of these things,CenturyLink will pass through to Customer any costs incurred from the third-party local access provider as a result of the circuit remaining in place. "CFA" means circuit facility assignment of the CenturyLink facility, as identified by CenturyLink,to which Customer must order local access services for connection to the CenturyLink Domestic Network. 3.6 Private Line Services. If Customer is amending an Agreement already containing Optical Wavelength Service (f/k/a QCC QWavee), Metro Private Line,EPL(f/k/a Ethernet Private Line), Metro EPL(f/k/a Metro Ethernet Private Line), Domestic Private Line,or E-Line Service Exhibits,the following section is added to those Service Exhibits and replaces any conflicting language in those Service Exhibits: RSS. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Service Tern,more than 10%of its traffic will be interstate traffic. 3.7 HIPAA.The following section is added to the Agreement. CenturyLink does not require or intend to access Customer data in its performance hereunder, including but not limited to any confidential health related information of Customer's clients,which may include group health plans, that constitutes Protected Health Information ("PHI"),as defined in 45 C.F. R. §160.103 under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA Rules"). Any exposure to PHI will be random, infrequent and incidental to CenturyLink's provision of Service and is not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI. Such exposure is allowable under 45 CFR 164.502(a)(1 Xiii). As such,if Customer is a Covered Entity or Health Care Provider under the HIPAA Rules or supports the health care industry, CenturyLink and Customer agree that Centurylink is not a "Business Associate"or"Covered Entity" under the HIPAA Rules for the purposes of the Agreement. 3.8 Dedicated Hosting Service. If Customer has existing Dedicated Hosting Service,this section amends the Dedicated Hosting Service Exhibit as follows: (a) The Definitions Section Is amended to include: Page 2 of 4 ©CenturyLink,Inc. All Rights Reserved. CONFIDENTIAL v1.030712 AMENDMENT TO CENTURYLINK LOYAL ADVANTAGE-AGREEMENT "Hosting Network Connectivity Policy "or "HNCP" means the CenturyLink's Hosting Network connectivity policy, which is subject to change at CenturyLink sole discretion,and is available upon request from the CenturyLink sales representative. (b)The following section Is added to the Service Exhibit The parties understand and agree that the section below is added to and does not replace or duplicate any sections in the underlying Service Exhibit. X. Network Connectivity X.1 Hosting network infrastructure.The Hosting network infrastructure provides connectivity from the Customer's environment to the available networks within each facility, including the CenturyLink backbone, and other Hosting customers or Alternate Carrier Network Connections.With valid Orders,Customers are permitted to interconnect to other customers or alternate carriers as described; however, all connections from Customer environment to any other customer or any network infrastructure must be performed CenturyLink. X.1.1 Alternate Carrier Network Connection. The Alternate Carrier Network Connection is a connection to a non-CenturyLink OCC network. The connection may be made at either the CenturyLink Servicing POP or at the CyberCenter, requested by the Customer. Depending on the CyberCenter and alternate carrier availability,the rates and required components may vary. X.2 CenturyLink supports the ability for customers to reach or route specific IP addresses for public network connectivity. In order to maintain and support the CenturyLink IP backbone, Upon receipt of an order from the Customer, CenturyLink will permit Customer to implement Border Gateway Protocol (BGP")functionality into the Service to enable Customer to utilize a third party Internet service provider("Alternate ISP"); provided, however,that: a Border Gateway Protocol("BGP")questionnaire will be required to be completed by Customer and approved by CenturyLink prior to allowing or providing BGP. X.2.1 Customer will provide CenturyLink with the Simple Network Management Protocol ("SNMP') read-only password(s) to Customer's routers; and (ii) before BGP is implemented or thereafter modified, Customer will submit for CenturyLink's approval, the BGP configuration parameters of Customer's routers. No later than 10 business days after receipt of such BGP configuration parameters, CenturyLink will notify Customer of its approval of or any changes required thereto.Customer is solely responsible for the implementation,configuration,and maintenance of Customer's BGP. BGP implementation may not at any time disrupt or interfere with the Service provided by CenturyLink to any customer.CenturyLink,may in its sole discretion suspend or terminate service if Service is disrupted by BGP implementation. X.2.2 By way of requesting and implementing BGP,Customer agrees that it will not engage in"Unauthorized Alternate Usage"which is defined as any usage of a Alternate ISP which exceeds more than the proportionate amount of network traffic to CenturyLink. For example, but not by way of limitation, if a single alternate ISP provider is used, the total amount of bandwidth the Customer must commit to CenturyLink is at least 50%of the total IP traffic,or if two alternate ISPs are used,Customer must commit to CenturyLink at least 33%of the total IP traffic. X.3 In order to verify Customer's compliance with this Exhibit, CenturyLink, at its sole discretion, may conduct an audit and CPE inspection (collectively, "Audit")of: (i) Customers Usage Data; and(ii)the configuration parameters of Customer's routers. Customer will cooperate with respect to CenturyLink's performance of the Audit. CenturyLink will bear the cost of an Audit; however, in the event CenturyLink discovers any "Unauthorized Alternate Usage' is uncovered during an Audit, Customer agrees to promptly pay all reasonable audit expenses incurred ass result of the non-compliance.,and bring its usage into compliance. X.4 HNCP; Suspension; Termination.All use of the Service must comply with the HNCP.Any User which CenturyLink, in its sole discretion, determines to have violated any element of the HNCP may be subject to additional fees, suspension or termination of service. CenturyLink will suspend service for violation of the HNCP on the most limited basis as CenturyLink determines is reasonably practical under the circumstances to address the underlying violation. CenturyLink will attempt to notify Customer prior to assessing fees or suspending service for violation of the HNCP(which may be via email or any other notification);provided,however,CenturyLink may suspend service without notice if CenturyLink becomes aware of a violation of any applicable law or regulation or activity, including but not limited to a violation of the CenturyLink network AUP,or CenturyLink HNCP that exposes CenturyLink to criminal or civil liability or that exposes the CenturyLink network, CenturyLink property or CenturyLink customers'network or property to harm as identified in the CenturyLink AUP. 4. Pricing. Any new rates applicable to Customers existing Services will become effective at CenturyLink's earliest opportunity,but in no event later than the second full billing cycle following the Amendment Effective Date. CenturyLink reserves the right to modify rates after the conclusion of each Service's minimum service period upon not less than 30 days' prior written notice to Customer, provided that CenturyLink may reduce the foregoing notice period or modify rates or discounts prior to the conclusion of the minimum service period,as necessary, if such modification is based upon Regulatory Activity. CenturyLink also reserves the right to modify rates when the Agreement renews to the rates that are in effect at that time. If Regulatory Activity causes an increase in the rates for Customers ordered Services that materially and adversely affects Customer,then Customer may terminate the affected Service upon 30 days prior written notice to CenturyLink without liability for Cancellation Charges for the affected Service, provided, however that Customer. (a) provides such notice within 30 days after the increase occurs;and(b)provides CenturyLink 30 days to cure such increase. If Customer does not provide CenturyLink such notice during the time permitted in this Section, Customer will have waived its right to terminate the affected Service under this Section. Page 3 of 4 ©CenturyLink,Inc. All Rights Reserved. CONFIDENTIAL v1.030712 AMENDMENT TO CENTURYLINK LOYAL ADVANTAGE-AGREEMENT 5. Miscellaneous. This Amendment will be effective as of the date it is executed by CenturyLink after the Customer's signature(the 'Amendment Effective Date')and will become part of the Agreement. All other terms and conditions in the Agreement shall remain in full force and effect and be binding upon the parties. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein,and in the event there are any inconsistencies between the two documents,the terms of this Amendment will control. Using CenturyLink's electronic signature process for the Agreement is acceptable. The undersigned parties have read and agree to the terms and conditions set forth in this Amendment. CUSTOMER:Weld County QWEST COMMUNICATIONS COMPANY,LLC D/BIA CENTURYLINK QCC p . mu.� Authorized Signature Authorized Signati e D �, �^ Sean P. Conway A J C.76 sE aI2j$ Name Typed or Printed Name Typed o nn Chair. Board of Weld County Commissioners Er M(yr- Titie MAY 2 1 2012 Title -r-9 _ 12- Date Date Customer's address for notices: 1401 N. 17th Ave Greeley,CO 80631 Customer's facsimile number. (970)352-0242 or squick@co.weld.co.us Person designated for notices: Susan Quick Page 4 of 4 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.030712 CENTURYLINK TOTAL ADVANTAGE'"AGREEMENT DOMESTIC NETWORK DIVERSITY®SERVICES EXHIBIT 1. General; Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement CenturyLink QCC will provide Domestic Network Diversity enhancements ("Service" or "Diversity")to underlying services in the continental United States under the terms of the Agreement,RSS,and this Service Exhibit. "Card Diversity" means the secondary or diverse circuit that originates and/or terminates onto a separate card on the same device within the same CenturyLink POP as the primary circuit. "Dedicated IP Access"means a special access local loop connection,from the Customer premises to an IP POP("POP"). "Device Diversity" means the secondary or diverse circuit that originates and/or terminates In a separate aggregation device(such as routers,switches)within the same IP POP as the primary service. "ELA" or "Ethernet Local Access" means CenturyLink Provided Access using Ethernet technology and is available at bandwidths varying from 1 Mbps to 1,000 Mbps(1Gbps). "IP POP" is a CenturyLink POP where IP edge routers are located on the CenturyLink Domestic Network and Networking Service is available. "IP POP Diversity"means the diverse circuit that originates and/or terminates in a physically separate IP POP from the primary circuit. "CenturyLink POP"means a point of presence("POP")on the CenturyLink Domestic Network. "CenturyLink Domestic Network" means the CenturyLink operated facilities located within the 48 contiguous states that consist of transport POPs,physical media,switches,circuits,and/or ports that are operated solely by CenturyLink. "Single Circuit Diversity" unless otherwise stated in this Service Exhibit, means an individual circuit on the CenturyLink Domestic Network that either.(a)is routed to,or;(b)avoids a specified geographic location along the circuit's path between the originating and terminating CenturyLink transport POP buildings,subject to availability. "SLA" means the service level agreement specific to the Service, located at http://www.centurylink.comflegalt which is subject to change. "Special Access" means CenturyLink Provided Access using Digital Signal speeds DS-0, DS-1, and DS-3 or Optical Carrier signal speeds OC-3, OC-12,OC-48,and OC-192. "Switch Diversity" means the secondary or diverse circuit that originates and/or terminates in a separate CenturyLink switch from the primary circuit. Depending on available network facilities, the circuits may originate and/or terminate at the same or different CenturyLink POP. "Transport Diversity" means two or more diversely related circuits that are independently routed on the CenturyLink Domestic Network transport systems between the originating and terminating CenturyLink POP buildings, subject to availability. At Customer's request and subject to availability, CenturyLink will provision diversely related Underlying Services from different CenturyLink POP buildings in the originating and/or terminating cities. In some instances, the diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit. "Underlying Service" means an approved CenturyLink service offering on the CenturyLink Domestic Network that also supports Diversity. 2. Service. 2.1 Description. Diversity is an enhanced routing option that routes an Underlying Service according to either. (a)a Customer- defined routing between two or more diversely related circuit(s); or(b) a predefined path that either routes to or avoids a specified geographic location on the circuit path("Single Circuit Diversity')according to Customer's requirements,unless otherwise noted below; and (c) identifies and maintains the diversely routed circuit(s) in the CenturyLink provisioning systems, until the Service is cancelled. Diversity does not provide switching and/or routing of Customer's digital transmissions between primary and diversely routed circuits in the event of a failure on any one circuit or port. CenturyLink only offers protection switching, if any, inherent with the Underlying Services. The Diversity options described in this Service Exhibit are subject to availability and technical feasibility. The SLA is effective as of the first day of the second month after initial installation of Service. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for the Service. CenturyLink's Underlying Services include: Domestic Private Line Service, EPL, Optical Wavelength Networking Service (including Internet Ports, Private Ports, and Enhanced Ports), ATM Service, Frame Relay Service, Dedicated Domestic Outbound/Inbound Long Distance Service ("Long Distance"), and related Local Access Service. The Underlying Services will, except to the extent modified in this Service Exhibit, be offered pursuant to the terms and conditions of the Agreement,Service Exhibits,and/or RSS applicable to the Underlying Services. 2.2 Diversity Configurations. Diversity configurations vary based on the Underlying Service. See below for options, subject to available network facilities. (a) Domestic Private Line Diversity Service. Domestic Private Line Diversity Service is offered at DS-1, DS-3, OC-3, OC-12, and OC-48 transmission rates. CenturyLink does not offer DS-0 and Fractional DS-1 Domestic Private Line Diversity Services. CenturyLink's routing of the diverse Domestic Private Line circuit(s) is based on the route of the designated working path of the circuit(s). Domestic Private Line Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity or Transport Diversity. In some instances, the diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit. (b) EPL Diversity Service. EPL Diversity Service is offered at 50 Mbps, 100 Mbps, 150 Mbps, 600 Mbps, and 1000 Mbps transmission rates. CenturyLink's routing of the diverse EPL circuit(s) is based on the route of the designated working path of the Page 1 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL v1.080811 CENTURYLINK TOTAL ADVANTAGE-AGREEMENT DOMESTIC NETWORK DIVERSITY®SERVICES EXHIBIT circuit(s). EPL Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity or Transport Diversity. (c) Optical Wavelength Diversity Service. Optical Wavelength Diversity Service is offered as an unprotected point-to-point transmission path between an originating and terminating CenturyLink POP at 1 GbE, 2.5 Gbps and 10 Gbps transmission rates. Optical Wavelength Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity or Transport Diversity. (d) Networking Diversity Service. Networking is offered at DS-1, IMA(2xDS-1 up to BxDS-ts)`, DS-3, OC-3, OC-12, and OC-48 transmisison rates. Networking Diversity Service is offered in the following configurations but not in combination: POP Diversity (Single Circuit or Primary and Diverse Circuit), Device Diversity, or Card Diversity. Networking Single Circuit Diversity on the CenturyLink Domestic Network means a circuit that is routed to a specified IP POP. The secondary or diverse circuit cannot be used to load-balance Customer's traffic. The secondary or diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit. (e) ATM/Frame Relay Diversity Service. ATM Diversity Service is offered at DS-1, IMA(2xDS-1 up to 8xDS-1s)', DS-3,OC-3,and OC-12 transmission rates and Frame Relay Diversity Service is offered at DS-1 and DS-3 transmission rates. ATM/Frame Relay Diversity is offered in the following configurations, but not in combination: POP Diversity, Switch Diversity or Card Diversity. The diverse circuit may share common network facilities,infrastructure,and/or buildings with the primary circuit. (f) Long Distance Diversity Service. Long Distance Diversity Service is offered at DS-1, DS-3, OC-3, OC-12, and OC-48 transmission rates. The diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit. Long Distance Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity, Switch Diversity,or Card Diversity. Long Distance Single Circuit Diversity on the CenturyLink Domestic Network means a circuit that is routed to a specified CenturyLink voice switch. 2.3 Local Access Diversity Service. Local Access Diversity Service is an enhancement to Local Access that: (a) routes circuits based on Customers reasonable routing requirements; and(b) identifies and maintains the Local Access circuits as diversely routed circuits in the CenturyLink provisioning systems. Local Access Diversity Service is offered with: (c)Special Access at DS-1, 2xDS-1 up to BxDS-1', DS-3, OC-3, OC-12, and OC-48 transmission rates; or(d) ELA at bandwidths varying from 1 Mbps to 1000 Mbps (1Gbps) and may include CenturyLink ordering circuits utilizing alternate Central Offices or alternate Serving Wire Centers. CenturyLink does not have direct control of the routing, installation, maintenance, performance, etc. of the third party local access facilities ordered on behalf of the Customer. 2.4 Ordering of Diversity Services. Upon acceptance of an Order Form, CenturyLink will notify Customer of its target date for the delivery of each Service("Customer Commit Due Date"). Centurylink will use commercially reasonable efforts to install each Service on or before the Customer Commit Due Date, but the inability of CenturyLink to deliver Service by that date will not be a default under the Agreement. 2.5 Service Conditions. (a) CenturyLink will not provide special construction as part of the Service. Any requests for special construction are handled on an individual case basis. (b) Customer understands and agrees that CenturyLink has no visibility into the location of fiber strands,conduits,and other network facilities of other carriers and that CenturyLink will not attempt to identify and/or manage other carriers facilities as part of the Service. Customer understands and agrees that Diversity is offered on On-Net facilities only. Furthermore, Customer understands and agrees that CenturyLink may rearrange(groom)Customers circuits in accordance with standard CenturyLink network maintenance activities. If a CenturyLink-initiated network rearrangement removes the Customer's diversity,then CenturyLink will notify Customer to determine alternative Diversity solutions,ifany. (c) Customer may experience increased latency on diversely routed circuit(s)as a result of increased actual routing mileage. (d) Single Diverse Circuit Additional Mileage Charges. If CenturyLink, in its sole discretion, determines that Customers specified geographic routing criteria on a Single Circuit Diversity request results in excessive additional mileage, CenturyLink may charge Customer actual mileage charges on the Underlying Service. (e) Customer acknowledges that diverse circuits must have traffic on them in order for CenturyLink to monitor connectivity. 3. Term; Cancellation. The term of this Service Exhibit will begin on the Effective Date of the Agreement (or, if applicable, an amendment to the Agreement if Customer adds this Service Exhibit after the Effective Date of the Agreement)and will continue until the termination of the last Service ordered under this Service Exhibit Service will automatically terminate on the termination of the Underlying Service. In the event Customer cancels Diversity on an Underlying Service, Customer will pay for the Diversity provided through the effective date of the cancellation and all third party cancellation charges that apply. 4. Charges. Customer will pay all charges set forth in a valid quote sheet attached to the Order Form for Diversity or in a Pricing Attachment, in addition to the charges for the Underlying Services. If backhaul routing is required to complete Customer's Diversity order for Networking (including Internet Ports, Private Ports, and Enhanced Ports) ATM Service, Frame Relay Service, or Long Distance, Customer will pay the backhaul charges for each diversely routed circuit and for IQ Networking service,the Backhaul Pricing Page 2 ©CenturyLink,Inc.All Rights Reserved. CONFIDENTIAL v1.080811 CENTURYLINK TOTAL ADVANTAGE'S AGREEMENT DOMESTIC NETWORK DIVERSITY®SERVICES EXHIBIT Attachment will be attached to this Service Exhibit. Billing will begin once the circuit is available for testing or use by Customer with the Diversity activated or once Diversity has been added to an existing circuit. List rates will be used to calculate Contributory Charges. The Service is not entitled to the QTA Discount. The DS-1s within an Nx bundle must all connect to the same POP. Page 3 ©CenturyLink,Inc.All Rights Reserved. CONFIDENTIAL v1.080811 Hello