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Home My WebLink About20081875.tiff RESOLUTION RE: APPROVE LOYAL ADVANTAGE AGREEMENT AND AUTHORIZE CHAIR TO SIGN - QWEST COMMUNICATIONS CORPORATION 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 a 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 Phone Services,and Qwest Communications Corporation,commencing upon full execution of said agreement, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said fully-funded agreement, 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 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 Phone Services, and Qwest Communications Corporation be, and hereby is, approved and fully funded. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was,on motion duly made and seconded, adopted by the following vote on the 7th day of July, A.D., 2008. BOARD OF COUNTY COMMISSIONERS E/Q. WELD COUNTY, COLORADO ATTEST: 414/1 1S61 C a ti Wi am H. Jerke, Chair Weld County Clerk to t Robert a Masden, Pro-Tem BY: �i//Ll ri�� irS Deputy Clerk . the Board / V�U�am F. Garcia R ED F M: �J r �,V [ H ) David E. Long ou torne .� �,... ce,LL �� Douglasadema er Date of signature: 2008-1875 CM0017 QWEST LOYAL ADVANTAGE®AGREEMENT This Qwest Loyal Advantage Agreement ("Agreement") is between Qwest Communications Corporation including its subsidiaries ("Qwest" or"QCC") and Weld County("Customer) and is effective on the date QCC signs it("Effective Date"). The offer contained in this document is only valid through July 31, 2008, and will expire if Customer does not execute and deliver the Agreement to QCC on or before that date. CUSTOMER: WELD COUNTY QWEST CO ATIONS CORPORATION By: By: Name: William H. Jerke Name: Richard Fernandez Title: Chair Title: Director, Offer Management Date: 0 7/07/2 00 8 Date: 7/1/08 1. Services. QCC will provide, and Customer will purchase,the services("Services")set forth in service exhibits("Service Exhibits") attached hereto. Customer agrees that it will not resell the Services and that its use of the Services will comply with all applicable laws. Qwest will provide Service if: (a)there is a valid, accurate, and complete Order Form submitted by Customer; (b)adequate capacity is available; and(c)Qwest accepts the Order Form. Qwest may change features or functions of its Services;for material changes,Qwest will provide 30 days' prior written notice, but may provide a shorter notice period if the change is based upon Regulatory Activity. The parties agree that any notation to the "Qwest Total Advantage® Agreement" or "QTA Discount" on the Service Exhibits will be disregarded and such exhibits will be governed by the Agreement.The Service Exhibits attached hereto as of the Effective Date are: v Domestic iQ Networking Service Exhibit Local Access Service Exhibit 2. Term. Customer selects the following "Initial Term" of the Agreement: three years("Initial Term"), 600053 code (QLAGESZ). At the end of the Initial Term, this Agreement will automatically renew for consecutive renewal periods equal to the Initial Term (a "Renewal Term") if not terminated earlier in accordance with this Agreement. The Initial Term and each Renewal Term are referred to as the"Term." 3. Rates. Unless specified otherwise in a Service Exhibit, all Services will receive the applicable rates specified in a Service Exhibit, valid Order Form, or Qwest-approved quote form, for the duration of the Term. Notwithstanding the preceding sentence, Qwest reserves the right to modify rates and charges due to Regulatory Activity and will provide as much prior written notice as practicable but not less than 14 calendar days' notice. If Regulatory Activity causes an increase in the rates for Customer's ordered Services that materially and adversely affects Customer, then Customer may terminate the affected Service upon 30 days prior written notice to QCC 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 QCC 30 days to cure such increase. If Customer does not provide QCC such notice during the time permitted in this Section, Customer will have waived its right to terminate the affected Service under this Section. The parties agree that any reference to"QTA Discount"in a Service Exhibit will be disregarded, and the rates set forth in the Service Exhibit are in lieu of all other rates,discounts, or promotions. 4. Payment. Customer must pay QCC all charges within 30 days from the invoice date. Any amount not paid when due will be subject to late interest of 1.5%per month. Customer must also pay QCC any applicable Taxes assessed in connection with Customer's Services. Taxes are subject to change. QCC may reasonably modify the payment terms or require other assurance of payment based on Customers payment history or a material and adverse change in Customer's financial condition. 5. Licenses; Dispatch Fee. 5.1 If Qwest must access a building that houses Customers premises to install, operate, or maintain Service or associated Owest equipment, Customer will provide or secure at Customer's expense the following items: (a)appropriate space and power; and(b)rights or licenses. 5.2 Any facility or equipment repairs on Customer's side of the demarcation point are Customers responsibility. If Customer requests a technician visit for a problem that Qwest determines: (a) not to be caused by Qwest facilities or equipment on the Owest side of the demarcation point; or(b) is on Customer's side of the demarcation point, Owest will assess a separate dispatch fee. Qwest will notify Customer and obtain Customer's authorization before dispatching a technician. 6. Disclaimer of Warranties. EXCEPT FOR EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, SERVICE EXHIBIT, SERVICE DESCRIPTIONS, OR DETAILED DESCRIPTION, QWEST DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE EXHIBIT, OR DETAILED DESCRIPTION, CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICES. QCC DISCLAIMS: (A) ANY LIABILITY FOR LOSS, DAMAGE, OR INJURY TO ANY PARTY AS A RESULT OF ANY CPE;AND(B)ALL WARRANTIES FOR CPE. 7. Limitation of Liability. OMR#O55278(QLAGESZ) Page 1 Copyright©Qwest.All Rights Reserved CONFIDENTIAL v1.060208 01e08-/F 75 QWEST LOYAL ADVANTAGE®AGREEMENT 7.1 NEITHER PARTY, ITS AFFILIATES, AGENTS, OR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED. WITH REGARD TO ANY SERVICE RELATED CLAIM BY CUSTOMER FOR DAMAGES THAT IS NOT LIMITED BY THE PRECEDING SENTENCE, CUSTOMER'S EXCLUSIVE REMEDIES FOR SUCH CLAIM WILL BE LIMITED TO: (A) THOSE REMEDIES SET FORTH IN THE APPLICABLE SERVICE LEVEL AGREEMENT; OR (B) IF NO SERVICE LEVEL AGREEMENT EXISTS, THE TOTAL MRCs OR USAGE CHARGES PAID BY CUSTOMER TO QCC FOR THE AFFECTED SERVICE IN THE ONE MONTH IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM. EACH PARTY'S TOTAL AGGREGATE LIABILITY RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL MRCs AND USAGE CHARGES PAID BY CUSTOMER TO QCC UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM ("DAMAGE CAP"). This limitation of liability and Damage Cap will not apply to a party's obligations under the Responsibilities Section below or Customer's payment obligation for charges under this Agreement (e.g., Service charges, Taxes, interest, Early Termination Charges, and Cancellation Charges). 7.2 Any claim relating to this Agreement must be brought within two years after the claim arises. 8. Personal Injury, Death, and Property Damage. To the extent permitted under law, each party will be responsible to the other party for the actual, physical damages directly caused by its negligent acts or omissions in the course of its performance under this Agreement, limited to damages resulting from personal injury or death to a party's employees and loss or damage to a party's personal tangible property. Damages under this Section will be subject to the limitation of liability in this Agreement but not the Damage Cap. 9. Responsibilities. To the extent permitted under law, each party agrees to be responsible to the other party, its Affiliates,agents, and contractors against all third party claims, liabilities, costs, and expenses, including reasonable attorneys' fees, involving personal injury or death to persons or loss or damage to personal tangible property resulting from the gross negligence or willful misconduct of the responsible party. To the extent permitted under law, Customer also agrees to be responsible for all third party claims, liabilities, costs, and expenses, including reasonable attomeys' fees against QCC, its Affiliates, and contractors, related to the modification or resale of the Services by Customer or End Users, or any AUP violation. 10. Termination. 10.1 Service; Service Exhibit. Either party may terminate an individual Service or a Service Exhibit: (a) in accordance with the individual Service Exhibit's term requirements with 60 days' prior written notice to the other party; or (b) for Cause. If Service or a Service Exhibit is terminated by Customer for any reason other than for Cause or by Qwest for Cause, then Customer will pay Cancellation Charges, if any, under the terms of the Service Exhibit. Customer will remain liable for charges accrued but unpaid as of the termination date. 10.2 Agreement. Either party may terminate this Agreement and all Service by: (a) providing written notice to the other party of its intention not to renew the Agreement at least 60 days prior to the expiration of the then current Term; or(b) for Cause. If Customer terminates this Agreement for Service-related claims, Cause to terminate an individual Service Exhibit will not constitute Cause to terminate this Agreement; rather, Cause to terminate the entire Agreement for Service-related claims will exist only if Customer has Cause to terminate all or substantially all of the Services under the applicable service level agreement, Service Exhibit, or Tariff. If Customer terminates this Agreement for Convenience or QCC terminates it for Cause prior to the conclusion of the Term, then Customer will pay the higher of: (c)the TGB125000ination Charge; or(d) the total Cancellation Charges that apply for terminating all QCC Service at the time the Agreement is terminated. 11. CPNI. Qwest is required by law to treat CPNI confidentially. Customer agrees that Qwest may share CPNI within its business operations (e.g., wireless, local, long distance, and broadband services divisions), and with businesses acting on Qwest's behalf, to determine if Customer could benefit from the wide variety of Qwest products and services, and in its marketing and sales activities. Customer may withdraw its authorization at any time by informing Qwest in writing. Customer's decision regarding Qwest's use of CPNI will not affect the quality of service Qwest provides Customer. 12. Confidentiality; Publicity. Except to the extent required by an open records act or similar law, neither party will,without the prior written consent of the other party: (a) disclose any of the terms of, this Agreement or use the name or marks of the other party or its Affiliates; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the other's Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. Qwest's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the disclosing party gives the non-disclosing party reasonable prior written notice. 13. Dispute Resolution; Governing Law. The parties shall attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or related to this Agreement. Either party may initiate negotiations by providing a written notice to the other party setting forth the dispute and the relief requested. If the parties are unable to resolve such dispute within a reasonable period of time, either party may commence a civil action in a court of competent jurisdiction located, at the option of the moving party, in either: (a) the place of business of the other party, as indicated in the address to which required notices must be sent; or (b) in Denver, OMR#Q55278(QLAGESZ) Page 2 Copyright©Qwest.All Rights Reserved CONFIDENTIAL v1.060208 QWEST LOYAL ADVANTAGE®AGREEMENT Colorado. To the extent the Communications Act of 1934 does not govern, this Agreement shall be governed by the laws of the State in which the Customer's principal office is located without regard to its choice of law principles. Notwithstanding the above, any action by QCC to collect payment for services may be commenced in Denver, Colorado. Each party hereby expressly waives its right to a trial by jury and consents to the jurisdiction of such courts for the purposes described in this Section. Such court shall not award any indirect, incidental, special, reliance, punitive, or consequential damages, including damages for lost profits. Each party shall bear the cost of preparing and presenting its own claims and/or defenses(including its own attorneys'fees). 14. 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, including but not limited to applying for Universal Service Fund Discounts as described in the Federal Communications Commission Docket No. 96-45; (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 QCC), Customer may terminate this Agreement without incurring an Early Termination Charge or Cancellation Charges by giving QCC not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available kinds, Customer will remit all amounts due and all costs reasonably incurred by QCC through the date of termination. 15. Notices. 15.1 Required Notices. Customer's current address, facsimile number, and person designated for notices are: . Unless otherwise provided herein, all required notices to QCC must be in writing, sent to 1801 California St., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Legal Dep't., and to Customer at its then current address as reflected in QCC's records; Attn.: General Counsel or other person designated for notices. Unless otherwise provided herein or in a Service Exhibit, all notices will be deemed given: (i)when delivered in person to the recipient named above; (ii) three business days after mailed via regular U.S. Mail; (iii)when delivered via overnight courier mail;or(iv)when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 15.2 Service Termination Notices. Customer's notice of termination for QCC Services must be sent via mail, facsimile or e-mail to: Qwest, Attn.: Dublin Service Center, GBM Disconnects, 4650 Lakehurst, 2nd Floor Disconnect Center, Dublin, OH 43017, FAX: 866.887.6633, e-mail: GBMdisconnects(Wowest.com. Such termination will be effective 30 days after QCC's receipt of the notice, unless a longer period is otherwise required. For Services under the Select Advantage Service Exhibit, Customer must call the customer care number specified on Customer's invoice to provide notice of termination. 16. Assignment. Either party may assign this Agreement without the other party's prior written consent: (a) in connection with the sale of all or substantially all of its assets; (b)to the surviving entity in any merger or consolidation; (c)to an Affiliate; or(d)to satisfy a regulatory requirement imposed upon a party by a governmental body with appropriate authority; provided such party gives the other party 30 days' prior written notice of such assignment. Any assignee of the Customer must have a financial standing and creditworthiness equal to or better than Customer's, as reasonably determined by Qwest, through a generally accepted, third party credit rating index(i.e. D&B, S&P,etc.). Any other assignment will require the prior written consent of the other party. 17. General. This Agreement is intended solely for QCC and Customer, and not the benefit of any other person or entity(e.g., End Users). If any term of this Agreement is held unenforceable, such term will be construed as nearly as possible to reflect the original intent of the parties and the remaining terms will remain in effect. Except for time requirements as specifically stated in a Service Exhibit or SLA, neither party's failure to insist upon strict performance of any provision of this Agreement will be construed as a waiver of any of its rights hereunder. All terms of this Agreement that should by their nature survive the termination of this Agreement will so survive. In the event of a conflict in any term of any documents that govern the provision of Services hereunder, the following order of precedence will apply in descending order of control: a Service Exhibit, this Agreement, and any Order Form. If Services are provided pursuant to a Tariff or RSS, 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,and Order Form. Certain Service Exhibits may contain terms that vary considerably from the terms set forth in this Agreement. Neither party will be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by a Force Majeure Event. Except for Service modifications initiated by QCC or as set forth in a Service Exhibit, all amendments to this Agreement must be in writing and signed by the parties' authorized representatives. Each party reserves the right at any time to reject any handwritten change to this Agreement. Customer represents that its full legal name is accurately stated, the person signing this Agreement is duly authorized to do so, and the execution of this Agreement is not in conflict with any laws, charters, bylaws, articles of association, or agreements to which Customer is bound or affected. Qwest may act in reliance upon any instruction or signature reasonably believed by Qwest to be genuine. 18. Entire Agreement. This Agreement, any applicable Service Exhibit, Detailed Description, Service Descriptions, and Qwest- accepted Order Forms constitute the entire agreement between Customer and QCC and supersede all prior oral or written agreements or understandings relating to this subject matter. 19. Definitions. "Affiliate"means any entity controlled by,controlling,or under common control with a party. OMR#Q55278(QLAGESZ) Page 3 Copyright©Qwest.All Rights Reserved CONFIDENTIAL v1.060208 QWEST LOYAL ADVANTAGE®AGREEMENT "AUP"means the Qwest Acceptable Use Policy,which is posted at http://www.awest.com/legal/, including all future revisions. "Cancellation Charge" means: (a)charges that apply if a QCC Service is canceled for Convenience before its minimum service period described in the Service Exhibit expires; (b)charges incurred by QCC from a third party provider as a result of an early termination for Convenience; and(c)Termination Charges as set forth in the Qwest Select Advantage Service Exhibit. "Cause" means the failure of a party to perform a material obligation under this Agreement, which failure is not remedied: (a)for payment defaults by Customer, within five days of separate written notice from QCC of such default; or (b) for any other material breach,within 30 days of written notice(unless a different notice period is specified in this Agreement). "Confidential Information" means any information that is not generally available to the public,whether of a technical, business, or other nature, (including Customer information or CPNI), and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; and/or(b) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect such information against unrestricted disclosure. Confidential Information will not include information that is in the public domain through no breach of this Agreement by the receiving party or is already known or is independently developed by the receiving party. "Convenience"means any reason other than Cause. "CPE"means any customer equipment, software, and/or other materials of Customer used in connection with the Service. "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 customer's 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 customer's name,address, or telephone number. "Detailed Description"is defined in the Select Advantage Service Exhibit. "Early Termination Charge" means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. "End User" means Customer's members, end users, customers, or any other third parties who use or access the Services or the QCC network via the Services. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire, flood, labor strike, sabotage, cable cut not caused by QCC, acts of terror, material shortages or unavailability, government laws or regulations,war or civil disorder,or failures of suppliers of goods and services. "MRC" means monthly recurring charges. "NRC" means nonrecurring charges. "Order Form" includes both order request forms and quotes issued by QCC. If a QCC service requires a quote to validate the Order Form pricing,the quote will take precedence over the order request form, but not over the Service Exhibit. "Regulatory Activity" is a regulation or ruling, including modifications thereto, by any regulatory agency, legislative body or court of competent jurisdiction. Qwest reserves the right to amend, change, withdraw or file additional Tariffs or RSS in its sole discretion, with such updated Tariffs or RSS effective upon posting or upon fulfillment of any necessary regulatory requirements. "RSS" means as applicable: QCC's Rates and Services Schedule posted at www.awest.com/legal and other rate and term schedules, incorporated by this reference. "Service Descriptions"is defined in the Managed Applications Service Exhibit. "State"means one of the 50 states of the United States or the District of Columbia. "Tariff' includes as applicable:QCC state tariffs, price lists, price schedules, administrative guidelines,catalogs, and rate and term schedules, incorporated by this reference. "Taxes"means foreign,federal, state,and local excise,gross receipts, sales, privilege, or other tax(other than net income)now or in the future imposed by any govemmental entity(whether such Taxes are assessed by a governmental authority directly upon QCC or the Customer)attributable or measured by the sale price or transaction amount,or surcharges,fees, and other similar charges,which are required or permitted to be assessed on the Customer. OMR#Q55278(QLAGESZ) Page 4 Copyright©Qwest.All Rights Reserved CONFIDENTIAL v1.060208 QWEST LOYAL ADVANTAGETM AGREEMENT DOMESTIC QWEST IQ NETWORKING®SERVICE EXHIBIT 1. General; Definitions. Capitalized terms not defined herein are defined in the Agreement. Qwest will provide Domestic Qwest iQ Networking service("Service")under the terms of the Agreement and this Service Exhibit. "Mail Bagging"is the process of storing e-mails for later delivery when Customer's primary mail server is unavailable. "Pricing Attachment"means a document containing rates specific to the Service and is incorporated by reference and made a part of this Service Exhibit. "SLA" means the service level agreement specific to the Service, located at http://www.uwest.com/legal/,which is subject to change. "Start of Service Date"means the date Qwest notifies Customer that the Service is provisioned and ready for use. 2. Service. 2.1 Description. Service is a data and IP solution that is designed for private communications between Customer's sites or public (dedicated) Internet connectivity. Service includes ports and features and the rate of data transmission and features will vary depending upon the specific type of port ("Port") ordered. Service is subject to the Qwest iQ Networking SLA, which provides Customer's sole remedy for any service interruptions or deficiencies. Qwest reserves the right to amend the SLA effective upon posting to the website or other notice to Customer. Unless the parties otherwise agree in writing, Customer has sole responsibility for ordering, securing installation and ensuring proper operation of any and all equipment required to enable Customer to receive the Service. For purposes of this Service Exhibit, "Order Form" means an electronic order confirmation process utilizing an architecture confirmation document ("ACD") that Customer and Qwest mutually agree to prior to submitting a Service order request. Each ACD must be approved by Qwest and sent via e-mail or fax to a Qwest Order Engineering Center. Subject to availability, Qwest will use commercially reasonable efforts to secure domain names and assign Internet address space for the benefit of Customer during the term. Neither Customer nor any End Users will own or route these addresses. Qwest owns all such IP addresses and, upon termination of Service, Customer's access to the IP addresses will cease. 2.2 Ports and Features. Ports are available in a variety of speeds, ranging from 56 Kbps to 2.4 Gbps, and in three unique Port types. Different features are included within each Port type. The local access connection between a Customer location and a Port is provided pursuant to the Local Access Service Exhibit.The three Port types are: (a) Internet Port. Internet Ports provide Customer locations with connectivity to the Internet. If Customer is using frame relay access to an Internet Port, Customer is permitted to burst beyond the applicable Committed Information Rate ("CIR") to full Port speed based upon bandwidth availability. (b) Private Port. Private Ports provide WAN connectivity between Customer locations. Customer may allocate traffic to point-to-point layer 2 connections or layer 3 MPLS services with template-based Quality of Service ("QoS") traffic prioritization (QoS feature description is available upon request). Private Ports may have traffic allocated to a maximum of five different point-to-point layer 2 connections, or layer 3 MPLS Closed User Groups("CUGs"). Notwithstanding the foregoing, Customer may have up to 10 Ports within the network used by Qwest iQ Networking service that exceed this maximum, provided that the number of connections/CUGs for those Ports does not exceed the number of Ports in the network, and Customer has obtained the prior consent of Qwest. (c) Enhanced Port. Enhanced Ports provide all of the functionality of both an Internet Port and a Private Port in a consolidated communications solution. Enhanced Ports may have traffic allocated to a maximum of five different point-to-point layer 2 connections, layer 3 MPLS CUGs, or an Internet Gateway. Notwithstanding the foregoing, Customer may have up to 10 Ports within the network used by Qwest iQ Networking service that exceed this maximum, provided that the number of connections/CUGs for those Ports does not exceed the number of locations in the network, and Customer has obtained the prior consent of Qwest. (i) Secure IP Gateway. Secure IP Gateway ("SIG") is an optional feature that is available with Qwest iQ Networking Enhanced Ports. Secure IP Gateway brings more functionally to Qwest iQ Networking Enhanced Port(s) by adding a network-based firewall feature. SIG diverts Internet traffic from Customer's private network to a location on the Qwest IP MPLS network and enforces Customer-defined NAT policies and firewall rule sets. Qwest makes no warranty, guarantee, or representation, express or implied, that all security threats and vulnerabilities will be detected or that the performance of the Services will render Customer's systems invulnerable to security breaches. Customer is responsible for Customer's own network security policy verification(including applicable firewall rules and NAT policies) and security response procedures. Qwest requires that all end-points in Customer's CUG must have SIG activated on each Enhanced Port. An additional SIG activation NRC applies to each Enhanced Port. 2.3 Mail Bagging. Customer may order Mail Bagging in connection with Internet Ports. Mail Bagging automatically attempts to send any stored e-mails to Customer for up to 72 hours, after which the stored e-mail will be deleted. Mail Bagging is provided on a month to month basis and either party may cancel the service with 30 days written notice to the other party. Mail Bagging is not subject to the SLA. Qwest reserves the right to modify the Mail Bagging service, including without limitation, rates and charges, upon 30 calendar days prior notice to Customer. 2.4 End to End Performance Reports. Customer may order End to End Performance Reports in connection with Private Ports and the Private Port functionality of Enhanced Ports.The End to End Performance Report feature collects data from Customer's traffic within its CUGs and measures availability,jitter, latency, and packet delivery between Customers edge routers. End to End Performance Reports are provided on a month-to-month basis and either party may cancel this service with 30 days'written notice to the other party. If Customer OMR#Q55278(QLAGESZ) Page 5 Copyright©Qwest.All Rights Reserved. CONFIDENTIAL v1.061008 • QWEST LOYAL ADVANTAGE"' AGREEMENT DOMESTIC QWEST IQ NETWORKING®SERVICE EXHIBIT chooses to order End to End Performance Reports, Customer must order it for all of its Private Ports and/or Enhanced Ports, and Customer agrees to include Qwest as a member of each CUG. Qwest will provide monthly reports to Customer in the Qwest Control® portal. The data contained in the End to End Performance Reports is measured differently than the goals contained in the SLA. This data is for informational purposes only and will not entitle Customer to any SLA credits. 3. Term; Cancellation. This Service Exhibit will commence upon the Effective Date of the Agreement(or, if applicable,an amendment to the Agreement if this Service Exhibit is added to the Agreement after its Effective Date)and will remain in effect until canceled. Either party may cancel this Service Exhibit with at least 60 days prior written notice to the other party. For any Port that does not remain installed for 12 months from the Start of Service Date, Customer will pay to Qwest a Cancellation Charge equal to the standard NRC rate applicable to that Port unless the Port is canceled by Customer for Cause. 4. Charges. 4.1 Port Pricing. Customer may order multiple Ports with multiple pricing methodologies in accordance with the pricing methodologies set forth below. Customer may not change the pricing methodology(e.g., from Flat Rate to Precise Burstable)of a Port. Customer may: (a) upgrade a Port to a higher bandwidth within the same pricing methodology (e.g., from a DS1 to a DS3); or (b) upgrade a Port type to a higher Port type (e.g., from an Internet Port to a Private Port or an Enhanced Port)without incurring an early Cancellation Charge for the canceled Port. All upgraded Ports must remain installed for a minimum of 12 months from the date of the upgrade. If the upgraded Port does not remain installed for 12 months from the date of the upgrade, Customer will pay to Qwest a Cancellation Charge equal to the standard NRC rate applicable to the upgraded Port. In some cases an upgrade to a Port may trigger a Local Access charge under the Local Access Service Exhibit. Customer is obligated to pay all applicable MRCs and NRCs set forth in the Pricing Attachment. Charges will commence within five days of the Start of Service Date. The rates set forth in the Pricing Attachment do not include any costs associated with local access or CPE, all of which are additional. 4.2 Pricing Methodologies. Customer understands that it cannot order international Service pursuant to this Service Exhibit. If Customer wishes to order any such international Services, Customer must execute a separate Service Exhibit. (a) Flat Rate. The Flat Rate pricing methodology bills Customer a fixed MRC regardless of Customer's actual bandwidth utilization. (b) Tiered. The Tiered pricing methodology caps Customer's bandwidth at the tier specified on an Order Form and bills the Customer a fixed MRC based on that bandwidth tier regardless of Customer's actual bandwidth utilization. No more than once per month, Customer may change its specific bandwidth tier(e.g., 192 Kbps to 384 Kbps, 384 Kbps to 256 Kbps)within the applicable Port classification (e.g., DS1, DS3), provided that Customer may not change its bandwidth from one Port classification to another(e.g., DS1 to DS3). (c) Precise Burstable. Usage samples are taken every five minutes throughout the Customer's monthly billing cycle. Only one sample is captured for each five-minute period, even though there are actually two samples taken; one for inbound utilization and one for outbound utilization. The higher of these two figures is retained. At the end of the billing period, the samples are ordered from highest to lowest. The result is a database of over 8,000 samples. The top 5% of the samples (representing the top 5% of usage levels)are discarded.The highest remaining sample is used to calculate the usage level. This is the 95th percentile of peak usage. For each Precise Burstable Port ordered hereunder, Customer will pay an MRC calculated by multiplying Customer's 95th percentile of peak usage in a given month by the applicable MRC per Mbps.Within each Precise Burstable Port classification (e.g., DS1, DS3), Customer will be subject to the minimum usage amount set forth in the column heading of the applicable Precise Burstable pricing table("Precise Burstable Minimum"). Customer will be billed the greater of the Precise Burstable Minimum or the actual charges based upon its 95e percentile of peak usage. Precise Burstable pricing is only available if Customer's premises-based router uses HDLC, PPP, or MLPPP line encapsulation. (d) Data Transfer. Usage samples are taken every five minutes throughout the Customers monthly billing cycle. Samples are taken for both in-bound utilization and out-bound utilization. Customer will be billed for the sum total of both inbound and outbound utilization. Charges are applied using a stepped or"metered" methodology such that Customer's traffic will be billed incrementally at each volume tier. For example, if Customer's total volume on a DS1 circuit is 10 GB, the first 7 GB of such total would be billed at the 0-7 GB tier, and the remaining 3 GB would be billed at the 7.01-17 GB tier. For each Data Transfer Port ordered hereunder, Customer will pay an MRC calculated by multiplying Customer's volume of data transferred in a given month (in GBs)by the applicable MRC per GB. Within each Data Transfer Port classification(e.g., DS1, DS3), Customer will be subject to the minimum usage amount set forth in the column heading of the applicable Data Transfer pricing table ("Data Transfer Minimum"). Customer will be billed the greater of the Data Transfer Minimum or the actual charges based upon its actual volume of data transferred. Data Transfer pricing is only available if Customer's premises-based router uses HDLC, PPP,or MLPPP line encapsulation. 5. AUP. All use of the Services will comply with the AUP, posted at http://www.awest.com/legal/and incorporated by reference into this Service Exhibit. Qwest may reasonably modify the AUP to ensure compliance with applicable laws and regulations and to protect Qwest's network and customers, and such change will be effective upon posting to the website. Any changes to the AUP will be consistent with the purpose of the AUP to encourage responsible use of Qwest's networks,systems,services,web sites,and products. OMR#Q55278(QLAGESZ) Page 6 Copyright©Qwest.All Rights Reserved. CONFIDENTIAL v1.061008 QWEST LOYAL ADVANTAGETM AGREEMENT DOMESTIC QWEST IQ NETWORKING®SERVICE EXHIBIT PRICING ATTACHMENT 1. Port Pricing Tables. Pricing for Internet Ports is affected if access to the Port is over frame relay ("FR Access"). Pricing for Private Port and Enhanced Ports does not change depending on which type of access to the Port is used. Some Port types or Port speeds may not be available in all areas or with certain types of access. 1.1 Tiered Pricing. Internet Port Other Access Tiered Ethernet NRC FR Access , MRC (10 Mbps) (each) MRC (each) 10 Mbps $1,000.00 N/A $968.00 1.1.1 NRC Waiver. Qwest NRCs specified above are waived so long as such Service ordered hereunder and subject to this waiver remains installed and used by Customer for at least twelve (12) consecutive months ("Minimum Waiver Term"). If this Agreement or any Service subject to this waiver is terminated or cancelled prior to the conclusion of the Minimum Waiver Term for reasons other than a default by Qwest, Customer shall be required, within thirty(30)days of such termination to repay(in addition to any applicable early termination fees set forth in the Agreement)the amount of the applicable Qwest NRC(s)waived pursuant to this section. OMR#O55278(QLAGESZ) Page 7 Copyright©Qwest.All Rights Reserved. CONFIDENTIAL v1.061008 ()WEST LOYAL ADVANTAGE'''.AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 1. General; Definitions. Capitalized terms not defined herein are defined in the Agreement. Qwest will provide Local Access Service("Service")under the terms of the Agreement,the RSS, and this Service Exhibit. "ATM Local Access" means Leased Access using ATM technology. ATM Local Access is available in bandwidths of DS1, DS3, OC3, and OC12. "CO Meet Point" means Leased Access (Special Access only) at a third party local access provider Central Office ("CO") when Customer has a dedicated connection to the CO. "Collocation" means Customer has leased space in a QPOP, a remote collocation site, or a collocation hotel per a Qwest Collocation Agreement. "Construction" means the special construction required to extend Service to a Customer-requested Demarcation Point not covered by Extended Wiring or other activities that may cause Qwest to incur expenses in connection with provisioning the Service. "Cross-Connect" means an intra-POP connection between certain Customer facilities with direct access (via collocation or direct connect) to the Qwest Domestic Network (either located within Qwest's transport area or Qwest's collocation area) and the Qwest backbone access point. "Customer Provided Access" or"CPA"means local access that Customer orders from a third party local access provider to connect the Customer premises to the Qwest Domestic Network at a Demarcation Point specified by Qwest. "Demarcation Point" means: (a) the physical interface between the Qwest Domestic Network and the Customer telecommunications equipment; or (b) the physical interface between a third party carrier connecting the Qwest Domestic Network to the Customer's telecommunications equipment. "Direct Connect" means Qwest in its sole discretion allows Customer to bring its own fiber directly to the Qwest fiber per a valid Direct Connect Agreement. "DSL Local Access" means Qwest Provided Access using Digital Subscriber Line("DSL")technology. DSL Local Access is available at bandwidths varying from 128 kbps/64 kbps to 12.280 Mpbs/1.024 Mbps. "Estimated Availability Date"means Qwest's target date for the delivery of Service. "Ethernet Local Access" means Qwest Provided Access or Customer Provided Access using Ethernet technology. Ethernet Local Access is available at bandwidths varying from 1 Mbps to 1,000 Mbps(1G). "Extended Wiring" means additional wiring required for orders where the Customer Demarcation Point is not located in the same location as the Qwest assigned Demarcation Point. "Frame Local Access" means Leased Access using Frame Relay technology. Frame Local Access is available at bandwidths varying from 56 kbps to 44,736 kbps. "Local Loop Move" applies when the Customer requests that Qwest move a circuit to a different Service Address that is not within the same Customer serving wire center as the existing circuit. A Local Loop Move will be deemed a disconnect of the current circuit and a new install of a new circuit. "Leased Access" means local backbone access circuits ordered and leased by Qwest from another carrier(specific carrier chosen is at the discretion of Qwest). "Net Rate" is in lieu of all other rates,discounts, and promotions. "On-Net Access" means local backbone access circuits provided solely on Qwest owned and operated facilities. "Qwest Domestic Network"means the Qwest interexchange network or backbone located within the contiguous U.S.states and Hawaii, which is comprised only of physical media, including switches, circuits, and/or ports that are operated by Qwest. "QPOP" means a Qwest-owned physical point of presence that lies directly on the Qwest Domestic Network where direct interconnection between the Qwest Domestic Network and a third party local access provider's network is possible. "Qwest Provided Access"means either Leased Access or On-Net Access. "Service Address" means the building where Customer receives the Service. Only a building that is classified by Qwest as a business address can be a Service Address. "Special Access" means Qwest Provided Access or Customer Provided Access using Digital Signal bandwidths DSO (Leased Access only), DS1,and DS3 or Optical Carrier signal bandwidths OC3, OC12, OC48,and OC192. "Start of Service Date" means the earliest to occur of: (a) the date on which Customer begins to utilize the Service; or(b) five days following the date on which Service is made available for use by Customer unless Customer notifies Qwest before this date that the Service or the Qwest interexchange carrier service or IP service on the Qwest Domestic Network("Dedicated Service")associated with the Service does not meet the applicable performance specifications, if any. If Customer notifies Qwest that the Service or the associated Dedicated Service fails to meet the performance specifications, Qwest will use reasonable efforts to remedy that failure and will provide an updated Estimated Availability Date. "Wavelength Local Access" means Qwest Provided Access or Customer Provided Access using wave division multiplexing technology available in bandwidths of 1G,2.5G and 10O. OMR#Q55278(QLAGESZ) Page 8 Copyright©Qwest.All Rights Reserved. CONFIDENTIAL v1.061008 QWEST LOYAL ADVANTAGE"' AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 2. Service Description and Availability. 2.1 Types of Service. Qwest provides three types of Qwest Local Access Service: (a) Qwest Provided Access. May be either Leased Access or On-Net Access. Leased Access is generally available as Special Access, Ethernet Local Access, Wavelength Local Access, ATM Local Access, Frame Local Access, and DSL Local Access at the bandwidths listed in the definitions for those access types. Leased Access is also generally available as CO Meet Point. Customer may request a specific local access provider for Leased Access and Qwest will attempt to use the requested provider, but both final routing and the local access carrier used will be at Qwest's sole discretion. On-Net Access is generally available as Special Access, Ethernet Local Access,and Wavelength Local Access. (b) Customer Provided Access. Customer will pay a CPA charge to Qwest when using: (i)Special Access CPA dedicated facilities or Ethernet Local Access CPA VLAN, both of which are dedicated entrance facilities Qwest leases from a third party local access provider; or(ii) Ethernet Local CPA POP,which requires Qwest to provide space and power for the third party local access provider to install Ethernet equipment; or(iii)Wavelength Local Access. The CPA will be the responsibility of the customer and Qwest will not pay for or troubleshoot components of the CPA. VLAN means virtual local area network which is the Qwest assignment for Customer's Internet service on Qwest's network. (c) Cross-Connect Services. Customer must have an in effect Telecommunications Collocation License Agreement or an in effect Direct Connect Agreement with Qwest to receive Cross-Connects. All Direct Connects require: (i) splicing of Customer and Qwest fibers;(ii)cross-connection of individual circuits; and(iii)an executed Direct Connect Agreement. 2.2 Types of Service Technologies. Qwest uses the following six different technologies to provide Service. Some technologies or speeds may not be available in all areas or with certain types of Service. Some technologies or speeds may not be available in all areas or with certain types of Service. (a) Special Access. Special Access at the DS-0 bandwidth is not available as On-Net Access and is only available as Leased Access. (b) Ethernet Local Access. Installation and capacity of the Ethernet Local Access service are on a commercially reasonable basis. Construction requirements may cause long installation intervals. Similarly, distance and the availability of Ethernet-supported facilities from the carrier may limit capacity. (c) Frame Local Access. (d) ATM Local Access. (e) Wavelength Local Access. (f) DSL Local Access. Installation and capacity of the DSL Local Access service are on a commercially reasonable basis. Customer may experience delayed installation intervals due to special construction requirements and capacity may be limited due to distance and available DSL-supported facilities from the carrier. 2.3 The Service provides the physical connection between the Service Address and the Qwest Domestic Network. The Service includes any entrance cable or drop wire to that point where provision is made for termination of Qwest's outside distribution network facilities at a suitable location at a Customer designated Service Address and will be installed by Qwest to such point of termination. The Service will extend to and include the equipment maintained by Qwest at the termination point of the local loop at the applicable Service Address(i.e., Demarcation Point)but will not include CPE, Extended Wiring, inside wiring, or other equipment not maintained by Qwest at a Service Address. All equipment owned by Qwest will remain the sole property of Qwest, and Customer expressly disclaims any right, title, or interest in or to any Qwest equipment or property, or in that of any of Qwest's affiliates, Customers, agents, or licensees located within the QPOP or elsewhere. Any additional terminations beyond the Demarcation Point are the sole responsibility of Customer. Under no circumstances will Qwest provide Service to a residential address, even if business is conducted at such residential location. Service is not a standalone service; Customer must purchase the Service in connection with a Qwest service for which a local loop is required. On-Net Access is subject to the On-Net Service Level Agreement located at htto://www.owest.com/legal/, which is subject to change. 2.4 RSS. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Term, more than 10%of its usage will be interstate usage. 2.5 Ordering. Upon acceptance of an Order Form, Qwest will notify Customer of the Estimated Availability Date of each Service. Once Qwest notifies Customer of the Estimated Availability Date for Service,Cancellation Charges set forth in the Cancellation section below will apply to any cancellation of the order. Qwest will use commercially reasonable efforts to install each such Service on or before the Estimated Availability Date, but the inability of Qwest to deliver Service by such date will not be a default under the Agreement or this Exhibit. OMR#Q55278(QLAGESZ) Page 9 Copyright©Qwest.All Rights Reserved. CONFIDENTIAL v1.061008 QWEST LOYAL ADVANTAGE"' AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 2.6 Monitoring for Frame Local Access. When providing Frame Local Access, Customer has the option to have Qwest monitor the Service for performance and up/down stats via a management PVC. By ordering Frame Local Access with monitoring, Customer agrees to provide Qwest with access to the serial interface of Customer's CPE to allow Qwest to monitor the availability of Frame Local Access. By ordering Frame Local Access without monitoring, Customer understands that Qwest will not monitor the availability of Frame Local Access. 3. Term; Cancellation. 3.1 Term. The term of any Service begins on the Start of Service Date and continues for the number of months specified in the Qwest-accepted Service Order Form, including any month-to-month continuation (the "Service Term"), which in no event will be less than 12 months from the Start of Service Date("Minimum Service Term"). Upon expiration of the Minimum Service Term, the Service will automatically renew for the same Term as the Agreement. Qwest may change rates at any time after the Minimum Service Term, but will not change rates more than once during a renewal term. 3.2 Cancellation. (a) Leased Access and On-Net Access—Cancellation Before the Start of Service Date. If Customer cancels Leased Access and/or On-Net Access for which no Construction by Qwest is necessary before the Start of Service Date, Customer will pay the Cancellation Charge identified below, based on the bandwidth of the canceled Leased Access and/or On-Net Access Service. If before the Start of Service Date, Customer cancels an On-Net Access or Leased Access circuit for which Customer accepted a Construction fee, Customer will pay: (i) the cancellation fee identified below based on the bandwidth of the On-Net Access or Leased Access Service canceled; (ii) Construction charges; and (Hi) any Qwest-incurred cost to provide the Service. But if Qwest notifies Customer that Construction is required to provision Service and Customer cancels Service on that particular circuit because Customer does not approve such Construction, Qwest will not charge a Cancellation Charge for canceling Service on that particular circuit. Leased Access and On-Net Service Bandwidtht Before Start of Service Date Cancellation Fee DSO (Leased Access only), DS1, DSL Local Access speeds up through 1.536 Mbps/1.024 Mbps, Frame $150 NRC Local Access speeds up to 1.5 Mbps; Ethernet Local Access speeds up to 5 Mbps DS3, OCn, Local Access speeds greater than 1.536 Mbps/1.024 Mbps, Frame Local Access speeds greater $500 NRC than 1.5 Mbps; Ethemet Local Access speeds greater than 5 Mbps,all Wavelength Local Access speeds tlncludes all types of Service Technology unless otherwise noted. (b) All Access Types—Cancellation After Start of Service Date. If this Exhibit or a particular Service, including circuit that is part of a Local Loop Move, is canceled for reasons other than by Customer for Cause, before the conclusion of the Minimum Service Term of the Service, Customer will pay: (i)all accrued and unpaid charges for the canceled Service provided through the effective date of such cancellation; (ii)the amount of any nonrecurring charges that Qwest discounted or waived; (iii)all installation or Construction costs and expenses incurred by Qwest to install such Service, if applicable; and(iv)a Cancellation Charge. The Cancellation Charge: (v)for circuits not requiring Construction is: A. 100% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the first 12 months of the Minimum Service Term, if any, for the canceled Service; plus B. 35% of the balance of the MRCs that otherwise would have become due for the unexpired portion, if any, of the applicable Minimum Service Term beyond the first 12 months; or (vi) for Circuits requiring Construction, 100% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the Minimum Service Term. (c) Upgrades for Qwest Provided Access Service. Notwithstanding anything to the contrary in this Cancellation section and subject to availability, Customer will not be required to pay Cancellation Charges when Customer upgrades existing Qwest Provided Access (the "Existing QPA Service")with new Qwest Provided Access Service along the same physical route and at a higher Service speed (the "Upgraded QPA Service"), but Customer must pay for Construction or other third-party charges related to the Existing QPA Service, if any, not paid previously by Customer. The Upgraded QPA Service will have a new Minimum Service Term beginning on the date of installation. (d) Customer Provided Access—Cancellation of Connectivity after Start of Service Date. To cancel CPA, Customer must provide Qwest with a written Disconnect Firm Order Confirmation ("DFOC") notice from Customer's CPA provider along with notice to cancel the CPA. If Customer fails to provide Qwest with the DFOC notice within 30 calendar days of Qwest's receipt of the notice to cancel the CPA, or if Qwest disconnects Customer for nonpayment or material breach of the Agreement or this Service Exhibit, then Qwest may disconnect the CPA or require the CPA provider to do so. Customer will remain liable for all applicable MRCs and charges for the connectivity to CPA (even if Customer cannot use the CPA) until: (i)Customer furnishes the required DFOC to Qwest; or (ii)either party cancels the associated CPA with the CPA provider. 4. Charges. Customer will pay the Net Rates and install NRCs set forth in the Pricing Attachment, including all applicable ancillary service charges. The Net Rates, including ancillary charges, will not be used to calculate Contributory Charges. If during the provisioning of Service, Qwest incurs additional NRCs for Construction, Extended Wiring, or order supplements to provide the Service, OMR#Q55278(QLAGESZ) Page 10 Copyright©Qwest.All Rights Reserved. CONFIDENTIAL v1.061008 QWEST LOYAL ADVANTAGETM AGREEMENT LOCAL ACCESS SERVICE EXHIBIT Qwest reserves the right to charge Customer for such charges. Customer will receive the rates for Service as shown on the Pricing Attachment regardless of whether an NPA/NXX split or overlay occurs. 4.1 Ancillary charges before Start of Service Date, may include, but are not limited to: (a) Construction charges may include, but are not limited to, Construction and other expenses that Qwest may incur in connection with provisioning the service(e.g., special arrangements of LEC facilities or equipment required to activate the Service). The need for Construction is at Qwest's discretion; (b) Extended Wiring is required when the Customer-requested Demarcation Point is not the same as the Qwest-assigned Demarcation Point. The Qwest Demarcation Point is typically located in the basement or on the first floor of a customer premises; (c) Local Loop order cancellation applies when the Customer cancels the order before the Start of Service Date; (d) Local Loop expedite applies to orders where Customer requests the delivery of Service one or more days before Qwest's standard interval delivery date;and (e) Multiplexing is offered at Customer's request and where available. Qwest will multiplex lower level local access circuits into a higher local access circuit, or vice-versa, for an additional charge. Qwest offers multiplexing at QPOP, at an On-Net building or at an ILEC/CLEC facility providing the Local Access network. For multiplexing at a Qwest On-Net local access facility, Qwest provides multiplexed circuit handoffs to the Customer at the same On-Net Service Address. For multiplexing at ILEC/CLEC facility, Qwest facilitates the delivery of multiplexed circuit handoffs to the customer at a single service address or at multiple service addresses per Customer's request. Multiplexing is generally available at DS1 and OCn circuit levels. The pricing is on an individual case basis. 4.2 Ancillary charges after Start of Service Date, may include, but are not limited to: (a) Local Loop change applies to orders where the Customer requests that Qwest move a circuit to a different Service Address within the same Customer serving wire center; and (b) Local Loop Move. As defined in the General; Definitions section. 4.3 Grooming. If Qwest finds it necessary to groom a circuit on which Service is provided, Qwest will provide a grooming notice to Customer. Within 30 days of receipt of that notice, Customer will either provide notice of its approval, which approval may not be unreasonably withheld, or state its reason for refusing. Customer's failure to respond within the 30-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, Qwest will issue a credit to Customer equal to the third- party NRC for each groomed circuit. If Customer refuses the groom, Qwest will, upon 30 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: (1)provide Qwest with a LOA/CFA so that Qwest can have the third-party local access provider cancel the circuit; or(2)work directly with the third-party local access provider to cancel the circuit. If Customer does neither of these things,Qwest will pass through to Customer any costs incurred from the third-party local access provider as a result of the circuit remaining in place. OMR#O55278(QLAGESZ) Page 11 Copyright©Qwest.All Rights Reserved. CONFIDENTIAL v1.061008 QWEST LOYAL ADVANTAGETM AGREEMENT LOCAL ACCESS SERVICE EXHIBIT PRICING ATTACHMENT Except as set forth in this Pricing Attachment, capitalized terms will have the definitions assigned to them in the Agreement or the Local Access Exhibit. 1. Customer will pay the MRCs and Install NRCs for the Local Access Service selected, i.e., Qwest Provided Access, Customer Provided Access, or Cross-Connect. In addition, Customer will pay all MRCs or NRCs for any supplemental Services; i.e., Construction, Extended Wiring, Local Loop Expedite, Local Loop Change Fee,or Multiplexing. 2. Subject to a valid, accurate Order Form, Customer will pay the MRCs and NRCs set forth in the below table for the particular Service at the NPA/NXX and/or Service Address listed. The MRCs and NRCs set forth below apply to new Service only and do not apply to Service ordered prior to the current Order Form date. Customer will pay any additional Construction charges that arise during provisioning of a circuit. All MRCs and NRCs set forth in the below table apply per circuit and not per Service Address. Any modifications to the NPA/NXX or Service Address listed below will render the pricing below void, and Customer will pay the revised rates for the correct NPA/NXX or Service Address. ETHERNET LOCAL ACCESS: MRC NRC—Port Location Bandwidth (each) (each) 915 10'"Street Greeley, CO 10 Mbps $924.00 $1,100.00 3. Prior to ordering additional Local Access Services which are not specified above for a specific NPA/NXX and/or Service Address, Customer and Qwest must execute a separate amendment to this Agreement. OMR#Q55278(QLAGESZ) Page 12 Copyright©Qwest.All Rights Reserved. CONFIDENTIAL v1.061008 Esther Gesick From: Stephanie Arries Sent: Monday, June 30, 2008 3:30 PM To: Esther Gesick Subject: FW: clarification on Qwest internet agreement Esther This is the information you will want for the preparation of the Reso for this Qwest contract. . . Stephanie Original Message From: Bruce Barker Sent: Monday, June 30, 2008 3:22 PM To: Stephanie Arries Subject: RE: clarification on Qwest internet agreement They are legal if they are, with penalties, fully funded upon approval by the Board. It is probably implied, but in the reso approving such an agreement, we should be stating that the agreement as written is "fully funded. " Original Message From: Stephanie Arries Sent: Monday, June 30, 2008 3 :20 PM To: Bruce Barker Subject: FW: clarification on Qwest internet agreement This telephone/internet service agreement is, apparently much like the previous one. The County got a good deal on the pricing, and the service is needed by the County, so Weld County must either accept the contract as written, or do without the services. I spoke with Sue and Kim this morning and suggested that they at least understand what the termination provisions are. The response below is what they got. This is a 3 year contract, so essentially there is no termination without the penalty. However, Kim feels that as the County is receiving more services for a smaller cost, that obligation is OK. I have a question about this, however, and that is whether these multi year contracts are actually legal, considering Tabor, and whether they could be terminated without penalty if need be?? Original Message From: Sue Quick Sent: Monday, June 30, 2008 2 :32 PM To: Kim Jerome; Stephanie Arries Subject: clarification on Qwest internet agreement Susan, If you don't keep the service for at least 12 months, Qwest bills you the NRC (non- recurring charges) in addition to any termination liability, which is 35W of the remaining term which in this case is 3 years. Let me know if this makes sense? Ted From: Sue Quick [mailto:squick@co.weld.co.us] Sent: Monday, June 30, 2008 11:08 AM To: Ted Thonus Subject: clarification 1 Ted, We need one thing clarified on the agreement. On the cancellation fee on page 6 paragraph #4 - 35% of the fee for the balance of the term, is that on the 12 month or 3 years? Thanks! Susan 2 Hello