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Home My WebLink About20201492.tiffCOI/ c -I-1 blf 70l (.Q AMENDMENT TO CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION This Amendment is between CenturyLink Communications, LLC ("CenturyLink") and WELD COUNTY - CO ("Customer"). It amends the applicable Master Service Agreement — State, Local and Education Government Agencies Version, as determined by CenturyLink records and as may have been previously amended (the "Agreement"). It is effective on the date the last party signs it (the "Amendment Effective Date"). This Amendment provides the terms and conditions applicable to Customer's purchase of products and services identified in this Amendment ("Services") from CenturyLink. Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement. CenturyLink may withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink on or before MAY 31, 2023 ("Cutoff Date"). 1. Modifications to Pricing. 1.1 The rates for the IQ NETWORKING set forth in Section 1.3 of the DOMESTIC CENTURYLINK IQ NETWORKING SERVICE EXHIBIT is amended to: (a) Add the new rates and/or locations set forth below. All existing rates and/or locations remain unchanged. Tiered Gigabit Ethernet (1000 Mbps) Private Port Net Rate MRC Install NRC 1000 Mbps $1,512.00 $0.00 10 Gigabit Ethernet Internet Port Other Access Net Rate MRC Install NRC 1000 Mbps $1,512.00 $0.00 2000 Mbps $1,952.27 $0.00 1.2 Addition to Local Access. The following will be added to the pricing table in Section 2 of the Local Access Pricing Attachment of the Agreement NPA/NXX Loop Tracking ID Service Address Type of Local Access Service Term months O. Service) Circuit Speed (If Ethernet, include if FastE or GigE at customer premise) Local Access Net Rate MRC Install NRC 970/346 915 10`h Street, Greeley, CO 80631 ELA — Native, CoS Low 36 2000 Mbps $547.73 $0.00 970/346 3105 35`h Street, Greeley, CO 80631 CPA — Wavelength Local Access, 10 GigE 36 10000 Mbps $547.73 $0.00 303/407 12500 E Arapahoe Rd., Englewood, CO 80112 ELA — Native, CoS Low 36 1000 Mbps $388.00 $0.00 *The Leased NRC Waiver described in Section 2 of the Local Access Pricing Attachment of the Agreement will apply to the circuits listed above. If Customer migrates the above circuits to DIA service during the Order Term no Early Termination Fee will apply and the MRC will remain the same. An NRC may apply if there are Capital costs to migrate the service. The Order Term for the DIA service will be co -terminus with the original IQ Networking service. 1.3 Billing Change Date. Except for Services provided by CenturyLink affiliate Level 3 Communications, LLC ("Level 3"), any changes to pricing of Customer's existing Services will be effective on the second full billing cycle following the Amendment Effective Date ("Billing Change Date.") See the Level 3 Order for pricing and price changes for Level 3 Services. 2. Miscellaneous. All other terms and conditions in the Agreement will 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, and if there are any inconsistencies between the two documents, the terms of this Amendment will control. This Amendment may be executed in one or more counterparts, all of which taken together will constitute one instrument. Digital signatures and electronically exchanged copies of signed documents will be sufficient to bind the parties to this Agreement. OMR #: R546779 Corarllorrida 5/Z4/Z3 Page 1 of 2 © CenturyLink. All Rights Reserved. CONFIDENTIAL MSA v1.012019 5/a4/a3 nzo-►ggZ 11-00 064 AMENDMENT TO CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION The undersigned parties have read and agree to the terms and conditions set forth in this Amendment. CENTURYLINK COMMUNICATIONS, LLC WELD COUNTY GOVERNMENT Alex Khan/n Alex 'nhanin iA, 28, 2023 11,9 Pit D7 Authorized Signature Alex Khanin Name Typed or Printer) Manager- Offer Management Title 4/28/2023 Date OMR #: R546779 Authorized Signature Mike Freeman Name Typed or Printed Chair, Board of Weld County Commissioners Title MAY 2 4 2023 Date ATTEST: Weld C BY: Clerk to the Board Deputy Cl./rk t. thef , r I Contract IDt of Agreement being amended: 1100821 Page 2 of 2 © CenturyLink. All Rights Reserved. CONFIDENTIAL MSA v1.012019 o,2a,J - / 7 AMD Upgrade 3 IQ Internet Circuits Final Audit Report 2023-04-28 Created: 2023-04-28 By: Carol Johnson (carol.johnson@lumen.com) Status: Signed Transaction ID: CBJCHBCAABAAAxiQelu-gK2a3zgN-8HUBp5xhxD8VZba "AMD Upgrade 3 IQ Internet Circuits" History Document created by Carol Johnson (carol.johnson@lumen.com) 2023-04-28 - 5:32:53 PM GMT- IP address: 155.70.104.121 E7. Document emailed to pomdirectorsignature@lumen.com for signature 2023-04-28 - 5:34:04 PM GMT Email viewed by pomdirectorsignature@lumen.com 2023-04-28 - 5:37:08 PM GMT- IP address: 104.47.55.126 7m Signer pomdirectorsignature@lumen.com entered name at signing as Alex Khanin 2023-04-28 - 5:39:54 PM GMT- IP address: 155.70.104.121 75e Document e -signed by Alex Khanin (pomdirectorsignature@lumen.com) Signature Date: 2023-04-28 - 5:39:56 PM GMT - Time Source: server- IP address: 155.70.104.121 Agreement completed. 2023-04-28 - 5:39:56 PM GMT LUMEN' Powered by Adobe Acrobat Sign Contract Form ew Contract Request Eni Entity Name* CENTURY LINK Entity ID* 00000401 Contract Name* AMENDMENT TO CENTURYLINK MASTER SERVICE AGREEMENT Contract Status CTB REVIEW LI New Entity? Contract ID 7016 Contract Lead* SWHITMORE Contract Lead Email swhitnnore@co.weld.co.us Contract Description* MODIFICATIONS TO PRICING, ADDITION TO LOCAL ACCESS, BILLING CHANGE DATE Contract Description 2 Contract Type* AGREEMENT Amount* $82,800.00 Renewable* YES Automatic Renewal Department INFORMATION TECHNOLOGY-GIS Department Email CM - I nformationTechnologyGIS@ weldgov.com Department Head Email CM- InformationTechnologyGIS- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COU N TYATT0RN EYCcWELDG OV.COM Requested BOCC Agenda Date" 05 /22/2023 Parent Contract ID Requires Board Approval YES Department Project # Due Date 05,18 2023 Will a work session with BOCC be required?* HAD Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a NSA enter NSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Effective Date Review Date. 01,01;2024 Renewal Date 01;31;2024 Termination Notice Period Contact Informatq Contact Info Contact Name PUrchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE OH Approved Date 05/22,2023 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 05,'24/2023 Originator SWHITMORE Contact Type Committed Delivery Date Contact Email Finance Approver CONSENT Expiration Date Contact Phone 1 Purchasing Approved Date 05,22/2023 Finance Approved Date 05,2212023 Tyler Ref* AG 052423 Legal Counsel CONSENT Contact Phone 2 Legal Counsel Approved Date 05/22/2023 Ga„-eu,1- 44 36H7 MEMORANDUM TO: Esther Gesick, Clerk to the Board May 11, 2020 FROM: Ryan Rose, Chief Information Officer SUBJECT: Century Link Public IQ Internet Agreement Century Link Communications provides internet services to Weld County. The service is used to connect applications and services that require intemet connectivity. The attached agreement between the Board of County Commissioners and Century Link Communications is to provide Public IQ intemet services to multiple Weld County facilities. The requested amount is $9,439.00 on a monthly reoccurring basis during a 3 - year contract totaling $113,268 annually and has been reviewed by Legal. We ask that the BOCC approve the agreement as submitted. 054 S/c3i CG t iT Or(ae,cred 2020-1492 O511c11flO BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Century Link Public IQ Internet Agreement DEPARTMENT: Information Technology DATE: 5/1/2020 PERSON REQUESTING: Ryan Rose --as" Brief description of the problem/issue: The Information Technology department is requesting to update the Century Link Public IQ Internet Agreement. The agreement bundles commodity internet services into a single 3 -year agreement while increasing bandwidth and maintaining expenses. This agreement allows for future bandwidth scalability to accommodate the continued growth in internet services. What options exist for the Board? (include consequences, impacts, costs, etc. of options): The board has two options. I. Approve the request 2. Deny the request and maintain current commodity internet bandwidth on a month to month basis out of contract. Recommendation: Information Technology recommends that the BOCC approve the contract. Approve Recommendation Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro -Tern Kevin D. Ross Schedule Work Session Other/Comments; CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION This Master Service Agreement ("Agreement") is between CENTURYLINK COMMUNICATIONS, LLC ("CenturyLink") and WELD COUNTY - CO ("Customer") and is effective on the date the last party signs it (the "Effective Date"). This Agreement provides the terms and conditions applicable to Customer's purchase of products and services ("Service") from CenturyLink. 1. Term. The term of the Agreement will commence on the Effective Date and continue until the expiration of the last Service term, unless earlier terminated in accordance with the Agreement ("Term"). 2. Service. CenturyLink will provide Service in accordance with the Agreement, including all applicable Service Schedules, Service Exhibits, Statements of Work, Order(s), pricing attachments, and any other documents that are attached or expressly incorporated into the Agreement ("Service Attachments"). The following Service Attachments, if any, are initially attached and incorporated into the Agreement. At CenturyLink's discretion, additional Service Attachments may be added by Amendment or by Customer placing an Order. • Domestic CenturyLink IQ® Networking Service Exhibit • Local Access Service Exhibit • Rental CPE Service Exhibit • Service Appendix (Retail Version) 3. Order(s). Customer may submit requests for Service in a form designated by CenturyLink ("Order"). The term for a Service is defined in the applicable Service Attachment ("Service Term"). Unless otherwise set forth in a Service Attachment, Service will continue month -to -month at the expiration of the Service Term at the existing rates, subject to adjustment by CenturyLink on 30 days' written notice. CenturyLink will notify Customer of acceptance of requested Service in the Order by delivering (in writing or electronically) the date by which CenturyLink will install Service (the "Customer Commit Date"), by delivering the Service, or by the manner described in a Service Attachment. Renewal Orders will be accepted by CenturyLink's continuation of Service. For moves, adds or changes agreed to by CenturyLink, Customer will pay CenturyLink's then current charges unless otherwise specifically stated in a Service Attachment. 4. Billing and Payment. 4.1 Commencement of Billing. Unless otherwise set forth in a Service Attachment, CenturyLink will deliver written or electronic notice (a "Connection Notice") to Customer when Service is installed, at which time billing will commence ("Service Commencement Date"). If Customer notifies CenturyLink within three days after delivery of the Connection Notice that Service is not functioning properly, CenturyLink will correct any deficiencies and, upon Customer's request, credit Customer's account in the amount of 1/30 of the applicable monthly recurring charge (MRC) for each day the Service did not function properly. If CenturyLink cannot complete installation due to Customer delay or inaction, CenturyLink may begin charging Customer for the Service, and Customer will pay such charges. 4.2 Payment of Invoices and Disputes. Unless otherwise set forth in a Service Attachment, invoices are delivered or made available monthly and due 30 days after the invoice date. Fixed charges are billed in advance and usage -based charges are billed in arrears. Customer's payments to CenturyLink must be made via an ACH transfer or any CenturyLink approved payment portal (e.g., CenturyLink Control Center) in the currency stated on the invoice. CenturyLink may charge administrative fees where Customer's payment and invoice preferences deviate from CenturyLink's standard practices. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law (whichever is less). CenturyLink may charge Customer reasonable attorneys' fees and any third -party collection costs CenturyLink incurs in collecting such amounts. Customer is responsible for all charges regarding the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 90 days from the date of the invoice. If CenturyLink determines in good faith that a disputed charge was billed correctly, Customer must pay such amounts within 10 days after CenturyLink provides notice of such determination. Customer may not offset disputed amounts from one invoice against payments due on the same or another account. 4.3 Taxes and Fees. Excluding taxes based on CenturyLink's net income, Customer is responsible for all taxes and fees arising in any jurisdiction imposed on or incident to the provision, sale or use of Service. This includes value added, consumption, sales, use, gross receipts, withholding, excise, access, bypass, ad valorem, franchise or other taxes, fees, duties or surcharges (e.g., regulatory and 911 surcharges), whether imposed on CenturyLink or a CenturyLink affiliate, along with similar charges stated in a Service Attachment (collectively "Taxes and Fees"). Some Taxes and Fees, and costs of administering the same, are recovered through imposition of a percentage surcharge(s) on the charges for Service. If Customer is required by law to make any deduction or withholding of withholding Taxes from any payment due hereunder to CenturyLink, then, notwithstanding anything to the contrary in this Agreement, the gross amount payable by Customer will be increased so that, after any such deduction or withholding for such withholding Taxes, the net amount received by CenturyLink will not be less than CenturyLink would have received had no such deduction or withholding been required. Charges for Service are exclusive of Taxes and Fees. Customer may present CenturyLink with an exemption certificate eliminating CenturyLink's liability to pay certain Taxes and Fees. The exemption will apply prospectively. 4.4 Non -Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations; (c) Customer agrees it will not use non -appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. in the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for R084085 Page 1 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.100918 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring any termination charges by giving CenturyLink not less than 30 days' prior written notice. Upon termination and to the extent of lawfully available funds, Customer will remit all amounts due and all costs reasonably incurred by CenturyLink through the date of termination. 4.5 Regulatory and Legal Changes. If changes in applicable law, regulation, rule or order materially affect delivery of Service, the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within 30 days after CenturyLink's notice requesting renegotiation, CenturyLink may, on a prospective basis after such 30 -day period, pass any increased delivery costs on to Customer. If CenturyLink does so, Customer may terminate the affected Service on notice to CenturyLink delivered within 30 days of the cost increase taking effect. 4.6 Cancellation and Termination Charges. Unless otherwise set forth in a Service Attachment: (a) Customer may cancel an Order (or portion thereof) prior to the delivery of a Connection Notice upon written notice to CenturyLink identifying the affected Order and Service. If Customer does so, Customer will pay CenturyLink a cancellation charge equal to the sum of: (1) for "off -net" Service, third party termination charges for the cancelled Service; (2) for "on -net" Service, one month's monthly recurring charges for the cancelled Service; (3) the non -recurring charges for the cancelled Service; and (4) CenturyLink's out-of-pocket costs (if any) incurred in constructing facilities necessary for Service delivery. (b) Customer may terminate a specified Service after the delivery of a Connection Notice upon 30 days' written notice to CenturyLink. If Customer does so, or if Service is terminated by CenturyLink as the result of Customer's default, Customer will pay CenturyLink a termination charge equal to the sum of: (1) all unpaid amounts for Service actually provided; (2)100% of the remaining monthly recurring charges for months 1-12 of the Service Term; (3) 50% of the remaining monthly recurring charges for month 13 through the end of the Service Term; and (4) if not recovered by the foregoing, any termination liability payable to third parties, where applicable, resulting from the termination and any out-of-pocket costs of construction to the extent such construction was undertaken to provide Service hereunder. The charges in this Section represent CenturyLink's reasonable liquidated damages and are not a penalty.. Notwithstanding the foregoing, for those Services already provisioned as of the Effective Date of this Agreement (the "Existing Services"), Customer may terminate a specified Service after the delivery of a Connection Notice upon 30 days' written notice to CenturyLink. If Customer does so, or if Service is terminated by CenturyLink as the result of Customer's default, Customer will pay CenturyLink a termination charge equl to the sum of: (1) all unpaid amounts for the Service actually provided; (2) 100% of the remaining monthly recurring charges for months 1-12 of the Service Term. 5. Default. If (a) Customer fails to make any payment when due and such failure continues for five business days after CenturyLink's written notice, or (b) either party fails to observe or perform any other material term of this Agreement and such failure continues for 30 days after the other party's written notice, then the non -defaulting party may: (i) terminate this Agreement and/or any Order, in whole or in part, and/or (ii) subject to Sections 6.1 (Damages Limitations) and 6.3 (Service Levels), pursue any remedies it may have at law or in equity. 6. Liabilities and Service Levels. 6.1 Damages Limitations. Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Agreement or any Order. 6.2 Disclaimer of Warranties. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE ATTACHMENT. 6.3 Service Levels. (a) Any "Service Level" applicable to Services are contained in the Service Attachments applicable to each Service. If CenturyLink does not meet a Service Level, CenturyLink will issue to Customer a credit as stated in the applicable Service Attachment on Customer's request, except that credits will not be provided for Excused Outages. CenturyLink's maintenance log and trouble ticketing systems are used to calculate Service Level events. Excused Outages mean scheduled maintenance under Section 8 and force majeure events, unless otherwise defined in a Service Attachment. (b) Unless otherwise set forth in a Service Attachment, to request a credit, Customer must contact Customer Service (contact information is located at http://www.level3.com), or deliver a written request with sufficient detail to identify the affected Service. The request for credit must be made within 60 days after the end of the month in which the event occurred. Total monthly credits will not exceed the charges for the affected Service for that month. Customer's sole remedies for any nonperformance, outages, failures to deliver or defects in Service are contained in the Service Levels applicable to the affected Service. R084085 Page 2 of 29 m CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.100918 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION 6.4 Right of Termination for Installation Delay. Unless otherwise set forth in a Service Attachment, in lieu of installation Service Level credits, if CenturyLink's installation of Service is delayed by more than 30 business days beyond the Customer Commit Date, Customer may terminate the affected Service without liability upon written notice to CenturyLink, provided such written notice is delivered prior to CenturyLink delivering a Connection Notice for the affected Service. This Section will not apply where CenturyLink is constructing facilities to a new location not previously served by CenturyLink. 7. Customer Premises; Title to Equipment. If access to non-CenturyLink facilities is required for the installation, maintenance, grooming, movement, upgrade and/or removal of CenturyLink network or equipment, Customer will, at its expense: (a) secure such right of access and (b) arrange for the provision and maintenance of power and HVAC as needed for the proper operation of such equipment and network. Title to CenturyLink-provided equipment (including software) remains with CenturyLink. Customer will not create or permit to be created any encumbrances on CenturyLink-provided equipment. 8. Scheduled Maintenance and Local Access. Scheduled maintenance will not normally result in Service interruption. Unless otherwise set forth in a Service Attachment, if scheduled maintenance requires Service interruption CenturyLink will: (1) provide Customer seven days' prior written notice, (2) work with Customer to minimize interruptions and (3) use commercially reasonable efforts to perform such maintenance between midnight and 6:00 a.m. local time. If third -party local access services are required for the Services, Customer will: (1) provide CenturyLink with circuit facility and firm order commitment information and design layout records to enable cross -connects to CenturyLink Service(s) (provided by CenturyLink subject to applicable charges), (2) cooperate with CenturyLink (including changing demarcation points and/or equipment and providing necessary LOAs) regarding circuit grooming or re -provisioning, and (3) where a related Service is disconnected, provide CenturyLink a written disconnection firm order commitment from the relevant third -party provider. CenturyLink may re -provision any local access circuits from one off -net provider to another or to the CenturyLink owned and operated network (on -net), and such changes will be treated as scheduled maintenance. 9. General Terms. 9.1 Force Majeure. Neither party will be liable, nor will any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party's reasonable control ("force majeure event"). 9.2 Assignment and Resale. Neither party may assign its rights or obligations under this Agreement or any Service Attachment without the prior written consent of the other party, which will not be unreasonably withheld. However, either party may assign its rights and obligations under this Agreement or any Order without the consent of the other party: (1) to any subsidiary, parent, or affiliate that controls, is controlled by, or is under common control with that party; (2) pursuant to the sale or transfer of substantially all of the business or relevant assets of that party; or (3) pursuant to any financing, merger, or reorganization of that party. This Agreement and all Service Attachments will apply to any permitted transferees or assignees. Any assignee of Customer must have a financial standing and creditworthiness equal to or better than Customers. Unless otherwise set forth in a Service Attachment, Customer may provide Service to third parties or use the Services in connection with goods or services provided by Customer to third parties ("Customer Provided Services"). To the extent permitted under law, Customer will be responsible for any claims arising from or related to any Customer Provided Services. If Customer sells telecommunications services, Customer certifies that it has filed all required documentation and will at all times have the requisite authority with appropriate regulatory agencies respecting the same. Nothing in this Agreement confers upon any third party any right, benefit or remedy hereunder. 9.3 Affiliates. CenturyLink may use a CenturyLink affiliate or a third party to provide Service to Customer, but CenturyLink will remain responsible to Customer for Service delivery and performance. Customers affiliates may purchase Service under this Agreement, and Customer will be jointly and severally liable for all claims and liabilities related to Service ordered by any Customer affiliate. 9.4 Notices. Notices will be in writing and deemed received if delivered personally, sent via facsimile, pre -paid overnight courier, electronic mail (if an e-mail address is provided below) or sent by U.S. Postal Service or First Class International Post. Unless otherwise provided for in a Service Attachment, requests for disconnection of Service (other than for default) must be submitted to CenturyLink via Customer's portal at https://www.centurvlink.com/business/login/ or via the following website / link: httpJ/www1.levef3.com/disco/disco.html and will be effective 30 days after receipt (or such longer period set forth in a Service Attachment). Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CenturyLink via Customers portal at httos://www.centurvlink.com/businessAoqin/ or via Email at: billinat centurylink.com. Customer failure to follow this process and/or provide complete information may result in continued charges that will not be credited. All legal notices will be addressed to CenturyLink at: 931 Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Notice Coordinator, and to any electronic or physical address of Customer as provided in the Agreement or in its absence, to Customers address identified on the Order or as reflected in CenturyLink's records, Attn. General Counsel. 9.5 Acceptable Use Policy and Data Protection. Customer must comply with the CenturyLink Acceptable Use Policy ("AUP"), which is available at http://www.centurvlink.comfieoal, for Services purchased under this Agreement and acknowledge the CenturyLink Privacy Policy, which is available at htto://www.centurvlink.com/aboutus/legal/orivacv-policv..html. CenturyLink may reasonably modify these policies to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers. 9.6 Confidentiality. Except to the extent required by an open records act or similar law, neither party will: (disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information received from the other party. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. Each party will limit disclosure and access to confidential information R084085 Page 3 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.100918 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION to those of its employees, contractors, attorneys or other representatives who reasonably require such access to accomplish the Agreements purposes and who are subject to confidentiality obligations at least as restrictive as those contained herein. "Confidential Information" means any commercial or operational information disclosed by one party to the other in connection with the Agreement and does not include any information that: (a) is in the public domain without a breach of confidentiality; (b) is obtained from a third party without violation of any obligation of confidentiality; or (c) is independently developed by a party without reference to the Confidential Information of the other party. 9.7 Intellectual Property Ownership; Use of Name and Marks. Nothing in the Agreement or the performance thereof will convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. Neither party will use the name or marks of the other party or any of its affiliates for any purpose or issue any press release or public statement relating to this Agreement without the other party's prior written consent. 9.8 Governing Law; Amendment. This Agreement will be governed and construed in accordance with the laws of the State in which Customer's principal office is located, without regard to its choice of law rules. Each party will comply with all applicable laws, rules and regulations associated respectively with CenturyLink's delivery or Customer's use of the Service under the Agreement. This Agreement, including any Service Attachments, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements relating to the Service. CenturyLink is not subject to any obligations that are not explicitly identified in this Agreement. This Agreement may only be modified or supplemented by an instrument executed by an authorized representative of each party. No failure by either party to enforce any right(s) hereunder will constitute a waiver of such right(s). 9.9 Critical 9-1-1 Circuits. The Federal Communications Commission's 9-1-1 reliability rules mandate the identification and tagging of certain circuits or equivalent data paths that transport 9-1-1 calls and information ("9-1-1 Data") to public safety answering points. These circuits or equivalent data paths are defined as Critical 911 Circuits in 47 C.F.R. Section 12.4(a)(5). CenturyLink policies require tagging of any circuits or equivalent data paths used to transport 9-1-1 Data. Customer will cooperate with CenturyLink regarding compliance with these rules and policies and will notify CenturyLink of all Services Customer purchases under this Agreement utilized as Critical 911 Circuits or for 9-1-1 Data. 9.10 International Services. For Services provided outside the United States, Customer or its local affiliate may be required to enter into a separate local country addendum/agreement (as approved by local authorities) ("LCA") with the respective CenturyLink affiliate that provides the local Service(s). Such CenturyLink affiliate will invoice Customer or its local affiliate for the respective local Service(s). 9.11 Relationship and Counterparts. The relationship between the parties is not that of partners, agents, or joint venturers. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one instrument. Digital signatures and electronically exchanged copies of signed documents will be sufficient to bind the parties to this Agreement. CENTURYUNK COMMUNICATIONS, LLC geca,v, Authorized Signature ic.ary O P‘54 au BL Atr" ai SU5ki! WELD COUNTY — CO Name Typed or Printed Name Typed or Printed Chair, Board of County Commissioners Title Title 'ti1a6 Date MAY 18 2020 Date Customer's Address for Notices: 1551 N. 17th Ave., Greeley, CO 80631 Customer's Facsimile Number (if applicable): Person Designated for Notices: General Counsel R084085 Page 4 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.100918 aoo� - iH�la -1 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION ATTEST i41Z" V%) Weld County Clerk tCOUNTY, COLORADO BY De ARD OF COUNTY COMMISSIONERS lerk to the r �`-��' `�u.� reeman, Chair MAY 18 2020 R084085 Page 5 of 29 CONFIDENTIAL © CenturyLink. All Rights Reserved. CGT v1.100918 aOao - IM a - CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT CenturyLink IQ Networking is subject to the Local Access Service Exhibit, and the CenturyLink Master Service Agreement between Customer and CenturyLink. Port types that require Rental CPE are also subject to the Rental CPE Service Exhibit. All capitalized terms that are used but not defined in this Attachment are defined in the Agreement or Service Exhibit. 1. General. Domestic CenturyLink IQ® Networking Service ("Service") is provided by CenturyLink QCC under the terms of the Agreement, this Service Exhibit, and any signed quotes or Order Forms between CenturyLink QCC and Customer. 2. Service. 2.1 Description. Service is a data, IP, and a network management solution that is designed for connectivity between Customer's sites or public Internet connectivity. 2.2 Ports. CenturyLink offers Service in the following port ("Port") types: (a) Internet Port. Internet Ports provide public Internet connectivity. (b) Private Port. Private Ports provide WAN connectivity between Customer sites. Customer may allocate Private Port traffic up to 10 different closed user groups. Customer may request more than 10 point-to-point closed user groups for an additional charge. Quality of service ("QoS") traffic prioritization can be used with Private Ports. Ethernet Private Ports with real-time traffic that require QoS are subject to local access limitations. (c) CenturyLink IQ+° Port. A CenturyLink IQ+ Port is a bundled solution that includes the following: (i) the functionality of a Private Port, (ii) Local Access, (iii) Monitor and Notification for a CenturyLink provided or approved router, (iv) End -to -End Performance Reporting, and (v) optional CenturyLink provided router as Rental CPE and Priority Queuing. The Local Access and CenturyLink provided router for domestic Service are subject to the Local Access Service Exhibit and CenturyLink Rental CPE Service Exhibit (including the applicable Detailed Description), respectively. Customer may provide a router approved by CenturyLink. Domestic Service with a CenturyLink provided router includes 8x5 NBD maintenance using ProMET® Remote Standard Service or 24x7 on -site maintenance using ProMET® On -Site Premium Service at Customer qualified sites. CenturyLink may use repackaged Rental CPE or substitute the Rental CPE with other CPE. Customer is responsible for any trouble shooting and repair of equipment on Customer's side of the router. Domestically, a CenturyLink IQ+ Port is only available in a CenturyLink determined data center. (d) CenturyLink IQ+® Cloud Port. A CenturyLink IQ+ Cloud Port is a bundled solution that provides: (i) private connectivity between Customer's Private Port sites and Customer resources in CenturyLink determined data centers and/or cloud service provider environments, (ii) Local Access (Data Center Access), (iii) Monitor and Notificationand (iv) End -to -End Performance Reporting. Customer can use all Private Port features defined in the Private Port section above. Access within data centers and cloud service provider environments may include shared or virtualized services where available. Customer understands that cloud -related services are contracted separately. 2.3 Network Management Service. CenturyLink Network Management Service ("NMS") is a feature available for all Ports. For CenturyLink IQ+ Cloud Ports, the only available type of NMS is Monitor and Notification. Select Management or Comprehensive Management is available with domestic Ports. The feature provides performance reporting, change management, configuration management, fault monitoring, management and notification of CPE and network related issues. Customer may also request NMS management features for devices not associated with a CenturyLink IQ Networking Port in domestic locations with CenturyLink's prior approval. The NMS management types are set forth in more detail below. (a) Monitor and Notification. Monitor and Notification can be included with CenturyLink IQ+ Ports and CenturyLink IQ+ Cloud Ports and is an optional NMS feature for the other Port types. CenturyLink will monitor the Customer devices 24x7x365 for up/down status using ICMP ping. CenturyLink will notify Customer if no response is received for a designated period. NMS will not provide any troubleshooting and incident resolution for device or network faults. "Monitor & Notification" is the only NMS option available for devices that do not support SNMP and/or are not certified for NMS. (b) Select Management. Select Management can be included with any eligible domestic Port, except for CenturyLink IQ+ Cloud Ports. CenturyLink will monitor Customer devices 24x7x365 for up/down status as well as provide 24x7x365 remote performance monitoring, reporting, and ticketing via an NMS online portal for devices supported by CenturyLink, fault monitoring, management, and notification (detection, isolafjon, diagnosis, escalation and remote repair when possible), change management supported by CenturyLink (up to 12 changes per year), asset management (device inventory), and configuration management (inventory of customer physical and logical configuration). Customer must make change management requests via Control Center at https://controlcenter.centurylink.com. Select Management only supports basic routing functions. NMS does not include new CPE initial configuration, lab testing, lab modeling, or on -site work of CPE. The NMS supported device list and a standard change management list are available on request and are subject to change without notice. (c) Comprehensive Management. Comprehensive Management can be included on any eligible Port, except for CenturyLink IQ+ Cloud Ports. Comprehensive Management includes all of the Select Management features as well as total customer agency and change management (up to 24 configuration changes per year) of complex routing functions within routers, switches, and firewall modules. This includes configuration and management of complex routing, switching, device NIC cards, firewall module configurations, and basic router R084085 Page 6 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.121818 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT internal firewall functions. CenturyLink acts as the Customer's single point of contact in managing the resolution of all service, device, and transport faults covered by Comprehensive Management and will work with any third party hardware and/or transport providers the Customer has under contract until all network issues are successfully resolved. With Internet security protocol ("IPSec"), CenturyLink can configure full mesh, partial mesh, or hub -and -spoke topologies with secure tunnels for remote communication between Customer locations. IPSec is only available on approved Cisco and Adtran devices. IPSec opportunities greater than 25 devices or with other manufacturer's devices require CenturyLink approval before submitting an order. (d) CenturyLink Responsibilities. For NMS, CenturyLink will provide Customer with a nonexclusive service engineer team, which will maintain a Customer profile for the portion of the Customer's network where the devices covered by NMS reside. CenturyLink will work with Customer to facilitate resolution of service affecting issues with Select Management or Comprehensive Management. (e) Customer Responsibilities. (i) Customer must provide all information and perform all actions reasonably requested by CenturyLink in order to facilitate installation of NMS. If Customer limits or restricts CenturyLink's read/write access to a device, CenturyLink cannot support configuration backups. Customer is responsible for supporting CenturyLink in access, troubleshooting, and configuration requests made in accordance with normal troubleshooting and repair support activities. For Out -of -Band management related to fault isolation/resolution, Customer will provide and maintain a POTS line for each managed device. "Out -of -Band" means a connection between two devices that relies on a non-standard network connection, such as an analog dial modem, which must be a CenturyLink certified 56k external modem. Additionally, Customer will provide a dedicated modem for each managed device. It is not mandatory that Customer have a POTS line but Customer must understand that CenturyLink will not be able to troubleshoot issues if the device covered by NMS cannot be reached. Service related outages requiring access to the device for troubleshooting and repair purposes will impact the eligibility of any associated SLA credits. (ii) For Comprehensive Management, Customer must execute the attached Letter of Agency (Attachment 1) to authorize CenturyLink to act as Customer's agent solely for the purpose of accessing Customer's transport services. (iii) Depending on transport type, Customer's managed devices must comply with the following set of access requirements: (A) for NMS delivered via IP connectivity with an Internet Port or other public Internet service, devices must contain an appropriate version of OS capable of establishing IPsec VPNs; and (B) for NMS delivered with a Private Port, CenturyLink will configure a virtual circuit to access Customer's device at no additional charge. CenturyLink will add the NMS network operations center to the Customer closed user group to manage the devices within Customer's network. (iv) Customer must provide a routable valid IP address to establish the NMS connection. Customer's primary technical interface person must be available during the remote installation process to facilitate installation of NMS. All Customer devices managed under NMS must be maintained under a contract from a CenturyLink approved onsite CPE maintenance provider. The response times for which Customer contracts with its CPE maintenance provider will affect CenturyLink's timing for resolution of problems involving Customer provided devices. The performance of the CPE maintenance provider is Customer's responsibility. (v) Customer may not reverse engineer, decompile, disassemble or apply any other process or procedure to alter any CPE, software, or other component of this Service for any purpose. 2.4 End -to -End Performance Reporting. End -to -End Performance Reporting is a feature included all Ports, except for Ports with VPLS. Customer must include CenturyLink as a member of each closed user group. The feature includes a report based on data collected from Customer's traffic within its closed user groups and measures availability, jitter, latency, and packet delivery between Customer's edge routers, between CenturyLink's routers, and between Customer's edge routers and CenturyLink's routers. The data contained in the report is measured differently than the goals contained in the SLA applicable to the Service and is for informational purposes only. Customer is not entitled to SLA credits based on the data in the report. Customer may access the report in the Control Center portal. Some quote forms or other associated documents may use "End -to -End Performance Monitoring" to mean "End -to -End Performance Reporting". 2.5 Multicast Multicast is an optional feature for Private Ports. The feature enables IP multicast on the CenturyLink IP network. Customer must configure its edge devices with CenturyLink designated multicast protocol specifications and use the CenturyLink designated IP address range for Customer's multicast applications. The standard feature allows up to ten sources of multicast traffic per Customer, but CenturyLink may permit a limited number of additional sources. 2.6 VPLS. Layer 2 virtual private LAN service ("VPLS") is optional feature for Private Ports only. VPLS is not available for CenturyLink IQ+ Ports or CenturyLink IQ+ Cloud Ports. Private Ports with VPLS are supported on CenturyLink-certified Cisco equipment and are limited to the following connection and encapsulation methods: Ethernet 10 Mbps, 100 Mbps, 1000 Mbps with Ethernet encapsulation; DS1 and DS3 with Frame Relay encapsulation, and OC3 with ATM encapsulation. The following features are not available with Private Ports with VPLS: (a) usage reports; (b) the Precise Burstable or Data Transfer pricing methodologies; (c) the SLA's Reporting Goal; (d) VPN Extensions and (e) End -to -End Performance Reporting. R084085 Page 7 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.121818 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT 2.7 VPN Extensions. A VPN Extension is an optional feature for layer 3 multi protocol label switching ("MPLS") Private Ports. The feature allows Customer to extend its Layer 3 MPLS closed user groups to Customer locations that are not served by CenturyLink's MPLS network ("Remote Location"). Customer can establish a tunnel through the Internet between the Customer's CPE at the Remote Location (separately purchased and managed by Customer) and the CenturyLink network device. The Customer provided CPE must support the CenturyLink service configurations and be installed as designated by CenturyLink or as otherwise agreed upon by the parties. Customer is responsible for the installation, operation, maintenance, use and compatibility of the Remote Location CPE. Customer will cooperate with CenturyLink in setting the initial configuration for the Remote Location CPE interface with the VPN Extension Service. Customer must use IP connectivity at the Remote Location that includes a static public IP address. (a) Exclusions. CenturyLink will not debug problems on, or configure any internal or external hosts or networks (e.g., routers, DNS servers, mail servers, www servers, and FTP servers). All communication regarding the VPN Extension must be between CenturyLink and a Customer approved site contact that has relevant experience and expertise in Customer's network operations. The following features are not available with VPN Extensions: (i) End -to -End Performance Reporting; (ii) QoS; (iii) VPLS; and (iv) Multicast. VPN Extensions are not subject to the SLA. 2.8 Backbone Prioritization/Priority Queuing. Backbone Prioritization and Priority Queuing is an optional feature available with individual domestic Private Ports, CenturyLink IQ+ Ports, and CenturyLink IQ+ Cloud Ports. When this feature is configured on such Port, traffic originating from that Port will be designated at a higher class of service to the CenturyLink IP network than traffic originating from such Ports without the feature or Internet Ports. If Customer desires the feature for traffic between two or more such Ports, the feature must be ordered for each such Port. The benefit from this feature is realized during periods of high network congestion. The feature may not be available at all locations or with Multicast in certain circumstances. 3. Ordering. For purposes of this Service Exhibit, "Order Form" means an electronic order confirmation process using an architecture confirmation document ("ACD") or other document that Customer and CenturyLink mutually agree to prior to submitting a Service order request. CenturyLink must approve each Order Form and Customer must send it via e-mail, fax, or other CenturyLink- approved electronic process to CenturyLink. Subject to availability, CenturyLink will assign /29 Internet address space for Customer during the use of a Port. Neither Customer nor any End Users will own or route these addresses. Upon termination of Service, Customer's access to the IP addresses will cease. If Customer requests special sequencing for Port installation, Customer must designate a Key Port. A "Key Port" is a Port that must be available on the network before adding additional domestic Port locations. The installation of the Key Port will determine the timelines for the installation of other domestic Ports. Customer may designate one Key Port within its CenturyLink IQ Networking network topology by notifying CenturyLink in writing of that request. 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. 4. Charges. Customer must pay all applicable MRCs and NRCs set forth in an attached pricing attachment, offer attachment, or a valid signed CenturyLink issued quote or Order Form. Charges will commence within five days after the date CenturyLink notifies Customer that Service is provisioned and ready for use ("Service Commencement Date"). Customer may order multiple Ports with multiple pricing methodologies in accordance with the pricing methodologies set forth below. Customer may change the pricing methodology (e.g., from Flat Rate to Precise Burstable) of a Port if: (a) the Port's new MRC remains the same or greater than the old MRC, and (b) the Port starts a new Service Term that is equal to or greater than the remaining number of months in the old Service Term, subject to a 12 month minimum. CenturyLink may change rates after the completion of a Port's Service Term with 60 days' notice. The net rate MRCs set forth in the pricing attachment, offer attachment or valid signed CenturyLink issued quote or Order Form will be used to calculate Contributory Charges. Net rate MRCs are lieu of all other rates, discounts, and promotions. The End -to -End Performance Reporting, VPN Extension, SIG and Multicast features are provided on a month -to -month basis and either party may cancel a feature with 30 days' prior written notice to the other party. CenturyLink may upon 30 days prior written notice to Customer modify those features, including without limitation, their rates. If a CenturyLink IQ+ Port uses Data Center Access as the access type, that Port will be understood to be a CenturyLink IQ+ Cloud Port. 4.1 Pricing Methodologies. (a) Flat Rate. The Flat Rate pricing methodology bills Customer a specified MRC for a given Port speed 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., 2 Mbps to10 Mbps) within the applicable Port classification (e.g., Ethernet, Fast Ethernet). Customer may not change its bandwidth from one Port classification to another. (c) Precise Burstable. Usage samples are taken every five minutes throughout the 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 top 5% of the samples are discarded. The highest remaining sample is used to calculate the usage level, which is the 95th percentile of peak usage. For each Precise Burstable Port, 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. There is a minimum usage amount within each Precise Burstable Port R084085 Page 8 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.121818 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT classification ("Precise Burstable Minimum"). Customer will be billed the greater of the Precise Burstable Minimum or the actual charges based upon its 95th percentile of peak usage. (d) Data Transfer. Usage samples are taken every five minutes throughout the Customer's 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. Term; Cancellation. 5.1 Term. The term of an individual Port (and associated features/Services, if applicable) begins on the Service Commencement Date for that Port and continues for (a) the service term shown on the valid signed CenturyLink issued quote, Order Form, or the pricing attachment or (b), if a service term is not shown in a quote, Order Form, or a pricing attachment, one year. If Service is installed at multiple Customer locations or with multiple Ports at a Customer location, each separate Port (and associated features/Services) will have its own Service Commencement Date. Upon expiration of a Service Term, individual domestic Ports (and associated features/Services) will remain in effect on a month -to -month basis until canceled by either party with 60 days' notice. 5.2 Cancellation. Upon cancellation of a Service, Customer will remain liable for charges accrued but unpaid as of the cancellation date. If a Port and associated features/Services is canceled by Customer other than for Cause, or by CenturyLink for Cause, before the conclusion of its Service Term or Upgrade Service Term (as described in the "Upgrades" section), Customer will pay a "Cancellation Charge" equal to the amounts set forth below. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breach, within 30 days after written notice (unless a shorter notice period is identified in a Service Attachment). (a) Domestic Internet Port or Private Ports: (i) 100% of the Port and NMS MRCs multiplied by the number of months remaining in the first 12 months of the initial Service Term (or Upgrade Service Term), if any, plus (ii) 35% of the balance of those MRCs multiplied by the number of months remaining to complete the initial Service Term (or Upgrade Service Term) beyond the first 12 months, plus (iii) the amount of any NRCs discounted or waived if the Port has not remained installed for at least 12 months. Notwithstanding the foregoing, for those Internet Port or Private Ports associated with the Existing Services, the following Cancellation Charges shall apply: 100% of the Port and NMS MRCs multiplied by the number of months reamining in the first 12 months of the initial Service Temi (or Upgrade Service Term), plus any applicabl third -party costs associated with the Local Access. (b) CenturyLink IQ+ Ports and CenturyLink IQ+ Cloud Ports: (i) 100% of the CenturyLink IQ+ Port or CenturyLink IQ+ Cloud Port MRC (and associated features/Service MRCs if applicable) multiplied by the number of months remaining in the first 12 months of the initial Service Term, if any; plus (ii) 75% of the those MRCs multiplied by the number of months remaining to complete 24 months of the initial Service Term, if any; plus, if applicable, (iii) 50% of those MRCs multiplied by the number of months remaining to complete the remainder of the Service Term. Notwithstanding the foregoing, for those IQ+ Ports and CenturyLink IQ+ Cloud Ports associated with the Existing Services, the following Cancellation Charges shall apply: 100% of the CenturyLink IQ+ Port or CenturyLink IQ+ Cloud Port MRC (and associated features/Service MRCs if applicable) multiplied by the number of months remaining in the first 12 months of the initial Service Term, if any; plus any applicable third -party costs associated with the Local Access. 5.3 Waiver of Cancellation Charges. (a) Upgrades. CenturyLink will waive the Cancellation Charges for a domestic Port if Customer: (i) upgrades a Port to another Port with a higher bandwidth (e.g., from a DS1 to a DS3) within the same pricing methodology and the new Port's MRC (with Local Access) is equal to or greater than the combined MRCs of the Port and the associated Local Access Service being terminated; or (ii) upgrades the Port type to a higher Port type (e.g., from an Internet Port to a Private Port or CenturyLink IQ+ Port) within the same pricing methodology. All upgraded Ports must start a new Service Term equal to or greater than the replaced Port's remaining Service Term, subject to a 12 month minimum ("Upgrade Service Term"). If Customer cancels the upgraded Port before the completion of the Upgrade Service Term, Customer will pay the Cancellation Charges set forth in the Cancellation section above. In some cases an upgrade to a Port may trigger a Local Access charge under the Local Access Service Exhibit. Customer can upgrade a CenturyLink IQ+ Port from 8x5 NBD Remote to 24x7 On -Site maintenance or upgrade a CenturyLink IQ+ Port's NMS feature to Select Management or Comprehensive Management without restarting the Service Term. R084085 Page 9 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.121818 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT (b) Migration to Other CenturyLink Services. CenturyLink will waive the Cancellation Charges for a domestic Port if Customer migrates the Port to a new Data Bundle solution (a "New Service") as long as: (i) the New Service's MRC is equal to or greater than the combined MRCs of the Port and the associated Local Access Service being terminated; (ii) the New Service's minimum service term is at least as long as the then remaining Service Term of the Port being terminated; and (iii) the New Service is available. 6. Additional Disclaimer of Warranty. In addition to any other disclaimers of warranty stated in the Agreement, CenturyLink 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 (including applicable firewall and NAT policies) and security response procedures. 7. E-mail Notification. Customer acknowledges and agrees that CenturyLink may contact Customer via e-mail at the e-mail address provided to CenturyLink when Customer ordered the Service for any reason relating to the Service, including for purposes of providing Customer any notices required under the Agreement. Customer agrees to provide CenturyLink with any change to its e mail address. 8. AUP. All use of the Services must comply with the AUP located at http://www.centurylink.comlegal/, which is subject to change. CenturyLink may reasonably change the AUP to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers. Any changes to the AUP will be consistent with the purpose of the AUP to encourage responsible use of CenturyLink's networks, systems, services, Web sites, and products. 9. SLA. Ports other than CenturyLink IQ+ Ports or CenturyLink IQ+ Cloud Ports are subject to the CenturyLink IQ Networking Service Level Agreement ("SLA"), CenturyLink IQ+ Ports and CenturyLink IQ+ Cloud Ports are subject to the CenturyLink IQ+ Port SLA and the NMS feature is subject to the NMS SLA. Each SLA is located at http://www.centurylink.com/legal/ and subject to change. For Customer's claims related to Service or NMS feature deficiencies, interruptions or failures, Customer's exclusive remedies are limited to those remedies set forth in the applicable SLA. References to CenturyLink IQ+ Ports in the CenturyLink IQ= SLA will also refer to CenturyLink IQ+ Cloud Ports. 10. Other Terms. 10.1 General. Any references to a Revenue Commitment or Contributory Charges will not apply to this Service Exhibit. 10.2. Cancellation and Termination Charges. This section replaces the Cancellation and Termination Charges set forth in the Agreement: Termination. Either party may terminate a specified Service: (a) as set forth above with 60 days' prior written notice to the other party, or (b) for Cause. Customer may cancel an Order (or portion thereof) for Service prior to the delivery of a Connection Notice upon written notice to CenturyLink identifying the affected Order and Service. If Customer does so, Customer will pay CenturyLink the termination charges set forth above, in addition to any and all charges that are accrued but unpaid as of the termination date. If the Agreement is terminated by Customer for any reason other than for Cause, or by CenturyLink for Cause prior to the conclusion of the Term, all Services are deemed terminated, and Customer will pay the termination charges set forth above, in addition to any and all charges that are accrued but unpaid as of the termination date. 10.3 Installation, Maintenance and Repair. The following are supplemental terms to the Scheduled Maintenance and Local Access section of the Agreement: (a) Provision of Services is subject to availability of adequate capacity and CenturyLink's acceptance of a complete Order Form and (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. "Order Form" includes both order request forms and quotes issued by CenturyLink. If a CenturyLink 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. 10.4 Service Notices. Notices for disconnection of Service must be submitted to CenturyLink via Email at: BusinessDisconnects@Centurvlink.com. Notices of non -renewal for Services must be sent via e-mail to: CenturyLink, Attn.: CenturyLink NoRenew, e-mail: Norenew@centurvlink.com. Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CenturyLink via Customer's portal at httos://www.centurylink.com/business/looin/ or via Email at: Care.InpuirvelCenturvlink.com. All other routine operational notices will be provided by Customer to its CenturyLink sales representative. 10.5 CPNI. 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. "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 R084085 Page 10 ® CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.121818 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT in a bill. CPNI does not include a customers name, address, or telephone number. 10.6 Conflicts. If a conflict exists among the provisions of the Service Attachments, the order of priority will be as follows: the Service Exhibit and then the Agreement. 10.7 Fees. Charges for certain Services are subject to (a) a property tax surcharge and (b) a cost recovery fee of per month to reimburse CenturyLink for various governmental taxes and surcharges. Such charges are subject to change by CenturyLink and will be applied regardless of whether Customer has delivered a valid tax exemption certificate. For additional details on taxes and surcharges that are assessed, visit http://www.centurvlink.com/taxes. Additional rates, charges and fees for Service elements not identified in the Agreement are located in the applicable Tariff. "Tariff" includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at htto://www.centurylink.com/tariffs. R084085 Page 11 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.121818 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT ATTACHMENT 1 COMPREHENSIVE MANAGEMENT LIMITED LETTER OF AGENCY between WELD COUNTY - CO ("Customer") and CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC ("CenturyLink") This limited letter of agency ("LOA") hereby authorizes CenturyLink to act as the Customer's agent for the limited purpose of contacting Customer's designated Local Exchange Carrier ("LEC"), Interexchange Carrier ("IXC"), Internet Service Provider ("ISP"), or customer premises equipment ("CPE") maintenance provider in conjunction with CenturyLink Network Management Service. Network Management Service activities will consist of working with Customer's LEC, IXC, ISP, and/or CPE maintenance provider for the purpose of: (a) extracting information concerning transmission data elements carried over Customer's network connection; (b) identifying Customer's links or data link connection identifiers ("DLCIs"); (c) opening, tracking, and closing trouble tickets with the LEC, IXC, ISP, or CPE maintenance provider on Customers transport links or CPE when an alarm or fault has been detected; (d) dispatching CPE repair personnel on behalf of Customer to CPE for which a fault has been detected; and (e) discussing fault information with the LEC, IXC or CPE maintenance provider on behalf of Customer to facilitate resolution of the problem. CenturyLink does not assume any of Customer's liabilities associated with any of the services the Customer may use. The term of this LOA will commence on the date of execution below and will continue in full force and effect until terminated with 30 days written notice by one party to the other or until the expiration or termination of the Network Management Service. A copy of this LOA will, upon presentation to LEC, IXC, ISP, and/or CPE maintenance provider, as applicable, be deemed authorization for CenturyLink to proceed on Customer's beha WELD COUNTY - CO Customer Company Name Authorized Signature of Customer Mike Freeman Print or Type Name Chair, Board of County Commissioners Title MAY 18 2020 Date R084085 Page 12 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.121818 oo - (-f - 3 (a) Description NMS for devices associated with a CenturyLink IQ Networking Port. Promo Code MRC NRC Select Management IQ MANAGED $45.00 per device N/A Comprehensive Management IQ MANAGED $75.00 per device N/A CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT PRICING ATTACHMENT 1. Pricing. 1.1 Network Management Service MRCs. NMS for devices associated with a CenturyLink IQ Networking Port. The following MRC is in addition to the Port MRC. (b) NMS for devices not associated with a CenturyLink IQ Networking Port. The following MRC is in addition to the Port MRC. Description NMS for devices not associated with a CenturyLink IQ Networking Port (including VPN Extensions). MRC NRC Select Management $60.00 per device N/A Comprehensive Management $100.00 per device N/A Monitor and Notify $35.00 per device N/A 1.2 CenturyLink IQ Networking Features (a) VPN Extensions. Description MRC NRC VPN Extensions $25.00 per IPsec tunnel $50.00 per IPsec tunnel (b) Backbone Prioritization. Backbone Prioritization charges are in addition to the applicable Private Port MRCs. Description Increased MRC Backbone Prioritization CenturyLink will apply a 20% uplift charge to the MRC of each Private Port configured with Backbone Prioritization. 1.3 Port Pricing Tables. Some Port types or Port speeds may not be available in all areas or with certain types of access. If Customer wishes to order domestic CenturyLink IQ Networking Service with a different bandwidth or pricing methodology than those contained in the below pricing tables, Customer must enter into a separate written amendment to this Agreement. (a) Tiered Pricing. Tiered Fast Ethernet 100 Mbps Private Port Net Rate MRC Install NRC 20 Mbps $375.00 $1,500.00 Tiered Gigabit Ethernet 1000 Mbps Internet Port Other Access Net Rate MRC Install NRC 100 Mbps $445.00 $4,000.00 200 Mbps $575.00 $4,000.00 600 Mbps $995.00 $4,000.00 900 Mbps $1,350.00 $4,000.00 1.4 NRC Discounts. (a) NRC Waiver. So long as Customer is not in default of any obligations under the Agreement, CenturyLink will waive the Install NRCs for Internet Ports and Private Ports. The Internet Ports and Private Ports must remain installed for at least 12 months. R084085 Page 13 of 29 CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.071219 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION CENTURYLINK® LOCAL ACCESS SERVICE EXHIBIT 1. General. This Service Exhibit is applicable only where Customer orders CenturyLink Local Access Service (the "Service") and incorporates the terms of the Master Service Agreement or other service agreement and the RSS under which CenturyLink provides services to Customer (the "Agreement"). CenturyLink may subcontract any or all of the work to be performed under this Service Exhibit. All capitalized terms that are used but not defined in this Service Exhibit are defined in the Agreement or Order. 2. Service Description and Availability. 2.1 Description. Service provides the physical connection between the Service Address and the CenturyLink Domestic Network. If a generic demarcation point (such as a street address) is provided, the demarcation point for On -Net Access will be CenturyLink's Minimum Point of Entry (MPOE) at such location (as determined by CenturyLink). Off -Net Access demarcation points will be the off -net vendor's MPOE. If the Order identifies aspects of services that are procured by Customer directly from third parties, CenturyLink is not liable for such services. Customer may request additional wiring from the demarcation point to Customer's network interface equipment (where available). If Customer requests additional wiring, CenturyLink will notify Customer of the charge to be billed to Customer. Customer may either approve or disapprove CenturyLink providing the additional wiring. Additional wiring could entail electrical or optical cabling into 1) existing or new conduit or 2) bare placement in drop down ceilings, raised floors, or mounted to walls/ceilings. Once Service is accepted by Customer, the additional wiring then becomes property of and maintained by Customer. CenturyLink will maintain Service to the demarcation point only. Customer is responsible for any facility or equipment maintenance and repairs on Customer's side of the demarcation point. All equipment owned by CenturyLink remains property of CenturyLink. Customer disclaims any interest in any equipment, property or licenses used by CenturyLink to provide Service. CenturyLink will not provide Service to a residential location, even if business is conducted at that location. Service is not a standalone service and Customer must purchase the Service in connection with another CenturyLink service for which a local loop is required. 2.2 Types of Service Technologies. CenturyLink uses the following different technologies to provide Service. Some technologies or speeds may not be available in all areas or with certain types of Service. (a) Special Access. "Special Access" means Service using digital signal bandwidths DSO, DS1 and DS3 or Optical Carrier signal bandwidths 0C3, 0C12, 0C48 and 0C192. (b) Ethernet Local Access ("ELA"). ELA means Service under Ethernet technology and is available at bandwidths varying from 1 Mbps to 1,000 Mbps (1G) and 10G (Cross -Connect Access only). (c) Wavelength Local Access. "Wavelength Local Access" means Service using wave division multiplexing technology. Wavelength Local Access is available at bandwidths of 1 GbE, 10 GbE LAN PHY, 2.5 G (0C48), 10 GbE WAN PHY (OC192), 40G, OTU1, OTU2, OTU3, 1G, 2G, 4G and 10G. (d) DSL Local Access. "DSL Local Access" means access using digital subscriber line ("DSL") technology. DSL Local Access is available at bandwidths varying from 128 kbps/64 kbps to 15000 Mbps/1000 Mbps. 2.2.1 Use of IP Connection. In some locations, CenturyLink will enable the Service using "IP Connection" which is a Layer 3, symmetrical functionality that utilizes established IP and MPLS transport technologies. In such cases, Customer agrees that it will use IP Connection functionality only for the provision of either: (i) wireline broadband Internet access (as defined in applicable Federal Communications Commission orders and regulations), or (ii) wireline broadband Internet access plus additional information services, with wireline broadband Internet access constituting a principal use. CenturyLink can provision IP Connection functionality over multiple designs with MPLS transport supporting speeds up to 1G/1G. 2.3 Types of Service. CenturyLink offers the following three types of Service: CenturyLink Provided Access, Customer Provided Access or Cross -Connect Access. 2.3.1 CenturyLink Provided Access. "CenturyLink Provided Access" or "CLPA" means either On -Net Access or Off -Net Access. "On -Net Access" is provided on the CenturyLink owned and operated network. Any access not provided on the CenturyLink owned and operated network is "Off -Net Access." Customer may request a Preferred Provider for Off -Net Access from a list of available providers with whom CenturyLink has interconnect agreements. CenturyLink will attempt to use Customer's Preferred Provider, but both final routing and the provider actually used will be chosen by CenturyLink. If CenturyLink is unable to use Customer's Preferred Provider for a specific Service Address as designated in the pricing attachment or a quote, then the rate for Service at that Service Address may be subject to change. Where available for Special Access, ELA and Wavelength Local Access, Customer may request CenturyLink to provide a separate fiber facility path for a protection system between the local access provider's serving wire center and the Service Address ("Protect Route"). Protect Route uses backup electronics and two physically separate facility paths in the provisioning of Service. If the working facility or electronics fail, or the Service performance becomes impaired, the facility is designed to automatically switch to the Service protect path in order to maintain a near -continuous flow of information between locations. Special Access and ELA are also generally available as a central office meet point at a local access provider central office to which Customer has a dedicated connection. Unless otherwise covered by another SLA, On -Net Access is subject to the On -Net Local Access Service Level Agreement located at htto://www.centurvlink.com/legal/docs/Local-Access-SLA.Ddf, which is subject to change. 2.3.2 Customer Provided Access. "Customer Provided Access" or "CPA" means a local loop that Customer orders from a local access provider to connect Customer's premises to the CenturyLink Domestic Network at a connection point specified by CenturyLink. CenturyLink will provide Customer with a limited letter of agency ("LOA"), which is incorporated by this reference, authorizing Customer to act as CenturyLink's agent so that Customer's local access provider will connect Customer's premises to the CenturyLink Domestic R084085 Page 14 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.061719 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION CENTURYLINK® LOCAL ACCESS SERVICE EXHIBIT Network. Customer will also need to execute a CPA -DAR Addendum for CPA POP with ELA or Wavelength Local Access. Customer will pay a CPA charge to CenturyLink when Customer uses the following: (a) Special Access CPA dedicated facilities or ELA CPA virtual local area network ("VLAN"), both of which are dedicated entrance facilities CenturyLink leases from a local access provider and that carry traffic only from CenturyLink; or (b) ELA CPA POP, which requires CenturyLink to provide space and power for the local access provider to install Ethernet equipment; or (c) Wavelength Local Access. Customer will pay a CPA charge to CenturyLink when Customer uses Special Access CPA non -dedicated facilities owned by local access providers and that carry traffic from multiple carriers, including CenturyLink, if the provider charges CenturyLink for those facilities. CPA ELA VLAN is an access type where CenturyLink will provision and assign an Ethernet virtual circuit from a CenturyLink POP to a Customer designated Ethernet facility leased from a common Ethernet service provider. This access will be used to connect to a CenturyLink VLAN assignment on a CenturyLink IQ® Networking Private Port or E -Line. CenturyLink will not bill customer a CPA charge for an IP layer 3 expansion site because Customer, not CenturyLink, is responsible for ordering a cross -connect from the IP layer 3 expansion site manager to meet CenturyLink in the IP layer 3 expansion site's meet -me -room. CPA is the responsibility of Customer and CenturyLink will not pay for or troubleshoot components of CPA. 2.3.3 Cross -Connect Access. "Cross -Connect Access" or "XCA" means: (a) an intra-POP connection between certain Customer facilities with direct access to the CenturyLink Domestic Network and the CenturyLink backbone access point (either (i) located within CenturyLink's transport area where CenturyLink allows Customer to bring its own fiber directly to the CenturyLink fiber under an executed Direct Connect Agreement ("Direct Connect") or (ii) in an area where Customer has leased space in a CPOP, a remote collocation site, or a collocation hotel under a Telecommunications Collocation License Agreement or (b) a connection between a CenturyLink-determined data center and a CenturyLink IQ Networking Port, Optical Wavelength Service ("OWS"), or E -Line ("Data Center Access") under an executed CenturyLink TS Service Exhibit with a CenturyLink IQ Networking, OWS or E -Line Service Exhibit. Data Center Access is available in bandwidths of 100 Mbps, 1G, and 10G (CenturyLink IQ Networking and OWS only). Direct Connect requires splicing of Customer and CenturyLink fibers and cross -connection of individual circuits. 2.4 RSS. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents while using the Service, more than 10% of its usage will be interstate usage. 3. Ordering. Customer may submit requests for Service in a form designated by CenturyLink ("Order"). CenturyLink will notify Customer of acceptance of an Order for Service by delivering (in writing or electronically) the date by which CenturyLink will install Service (the "Customer Commit Date"), or by delivering the Service. Provision of Services is subject to availability of adequate capacity and CenturyLink's acceptance of an Order. In lieu of installation Service Level credits, if CenturyLink's installation of Service is delayed by more than 30 business days beyond the Customer Commit Date, Customer may terminate the affected Service without liability upon written notice to CenturyLink, provided such written notice is delivered prior to CenturyLink delivering a Connection Notice for the affected Service. This termination right will not apply where CenturyLink is constructing facilities to a new location not previously served by CenturyLink. 4. Charges. Customer will pay the rates set forth in the attached pricing attachment or a quote or Order if the rates for Service at a particular Service Address are not included in the pricing attachment, and all applicable ancillary Service charges. CenturyLink invoices MRCs in advance and NRCs in arrears. If the delivery of a Connection Notice for any Service falls on any day other than the first day of the month, the first invoice to Customer will consist of: (a) the pro -rata portion of the applicable MRC covering the period from the delivery of the Connection Notice to the first day of the subsequent month; and (b) the MRC for the following month. Charges for Service will not be used to calculate Contributory Charges. Customer will receive the rates for Service as shown on the pricing attachment regardless of whether an NPA/NXX split or overlay occurs. If CenturyLink cannot complete installation due to Customer delay or inaction, CenturyLink may begin charging Customer and Customer must pay such charges. 4.1 Ancillary Charges. Ancillary charges applicable to Service include but are not limited to those ancillary services set forth in this section. If an ancillary charge applies in connection with provisioning a particular Service, CenturyLink will notify Customer of the ancillary charge to be billed to Customer. Customer may either approve or disapprove CenturyLink providing the ancillary service. (a) Expedite. A local loop expedite charge applies to Orders where Customer requests the delivery of Service one or more days before the Customer Commit Date. Customer may only request to expedite CenturyLink Provided Access of Special Access and ELA Orders (where underlying local access provider allows CenturyLink to order an expedited service.) (b) Construction. Construction charges apply if; (i) special construction is required to extend Service to the demarcation point; or (ii) other activities not covered under the Building Extension Service Service Schedule are required beyond the demarcation point, that cause CenturyLink to incur additional expenses for provisioning the Service ("Construction"). If Customer does not approve of the Construction charges after CenturyLink notifies Customer of the charges, the Service ordered will be deemed cancelled. (c) Multiplexing. Customer may request multiplexing for Special Access where available. CenturyLink will multiplex lower level local loop into a higher local loop, or vice -versa, for an additional charge. CenturyLink offers multiplexing at a CPOP, at an On -Net Access building or at an ILEC/CLEC facility providing the Off -Net Access. For multiplexing at a CenturyLink On -Net Access building, CenturyLink provides multiplexed circuit handoffs to Customer at the same On -Net Access Service Address. For multiplexing at ILEC/CLEC facility, CenturyLink facilitates the delivery of multiplexed circuit handoffs to 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. Pricing for multiplexing at an ILEC/CLEC facility is on an individual case basis. R084085 Page 15 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.061719 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION CENTURYLINK® LOCAL ACCESS SERVICE EXHIBIT (d) Changes. Ancillary change charge applies where Customer requests CenturyLink to change a local loop to a different Service Address that is within the same Customer serving wire center as the existing local loop, but a Cancellation Charge does not apply. 5. Tenn; Cancellation. 5.1 Term. The term of an individual Service continues for the number of months specified in the attached pricing attachment for a particular Service Address or a quote or Order for Service issued by CenturyLink if the rates for Service at a particular Service Address are not included in the pricing attachment ("Service Term"). Excluding voice loops and Data Center Access with a month -to -month Service Term, the Service Term will not be less than 12 months. Service will continue month -to -month at the expiration of the Service Term at the existing rates, subject to adjustment by CenturyLink on 30 days' written notice. 5.2 Cancellation and Termination Charges. (a) Customer may cancel an Order (or portion thereof) prior to the delivery of a Connection Notice upon written notice to CenturyLink identifying the affected Order and Service. If Customer does so, Customer will pay CenturyLink a cancellation charge equal to the sum of: (1) for Off -Net Access, third party termination charges for the cancelled Service; (2) for On -Net Access one month's monthly recurring charges for the cancelled Service; (3) the non -recurring charges for the cancelled Service; and (4) CenturyLink's out-of-pocket costs (if any) incurred in constructing facilities necessary for Service delivery. (b) Customer may terminate a specified Service after the delivery of a Connection Notice upon 30 days' written notice to CenturyLink. If Customer does so, or if Service is terminated by CenturyLink as the result of Customer's default, Customer will pay CenturyLink a termination charge equal to the sum of: (1) all unpaid amounts for Service actually provided; (2) 100% of the remaining monthly recurring charges for months 1-12 of the Service Term; (3) 50% of the remaining monthly recurring charges for month 13 through the end of the Service Term; and (4) if not recovered by the foregoing, any termination liability payable to third parties resulting from the termination and any out-of-pocket costs of construction to the extent such construction was undertaken to provide Service hereunder. The charges in this Section represent CenturyLink's reasonable liquidated damages and are not a penalty. Notwithstanding the foregoing, for the Existing Services, Customer may terminate a specified Service after the delivery of a Connection Notice upon 30 days' written notice to CenturyLink. If Customer does so, or if Service is terminated by CenturyLink as the result of Customer's default, Customer will pay CenturyLink a termination charge equl to the sum of: (1) all unpaid amounts for the Service actually provided; (2) 100% of the remaining monthly recurring charges for months 1-12 of the Service Term plus any applicable third - party costs associated with the Local Access. (c) Customer Provided Access - Cancellation of Connectivity after Delivery of a Connection Notice. To cancel CPA, Customer must provide CenturyLink 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 CenturyLink with the DFOC notice within 30 calendar days after CenturyLink's receipt of the notice to cancel the CPA, or if CenturyLink disconnects CPA for Cause, then CenturyLink may disconnect the CPA or require the CPA provider to do so. Customer will remain liable for charges for the connectivity to CPA (even if Customer cannot use the CPA) until: (i) Customer furnishes the required DFOC to CenturyLink; or (ii) either party cancels the associated CPA with the CPA provider. 6. Provisioning, Maintenance and Repair. CenturyLink may re -provision any local access circuits from one off -net provider to another or to On -Net Access and such changes will be treated as scheduled maintenance. Scheduled maintenance will not normally result in Service interruption. If scheduled maintenance requires Service interruption CenturyLink will: (1) provide Customer seven days' prior written notice, (2) work with Customer to minimize interruptions and (3) use commercially reasonable efforts to perform such maintenance between midnight and 6:00 a.m. local time. 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. If third -party local access services are required for the Services, Customer will: (4) provide CenturyLink with circuit facility and firm order commitment information and design layout records to enable cross -connects to CenturyLink Service(s) (provided by CenturyLink subject to applicable charges), (5) cooperate with CenturyLink (including changing demarcation points and/or equipment and providing necessary LOAs) regarding circuit grooming or re -provisioning, and (6) where a related Service is disconnected, provide CenturyLink a written DFOC from the relevant third -party provider. 7. Other Terms. 7.1 General. Any references to a Revenue Commitment or Contributory Charges will not apply to this Service Exhibit. 7.2. Cancellation and Termination Charges. This Section replaces the Cancellation and Termination Charges Section in the Agreement: Termination. Either party may terminate a specified Service: (a) as set forth above with 60 days' prior written notice to the other party, or (b) for Cause. Customer may cancel an Order (or portion thereof) for Service prior to the delivery of a Connection Notice upon written notice to CenturyLink identifying the affected Order and Service. If Customer does so, Customer will pay R084085 Page 16 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.061719 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION CENTURYLINK® LOCAL ACCESS SERVICE EXHIBIT Centurylink the termination charges set forth above, in addition to any and all charges that are accrued but unpaid as of the termination date. If the Agreement is terminated by Customer for any reason other than for Cause, or by CenturyLink for Cause prior to the conclusion of the Term, all Services are deemed terminated, and Customer will pay the termination charges set forth above, in addition to any and all charges that are accrued but unpaid as of the termination date. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breach, within 30 days after written notice (unless a shorter notice period is identified in a Service Attachment). 7.3 Out -of -Service Credit. For Services without a Service Level or applicable out -of -service credit for service interruption in a Tariff, this Out -of -Service Credit is the Service Level provision for purposes of the Agreement. Customer must request the Out -of -Service Credit and open a trouble ticket to report to CenturyLink the interruption of Service to CenturyLink. If CenturyLink causes Downtime, CenturyLink will give Customer a credit; such credit will be paid as a percentage of the Customer's MRC based on the ratio of the number of minutes of Downtime relative to the total number of minutes in the month when the Downtime occurred. No credits will be given where the Downtime is caused by: (a) the acts or omissions of Customer, its employees, contractors or agents or its End Users; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by CenturyLink or its international service providers; (c) Force Majeure Events; (d) scheduled service maintenance, alteration or implementation; (e) the unavailability of required Customer personnel, including as a result of failure to provide CenturyLink with accurate, current contact information; (f) CenturyLink's lack of access to the Customer premises where reasonably required to restore the Service; (g) Customer's failure to release the Service for testing or repair and continuing to use the Service on an impaired basis; (h) CenturyLink's termination of Service for Cause or Customer's violation of the Use of Service provisions in this Appendix or in the applicable Service Exhibit; or (i) improper or inaccurate network specifications provided by Customer. "Downtime" is an interruption of Service confirmed by CenturyLink that is measured from the time Customer opens a trouble ticket with CenturyLink to the time Service has been restored. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breach, within 30 days after written notice. 7.4 Service Notices. Notices for disconnection of Service must be submitted to CenturyLink via Email at: BusinessDisconnects@Centurvlink.com. Notices of non -renewal for Services must be sent via e-mail to: CenturyLink, Attn.: CenturyLink NoRenew, e-mail: Norenew@centurvlink.com. Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CenturyLink via Customer's portal at https://www.centurvlink.com/business/losain/ or via Email at: Care.lnauirvttCenturvlink.com. All other routine operational notices will be provided by Customer to its CenturyLink sales representative. 7.5 Acceptable Use Policy and Use of Service. CenturyLink may also terminate Service for Cause under this Section where Customer's use of the Service: (a) is contrary to the Acceptable Use Policy incorporated by this reference and posted at jttto://www.centurvlink.com/IeaalI, (b) constitutes an impermissible traffic aggregation or Access Arbitrage, (c) avoids Customer's obligation to pay for communication services, and (d) violates the Use of Service terms or compliance terms. Customer may have obligations under 47 CFR 9.5 relating to 911 if Customer combines the Service with other products creating a VoIP or VoIP-like service that facilitates the transmission of voice services. 7.6 CPNI. 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. "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. 7.7 Conflicts. If a conflict exists among the provisions of the Service Attachments, the order of priority will be as follows: the Service Exhibit and then the Agreement. 7.8 Fees. Charges for certain Services are subject to (a) a property tax surcharge and (b) a cost recovery fee per month to reimburse CenturyLink for various governmental taxes and surcharges. Such charges are subject to change by CenturyLink and will be applied regardless of whether Customer has delivered a valid tax exemption certificate. For additional details on taxes and surcharges that are assessed, visit htto://www.centurvlink.com/taxes. Additional rates, charges and fees for Service elements not identified in the Agreement are located in the applicable Tariff. "Tariff' includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at http://www.centurvlink.com/tariffs. 8. Definitions. "CenturyLink Domestic Network" means the CenturyLink network located within the contiguous U.S., Alaska and Hawaii, which is comprised only of physical media, including switches, circuits, and ports that are operated by CenturyLink. "CPOP" means a CenturyLink-owned physical point of presence that lies directly on the CenturyLink Domestic Network where direct interconnection between the CenturyLink Domestic Network and a local access provider's network is possible. R084085 Page 17 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.061719 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION CENTURYLINK® LOCAL ACCESS SERVICE EXHIBIT "Service Address" means the building where Customer receives Service. Only a building that is classified by CenturyLink as a business address can be a Service address. R084085 Page 18 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.061719 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION 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 Service Exhibit. 1. Customer will pay the MRCs and NRCs for Service at the particular Service Address; or NPA/NXX or CLLI if no Service Address is provided, set forth in the pricing table below. In addition, Customer will pay all MRCs or NRCs for any ancillary services provided as described in the Local Access Service Exhibit, including without limitation Construction charges. The MRCs and NRCs set forth below apply to new Service only and do not apply to Service ordered prior to the effective date of this pricing attachment. All MRCs and NRCs set forth in the below table apply per circuit and not per Service Address. Any modifications to any attribute of the particular Service in the pricing table below (i.e., the NPA/NXX or CLLI, Service Address, Type of Local Access, Service Term or circuit speed) will render the pricing below void, and Customer will pay the revised rates agreed upon by the parties for the particular Service at the Service Address or NPA/NXX or CLLI, as applicable. If a DS1 is bonded with one or more DS1s to create a higher speed NxDS1 at the same Service Address, the MRC for the DS1 may be multiplied by the number of bonded DS1s to determine the MRC for the NxDS1.Any future Service ordered will be charged the current quoted MRC and NRC per Service as specified on a valid CenturyLink quote or Order, not the MRC and NRC per Service specified below. No other discounts or promotions apply. Certain types of Service have separate service or agreement requirements as defined in the Local Access Service Exhibit. NPA/NXX Loop Tracking ID / CNDC Service Address Type of Local Access Service Term (in months) Circuit Speed Local Access Net Rate MRC Install NRC* 303270 191011372064 12500 E. Arapahoe Rd., Centennial, CO 80112 ELA - Native SingleCoSLow 36 600 Mbps $710.00 $0.00 970330 191014611085 2329 115th Ave., Greeley, CO 80634 ELA Native SingleCoSLow 36 100 Mbps $250.00 $0.00 970304 191011372201 2950 9'" St., Greeley, CO 80631 ELA - Native SingleCoSLow 36 200 Mbps $295.00 $0.00 970330 191011372347 3105 35'" Ave., Greeley, CO 80634 ELA - Native SingleCoSLow 36 900 Mbps $897.00 $0.00 303485 191011372250 420910'" St., Greeley, CO 80631 ELA Native SingleCoSLow 36 200 Mbps $295.00 $0.00 970304 191014611230 91510'" St., Greeley, CO 80631 ELA - Native SingleCoSLow 36 20 Mbps $130.00 $0.00 970304 19101372510 915 10th St., Greeley, CO 80631 ELA Native SingleCoSLow 36 900 Mbps $897.00 $0.00 2. On -Net CenturyLink Provided Access Install NRC Discount. Install NRCs specified above for On -Net CenturyLink Provided Access will receive a 100% discount so long as such Service ordered hereunder and subject to this discount remains installed and used by Customer for the duration of the first 12 months of the Service Term. Supplemental NRCs, including but not limited to: Construction, Extended Wiring, Local Loop Expedite, Local Loop Change Fee and Multiplexing, Customer Provided Access NRCs, and Cross -Connect NRCs are not eligible for any discount. For Informational Purposes Only Port plus Loop pricing; Diversity charges not included: Service Address Circuit Speed Local Access Net Rate MRC Port Net Rate Install NRC" Total MRC 12500 E. Arapahoe Rd., Centennial, CO 80112 600 Mbps $710.00 $995.00 $0.00 $1,705.00 2329 115th Ave., Greeley, CO 80634 100 Mbps $250.00 $445.00 $0.00 $695.00 2950 9'" St., Greeley, CO 80631 200 Mbps $295.00 $575.00 $0.00 $870.00 3105 35th Ave., Greeley, CO 80634 900 Mbps $897.00 $1,350.00 $0.00 $2,247.00 420910'" St., Greeley, CO 80631 200 Mbps $295.00 $575.00 $0.00 $870.00 91510'" St., Greeley, CO 80631 20 Mbps $130.00 $375.00 $0.00 $505.00 915 10'" St., Greeley, CO 80631 900 Mbps $897.00 $1,350.00 $0.00 $2,247.00 R084085 Page 19 of 29 CONFIDENTIAL ® CenturyLink. All Rights Reserved. CGT v1.061719 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION RENTAL CPE SERVICE EXHIBIT 1. General; Definitions. CenturyLink will provide Customer with rental customer premises equipment and software license offerings (collectively, "CPE") and CPE installation and maintenance ("Service") under the terms set forth in the Agreement, this Service Exhibit and any Rental CPE Rate Attachment submitted hereunder. Capitalized terms not defined herein are defined in the Agreement. "Rental CPE Rate Attachment" means the CenturyLink order request form issued and executed by CenturyLink and Customer. CPE, as defined in this Service Exhibit, does not include CPE purchased by Customer. In order to qualify for CPE, Customer must also purchase either CenturyLink IQ® Networking, SIP Trunk, Analog VoIP, Hosted VoIP, Managed Office, Managed Enterprise, Integrated Access, Hosted Collaboration Solution, SD -WAN or any CenturyLink bundle, package or promotion that includes these services; or CenturyLink QC intrastate Metro Ethernet service under a separate agreement (collectively "Underlying Service"). 2. Delivery and Return. CPE will be delivered to Customer's location as identified, in writing, by Customer. Delivery will be made either by F.O.B. origin, freight paid by Customer, or personal delivery by CenturyLink. CPE will be installed as designated herein, or as otherwise agreed upon by the parties. Except as otherwise provided in the Service Exhibit for the Underlying Service, upon termination of Service, or when Customer replaces CPE with upgraded models, Customer must return terminated or replaced CPE at its own expense within 15 calendar days of termination or replacement. CenturyLink will provide Customer with return instructions. Customer will deliver CPE to CenturyLink in the same condition it was on the Effective Date, normal wear and tear excepted, and give CenturyLink written notice of such return. If CPE is not returned within 15 calendar days of termination, Customer will become owner of and bear all responsibility for the terminated or replaced CPE and CenturyLink may invoice Customer the then -current value of the applicable CPE model ("Replacement Cost"). 3. Ownership and Use. Except as provided in Paragraph 2, CPE is the personal property of CenturyLink, its designee or a third - party provider, notwithstanding that the CPE, or any part thereof, may be affixed or attached to Customer's real property or any improvements thereon. Customer has no right or interest to the CPE other than as provided herein and will hold the CPE subject and subordinate to the rights of CenturyLink. Customer will: (a) at its own expense, keep the CPE free and clear of any claims, liens, and encumbrances of any kind; and (b) make no alterations or affix any additions or attachments to the CPE, except as approved by CenturyLink in writing. Customer will not remove, alter or destroy any labels on the CPE and will allow CenturyLink the inspection of the CPE at any time. As between CenturyLink and Customer, Customer will bear the entire risk of loss, theft, casualty, destruction or damage to the CPE following delivery from any cause whatsoever (collectively, "Loss"), until returned to CenturyLink. Customer will indemnify, defend and hold harmless CenturyLink its affiliates, and contractors for any such Loss. Customer agrees to advise CenturyLink in writing within five business days of any such Loss. In no event will such Loss relieve Customer of the obligation to pay CenturyLink any amounts due hereunder. 4. Software. Software licensor has retained title to the software. To the extent possible, CenturyLink grants Customer a software license or sublicense in the software according to the licensing agreement accompanying such software, which extends only to Customer's own internal business use of such software and only on or with the designated CPE. Software must be held in confidence and may not be reproduced unless specifically authorized by the software licensor. Customer is prohibited from reverse engineering, decompiling or disassembling the CPE or otherwise attempting to derive the source code of the software. All CPE is subject to the terms and conditions set forth in the manufacturer's or publisher's warranty or end -user license. 5. Insurance. a) Customer is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §§24-10-101, et seq., C.R.S. (the "GIA"), Customer shall maintain, at all times during the term of this Contract such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. (b) No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. (c) Commercial General Liability with limits not less than $1,000,000 per occurrence and aggregate. (d) "All -Risk" property insurance on a replacement cost basis in an amount sufficient to cover the CPE, including CenturyLink or a third - party provider designated by CenturyLink, as loss payee as their interests may appear. CenturyLink, its affiliates, subsidiaries, and parent, as well as the officers, directors, employees and agents of all such entities will be included as additional insureds on the Commercial General Liability policy. Policies will be primary and not contributory to insurance which may be maintained by CenturyLink, subject to the Indemnification provisions of this Agreement. Prior to commencement of work under this Agreement, Customer will make available to CenturyLink evidence of the insurance required herein. 6. Charges. The charges for CPE and Service are set forth in the Rental CPE Rate Attachment, and will be used to calculate Contributory Charges. Charges will commence within five days of CenturyLink's notification to Customer that the Underlying Service is provisioned and ready for use ("Start of Service Date"). CenturyLink may cease providing Service and demand return of CPE if payment is not made when due. 7. CPE Replacement Recovery Charge. Where CPE rented from CenturyLink is replaced due to loss or damage not covered by maintenance under the applicable Detailed Description (for example, damage from accident, misuse or abuse), Customer will pay: (a) the R084085 Page 20 of 29 ® CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.021618 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION RENTAL CPE SERVICE EXHIBIT Replacement Cost for the damaged CPE, and (b) a one-time charge to cover CenturyLink's cost to ship the new CPE. If Customer requires on -site assistance from CenturyLink to install the replacement CPE, an additional dispatch charge will apply. CenturyLink will quote the charges in advance, obtain Customer's approval, and invoice the charges within 60 days. Customer is responsible for any claim for reimbursement from its insurance carrier. The terms and conditions in this Service Exhibit will continue to apply. Replacement CPE may or may not be the some model. 8. Term. This Service Exhibit will commence on 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 terminated. Either party may terminate this Service Exhibit with at least 60 days prior written notice to the other party. Termination will not affect obligations under Rental CPE Rate Attachments accepted prior to the effective date of termination, and this Service Exhibit will remain in effect as to such obligations if it would otherwise have terminated. CPE and Service ordered during the Term will commence on the Start of Service Date and will continue for a number of months as set forth on the Rental CPE Rate Attachment ("CPE Term"). Upon expiration of the CPE Term, CPE and Service will automatically renew on a month to month basis at the then current rates, unless either party elects to terminate the CPE and Service by providing 60 days prior written notice of such termination to the other party. If the Agreement or any GPE and Service provided hereunder are terminated prior to the expiration of the appicable CPE Term for reasons other than by Customer for Cause, then Customer will pay to CenturyLink: (a) all charges for CPE and Service provided through the effective date of such cancellation; and (b) an early cancellation charge of 100% of the balance of MRCs that otherwise would have become due for the unexpired portion of the CPE Term. 9. Installation, Maintenance and Safety Compliance. Installation, maintenance or other labor provided to Customer pursuant to this Agreement is subject to, and controlled by, Detailed Description(s) which are posted under CPE at http://www.centurvlink.com/Iegal/ and are incorporated by reference and made a part of this Service Exhibit. CenturyLink may change the Detailed Descriptions at any time and such change will be effective upon posting to the Web site. Customer is responsible for informing CenturyLink of the existence, location and condition of any Hazardous Substances that may be in or around the CenturyLink work area. "Hazardous Substance" means a substance regulated by any safety regulation and includes, without limitation, asbestos. 10. Additional Limitation of Liabilities. If CPE contains a firewall or other security features, CenturyLink makes no warranty, guarantee, or representation, express or implied, that all security threats and vulnerabilities will be detected or that the performance of Service will render Customer's systems invulnerable to security breaches. Customer is responsible for Customer's own network security policy and security response procedures. If any equipment or software not provided by CenturyLink impairs Customer's use of CPE, Service or an Underlying Service: (a) Customer will nonetheless be liable for payment for all CPE, Service and Underlying Service provided by CenturyLink; and (b) any SLA generally applicable to the Service or Underlying Service will not apply. 11. Miscellaneous. With respect to the Agreement terms incorporated by reference, "Service" is replaced with "CPE" and "Service" as defined in this Service Exhibit. 12. Other Terms. 12.1 General. Any references to a Revenue Commitment or Contributory Charges will not apply to this Service Exhibit. 12.2 Cancellation and Termination Charges. This Section replaces Section 4.6, the Cancellation and Termination Charges set forth in the Agreement: Termination. Either party may terminate an individual Service: (a) as set forth above with 60 days' prior written notice to the other party, or (b) for Cause. If an individual Service is terminated by Customer for any reason other than for Cause or by CenturyLink for Cause prior to conclusion of the applicable CPE Term, then Customer will pay the termination charges set forth above, in addition to any and all charges that are accrued but unpaid as of the termination date. If the Agreement is terminated by Customer for any reason other than for Cause, or by CenturyLink for Cause prior to the conclusion of the Term, all Services are deemed terminated, and Customer will pay the termination charges set forth above, in addition to any and all charges that are accrued but unpaid as of the termination date. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breath, within 30 days after written notice (unless a shorter notice period is identified in a Service Attachment). 12.3 Service Notices. Notices for disconnection of Service must be submitted to CenturyLink via Email at: BusinessDisconnects@Centurylink.com. Notices of non -renewal for Services must be sent via e-mail to: CenturyLink, Attn.: CenturyLink NoRenew, e-mail: Norenewralcenturvlink.com. Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CenturyLink via Customer's portal at https://www.centurvlink.com/business/login/ or via Email at: Care.Inouirvti2Centurvlink.com. All other routine operational notices will be provided by Customer to its CenturyLink sales representative. 12.4 CPNI. 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. "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. R084085 Page 21 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.021618 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION RENTAL CPE SERVICE EXHIBIT 12.5 Conflicts. If a conflict exists among the provisions of the Service Attachments, the order of priority will be as follows: the Service Exhibit, the general terms of the Agreement, SLA, SOW (if any) and Order Form, as applicable, and then any other documents attached or expressly incorporated into the Agreement. R084085 Page 22 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.021618 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION Service Appendix (Retail Version) 1. General. This Service Appendix sets forth the terms generally applicable to certain Services provided by CenturyLink Communications, LLC, formerly Qwest Communications Company LLC ("CenturyLink" or "CenturyLink QCC") under the Agreement ("Services"). The Agreement is the CenturyLink Master Service Agreement. Any references to a CenturyLink Total Advantage Agreement in a Service Attachment will not apply. Capitalized terms not defined herein are defined in the Agreement or Service Attachments. CenturyLink will provide Services under the terms of the Agreement, this Service Appendix, and applicable Service Attachments. Any references to a Revenue Commitment or Contributory Charges in a Service Attachment will not apply to this Agreement. Further, any individual Service or Service Attachment may have its own expiration or cutoff date. 2. Service Attachments. Customer may purchase Services in the following Service Exhibits attached to this Service Appendix. • Domestic Diversity Service Exhibit 3. Cancellation and Termination Charges. The following replaces the Cancellation and Termination Charges section of the Agreement: Either party may terminate an individual Service or a Service Attachment: (a) in accordance with the terms of the Service Exhibit's requirements with 60 days' prior written notice to the other party, or (b) for Cause. If an individual Service or Service Attachment is terminated by Customer for any reason other than for Cause or by CenturyLink for Cause prior to conclusion of the applicable Order Term or Service Term, then Customer will pay the termination charges in accordance with each Service Attachment, in addition to any and all charges that are accrued but unpaid as of the termination date. If the Agreement is terminated by Customer for any reason other than for Cause, or by CenturyLink for Cause prior to the conclusion of the last effective Order Term or Service Term, all Services are deemed terminated, and Customer will pay the termination charges set forth above, in addition to any and all charges that are accrued but unpaid as of the termination date. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breach, within 30 days after written notice (unless a shorter notice period is identified in a Service Attachment). 4. Out -of -Service Credit. For Services without a Service Level or applicable out -of -service credit for service interruption in a Tariff, this Out -of -Service Credit is the Service Level provision for purposes of the Agreement. Customer must request the Out -of -Service Credit and open a trouble ticket to report to CenturyLink the interruption of Service to CenturyLink. If CenturyLink causes Downtime, CenturyLink will give Customer a credit; such credit will be paid as a percentage of the Customer's MRC based on the ratio of the number of minutes of Downtime relative to the total number of minutes in the month when the Downtime occurred. No credits will be given where the Downtime is caused by: (a) the acts or omissions of Customer, its employees, contractors or agents or its End Users; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by CenturyLink or its international service providers; (c) Force Majeure Events; (d) scheduled service maintenance, alteration or implementation; (e) the unavailability of required Customer personnel, including as a result of failure to provide CenturyLink with accurate, current contact information; (f) CenturyLink's lack of access to the Customer premises where reasonably required to restore the Service; (g) Customer's failure to release the Service for testing or repair and continuing to use the Service on an impaired basis; (h) CenturyLink's termination of Service for Cause or Customer's violation of the Use of Service provisions in this Appendbc or in the applicable Service Exhibit; or (i) improper or inaccurate network specifications provided by Customer. "Downtime" is an interruption of Service confirmed by CenturyLink that is measured from the time Customer opens a trouble ticket with CenturyLink to the time Service has been restored. 5. Installation, Maintenance and Repair. The following are supplemental terms to the Scheduled Maintenance and Local Access section of the Agreement: (a) Provision of Services is subject to availability of adequate capacity and CenturyLink's acceptance of a complete Order Form and (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 cispatching 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. "Order Form" includes both order request forms and quotes issued by CenturyLink. If a CenturyLink 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. 6. Service Notices. Notices for disconnection of Service must be submitted to CenturyLink via Email at: BusinessDisconnectseCenturylink.com. Notices of non -renewal for Services must be sent via e-mail to: CenturyLink, Attn.: CenturyLink NoRenew, e-mail: Norenew@centurvlink.com. For Services under the Select Advantage Service Exhibit, Customer must call the customer care number specified on Customer's invoice to provide notice of disconnect and termination. Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CenturyLink via Customer's portal at httes://www.centurylink.com/business/login/ or via Email at: Care.Inauirv@Centurylink.com. All Customer notices for Service non -renewal, billing disputes and other routine operational notices will be provided to its CenturyLink sales representative. 7. Access Arbitrage. If CenturyLink determines the number of calls routed by Customer via Access Arbitrage exceeds 11.4% of Customer's total call volume, CenturyLink will apply to 95% of their high cost minutes an inbound and outbound per minute fee of $0.10 for switched Services and $0.05 per minute for dedicated Services. In addition, CenturyLink may immediately restrict, suspend, or discontinue Service used in connection with Access Arbitrage upon notice of such violation to Customer. "Access Arbitrage" is the methodology used by Customer to exploit or benefit from the difference between the rates for CenturyLink voice Services and the originating or terminating charges imposed by the Local Exchange Carrier, which includes: (i) using switching equipment or a call processing system (such as a prepaid card, calling card, or teleconferencing platform) to segregate and systematically route calls to R084085 Page 23 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.040819 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION Service Appendix (Retail Version) CenturyLink characterized by a greater discrepancy between the access costs and the price charged by CenturyLink;(ii) routing cats through a call processing system where the percentage of high cost minutes routed to CenturyLink using the Service exceeds 11.4%; (iii) segregating calls within another carrier's network or a call processing system to systematically route calls to CenturyLink where the access costs exceed the price of long distance service provided by CenturyLink; (iv) transporting intrastate traffic into a different state in order to cause the traffic to be rated by CenturyLink at a lower Interstate rate than would otherwise apply; or (v) any other means to exploit or benefit from the difference between the rates for Services and the originating or terminating access charges imposed by the local exchange carrier. 8. Acceptable Use Policy and Use of Service. CenturyLink may also terminate Service for Cause under this Section where Customer's use of the Service: (a) is contrary to the Acceptable Use Policy incorporated by this reference and posted at http://www.centurylink.com/leaal/, (b) constitutes an impermissible traffic aggregation or Access Arbitrage, (c) avoids Customer's obligation to pay for communication services, (d) violates the Use of Service terms or compliance terms contained in the applicable Service Attachment, and (e) fails to comply with all applicable call recording laws. Customer may have obligations under 47 CFR 9.5 relating to 911 if Customer combines the Service with other products creating a VoIP or VoIP-like service that facilitates the transmission of voice services. 9. CPNI. 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. "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. 10. Conflicts. If a conflict exists among the provisions of the Service Attachments for Services, the order of priority will be as follows: the applicable Service Exhibit, this Service Appendix; the RSS or ISS, the general terms of the Agreement, SLA, SOW (if any) and Order Form, as applicable, and then any other documents attached or expressly incorporated into the Agreement. "ISS" means CenturyLink's Information Services Schedule incorporated by this reference and posted at http://www.centurvlink.comltariffs/cic info services.pdf "RSS" means CenturyLink's Rates and Services Schedule incorporated by this reference and posted at http://www.centurvlink.comitariffs/fcc dc ixc rss no 10.pdf ."Tariff" includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at http://www.centurviink.comitariffs. 11. HIPAA. Any exposure to PHI (as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, "HIPAA") that CenturyLink may have in the provision of the Services is non -routine or incidental, and CenturyLink is not otherwise acting as a Business Associate pursuant to HIPAA. R084085 Page 24 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.040819 CENTURYUNK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION CENTURYLINK® DOMESTIC NETWORK DIVERSITY® SERVICE EXHIBIT 1. General; Definitions. This Service Exhibit is applicable only where Customer orders Domestic Network Diversity (the "Service" or "Diversity") for underlying services in the continental United States and incorporates the terms of the Master Service Agreement or other service agreement and RSS, under which CenturyLink provides services to Customer (the "Agreement"). CenturyLink may subcontract any or all of the work to be performed under this Service Schedule. All capitalized terms that are used but not defined in this Service Exhibit are defined in the Agreement or Order. Customer may submit requests for Service in a form designated by CenturyLink ("Order"). "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. "CenturyLink Domestic Network" means the CenturyLink network located within the contiguous U.S., Alaska and Hawaii, which is comprised only of physical media, switches, including switches, circuits, and ports that are operated by CenturyLink. "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 over SONET 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 IQ 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. "Pricing Attachment" means a document containing rates specific to the Service and is incorporated by reference and made a part of this Service Exhibit. "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.centurvlink.com/legal/, 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. "Wavelength Local Access" means CenturyLink Provided Access using wave division multiplexing technology at bandwidths of 1 GbE, 10 GbE LAN PHY, 2.5 G (OC48), 10 GbE WAN PHY (OC192), 40G, OTU1, OTU2, OTU3, 1G, 2G, 4G and 10G. 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 Customers sole and exclusive remedy for service R084085 Page 25 of 29 ® CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.040819 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION CENTURYLINK® DOMESTIC NETWORK DIVERSITY® SERVICE EXHIBIT interruptions or service deficiencies of any kind whatsoever for the Service. CenturyLink's Underlying Services include: Domestic Private Line Service, EPL, Optical Wavelength, IQ Networking Service (including Internet Ports and Private 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 circuit speeds of DS -1, DS -3, OC-3, OC-12, and OC-48. 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 circuit speeds of 50 Mbps, 100 Mbps, 150 Mbps, 500 Mbps, 600 Mbps, and 1000 Mbps. CenturyLink's routing of the diverse EPL circuit(s) is based on the route of the designated working path of the 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 circuit speeds of 1 GbE, 2.5 Gbps and 10 Gbps. Optical Wavelength Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity or Transport Diversity. (d) IQ Networking Diversity Service. IQ Networking is offered at circuit speeds of DS -1, IMA (2xDS-1 up to 8xDS-1s), DS -3, OC- 3, OC-12, and OC-48 transmission rates. DS -1s within an Nx bundle must all connect to the same POP. IQ Networking Diversity Service is offered in the following configurations but not in combination: IP POP Diversity, Device Diversity, Card Diversity, or Single Circuit Diversity. IQ 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 circuit speeds of DS -1, IMA (2xDS-1 up to 8xDS-1 s), DS -3, OC-3, and OC-12 and Frame Relay Diversity Service is offered at circuit speeds of DS -1 and DS -3. DS -1s within an Nx bundle must all connect to the same POP. ATM/Frame Relay Diversity is offered in the following configurations, but not in combination: POP Diversity, Switch Diversity, Card Diversity, or Single Circuit 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 circuit speeds of DS -1, DS -3, OC-3, OC-12, and OC-48. 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. (g) Local Access Diversity Service. Local Access Diversity Service is an enhancement to Local Access that: (a) routes circuits based on Customer's 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 circuit speeds of DS -1, 2xDS-1 up to 8xDS-1*, DS -3, OC-3, OC-12, and OC-48; (d) ELA at bandwidths varying from 1 Mbps to 1000 Mbps (1Gbps); or (e) Wavelength Local Access at 1 Gbps, 2.5 Gbps and 10 Gbps and may include CenturyLink ordering circuits utilizing alternate Central Offices or alternate Serving Wire Centers. DS -1s within an Nx bundle must all connect to the same POP. 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. 2.3 Ordering of Diversity Services. CenturyLink will notify Customer of acceptance of requested Service in the Order by delivering the date by which CenturyLink will install Service (the "Customer Commit Date"). CenturyLink will use commercially reasonable efforts to install each Service on or before the Customer Commit Date, but the inability of CenturyLink to deliver Service by that date will not be a default under the Agreement. 2.4 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. R084085 Page 26 of 29 ® CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.040819 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION CENTURYUNK® DOMESTIC NETWORK DIVERSITY® SERVICE EXHIBIT (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 carrier's facilities as part of the Service. Furthermore, Customer understands and agrees that CenturyLink may rearrange (groom) Customer's 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, if any. (c) Customer may experience increased latency on diversely routed circuits) due to increased actual routing mileage. (d) Single Diverse Circuit Additional Mileage Charges. If CenturyLink, in its sole discretion, determines that Customer's 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 for CenturyLink to monitor connectivity. 3. Term. 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. 4. Charges. Customer will pay all Diversity charges set forth in a valid quote, Order Form or Pricing Attachment, in addition to the charges for the Underlying Services. If backhaul routing is required to complete Customer's Diversity order for IQ Networking (including Internet Ports and Private Ports), ATM Service, Frame Relay Service, or Long Distance, Customer will pay the backhaul charges for each diversely routed circuit. CenturyLink will deliver written or electronic notice (a `Connection Notice") to Customer when Service is installed, at which time billing will commence ("Service Commencement Date"). The Service is not entitled to the CTA Discount. Additional rates, charges and fees for Service elements not identified in the Agreement are located in the applicable Tariff. "Tariff" includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at htto://www.centurvlink.com/tariffs. 5. Other Terms. 5.1 General. Any references to a Revenue Commitment or Contributory Charges will not apply to this Service Exhibit. 5.2. Cancellation and Termination Charges. This Section replaces the Cancellation and Termination Charges Section in the Agreement: (a) Cancellation. Customer may cancel an Order (or portion thereof) prior to the delivery of a Connection Notice upon written notice to CenturyLink identifying the affected Order and Service. Cancellation of an Order for Diversity will also cancel the Order for the Underlying Service and any cancellation charges for the Underlying Service will apply. (b) Termination. Either party may terminate Diversity (i) after the delivery of a Connection Notice upon 60 days' prior written notice to the other party, or (ii) for Cause. If Customer terminates Diversity for any reason other than for Cause, or if Diversity is terminated by CenturyLink for Cause, Customer will also terminate the Underlying Service and Customer will pay CenturyLink the termination charge for the Underlying Service in addition to any charges for Diversity incurred but unpaid through the effective date of the termination. "Cause" means the failure of a party to perform a material obligation under the Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default; or (b) for any other material breach, within 30 days after written notice (unless a shorter notice period is identified in a Service Attachment). The charges in this Section represent CenturyLink's reasonable liquidated damages and are not a penalty. (c) If the Agreement is terminated by Customer for any reason other than for Cause, or by CenturyLink for Cause prior to the conclusion of the Term, all Services are deemed terminated, and Customer will pay the applicable termination charges for all Services, in addition to any and all charges that are accrued but unpaid as of the termination date. 5.3 Installation, Maintenance and Repair. The following are supplemental terms to the Scheduled Maintenance and Local Access section of the Agreement: (a) Provision of Services is subject to availability of adequate capacity and CenturyLink's acceptance of a complete Order Form and (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. "Order Form" includes both order request forms and quotes issued by CenturyLink. If a CenturyLink 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. 5.4 Service Notices. Notices for disconnection of Service must be submitted to CenturyLink via Email at: BusinessDisconnects@Centurvlink.com. Notices of non -renewal for Services must be sent via e-mail to: CenturyLink, Attn.: CenturyLink NoRenew, e-mail: Norenew@centurvlink.com. Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to CenturyLink via Customer's portal at https://www.centurvlink.com/business/login/ or via Email at: Care.inauirvOCenturvlink.com. All other routine operational notices will be provided by Customer to its CenturyLink sales representative. R084085 Page 27 of 29 C CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.040819 CENTURYLINK MASTER SERVICE AGREEMENT STATE, LOCAL AND EDUCATION GOVERNMENT AGENCIES VERSION CENTURYLINK® DOMESTIC NETWORK DIVERSITY® SERVICE EXHIBIT 5.5 Acceptable Use Policy and Use of Service. CenturyLink may also terminate Service for Cause under this Section where Customer's use of the Service: (a) is contrary to the Acceptable Use Policy incorporated by this reference and posted at htto://www.centurvlink.com/legaff, (b) constitutes an impermissible traffic aggregation or Access Arbitrage, (c) avoids Customer's obligation to pay for communication services, and (d) violates the Use of Service terms or compliance terms. 5.6 CPNI. 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. "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. 5.7 Conflicts. If a conflict exists among the provisions of the Service Attachments, the order of priority will be as follows: the Service Exhibit, the RSS or ISS, the general terms of the Agreement, SLA, SOW (if any) and Order Form, as applicable, and then any other documents attached or expressly incorporated into the Agreement. "ISS" means CenturyLink's Information Services Schedule incorporated by this reference and posted at: httpilwww.centurvlink.com/tariffs/cic info services.pdf ."RSS" means as applicable: CenturyLink's Rates and Services Schedules incorporated by this reference and posted at http://www.centurylink.com/tariffs/fcc cic ixc rss no 2.odf for CenturyLink's International RSS and at http://www.centurvlink.com/tariffs/fcc cic ixc rss no 3.ndf for CenturyLink's Interstate RSS. "Tariff' includes as applicable: CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at http://www.centurvlink.com/tarifis. 5.8 Fees. Charges for certain Services are subject to (a) a property tax surcharge and (b) a cost recovery fee per month to reimburse CenturyLink for various govemmental taxes and surcharges. Such charges are subject to change by CenturyLink and will be applied regardless of whether Customer has delivered a valid tax exemption certificate. R084085 Page 28 of 29 ® CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.040819 DOMESTIC NETWORK DIVERSITY SERVICES PRICING ATTACHMENT This Domestic Network Diversity Service Pricing Attachment ("Pricing Attachment") is appended to, and subject in all respects to, the CenturyLink® Master Service Agreement between CenturyLink Communications, LLC and Customer ("Agreement") and the Domestic Network Diversity ("Diversity") Service Exhibit to which this is attached. Except as set forth in this Pricing Attachment, capitalized terms will have the definitions assigned to them in the Agreement or the Domestic Network Diversity Service Exhibit. Pricing in this Pricing Attachment is for Diversity -related charges only. The Agreement, Service Exhibit, and/or Services Schedule contain the pricing and terms for the Underlying Service(s). RATES AND CHARGES 1. Rates and Charges - The following rates and charges apply to Domestic Network Diversity Service based on the Underlying Service's circuit speed. Diversity Enhancement Monthly Recurring Charges — Customer will pay only one Diversity Enhancement MRC per end to end circuit (that is with or without diversity on the CenturyLink ordered local access). 2. CenturyLink IQ Networking Diversity Service Rates Check the applicable elements of Diversity Service ordered. ® IP POP Diversity ❑ Device (Router) Diversity ❑ Card Diversity ❑ Single Circuit Diversity NPAINXX Circuit Type Circuit ID (if available) Diversity Enhancement MRC Backhaul MRC Other Related Local Access Diversity Charges ETH1000-16304500 $300.00 $0.00 $0.00 R084085 Page 29 of 29 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.040819 Contract Form New Contract Request Entity Information Entity Name* CENTURY LINK Entity ID* @00000401 Contract Name* CENTURY LINK PUBLIC IQ INTERNET AGREEMENT Contract Status CTB REVIEW ❑ New Entity? Contract ID 3647 Contract Lead* ACHURYK Contract Lead Email achuryk@co weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description* CENTURY LINK PUBLIC IQ INTERNET AGREEMENT FOR COMMODITY INTERNET SERVICES AT MULTIPLE LOCATIONS Contract Description 2 Contract Type * CONTRACT Amount * $113,268.00 Renewable* YES Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM - I nformationTechnologyGlS@w eldgov.com Department Head Email CM-InformationTechnologyGlS- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORN EY@WELD GOV.COM Requested BOCC Agenda Date* 05/18/2020 Due Date 05114/2020 Will a work session with BOCC be required?* HAD Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Review Date* Renewal Date* 01/14/2023 05/14/2023 Termination Notice Period Committed Delivery Date Expiration Date Contact Information Contact Info Contact Name Contact Type RON CASH PRIMARY Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 05/13/2020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 05/18/2020 Originator ACHURYK Contact Email RONALD. CASH@C ENTU RYLI NK. COM Finance Approver CONSENT Contact Phone 1 Contact Phone 2 303-881-2274 Purchasing Approved Date 05/13/2020 Finance Approved Date 0511312020 Tyler Ref # AG 051820 Legal Counsel CONSENT Legal Counsel Approved Date 051131"2020 Submit Hello