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Home My WebLink About20171571.tiffCorrivac-l- ,t# Wad BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Lumen Internet Service Provider Bandwidth Agreement DEPARTMENT: Information Technology DATE: 1/20/2023 PERSON REQUESTING: Ryan Rose Brief description of the problem/issue: The Information Technology department is requesting to update the Lumen Internet Service Provider Agreement. The 3 -year agreement bundles commodity internet services with an increased bandwidth for the two Greeley primary internet circuits from 900Mb to 2Gb and the circuit at the disaster recovery site from 600Mb to 1Gb. What options exist for the Board? (include consequences, impacts, costs, etc. of options): 1. Approve the request permitting the requesting increase to ISP Bandwidth. 2. Deny the request. Recommendation: Information Technology recommends that the BOCC approve the request. Approve Schedule Reco endation Work Session Other/Comments: Perry L. Buck, Pro-Tem Mike Freeman, Chair Scott K. James Steve Moreno Lori Saine ConSerrl- 0166- 07_,/e/2.3 aor7- 1571 I TOO (19 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 FEBRUARY 28, 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. 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 In months (pr =It) Circuit Speed (1f Ethernet, include if FastE or GigE at customer premise) Local Access Net Rate MRC Install NRC 970/346 915 10t" Street, Greeley, CO 80631 ELA — Native 36 2000 Mbps $547.73 $0.00 970/346 3105 35t" Street, Greeley, CO 80631 CPA— Wavelength Local Access 36 2000 Mbps $547.73 $0.00 303/407 12500 E Arapahoe Rd., Englewood, CO 80112 ELA — Native 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 wi I 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 #: R451538 Page 1 of 2 © CenturyLink. All Rights Reserved. CONFIDENTIAL MSA v1.012019 t'O/ 7-/o-1/ 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 ACex r ruuurs Atex kEhanin {Jan 18, 202311:04 MST) Authorized Signature Alex Khanin Name Typed or Printed Manager- Offer Management Title 1/18/2023 Authorized Signature Mike Freeman Name Typed or Printed Chair, Board of Weld County Commissioners Title FEB 0 8 2023 Date Date OMR #: R451538 ATTEST: -'44444,1 o 4. Weld •urty Clerk to he Board Contract ID s of A•reement bein• amended: Page 2 of 2 © CenturyLink. All Rights Reserved. CONFIDENTIAL MSA v1.012019 o2oi7- /5 7/ AMD up Upgrade 3 IQ Internet Circuits Final Audit Report 2023-01-18 Created: By: Status: Transaction ID: 2023-01-18 JanaLynn Ragsdale (janalynn.ragsdale@lumen.com) Signed CBJCHBCR6BAa1 BHwAMYwzIoOELYLl4nrSL240vppdomL "AMD up Upgrade 3 IQ Internet Circuits" History 5 Document created by JanaLynn Ragsdale (janalynn.ragsdale@lumen.com) 2023-01-18 - 5:15:38 PM GMT , Document assailed to pomdirectorsignature@lumen.com for signature 2023-01-18 - 5:16;35 PM GMT in Email viewed by pomdirectorsignature@lumen.com 2023-01-18 - 6:04:02 PM GMT 4 Signer pomdirectorsignature@lumen.com entered name at signing as Alex Khanin 2023-01-18 - 6x04:30 PM GMT 4 Document s -signed by Alex Khanin(pomdirectorsignature@lumen.com) Signature Date: 2023-01-18 - 6:04:32 PM GMT - Time Source: server Q Agreement completed. 2023-01-18 - 6:04:32 PM GMT LUMEN' Powered by Adobe Acrobat Sign Contract Form New Contract Request ❑ New Entity? Entity Name* Entity ID* CENTURYIJNK(LUMEN ASSET 000045932 ACCOUNTING -BART Name. LUMENS INTERNET SERVICE PROVIDER BANDWIDTH AGREEMENT Contract Status CTB REVIEW Contract ID 6661 Contract Lead* NWONDER Contract Lead Email nwonderPco.weld.co.us tract ID Requires Board Approval YES Department Project # Contract Description* THE INFORMATION TECHNOLOGY DEPARTMENT IS REQUESTING TO UPDATE THE LUMEN INTERNET SERVICE PROVIDER AGREEMENT. THE 3 -YEAR AGREEMENT BUNDLES COMMODITY INTERNET SERVICES WITH AN INCREASED BANDWIDTH FOR THE TWO GREELEY PRIMARY INTERNET CIRCUITS FROM 900MB Contract Description 2 Contract Type* AGREEMENT Amount* $1 20,000.00 Renewable* NO Automatic Renewal Department INFORMATION TECHNOLOGY-GIS S Department Email CM - I nformationTech nologyGI S@ weldgov.com Department Head Email CM - I n formationTechnol ogyGI S- DeptHeadg,nweldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COU NTYATTORN EYOMTELDG OV.COM Requested BOCC Agenda Date* 02,06,2023 Due Date 02102/2023 Will a work session with B0CC be required?* NO Does Contract require Purchasing Dept to be included? NO 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 0210612023 Termination Notice Period Contact Information Review Date. 11/0112025 Committed Delivery Date Renewal Date Expiration Date* 02/0712026 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 ALEX KHANIN PRIMARY Purchasing Purchasing Approver Purchasing Approved Date CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 0210262023 Final Approval` BOCC Approved BDCC Signed Date BDCC Agenda Date 02108/2023 Originator NWONDER 02/02/2023 Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 02/0212023 02`0212023 Tyler Ref # AG 020823 (aniinc-/- TP fir 116 _.y BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Lumen Public IQ Internet Agreement Amendment I ARTMENT: Information Technology DATE: 9/28/2020 PERSON REQUESTING: Ryan Rose Brief description of the problem/issue: The Information Technology department is requesting to update the Lumen, Formally Century Link, Public IQ Internet Agreement. The agreement, which bundles commodity Internet services into a single 3 -year agreement, requires a correction of the addresses for the SouthEast Weld and the SouthWest Weld locations. The error was made by Lumen during their June contract amendment request. What options exist for the Board? (include consequences, impacts, costs, etc. of options): The board has two options. 1. Approve the request 2. Deny the request which would limit Weld County's ability to have Lumen to perform upgrades o the circuits. Recommendation: Information Technology recommends that the BOCC approve the contract. Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro -Tern Kevin D. Ross CerrliSC.--->T7L I ig /fga, Approve Recommendation n Schedule Work Session Other/Comments: cr) 2-017: 137-7 X7-00 (:),6 MEMORANDUM TO: Esther Gesick, Clerk to the Board September 28, 2020 FROM: Ryan Rose, Chief Information Officer SUBJECT: Lumen Public IQ Internet Address Amendment Information Technology is requesting Weld County Government and Lumen amend the Loyal Advantage Agreement for the commodity internet Public IQ services and update the addresses at the SouthWest Weld location located at 4209 County Rd. 241/2, Longmont, CO 80504 and the SouthEast Weld located at 2950 9th St., Fort Lupton, CO 80621 to correct the addresses in the contract. The agreement has been reviewed by the county attorney. AMENDMENT TO CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT THIS AMENDMENT NO. FIVE (this "Amendment") is between CenturyLink Sales Solutions, Inc. as contracting agent on behalf of the applicable CenturyLink Affiliate providing the Services under the Agreement ("CenturyLink") and WELD COUNTY ("Customer"). It amends the applicable CenturyLink Loyal Advantage Agreement, as determined by CenturyLink records and as may have been previously amended (the "Agreement"). The name of the CenturyLink Affiliate providing Services to Customer is listed in a Service Attachment, each providing Affiliate separately and individually responsible for all of its own obligations. Capitalized terms not defined herein are defined in the Agreement or a Service Attachment. CenturyLink may withdraw this offer if Customer does not execute and deliver the Amendment to CenturyLink on or before October 30, 2020 ("Cutoff Date"). Further, any individual Service or Service Attachment may have its own expiration or cutoff date. Using CenturyLink's electronic signature process for the Amendment is acceptable. CenturyLink will provide the services, bundles, offers, or packages identified in this Amendment (for purposes of this Amendment only, the "Services") under the Agreement and under the Service -specific terms and conditions identified in the Agreement or a previous amendment. CENTURYLINK SALES SOLUTIONS, INC. WELD COUNTY Yuan/ 84,ter Susan Baker (Sep 23, 2020 08:46 MDT) Authorized Signature Susan Baker Name Typed or Printed Manager -Offer Management Title Sep 23, 2020 Date e'Lls Authorized Signature Mike Freeman Name Typed or Printed Chair, Board of Weld County Commissioners Title OCT 212020 Date FOR INTERNAL NTU LINK REFERENCE Contract ID(s) of Agreement being amended: 1100821 1. 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 I® Tracking / CN®C Service Address Type of Access Local Term Service months) (in Circuit Speed Access Rate Local MRC Net Install NRC* 970304 200915036248 Fort 2950 Lupton, 9th St., CO 80621 SingleCoSLow ELA - Native 36 200 Mbps $295.00 $0.00 303485 200915036296 4209 County Longmont, CO Rd. 24 �/, 80504 ELA SingleCoSLow - Native 36 200 Mbps $295.00 $0.00 *The NRC Waiver described in Section 4 of the Local Access Pricing Attachment of the Agreement will apply to the circuits listed above. 2. Billing Change Date. 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.") 3. Miscellaneous. This Amendment will be effective on the date the last party signs (the "Amendment Effective Date") and will become part of the Agreement. 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 in the event there are any inconsistencies between the two documents, the terms of this Amendment will control. OMR# R203428 Contract Code: 600053 Page 1 © CenturyLink. All Rights Reserved. CONFIDENTIAL U-CLA v1.012119 ole7/ 7, /57/ AMENDMENT TO CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT WELD COUNTY: ATTEST: BY: Ierk to the Board Deputy CIerik to th'e Boa OMR# R203428 Contract Code: 600053 BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ke Freeman, Chair OCT 2 1 2020 Page 2 © CenturyLink. All Rights Reserved. CONFIDENTIAL U-CLA v1.012119 azo/7 /57/ Contract Form New Contract Request Entity Information Entity Name* CENTURY LINK Entity ID* @00000401 Contract Name* Contract ID CENTURYLINK (LUMEN) TOTAL ADVANTAGE AGREEMENT 4168 AMENDMENT Contract Status CTB REVIEW Contract Lead* NWONDER New Entity? Parent Contract ID 3770 Requires Board Approval YES Contract Lead Email Department Project # nwonder@co.weld.co.us Contract Description* CENTURYLINK (LUMEN) TOTAL ADVANTAGE AGREEMENT AMENDMENT FOR COMMODITY INTERNET SERVICES - CORRECTION TO CONTRACT 3770 (06/2020) DUE TO ERROR MADE BY LUMEN ON SE WELD & SW WELD LOCATIONS. Contract Description 2 LUMEN (FORMALLY CENTURYLINK) PUBLIC IQ INTERNET AGREEMENT -BUNDLES SERVICES TO 3-YR AGREEMENT Contract Type AGREEMENT Amount* 30.00 Renewable* YES Automatic Renewal NO Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTech nologyGIS@ weldgov.com Department Head Email CM- InformationTechnologyGIS- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COU NTYATTORN EY@WELDG OV.COM If this is a renewal enter previous Contract ID If this is part of a MA enter MSA Contract ID Requested BOCC Agenda Date* 10/19/2020 Due Date 10/15/2020 Will a work session with BOCC be required? NO Does Contract require Purchasing Dept. to be included? 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 Termination Notice Period Contact Information nta€et Info Contact Name Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 10/19/2020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 10/21/2020 Originator NWONDER Review Date 01/05/2022 Committed Delivery Date Contact Type Contact Email Finance Approver CONSENT Renewal Date* 06/14/2022 Expiration Date Contact Phone 1 Purchasing Approved Date 10/19/2020 Finance Approved Date 10/1912020 Tyler Ref # AG 102120 Legal Counsel CONSENT Contact Phone 2 Legal Counsel Approved Date 10/1912020 + �V 377O AMENDMENT TO CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT THIS AMENDMENT NO. FOUR (this "Amendment") by and between CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC ("CenturyLink") and WELD COUNTY GOVERNMENT ("Customer"), hereby amends the CenturyLink Loyal Advantage Agreement or Qwest Loyal Advantage Agreement, as applicable, Content ID: 1100821, as may have been previously amended (the "Agreement"). For an interim period of time until all work is completed to update the Service Exhibits, Tariffs and other terms and conditions incorporated by attachment or reference into this Amendment, all references to Qwest Communications Company, LLC mean CenturyLink Communications, LLC. Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement. All references to "Qwest Loyal Advantage" or "QLA" are hereby replaced with "CenturyLink Loyal Advantage." CenturyLink and Customer wish to amend the Agreement as follows: 1. Term. By checking one of the boxes below, Customer indicates that it is increasing the length of its existing Term. Customer understands and agrees that it may not decrease the length of its existing Term. ® No Changes. Customer's existing Initial Term will remain in effect. 2. ® Addition of Services. Customer is adding a new Service to the Agreement. If this Section 2 is not checked, Customer's existing Services as set forth in the Agreement will remain in effect. Customer's new Services are added as follows: • Domestic Diversity Service Exhibit The attached contract documents(s) associated with the addition of Services(s) may include but is not limited to the following: Service Exhibit(s), Pricing Attachment(s), and Service Attachments, which are added to, and constitute a part of, the Agreement and the existing Services. The definition of Services in the Agreement will include the Services in the contract documents attached to this Amendment. 3. Modifications. To the extent that the following provisions are not already in the Agreement or in a previous amendment, they are added through this Amendment. The Agreement is amended as follows: 3.1 The rates for the Domestic CenturyLink IQ Networking set forth in Section 1.3 of the Domestic CenturyLink IQ Networking Service Exhibit Pricing Attachment are amended to: (a) Add the new rates and/or locations set forth below. All existing rates and/or locations remain unchanged. 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 3.2 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: NPAINXX 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 9th St., Greeley, CO 80631 ELA - Native SingleCoSLow 36 200 Mbps $295.00 $0.00 970330 191011372347 3105 35th Ave., Greeley, CO 80634 ELA Native SingleCoSLow 36 900 Mbps $897.00 $0.00 R084085 Crgrv5evrk /frendia_ c72g1'2o Page 1 of 9 CONFIDENTIAL © CenturyLink. All Rights Reserved. v1.020619 -1017- /57/ Z�v©off AMENDMENT TO CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT 303485 191011372250 4209 10th St., Greeley, CO 80631 ELA - Native SingleCoSLow 36 200 Mbps $295.00 $0.00 970304 191014611230 915 10th 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 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 9th 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 4209 10th St., Greeley, CO 80631 200 Mbps $295.00 $575.00 $0.00 $870.00 915 10th St., Greeley, CO 80631 20 Mbps $130.00 $375.00 $0.00 $505.00 915 10th St., Greeley, CO 80631 900 Mbps $897.00 $1,350.00 $0.00 $2,247.00 4. General. (a) Customer will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act (or ARRA) or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless each of those functions and obligations is explicitly identified and agreed to by the parties in this Agreement or in an amendment to this Agreement. (b) Customer may access its invoices and choose paperless invoices online through CenturyLink Control Center located at controlcenter.centurylink.com. If Customer does not choose paperless invoices through Control Center, CenturyLink may in its discretion assess a $15 MRC for each full paper invoice provided to Customer or a $2 MRC for each summary/remit only (where available) paper invoice provided to Customer. Those charges will not apply to an invoice that is not available through Control Center. Customer's payments to CenturyLink must be in the form of electronic funds transfer (via wire transfer or ACH), cash payments (via previously - approved CenturyLink processes only), or paper check. CenturyLink reserves the right to charge administrative fees when Customer's payment preferences deviate from CenturyLink's standard practices. (c) CenturyLink's Information Services Schedule ("ISS"), Rates and Services Schedules ("RSS") and Tariff (which includes CenturyLink state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules) are posted at the following links and are incorporated by this reference: • The ISS is located at http://www.centurylink.com/tariffs/cic info services.pdf • The RSS is located at http://www.centurylink.com/tariffs/fcc dc ixc rss no 10.pdf • The Tariff is located at http://www.centurylink.com/tariffs 4.1 HIPAA. If the Agreement has a HIPAA section, then that section is deleted and replaced with the following HIPAA section, otherwise the following section is added to the Agreement. CenturyLink does not require or intend to access Customer data in its performance hereunder, including but not limited to any confidential health related information of Customer's clients, which may include group health plans, that constitutes Protected Health Information ("PHI"), as defined in 45 C.F. R. §160.103 under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA Rules"). To the extent that any exposure to PHI is incidental to CenturyLink's provision of Service and not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI, such exposure is allowable under 45 CFR 164.502(a)(1)(iii). 4.2 Private Line Services. If Customer is amending an Agreement already containing Optical Wavelength Service (f/k/a QCC QWave®, Metro Private Line, EPL (f/k/a Ethernet Private Line), Metro EPL (f/k/a Metro Ethernet Private Line), Domestic Private Line, or E -Line Service Exhibits, the following section is added to those Service Exhibits and replaces any conflicting language in those Service Exhibits: Page 2 of 9 © CenturyLink. All Rights Reserved. R084085 CONFIDENTIAL v1.020619 AMENDMENT TO CENTURYLINK® TOTAL ADVANTAGE®AGREEMENT RSS. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Service Term, more than 10% of its traffic will be interstate traffic. 4.3 Domestic Voice Services. If Customer is amending an Agreement already containing Domestic Voice Service, the following section is added to the Domestic Voice Service Exhibit: Access Arbitrage. If CenturyLink determines the number of calls routed to CenturyLink using Access Arbitrage exceeds 11.4% of Customer's total call volume, CenturyLink will apply a per minute Access Arbitrage Fee to 95% of their high cost minutes, In addition, CenturyLink may immediately restrict, suspend, or discontinue Service used in connection with Access Arbitrage upon notice of such violation to Customer. Inbound and outbound per minute "Access Arbitrage Fees" are $0.10 per minute for switched Services and $0.05 per minute for dedicated Services. For more detailed information about Access Arbitrage, please refer to the RSS. "Access Arbitrage" is the use of a scheme, device or any other means to exploit or benefit from the difference between the rates for Voice Services provided by CenturyLink and the originating or terminating charges imposed by the Local Exchange Carrier ("Access Arbitrage"). Examples of Access Arbitrage include: (i) using switching equipment or a call processing system (such as a prepaid card, calling card, or teleconferencing platform) to segregate calls and systematically route to CenturyLink calls that are characterized by a greater discrepancy between the access costs and the price charged by CenturyLink;(ii) routing calls through a call processing system such that the percentage of high cost minutes routed to CenturyLink using the Service is more than 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. 4.4 No Resale; Compliance. The "No Resale; Compliance" section is replaced as follows: No Resale; Security. Customer represents that it is not a reseller of any telecommunication services provided under this Agreement as described in the Telecommunications Act of 1996, as amended, or applicable state law and acknowledges it is not entitled to any reseller discounts under any laws. CenturyLink has adopted and implemented, and will maintain, a corporate information security program designed to protect Customer information, materials and data accessed and possessed by CenturyLink from loss, misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. CenturyLink's standard service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. Customer is responsible for selecting and using the level of security protection needed for all Customer data stored or transmitted via the Service and using reasonable information security practices, including those relating to the encryption of data. CenturyLink will not be deemed to have accessed, received, or be in the possession of Customer Confidential Information solely by virtue of the fact that Customer transmits, receives, accesses or stores such information through its use of CenturyLink's Services. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, OR ANY ACT OR OMISSION OF THE CUSTOMER. 4.5 Transport Services. The parties acknowledge that the Federal Communications Commission's reliability rules mandates the identification and tagging of any circuits or equivalent data paths ("Transport Services") to public safety answering points that are used to transport 9-1-1 calls and information ("9-1-1 Data"). Customer agrees to cooperate with CenturyLink regarding compliance with these rules and will notify CenturyLink of all Transport Services Customer purchases under this Agreement that are utilized to transport 9-1-1 calls and 9-1-1 Data. 5. Pricing. Changes to pricing of Customer's existing Services will be effective on the second full billing cycle following the Amendment Effective Date. CenturyLink reserves the right to modify rates after the conclusion of each Service's minimum service period upon not less than 30 days' prior written notice to Customer; provided that CenturyLink may reduce the foregoing notice period or modify rates or discounts prior to the conclusion of the minimum service period, as necessary, if such modification is based upon Regulatory Activity. CenturyLink also reserves the right to modify rates when the Agreement renews to the rates that are in effect at that time. If Regulatory Activity causes an increase in the rates for Customer's ordered Services that materially and adversely affects Customer, then Customer may terminate the affected Service upon 30 days prior written notice to CenturyLink without liability for Cancellation Charges for the affected Service, provided, however that Customer: (a) provides such notice within 30 days after the increase occurs; and (b) provides CenturyLink 30 days to cure such increase. If Customer does not provide CenturyLink such notice during the time permitted in this Section, Customer will have waived its right to terminate the affected Service under this Section. 6. Notices. All notices must be in writing. Notices are deemed given if sent to the addressee specified for a party either (a) by registered or certified U.S. mail, return receipt requested, postage prepaid, three days after such mailing; or (b) by national overnight courier service, next business day; or (c) by facsimile when delivered if duplicate notice is also sent by regular U.S. Mail. (a) Service Notices. All Customer notices for Service disconnect and termination must be sent via e-mail to: CenturyLink, Attn.: BusinessDisconnectscenturylink.com, except that notices for Services purchased under the Select Advantage Service Exhibit Customer must be provided to the customer care number specified on Customer's invoice, and must contain the account name, account number, identification of the Service(s), and Service address(es). Such disconnect and termination is effective 30 days after CenturyLink's receipt of the notice, unless a longer period is otherwise required by a Service Exhibit. Customer's notice of non -renewal for Services must be sent via e-mail to: CenturyLink, Attn.: CenturyLink NoRenew, e-mail: Norenew@centurylink.com. All Customer notices for other routine operational notices will be provided to its CenturyLink sales representative. Failure to provide disconnect, termination and non - renewal notices in accordance with the terms of this Agreement may result in continued charges, and CenturyLink will not credit charges for such noncompliance. Page 3 of 9 © CenturyLink. All Rights Reserved. R084085 CONFIDENTIAL v1.020619 AMENDMENT TO CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT (b) Legal Notice. All legal notices required to be given under the Agreement will be in writing and provided to CenturyLink at: 931 14th Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Legal Dept., and to Customer as provided in the Agreement or in its absence, to Customer's address reflected in CenturyLink's records Attn. General Counsel. 7. Miscellaneous. 7.1 On April 1, 2014, CenturyLink completed an internal reorganization resulting in the merger of multiple CenturyLink owned companies into Qwest Communications Company, LLC. Simultaneously with the merger, Qwest Communications Company, LLC d/b/a CenturyLink QCC changed its name to CenturyLink Communications, LLC. The term "CenturyLink QCC" refers to the former "d/b/a CenturyLink QCC" company and not to any other CenturyLink owned companies now a part of CenturyLink Communications, LLC. References in the Agreement to "Qwest Communications Corporation," "Qwest Communications Company, LLC," or "QCC" are replaced with "CenturyLink Communications, LLC". 7.2 This Amendment will be effective as of the date it is executed by CenturyLink after the Customer's signature (the "Amendment Effective Date") and will become part of the Agreement. All other terms and conditions in the Agreement shall remain in full force and effect and be binding upon the parties. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event, there are any inconsistencies between the two documents, the terms of this Amendment will control. Using CenturyLink's electronic signature process for the Agreement is acceptable. The undersigned parties have read and agree to the terms and conditions set forth in this Amendment. CENTURYLINK COMMUNICATIONS, LLC WELD COUNTY GOVERNMENT zedai✓ �Gesf"QiL Susan Baker (Jun 25,2020 10:18 MDT) Authorized Signature Susan Baker Name Typed or Printed Manager -Offer Management *SEE NEXT PAGE Authorized Signature Name Typed or Printed Title Title 6/25/2020 Date ATTEST: Weld County Clerk to the Board BY: Deputy Clerk to the Board "SEE NEXT PAGE APPROVED AS TO FUND NG: Controller APPROVED AS TO FORM: County Attorney Date APPROVED AS TO SUBSTANCE: Elec • • ' ) al or Department Head Page 4 of 9 © CenturyLink. All Rights Reserved. R084085 CONFIDENTIAL v1.020619 AMENDMENT TO CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT (b) Legal Notice. All legal notices required to be given under the Agreement will be in writing and provided to CenturyLink at: 931 14th Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Legal Dept., and to Customer as provided in the Agreement or in its absence, to Customer's address reflected in CenturyLink's records Attn. General Counsel. 7. Miscellaneous. 7.1 On April 1, 2014, CenturyLink completed an internal reorganization resulting in the merger of multiple CenturyLink owned companies into Qwest Communications Company, LLC. Simultaneously with the merger, Qwest Communications Company, LLC d/b/a CenturyLink QCC changed its name to CenturyLink Communications, LLC. The term "CenturyLink QCC" refers to the former "d/b/a CenturyLink QCC" company and not to any other CenturyLink owned companies now a part of CenturyLink Communications, LLC. References in the Agreement to "Qwest Communications Corporation," "Qwest Communications Company, LLC," or "QCC" are replaced with "CenturyLink Communications, LLC". 7.2 This Amendment will be effective as of the date it is executed by CenturyLink after the Customer's signature (the "Amendment Effective Date") and will become part of the Agreement. All other terms and conditions in the Agreement shall remain in full force and effect and be binding upon the parties. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event, there are any inconsistencies between the two documents, the terms of this Amendment will control. Using CenturyLink's electronic signature process for the Agreement is acceptable. The undersigned parties have read and agree to the terms and conditions set forth in this Amendment. CENTURYLINK COMMUNICATIONS, LLC WELD COUNTY GOVERNMENT Nike -eefrPram Susan Baker (Jun 25, 2020 10:18 MDT) Authorized Signature Susan Baker Name Typed or Printed Manager -Offer Management Title 6/25/2020 Mike Freeman (Jun 29, 202013:24 MDT) Authorized Signature Mike Freeman Name Typed or Printed iOCC (hair Title JUN 2 9 2020 Date _ Date ATTEST: diterhAi G►• 11;g1 Weld C. ty Clerk to the Board BY: Deputy Clerk to t R084085 Page 4 of 9 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.020619 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.centurylink.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 Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for the Service. CenturyLink's Underlying Services include: Page 5 of 9 © CenturyLink. All Rights Reserved. R084085 CONFIDENTIAL v1.020619 CENTURYLINK® DOMESTIC NETWORK DIVERSITY® SERVICE EXHIBIT 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-1 s), 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- 1s), DS -3, OC-3, and OC-12 and Frame Relay Diversity Service is offered at circuit speeds of DS -1 and DS -3. DS-ls 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. (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. Page 6 of 9 © CenturyLink. All Rights Reserved. R084085 CONFIDENTIAL v1.020619 CENTURYLINK® DOMESTIC NETWORK DIVERSITY® SERVICE EXHIBIT (c) Customer may experience increased latency on diversely routed circuit(s) 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 http://www.centurylink.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(@,,Centurylink.com. Notices of non -renewal for Services must be sent via e-mail to: CenturyLink, Attn.: CenturyLink NoRenew, e-mail: NoRenew@centurylink.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/loqin/ or via Email at: Care.lnquiry(@Centurylink.com. All other routine operational notices will be provided by Customer to its CenturyLink sales representative. 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 http://www.centurylink.com/leqal/, (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 Page 7 of 9 © CenturyLink. All Rights Reserved. R084085 CONFIDENTIAL v1.020619 CENTURYLINK® DOMESTIC NETWORK DIVERSITY® SERVICE EXHIBIT 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: http://www.centurylink.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.centurvlink.com/tariffs/fcc dc ixc rss no 2.pdf for CenturyLink's International RSS and at http://www.centurvlink.com/tariffs/fcc dc ixc rss no 3.pdf 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/tariffs. 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 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. Page 8 of 9 © CenturyLink. All Rights Reserved. R084085 CONFIDENTIAL v1.020619 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 El Card Diversity El Single Circuit Diversity NPA/NXX 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 Page 9 of 9 © CenturyLink. All Rights Reserved. R084085 CONFIDENTIAL v1.020619 New Contract Request Entity Information Entity Name * CENTURY LINK Entity ID* @00000401 Contract Name* CENTUR.YLINKS TOTAL ADVANTAGES AGREEMENT AMENDMENT Contract Status CTB REVIEV11 El New Entity? - Contract ID 3770 Contract Lead * ACHURYK Contract Lead Email ach uryk@co..weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description* CENTURYLINKI3J TOTAL ADVANTAGES AGREEMENT AMENDMENT FOR COMMODITY INTERNET SERVICES Contract Description 2 Contract Type* AGREEMENT Amount* $114 000.06 Renewable* YES Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGIS@\ / eldgov.corn Department Head Email CM-InformationTec:hnology GIS- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYA I I ORNEY@WELD G0V.00M Requested BOCC Agenda Date* 06/29/2020 Due Date 06/25/2020 Will a work session with BOCC be required?* NO 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+05/2022 06/14/2022 Termination Notice Period Committed Delivery Date Expiration Date Contact Information Contact Info Contact Name Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE OH Approved Date 06/26)2020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 06/`292020 Originator ACHURYK Contact Type Contact Email Finance Approver CONSENT Contact Phone 1 Contact Phone 2 Purchasing Approved Date 06/2642020 Finance Approved Date 06/26)2020 Tyler Ref # AG 062920 Legal Counsel CONSENT Legal Counsel Approved Date 06(26)2020 uocu Jign envelope iu: uI`iopue-Dro/-44WL-b I #1/1-#1 I oryJl. 140u1. AMENDMENT TO CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT THIS AMENDMENT NUMBER THREE (this "Amendment") is between CenturyLink Sales Solutions, Inc. as contracting agent on behalf of the applicable CenturyLink Affiliate providing the Services under the Agreement ("CenturyLink") and WELD COUNTY GOVERNMENT ("Customer") and amends the CenturyLink Loyal Advantage Agreement identified in the table below (the "Agreement"). The name of the CenturyLink Affiliate providing Services to Customer is listed in a Service Attachment, each providing Affiliate separately and individually responsible for all of its own obligations. Capitalized terms not defined herein are defined in the Agreement or a Service Attachment. CenturyLink may withdraw this offer if Customer does not execute and deliver the Amendment to CenturyLink on or before April 6, 2018 ("Cutoff Date"). Further, any individual Service or Service Attachment may have its own expiration or cutoff date. Using CenturyLink's electronic signature process for the Amendment is acceptable. Document Name (List Agreement and Prior Amendments/ Pricing Change Orders) Contract ID (For internal CenturyLink reference only) Effective Date CenturyLink Loyal Advantage Agreement 1100821 May 22, 2017 WELD COUNTY Authorized Signature Steve Moreno Name Typed or Printed B0CC Chair TPE8262018 Date CENTURYLINK SALES SOLUTIONS, INC. CDsiyoed by: Socute, alertm& CCFRAAc7Ra7F1RR A-stephenSiRrneson Name Typed or Printed Manager — Offer Management Tit,9/2018 Date ATTEST: ;&k, BOARD OF COUNTY COMMISSIONERS Weld • i my Clerk to the WELD COUNTY, COLORADO BY: Deputy Clerk the Board ' / . , ` *`"''• Moreno, Chair 1. Modifications to Pricing. FEB 2 6 2018 1.1 The rates for the DOMESTIC NETWORK DIVERSITY SERVICES EXHIBIT set forth in Section 1. Rates and Charges of the Pricing Attachment are amended to: (a) Add the new rates and/or locations set forth below. All existing rates and/or locations remain unchanged. e,e„: N864313 amends N 3296 Contract Code: No Changes CONFIDENTIAL e 1 of 2 1.0 o7i0 i7— /J7 © CenturyLink. All Rights Reserved. CGT v1.052217 uocuign tnveiope lu: u Idoosu-ora/-44UZ-ts I larasl. 14oul, AMENDMENT TO CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT 2. CenturyLink IQ Networking Diversity Service Rates Check the applicable elements of Diversity Service ordered. ® IP POP Diversity 0 Device (Router) Diversity 0 Card Diversity 0 Single Circuit Diversity NPA/NXX Circuit Type Circuit ID (if available) Diversity Enhancement MRC Backhaul MRC Other Related Local Access Diversity Charges ETH1000-16304500 $200.00 $0.00 $0.00 1.2 Billing Change Date. 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.") 2. Miscellaneous. This Amendment will be effective on the date the last party signs (the "Amendment Effective Date") and will become part of the Agreement. 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 in the event there are any inconsistencies between the two documents, the terms of this Amendment will control. N864313 amends N263296 Contract Code: No Changes Page 2 of 2 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.052217 DocuSign Envelope ID: 07663357-2C73-4227-926E-84C95B2B4490 AMENDMENT TO CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT THIS AMENDMENT NUMBER TWO (this "Amendment") is between CenturyLink Sales Solutions, Inc. as contracting agent on behalf of the applicable CenturyLink Affiliate providing the Services under the Agreement ("CenturyLink") and WELD COUNTY ("Customer") and amends the CenturyLink® Total Advantageu Agreement identified in the table below (the "Agreement"). The name of the CenturyLink Affiliate providing Services to Customer is listed in a Service Attachment, each providing Affiliate separately and individually responsible for all of its own obligations. Capitalized terms not defined herein are defined in the Agreement or a Service Attachment. Document Name (List Agreement and Prior Amendments/ Pricing Change Orders) Contract ID (For internal CenturyLink reference only) Effective Date CenturyLink Loyal Advantage Agreement 1100821 May 22, 2017 WELD COUNTY Authorized Signature Julie A. Cozad Name Typed or Printed Chair, Board of County Commissioners Title NOV 0 6 2017 Date CENTURYLINK SALES SOLUTIONS, INC. DocuSigned by: C C9E6AAC7847E466.. AutlytrOJAigRpturerreson Name Typed or Printed Manager — Offer Management Title10/17/2017 Date IN WITNESS WHEREOF, the parties hereto have signed this Agreement this Zr/ day of , 2017. CONTRACTOR: By: Name: Title: Date WELD CO U f� : �I• ;1�. ATTE Weld o y Clerk to . ' oard BY Deputy Clerk 1. VoIP Services and Acceptanc VoIP and IQ SIP Trunk Service, Analog V Connect, or HCS Service) from CenturyLin Quote, as applicable, that were signed by authori BOARD OF COUNTY COMMISSIONERS WELD CO NTY, COLOR ' DO AbD e A. Cozad, Chai 06 2017 r the Agreement, Customer purchased a VoIP Service (Hosted rvice, Managed Office Service, Managed Office Essentials, Core are subject to a CenturyLink acceptable form of agreement and yes of both parties. 2. 911 Limitations. VolP Services are subject to certain limitations to 911 acess when using VolP. The Federal Communications Commission (FCC) requires CenturyLink to inform Customer about these limitations and to obtain Customer's agreement. However, Customer did not indicate its agreement by initialling the 911 Emergency Service Acknowledgment in the Agreement, Amendment or Quote. By this Amendment, Customer is now indicating its agreement. 2.1 Acceptance of 911 Limitations. The Agreement or Quote is amended as follows to obtain Customers acceptance of and agreement to the VoIP limitations to 911 access: 911 Emergency Service POTENTIALLY HAZARDOUS SITUATION WHICH IF NOT AVOIDED COULD RESULT IN DEATH OR SERIOUS INJURY. PLEASE READ CAREFULLY. (a) Required Federal Communications Commission ("FCC") Warning. The FCC requires that CenturyLink inform Customer of potential limitations to 911 services using Service. The Service provides access to 911 emergency service only on stationary devices N316471 Contract Code: No Changes Page 1 of 3 CONF NT L W• I/— 1 i7 //-t -/7 © CenturyLink. All Rights Reserved. CGT v1.052217 020 / 7 /.S'1/ r00o6. DocuSign Envelope ID: 07683357-2C73-4227-926E-84C95B2B4490 AMENDMENT TO CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT (and not mobile devices). The Service does not support any outgoing calls, including calls to 911 emergency service from Hosted VoIP or SIP Trunk seats that are not associated to a stationary IP enabled device (e.g, from Voice Mail Only Seats), unless another telephony device from which the call can be originated via the end user Portal is used. 911 emergency services will not be available or may not function properly (e.g., they may not route to the correct public safety answering point or `PSAP') under the following circumstances: (a) if the Service is used at a location other than a CenturyLink-Approved 911 Location in the United States (not including U.S. territories), or if an IP-enabled stationary device is moved within the CenturyLink-Approved 911 Location and not reconfigured; (b) if Customer selects a telephone number that is not associated with the geographic area of the installed service and Customer neglects to ensure that the telephone number is registered for the installed CenturyLink-Approved 911 Location (e.g., if Customer chooses a California number for use in a Colorado location); (c) for initial installation of Service — on average 5 days, but for as long as 30 days after installation of Service due to time required to update 911 databases with customer information; (d) for use of Service at a temporary location — until CenturyLink has completed the 911 Update Interval and sent the 911 Update Confirmation to Customer's e-mail address of record. "911 Update Interval" is approximately 15 minutes, unless further address verification is required, in which case the 911 Update Interval could be up to two business days (Important: Customer and end users should always check for the 911 Update Confirmation before using 911 service after a temporary move); (e) if the Service fails or degrades for any reason, such as failures resulting from power outages, CPE failure (e.g., Internet connectivity routers, Customer's data network and equipment, Customer premises switches and routers, phones, handsets, Soft Phones, and other IP-enabled devices), cable cuts, or any Service or broadband outage or degradation (including without limitation, failures caused by suspension or termination of the Service); or (f) while maintenance work is being performed. For SIP Trunk: Additionally, CenturyLink does not support Remote BLAs or Remote SCAs on IP Devices used with SIP Trunk. If a Remote BLA or Remote SCA is enabled, and Customer or an end user make a 911 call from the Remote BLA or Remote SCA line, the 911 call will incorrectly route to the PSAP associated with the 911 location of the telephone number assigned to the Remote BLA or Remote SCA, and not to the 911 location of the calling party. For example, if an end user has a Remote BLA or Remote SCA for a colleague in Chicago on a phone located in San Francisco, and end user in San Francisco places a 911 call on the Remote BLA or Remote SCA line, emergency services will be routed to the 911 location in Chicago associated with the phone number of the Remote BLA or Remote SCA, not to the 911 location in San Francisco. (b) Additional Information Regarding the Limitations of 911 Services. When dialing 911 with the Service, end users should always state the nature of the emergency, and include end user location and number. The default PSAP may not be able to call the end user back if the call is not completed, is dropped or is disconnected, or if end user is unable to tell the PSAP their number and physical location. For Hosted VoIP: The PSAP to which the call is directed will be based on the street address and Calling Party Number for the CenturyLink-Approved 911 Location. The Calling Party Number will be delivered to the PSAP with the 911 call and the PSAP will have the CenturyLink-Approved 911 Location associated with that Calling Party Number. End user user's CenturyLink-Approved 911 Location may not sufficiently pinpoint the specific location of the emergency; therefore, end users must immediately tell the dispatcher the specific location of the emergency so the PSAP can locate the end user and assist with the emergency. Remote BLA/SCA Limitation for Hosted VoIP: The Remote BLA or Remote SCA VoIP functionality for the VoIP Service allows Customer to program its equipment to ring in two separate locations when a single phone number is dialed (i.e., the end user's house and business). When Customer moves from one location (and ringing premises) to another location, Customer must provide CenturyLink with its accurate service address. Customer must keep its CenturyLink-Approved 911 Location identified in the service portal up-to-date with the address of its current location. Failure to update the CenturyLink-Approved 911 Location with the new address location will prevent Customer's calls from routing to the correct PSAP. Customer should not use the VoIP Service at the new location until Customer has received a confirmation email at its address of record. Customer's address has not changed until CenturyLink has completed the 911 Update Interval. For SIP Trunk: Enhanced 911 allows for 911 calls to be pinpointed to the specific location of the end user. If Customer does not add the Enhanced 911 feature, the location directed to the PSAP receiving the call will be based on the street address for the PPU where SIP Trunk is installed. The location indicated to the PSAP with the 911 call will have the TN for the PPU where SIP Trunk is installed and the address associated with that number, which may be different from the number from which an end user is calling 911 based on the options Customer has selected for its PBX and/or IAD, the PPU address may not sufficiently pinpoint the specific location of the emergency; therefore, end users must immediately tell the dispatcher their phone number and the specific location of the emergency so the PSAP can call the end user back if the call is not completed or is disconnected, enabling responders to locate the end user and assist with the emergency. If Customer orders the Enhanced 911 optional feature with SIP Trunk, the "For Hosted VoIP" provisions of this section will apply in lieu of the "For SIP Trunk" provisions of this section. CENTURYLINK RECOMMENDS THAT CUSTOMER AND END USERS ALWAYS HAVE AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES. (c) No Privacy Rights. Customer acknowledges that there is no right of privacy with respect to the transmission of number, name, or address when the Service is used to access 911 or other numbers used in conjunction with 911 or similar emergency services, either by Customer or end users. (d) Customer Must Notify End Users of 911 Limits. Customer will notify all end users (a) of the limitations on access to 911 emergency service described in the Agreement and this Service Exhibit; and (b) that access to 911 emergency service and an appropriate PSAP is only available at the CenturyLink-Approved 911 Location and is not available using an IP enabled mobile device. CenturyLink will provide labels that will indicate that 911 service has limited availability and functionality when used with Service, and CenturyLink recommends that the labels be placed on or near the equipment associated with the Services. Additionally, when Customer end users use a Soft Phone with CenturyLink-provided VoIP services, a 911 warning will appear on the Soft Phone device. The end user will need to click on the display to acknowledge the warning. Customer should direct its end users to the following URL to review these 911 Emergency Service limitations: http://www. centurvlink.com/legal/H VIQSIP/91 I advisorv. pdf. (e) Limitation of Liability. CENTURYLINK, ITS AFFILIATES, AGENTS AND CONTRACTORS (INCLUDING WITHOUT LIMITATION, ANY SERVICE PROVIDER PROVIDING SERVICES ASSOCIATED WITH ACCESS TO 911 EMERGENCY SERVICE) N316471 Page 2 of 3 © CenturyLink. All Rights Reserved. Contract Code: No Changes CONFIDENTIAL CGT v1.052217 DocuSign Envelope ID: 076B3357-2C73-4227-926E-84C95B2B4490 AMENDMENT TO CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT WILL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY PERSONAL INJURY TO OR DEATH OF ANY PERSON, FOR ANY LOSS, DAMAGE OR DESTRUCTION OF ANY PROPERTY RELATING TO THE USE, LACK OF ACCESS TO OR PROVISION OF, 911 EMERGENCY SERVICE. CUSTOMER AGREES TO DEFEND AND INDEMNIFY CENTURYLINK, ITS AFFILIATES, AGENTS AND CONTRACTORS FROM ALL THIRD PARTY CLAIMS, LIABILITIES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING FROM OR RELATED TO 911 DIALING (INCLUDING WITHOUT LIMITATION, LACK OF ACCESS TO 911 EMERGENCY SERVICES, CUSTOMER'S FAILURE TO ADVISE CENTURYLINK OF CORRECT ADDRESSES WHERE IP ENABLED DEVICES USED WITH THE SERVICE ARE LOCATED, CUSTOMER'S FAILURE TO NOTIFY ALL END USERS OF THE LIMITATIONS ON ACCESS TO 911 EMERGENCY SERVICE, OR CUSTOMER'S MOVEMENT OF AN IP ENABLED DEVICE TO A LOCATION THAT HAS NOT BEEN INPUT INTO THE SERVICE SYSTEMS). (f) Use of SIP Trunk Diversion Headers on 911 Calls (for SIP Trunk only). Customer may only use SIP Trunk Diversion Headers when using the Call Forwarding feature with Service. Customer shall not send SIP Trunk Diversion Headers on all calls, and in particular shall never send SIP Trunk Diversion Headers on 911 calls. Sending SIP Trunk Diversion Headers on a 911 call may cause the call to route to the incorrect PSAP, or to the correct PSAP but without the correct Customer phone number and location information. (g) 911 Calls from Alien TNs. When a 911 call is made from an Alien TN, CenturyLink cannot identify the location of the caller to forward to the appropriate PSAP. CenturyLink will therefore send any Customer 911 calls originated from an Alien TN to a live operator at a third -party contracted national 911 center. CenturyLink is charged a fee for each such call (currently $75.00 per call), and will pass the charges on to Customer. To avoid incurring these charges, Customer and its end users should not make 911 calls from Alien TNs. (h) Acknowledgement of 911 Limitations. By initialing below, Customer acknowledges that CenturyLink has advised it of the 911 limitations set forth in this Service Exhibit, that Customer understands this information, and that Customer accepts the Service with these limitations. Using CenturyLink's electronic signature process for this Acknowledgment is acceptable. PRINT CUSTOMER COMPANY NAME: WELD COUNTY PRINT CUSTOMER REPRESENTATIVE'S NAME: Julie A. Coza CUSTOMER REPRESENTATIVE'S INITIALS: N316471 Contract Code: No Changes Page 3 of 3 © CenturyLink. All Rights Reserved. CONFIDENTIAL CGT v1.052217 oho /7-'.57/ DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F AMENDMENT TO CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT THIS AMENDMENT NUMBER ONE (this "Amendment") is between CenturyLink Sales Solutions, Inc. as contracting agent on behalf of the applicable CenturyLink Affiliate providing the Services under the Agreement ("CenturyLink") and WELD COUNTY ("Customer") and amends the CenturyLink Total Advantage Agreement identified in the table below (the "Agreement"). The name of the CenturyLink Affiliate providing Services to Customer is listed in a Service Attachment, each providing Affiliate separately and individually responsible for all of its own obligations. Capitalized terms not defined herein are defined in the Agreement or a Service Attachment. CenturyLink may withdraw this offer if Customer does not execute and deliver the Amendment to CenturyLink on or before October 31, 2017 ("Cutoff Date"). Further, any individual Service or Service Attachment may have its own expiration or cutoff date. Using CenturyLink's electronic signature process for the Amendment is acceptable. CenturyLink will provide the services, bundles, offers, or packages identified in this Amendment (for purposes of this Amendment only, the "Services") under the Agreement and under the Service -specific terms and conditions identified in the Agreement or a previous amendment. Document Name (List Agreement and Prior Amendments/ Pricing Change Orders) Contract ID (For internal CenturyLink reference only) Effective Date CenturyLink Loyal Advantage Agreement 1100821 22 May 2017 WELD COUNTY izeti Signature Julie A. Cozad Name Typed or Printed Chair, Board of County Commissioners Title 0CT 0 2 2017 Date CENTURYLINK SALES SOLUTIONS, INC. CDocuSigned by: c , ar,4A.S0v, kvtri4 TaAg4@5L4ce Name Typed or Printed Manager — Offer Management W§/2017 Date IN WITNESS WHEREOF, the parties hereto have signed this Agreement this pC day of CONTRACTOR: By: Date Name: Title: sdzAdlo,is Clerk tot • B .ard BY Deputy Clerk t•1 he =oard 1. Addition of Service Exhibit(s) or is revised to add the following Service Exhibit nt(s) to the Agreement: � v ' • DOMESTIC NETWORK DIVERSITY® SERVIC S EXHIBIT OARD OF COUNTY COMMISSIONERS ELD COUNTY, COLO - O 2 2117 , 2017. ction 2 of the CenturyLink Communications LLC Service Appendix • CENTURYLINK IQ SIP TRUNK SERVICE EXHIBIT 2. Modifications to Pricing. 2.1 The rates for the DOMESTIC CENTURYLINK IQ NETWORKING set forth in 1.3(c) of the DOMESTIC CENTURYLINK IQ NETWORKING SERVICE EXHIBIT are amended to: N285036 ?ate- dp l�-2-av(7 Page 1 CONFI NTIA 66: --rLige4) /9-aa-/1 © CenturyLink. All Rights Reserved. U-CLA v1.051517 ,oil - /57! ZToock DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F AMENDMENT TO CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT (a) Add the new rates and/or locations set forth below. All existing rates and/or locations remain unchanged. • Tiered Gigabit Ethernet (1000 Mbps) Internet Port Other Access Install NRC* Net Rate MRC 100 Mbps $4,000.00 $450.00 For Informational Purposes Only • Tiered Gigabit Ethernet (1000 Mbps) Internet Port Other Access Install NRC* Net Rate MRC 200 Mbps $4,000.00 $890.00 400 Mbps $4,000.00 $1,000.00 600 Mbps $4,000.00 $1,160.00 *NRC Waiver. CenturyLink NRCs specified above are waived so long as such Service ordered hereunder and suoiect to this waiver remains installed and used by Customer for at least twelve (12) consecutive months ("Minimum Waiver Term"). If this Agreement or any Service subject to this waiver is terminated or cancelled prior to the conclusion of the Minimum Waiver Term for reasons other than a default by CenturyLink, Customer shall be required, within thirty (30) days of such termination to repay (in addition to any applicable early termination fees set forth in the Agreement) the amount of the applicable CenturyLink NRC(s) waived pursuant to this section. 2.2 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 in months Circuit Speed Local Access Net Rate MRC Install NRC* 303857 170614151155 2950 9TH ST FORT LUPTON, CO 80621 ELA - Native 36 Gigabit Ethernet- 100 Mbps $325.00 $1,000.00 303651 170614151156 4209 COUNTY ROAD 24 1/2 LONGMONT,CO 80504 ELA - Native 36 Gigabit Ethernet- 100 Mbps $325.00 $1,000.00 For Informational Purposes Only • NPA/NXX Loop Tracking ID Service Address Type of Local Access Service Term in months Circuit Speed Local Access Net Rate MRC Install NRC* 970351 170707024672 915 10TH ST Greeley, CO80631 ELA — Native 36 Gigabit Ethernet— 400 Mbps $1,200.00 $1,000.00 970330 170707024683 3105 35TH AVE Greeley, CO80634 ELA - Native 36 Gigabit Ethernet— 400 Mbps $1,200.00 $1,000.00 N285036 Page 2 © CenturyLink. All Rights Reserved. CONFIDENTIAL U-CLA v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F AMENDMENT TO CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT widths): --- - v NPA/NXX v Loop Tracking ID Service Address Type of Local Access Service Term in months Circuit Speed Local Access Net Rate MRC Install NRC* 303708 170303174512 12500 E ARAPAHOE RD. CENTENIAL, CO 80112 ELA - Native 36 Gigabit Ethernet - 400 Mbps $600.00 $0.00 970304 170305189878 3105 35TH AVE. GREELEY, CO 80634 ELA - Native 36 Gigabit Ethernet - 600 Mbps $775.00 $0.00 970304 170305189854 915 10TH ST. GREELEY, CO 80631 ELA - Native 36 Gigabit Ethernet - 600 Mbps $775.00 $0.00 *NRC Waiver. CenturyLink NRCs specified above are waived so long as such Service ordered hereunder and subject to this waiver remains installed and used by Customer for at least twelve (12) consecutive months ("Minimum Waiver Term"). If this Agreement or any Service subject to this waiver is terminated or cancelled prior to the conclusion of the Minimum Waiver Term for reasons other than a default by CenturyLink, Customer shall be required, within thirty (30) days of such termination to repay (in addition to any applicable early termination fees set forth in the Agreement) the amount of the applicable CenturyLink NRC(s) waived pursuant to this section. For Informational Purposes Only Port plus Loop Pricing, Diversity charges not included. Existing Locations Install NRC Net Rate MRC Port Net RaotepMRC Total MRC 400 Mbps 12500 E ARAPAHOE RD. CENTENIAL, CO 80112 $4,000.00 $1,000.00 $600.00 $1,600.00 600 MBPS 3105 35TH AVE. GREELEY, CO 80634 $4,000.00 $1,160.00 $775.00 $1,935.00 600 MBPS 915 10TH ST. GREELEY, CO 80631 $4,000.00 $1,160.00 $775.00 $1,935.00 New Rates and Locations Install NRC Net Rate MRC Net RaotepMRC Total MRC 100 Mbps 2950 9TH ST FORT LUPTON, CO 80621 $4,000.00 $450.00 $325.00 $775.00 100 Mbps 4209 COUNTY ROAD 24 1/2 LONGMONT,CO 80504 $4,000.00 $450.00 $325.00 $775.00 2.3 Billing Change Date. 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.") 3. Miscellaneous. This Amendment will be effective on the date the last party signs (the "Amendment Effective Date") and will become part of the Agreement. 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 in the event there are any inconsistencies between the two documents, the terms of this Amendment will control. N285036 Page 3 © CenturyLink. All Rights Reserved. CONFIDENTIAL U-CLA v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK TOTAL ADVANTAGE® AGREEMENT DOMESTIC NETWORK DIVERSITY® SERVICES EXHIBIT 1. General; Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. CenturyLink QCC will provide Domestic Network Diversity enhancements ("Service" or "Diversity") to underlying services in the continental United States under the terms of the Agreement, RSS, and this Service Exhibit. "Card Diversity" means the secondary or diverse circuit that originates and/or terminates onto a separate card on the same device within the same CenturyLink POP as the primary circuit. "Dedicated IP Access" means a special access local loop connection, from the Customer premises to an IP POP ("POP"). "Device Diversity" means the secondary or diverse circuit that originates and/or terminates in a separate aggregation device (such as routers, switches) within the same IP POP as the primary service. "ELA" or "Ethernet Local Access" means CenturyLink Provided Access using Ethernet 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. "CenturyLink Domestic Network" means the CenturyLink operated facilities located within the 48 contiguous states that consist of transport POPs, physical media, switches, circuits, and/or ports that are operated solely by CenturyLink. "Single Circuit Diversity" unless otherwise stated in this Service Exhibit, means an individual circuit on the CenturyLink Domestic Network that either: (a) is routed to, or; (b) avoids a specified geographic location along the circuit's path between the originating and terminating CenturyLink transport POP buildings, subject to availability. "SLA" means the service level agreement specific to the Service, located at http://www.centurylink.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. 2. Service. 2.1 Description. Diversity is an enhanced routing option that routes an Underlying Service according to either: (a) a Customer - defined routing between two or more diversely related circuit(s); or (b) a predefined path that either routes to or avoids a specified geographic location on the circuit path ("Single Circuit Diversity") according to Customer's requirements, unless otherwise noted below; and (c) identifies and maintains the diversely routed circuit(s) in the CenturyLink provisioning systems, until the Service is cancelled. Diversity does not provide switching and/or routing of Customer's digital transmissions between primary and diversely routed circuits in the event of a failure on any one circuit or port. CenturyLink only offers protection switching, if any, inherent with the Underlying Services. The Diversity options described in this Service Exhibit are subject to availability and technical feasibility. The SLA is effective as of the first day of the second month after initial installation of Service. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for the Service. CenturyLink's Underlying Services include: Domestic Private Line Service, EPL, Optical Wavelength, IQ Networking Service (including Internet Ports, Private Ports, and Enhanced Ports), ATM Service, Frame Relay Service, Dedicated Domestic Outbound/Inbound Long Distance Service ("Long Distance"), and related Local Access Service. The Underlying Services will, except to the extent modified in this Service Exhibit, be offered pursuant to the terms and conditions of the Agreement, Service Exhibits, and/or RSS applicable to the Underlying Services. 2.2 Diversity Configurations. Diversity configurations vary based on the Underlying Service. See below for options, subject to available network facilities. (a) Domestic Private Line Diversity Service. Domestic Private Line Diversity Service is offered at DS -1, DS -3, OC-3, OC-12, and OC-48 transmission rates. CenturyLink does not offer DS -0 and Fractional DS -1 Domestic Private Line Diversity Services. CenturyLink's routing of the diverse Domestic Private Line circuit(s) is based on the route of the designated working path of the circuit(s). Domestic Private Line Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity or Transport Diversity. In some instances, the diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit. (b) EPL Diversity Service. EPL Diversity Service is offered at 50 Mbps, 100 Mbps, 150 Mbps, 600 Mbps, and 1000 Mbps transmission rates. CenturyLink's routing of the diverse EPL circuit(s) is based on the route of the designated working path of the N285036 Page 1 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.050216 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK TOTAL ADVANTAGE® AGREEMENT DOMESTIC NETWORK DIVERSITY® SERVICES EXHIBIT circuit(s). EPL Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity or Transport Diversity. (c) Optical Wavelength Diversity Service. Optical Wavelength Diversity Service is offered as an unprotected point-to-point transmission path between an originating and terminating CenturyLink POP at 1 GbE, 2.5 Gbps and 10 Gbps transmission rates. Optical Wavelength Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity or Transport Diversity. (d) IQ Networking Diversity Service. IQ Networking is offered at DS -1, IMA (2xDS-1 up to 8xDS-1s)*, DS -3, OC-3, OC-12, and OC-48 transmisison rates. IQ Networking Diversity Service is offered in the following configurations but not in combination: POP Diversity (Single Circuit or Primary and Diverse Circuit), Device Diversity, or Card Diversity. 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 DS -1, IMA (2xDS-1 up to 8xDS-1s)*, DS -3, OC-3, and OC-12 transmission rates and Frame Relay Diversity Service is offered at DS -1 and DS -3 transmission rates. ATM/Frame Relay Diversity is offered in the following configurations, but not in combination: POP Diversity, Switch Diversity or Card Diversity. The diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit. (f) Long Distance Diversity Service. Long Distance Diversity Service is offered at DS -1, DS -3, OC-3, OC-12, and OC-48 transmission rates. The diverse circuit may share common network facilities, infrastructure, and/or buildings with the primary circuit. Long Distance Diversity Service is offered in the following configurations, but not in combination: Single Circuit Diversity, Switch Diversity, or Card Diversity. Long Distance Single Circuit Diversity on the CenturyLink Domestic Network means a circuit that is routed to a specified CenturyLink voice switch. 2.3 Local Access Diversity Service. Local Access Diversity Service is an enhancement to Local Access that: (a) routes circuits based on 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 DS -1, 2xDS-1 up to 8xDS-1*, DS -3, OC-3, OC-12, and OC-48 transmission rates; or (d) ELA at bandwidths varying from 1 Mbps to 1000 Mbps (1Gbps) and may include CenturyLink ordering circuits utilizing alternate Central Offices or alternate Serving Wire Centers. CenturyLink does not have direct control of the routing, installation, maintenance, performance, etc. of the third party local access facilities ordered on behalf of the Customer. 2.4 Ordering of Diversity Services. Upon acceptance of an Order Form, CenturyLink will notify Customer of its target date for the delivery of each Service ("Customer Commit Due Date"). CenturyLink will use commercially reasonable efforts to install each Service on or before the Customer Commit Due Date, but the inability of CenturyLink to deliver Service by that date will not be a default under the Agreement. 2.5 Service Conditions. (a) CenturyLink will not provide special construction as part of the Service. Any requests for special construction are handled on an individual case basis. (b) Customer understands and agrees that CenturyLink has no visibility into the location of fiber strands, conduits, and other network facilities of other carriers and that CenturyLink will not attempt to identify and/or manage other carrier's facilities as part of the Service. Customer understands and agrees that Diversity is offered on On -Net facilities only. Furthermore, Customer understands and agrees that CenturyLink may rearrange (groom) 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 circuit(s) as a result of increased actual routing mileage. (d) Single Diverse Circuit Additional Mileage Charges. If CenturyLink, in its sole discretion, determines that 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 in order for CenturyLink to monitor connectivity. 3. Term; Cancellation. The term of this Service Exhibit will begin on the Effective Date of the Agreement (or, if applicable, an amendment to the Agreement if Customer adds this Service Exhibit after the Effective Date of the Agreement) and will continue until the termination of the last Service ordered under this Service Exhibit. Service will automatically terminate on the termination of the Underlying Service. In the event Customer cancels Diversity on an Underlying Service, Customer will pay for the Diversity provided through the effective date of the cancellation and all third party cancellation charges that apply. 4. Charges. Customer will pay all charges set forth in a valid quote sheet attached to the Order Form for Diversity or in a Pricing Attachment, in addition to the charges for the Underlying Services. If backhaul routing is required to complete Customer's Diversity order for IQ Networking (including Internet Ports, Private Ports, and Enhanced Ports) ATM Service, Frame Relay Service, or Long Distance, Customer will pay the backhaul charges for each diversely routed circuit and for IQ Networking service, the Backhaul Pricing Attachment will be attached to this Service Exhibit. Billing will begin once the circuit is available for testing or use by Customer with the N285036 Page 2 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.050216 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK TOTAL ADVANTAGE® AGREEMENT DOMESTIC NETWORK DIVERSITY® SERVICES EXHIBIT Diversity activated or once Diversity has been added to an existing circuit. List rates will be used to calculate Contributory Charges. The Service is not entitled to the QTA Discount. The DS -1s within an Nx bundle must all connect to the same POP. N285036 Page 3 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.050216 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK TOTAL ADVANTAGE® AGREEMENT DOMESTIC NETWORK DIVERSITY® SERVICES EXHIBIT PRICING ATTACHMENT This Domestic Network Diversity Service Pricing Attachment ("Pricing Attachment") is appended to, and subject in all respects to, the CenturyLink Total Advantage Agreement between Qwest Communications Company, LLC d/b/a CenturyLink QCC 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 herein 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). Circuit Type DS1 "Diversit Enhancement MRC" $100 2XDS1 $110 3XDS1 $165 4XDS1 $220 5XDS1 $275 6XDS1 $330 7XDS1 $385 8XDS 1 $440 DS3 $150 OC3 $200 OC12 $250 OC48 $300 OC192 $350 Ethernet 1 — 100 Mbps $150 Ethernet 150 - 500 Mbps $200 Ethernet 600 - 800 Mbps $250 Ethernet 900 - 1000 Mbps $300 10000 (10 G) $350 N285036 Page 4 © CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.050216 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ® SIP TRUNK SERVICE EXHIBIT 1. General; Definitions. Capitalized terms not defined herein are defined in the Agreement. CenturyLink QCC will provide CenturyLink IQ® SIP Trunk ("SIP Trunk"or "Service") under the terms of the Agreement and this Service Exhibit. "Administrator Portal" enables the Customer administrator to: (a) set up end users; (b) implement: (i) some moves, adds, changes, and deletions; and (ii) calling restrictions. "Alien TN" means a telephone number that has not been ported to Service or has not been assigned by CenturyLlnk. Alien TNs are currently only permitted with SIP Trunk. "ANI" means automatic number identification. "Approved Connectivity" means a new or existing CenturyLink IQ® Networking port or Data Bundle solution provided by CenturyLink QCC, or new or existing DIA Service or Internet Bundle provided by a CenturyLink Affiliate other than CenturyLink QCC. If Customer selects an access type that does not provide guaranteed end -to -end QoS or if Customer is not using Approved Connectivity at any point in time (e.g., a Wi-Fi or wireless network or device), Customer may experience call quality issues. In these instances, CenturyLink's Voice Availability SLA will not apply. Additionally, Customer acknowledges that the only way to resolve quality issues on connectivity that does not provide end -to -end QoS may be to move to another connectivity type that provides end -to -end QoS. "Approved CPE" means internet connectivity routers, Customer premises switches and routers, and IP enabled devices (e.g. handsets) and intangible computer code contained therein, designated by CenturyLink. In some cases, Customer may provide its own Approved CPE. If Customer provides Approved CPE, the provisions of the "Customer -Owned CPE" section of this Service Exhibit will apply. "Calling Party Number" (CPN) means the originating party's telephone number, as displayed on Caller ID (when Caller ID privacy is not restricted). "CenturyLink-Approved 911 Location" means Customer's current 911 location that is displayed on the My 911 Location page of the MyAccount: VoIP portal, which may be the 911 location of a Customer PPU, or an updated temporary location that CenturyLink has previously approved. Service may only be used at a CenturyLink-Approved 911 Location. "Customer Environment" means Customer's data network/equipment and premises environment. "Enterprise Trunk" means an aggregation of Trunk Groups, primarily for the purpose of applying a routing policy to select a Trunk Group for a call terminating to the PBX from CenturyLink. "EULA" means an end user license agreement for software of CenturyLink or a third -party provider. Customer end users must accept a EULA before downloading certain software for use with the Service. "Initial Term" is as shown in the Pricing Attachment. "IP" means Internet Protocol. "IP Device" means IP-enabled station sets, expansion modules and handsets approved by CenturyLink for use with the Service. "ISS" means Information Services Schedule which can be found at http://www.centurvlink.com/tariffs/cic info services.pdf and which is subject to change. The ISS contains the current standard rates for domestic and international Off -Net Calls and toll free calls. "MATR" means minimum average time requirement. "Minimum Service Term" is six months from the Start of Service Date. "Net Rates" are in lieu of all other rates, offers, discounts, and promotions. "Off -Net Calls" means any calls that are not (a) local calls, (b) 8xx outbound calls, or (c) On -Net Calls. "On -Net Calls" means calls between the Service and any of the following CenturyLink services: CenturyLink IQ SIP Trunk, Hosted VoIP, Managed Office, Managed Office Essentials, SIP Trunk (Sonus platform), Managed VolP, Analog VoIP, Digital VoIP, or Integrated Access, and that are transmitted through the Service entirely over the CenturyLink IP network and not the PSTN or another carrier's IP network. "Ported TN" means an existing telephone number that is currently subscribed to a local exchange carrier for local, local toll and/or long distance telecommunications services and ported to CenturyLink for use with the Service. "PPU" means the location given by the Customer as the Primary Place of Use for a particular TN or 8xx TN. "Pricing Attachment" means a document containing rates specific to Service and is incorporated by reference and made a part of this Service Exhibit. "PSAP" means public safety answering point. "PSTN" means public switched telephone network. "QoS" means Quality of Service. "Rate Sheet" means the document located at http://www.centurylink.com/legal/IQSIP/ALaCarteRatesvl.pdf. The Rate Sheet includes additional pricing for SIP Trunk optional features, domestic Off -Net long distance and toll free terms and pricing, and MACD charges. The Rate Sheet is incorporated herein by reference. "Remote BLA" means remote bridged line appearance. "Remote SCA" means remote shared call appearance. N285036 Page 5 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ® SIP TRUNK SERVICE EXHIBIT "Renewal Term" means renewal periods equal to the Initial Term that commence once the Initial Term is complete. "Router" means, for purposes of this Service Exhibit, a router, router/switch, or switch approved by CenturyLink for use with the Service. "RSS" means the International Rates and Services Schedule which can be found at http://www.centurylink.com/tariffs/fcc cic ixc rss no 2.pdf and which is subject to change. The RSS contains provisions relating to international toll free service. "Session" means a single unit of simultaneous call capacity. "SIP" means Session Initiation Protocol. "SIP Trunk Diversion Header" means a header used to support PSTN redirecting services such as Call Forwarding. "SLAs" means service level agreements posted at http://www.centurylink.com/legal which are subject to change. "Soft Phone" means software for an IP-enabled device that allows Customer's end users to use the Service to make and receive calls on that device. "Start of Service Date" means the date CenturyLink notifies Customer that Service is provisioned and ready for use. "Term" means Initial Term and each Renewal Term. "Trunk Group" means a group of Sessions used for local or usage -based voice services. 2. Service Description. SIP Trunk provides the delivery of origination and termination of local, including 911, voice traffic and optionally long-distance, and toll -free traffic via a SIP signaling interface enabled to the Customer Premise Equipment (CPE). All voice traffic will be delivered in an IP format over separately purchased connectivity. Customer must purchase standard or enterprise Sessions and at least one seat with the Service. Each SIP Trunk seat includes one telephone number ("TN"). Customer may purchase optional services with SIP Trunk for additional charges. Other optional features and services may be available on an individual case basis. The local and long distance calling service area for a SIP Trunk telephone number is based on the area code and prefix assigned to the end user and does not depend on the end user's physical location. (a) Standard SIP Trunk Sessions. Standard SIP Trunk Sessions include the ability to make On -Net and Off -Net calls and terminate toll free calls, access to the end user portal and Administrator Portal, Session pooling, failover, call logs, third party voice mail support, intercept user, phone status monitoring, and other features. Standard SIP Trunk Sessions support Session pooling and failover, and are eligible for the specified waived minutes of use under the "LD/TF Offer" shown in the Rate Sheet. (b) Enterprise SIP Trunk Sessions. Enterprise SIP Trunk Sessions include features included in standard SIP Trunk Sessions plus Enterprise Trunking and homing to geo diverse session border controllers. Enterprise SIP Trunk Sessions also support Session pooling and failover, and are eligible for the specified waived minutes of use under the "LD/TF Offer" shown in the Rate Sheet. (c) SIP Trunk Standard Seats. SIP Trunk standard seats are for use with standard SIP Trunk Sessions and Enterprise SIP Trunk Sessions only. They are designed to address a company's standard calling practices (general business, support and clerical personnel) that do not require an advanced feature set. Standard Seats include a standard feature package. (d) SIP Trunk Premium Seats. SIP Trunk Premium seats are for use with any type of SIP Trunk Session. SIP Trunk premium seats are designed to fit the needs of the majority of a company's professional employees. They provide end users with advanced IP phone features and they support inbound anywhere functionality and Soft Phone access. (e) SIP Trunk Mobility Seats. SIP Trunk mobility Seats are for use with any type of SIP Trunk Session. A SIP Trunk mobility seat includes standard SIP Trunk features and it supports inbound anywhere functionality and Soft Phone. (f) Contact Center Groups. A contact center group (also known as ACD, Automatic Call Distribution) queues incoming calls in the cloud and distributes the calls to end users within a contact center group. Contact center groups can be added through the Administrator Portal at no additional charge but they require a dedicated telephone number (which is an available TN) for inbound calls. There are two levels of contact center groups: basic and standard. Customer must ensure that the MCC (Maximum Concurrent Calls) settings for that site has an adequate setting to accommodate the contact center group. Each concurrent call in queue and on a physical device associated with that site consumes a call path from the MCC setting. If the MCC is not set to an adequate amount, the maximum number of calls queued may not be realized. (I) Contact Center Basic Group. Only end users with a contact center basic seat or contact center standard seat can be added to a contact center basic group. A contact center basic group does not include supervisor seat functionality, end user login and logout of the queue, real time reporting, or historical reporting. A maximum of 25 calls can be queued in a contact center basic group. (ii) Contact Center Standard Group. Only end users with a contact center standard seat or a contact center supervisor seat can be added to a contact center standard group. A contact center standard group includes end user log in and log out of the queue, viewing of queue statistics, and joining/leaving queues as needed via the web client. A maximum of 50 calls can be queued in a contact center standard group. (g) Contact Center Basic Seat. A contact center basic seat allows end users to be assigned to a contact center basic group. Contact center basic seats include the same features as a premium seat. There are no login or logout capabilities. (h) Contact Center Standard Seat. A contact center standard seat allows end users to be assigned to a contact center standard group. Contact center standard seats include the same features as a premium seat. end users can log in and out of the queue, see queue statistics and join/leave queues as needed via the web client. N285036 Page 6 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ®SIP TRUNK SERVICE EXHIBIT (i) Contact Center Supervisor Seat. A contact center supervisor seat allows end users to be assigned to a contact center standard group. Contact center supervisor seats include the same features as a premium seat. End users can log in and out of the queue, view queue statistics, join/leave queues as needed via the web client, view real time reporting, access historical reporting on the call queue, and monitor calls via the included web client. Contact center supervisor seats can also monitor contact center standard groups and contact center standard seats. (j) Additional Optional Features. (i) Enhanced 911 Service. Enhanced 911 Service provides Customer the option to have an E911 service address per telephone number. Without this option, 911 service provided with SIP Trunk is associated with the main business TN at each Customer location, and not with the actual end user location. (ii) SIP REFER. SIP REFER allows Customer to transfer a call using a specific network protocol that causes the network to complete the call transfer rather than CPE. (iii) Session Border Controller (SBC). SBC software enables an approved CenturyLink certified class of Adtran routers/IAD's to authenticate to our IQ SIP Trunk network in a single piece of CPE. Each software package denotes the maximum number of sessions that can be authenticated. (iv) CTAC Customer Support. "CTAC Customer Support" is an ancillary service that provides remote technical support to help Customer configure equipment that Customer uses for CenturyLink IQ® SIP Trunk Service and is subject to availability. "CTAC" means CPE Technical Assistance Center. CTAC Customer Support is provided upon Customer request and is subject to details such as the type of equipment, maintenance plans, and CenturyLink's approval. CenturyLink will use commercially reasonable efforts to assist Customer and CenturyLink offers no SLA for CTAC Customer Support. Certain equipment is not eligible for CTAC Customer Support. Charges for CTAC Customer Support may apply. When charges apply, minimum billing for CTAC Customer Support is one hour. After the first hour, CenturyLink will bill Customer in full 30 -minute increments. (iv) Hunt Groups. An additional MRC and NRC apply for each hunt group. An additional MRC will also apply if Customer orders a voice mail box for a hunt group. (v) Auto Attendant. An additional MRC and NRC apply for each auto attendant. (vi) Voice Mail Only Seats. Customer may purchase optional voice mail only seats at the MRC shown on the Rate Sheet. Voice mail only seats are featureless seats that allow inbound callers to leave a voice mail message. Since IP handsets and Soft Phones are not available with a voice mail only seat, outbound calls and 911 calls cannot be made from a voice mail only seat. (vii) Virtual Seats. A virtual seat does not include a physical device (like a phone) and is not associated to a SIP Trunk Group. A TN associated with a virtual seat can be used as a line appearance on a phone, but cannot be used as the primary TN. Virtual seats have the same features as SIP Trunk premium seats, except for the associated physical device. (viii) Available TNs. An available number is an unallocated number Customer retains in a pool for later use. An additional MRC applies for each available TN. (ix) Anywhere TNs. Customer can order optional anywhere TNs (find me, follow me capability) with SIP Trunk premium seats and with SIP Trunk mobility seats. An additional MRC and NRC apply for each anywhere TN. (x) Alternate TNs. An alternate TN is a new or ported available TN that is configured to ring a particular seat by the use of another telephone number. Alternate TNs are may be used for incoming calls only. (xi) Local, 8XX and On -Net Calls. Local calls, 8XX outbound calls, and On -Net Calls are included in the standard and enterprise SIP Trunk Session MRCs. (xii) Off -Net Calls. Additional per minute charges apply to international Off -Net Calls. Additional per minute charges also apply to domestic Off -Net calls in excess of the quantity of waived minutes shown in the "Domestic Outbound Off -Net LD and Domestic Inbound 8XX Pricing" section on the applicable Rate Sheet (the "LD/TF Offer"). CenturyLink may modify the LD/TF Offer upon expiration of the Initial Term, including reverting to standard Off -Net long distance rates. Standard per minute rates for domestic and international Off - Net long distance are shown in the ISS. If Customer negotiated non-standard Off -Net long distance rates on a Voice Service Exhibit, those negotiated rates will apply to long distance in lieu of the ISS rates or the LD/TF Offer. Regardless of where Off -Net pricing for long distance is located, the terms and conditions of this Service Exhibit will continue to apply to long distance used with Service. Additional per minute charges apply to each Off -Net Call leg of a conference call. (xiii) Toll -Free Calls. Inbound toll free services are available with the Service. CenturyLink is required by the FCC to state in this Service Exhibit that Customer is prohibited from using any toll free TN, or other TN advertised or widely understood to be toll free, in a manner that would violate FCC rule 47 CFR 64.1504. Additional per minute charges apply to international inbound toll free calls. Additional per minute charges also apply to domestic inbound toll free calls in excess of the quantity of waived minutes shown in the "Domestic Outbound Off -Net LD and Domestic Inbound 8XX Pricing" section on the applicable Rate Sheet (the "LD/TF Offer"). CenturyLink may modify the LD/TF Offer upon expiration of the Initial Term, including reverting to standard domestic inbound toll free rates. Standard rates for domestic and international toll free service are in the ISS. If Customer negotiated non-standard toll free rates on a Voice Service Exhibit, those negotiated rates will apply to inbound toll free in lieu of the ISS rates or the LD/TF Offer. Regardless N285036 Page 7 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ® SIP TRUNK SERVICE EXHIBIT of where toll free pricing is located, the terms and conditions of this Service Exhibit will continue to apply to toll free used with the Service. (xiv) Operator Services. Available for calling or credit card billed calls only. No collect or third party billing calls are supported. Pricing for Operator Services is located in the FCC Operator Services Informational Tariff posted at: http://www.centurvlink.com/tariffs/fcc cic cps t.pdf. (xv) Directory Listing. An additional MRC applies to each basic business white page listing of a telephone number. (xvi) Directory Assistance. A flat per call charge applies to directory assistance. (xvi) Receptionist Web Console. Receptionist web console is a web -based application that provides receptionist console capabilities for Service on a Customer PC. An additional MRC applies for each receptionist web console. (xviii) Desktop/Mobile Soft Phones. Desktop and mobile Soft Phones are Internet -based software that allow Customer end users to utilize the calling features of the Service on a Customer Windows/PC, Apple/Mac, Android, or iOS device using available Internet access. Voice quality and the ability to utilize the Soft Phones may be impacted by the availability of Customer's Internet access, Internet capacity and associated Customer -provided hardware limitations. Customer end users must accept a EULA when downloading Soft Phone software. Additional charges for available Soft Phones are shown on the Rate Sheet. When purchased with SIP Trunk, desktop and mobile Soft Phones can only be purchased in conjunction with premium or mobility seats. (xix) PACNPAC. PACNPAC are optional product account authorization codes available with the Service. These authorization codes restrict access to outbound long distance dialing. End users attempting to call long distance outside the authorized group are prompted to enter a code prior to placing the long distance call. Calls are not connected unless a valid code is entered. (xx) Voicemail Transcription. The voicemail transcription feature transcribes a voicemail into text that is delivered via email. The quality of transcripts varies and in certain cases this feature may not be available. An additional charge applies. (xxi) IP Failover. IP failover is an optional feature where the Approved CPE Router is configured with the ability to route Internet and VoIP traffic to another network in the event the primary Internet connection is interrupted. IP failover is an optional feature at an additional charge. Customer is not entitled to any SLA remedies for periods when IP failover is in effect. CenturyLink recommends Customer and its end users always have an alternative means of accessing 911 services. Customer will notify its end users of these additional limitations. (A) IP Failover Standard. IP failover standard allows Customer to bring its own secondary Internet connection to use for failover scenarios. The secondary Internet connection must have a public IP address and not be restricted by a firewall or other type of device. Customer acknowledges that it might experience several minutes of network downtime while the transition from one network to the other takes place. The secondary Internet connection is not included in the IP failover charge. If the failover connectivity selected by Customer does not have QoS, Customer may experience call quality issues and/or failure of calls to complete at that location, including calls to 911 emergency services. (xxii) Call Recording Components. Call Recording is a cloud -based component that integrates seamlessly with the Service. Recordings will be stored on CenturyLink servers for the selected storage time period. During that time, recordings can be played directly from the administrative portal or downloaded for playback and storage. All seats within the same group must have the same call recording add-on. (A) Call Recording Basic. Call recording basic add-on allows users to record incoming and outgoing calls based upon the configured recording mode. Recordings will be accessible online by an administrator for 7 days. The maximum recording storage for a call recording basic user is 56 hours for the given 7 day period. (B) Call Recording Standard. Call recording standard add-on allows users to record incoming and outgoing calls based upon the configured recording mode. Recordings will be accessible online by an administrator for 30 days. The maximum recording storage for a call recording standard user is 240 hours for the given 30 day period. (C) Call Recording Premium. Call recording premium add-on allows users to record incoming and outgoing calls based uoon the configured recording mode. Recordings will be accessible online by an administrator for 1 year. The maximum recording storage for a call recording premium user is 2,920 hours for the given 1 year period. (D) Compliance. Customer is responsible for complying with all laws and regulations in connection with its use of the Service, including all applicable call recording law related to Customer's Call Recording components. 2.2. Service Conditions. The following conditions apply to the Service: (a) Site Conditions. Customer is responsible for ensuring that its Customer Environment is fully prepared for the convergence of voice and data services during the Term. Customer is responsible for fully understanding how changes in its data network will affect voice quality and reliability of the Service. The addition of new data network applications, increased usage, movement of Customer personnel, and equipment failures can all have an impact on Service using that network. CenturyLink has no liability for Service deficiencies or interruptions caused by failures or malfunctions in the Customer Environment. A CenturyLink representative will assist Customer in a technical interview to determine if the Customer Environment meets the specifications. Customer is responsible for providing all the necessary information to complete the technical interview. If CenturyLink determines that Service is not available at a particular location or if the Customer Environment does not meet the specifications needed to use the Service, CenturyLink has no obligation to provide Service at that location and Customer may terminate the Service without liability for any Cancellation Charge.. N285036 Page 8 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ® SIP TRUNK SERVICE EXHIBIT (b) Access. Customer must provide CenturyLink and/or its representative access to the Customer premises to the extent reasonably determined by CenturyLink for the installation, repair, replacement, inspection and scheduled or emergency maintenance of the Service. The installation NRC covers either a single Customer site visit by a CenturyLink technician (if Service is added to existing Approved Connectivity), or a maximum of two Customer site visits (if installation of the Service includes new Approved Connectivity). If additional site visits are required, time and material charges will apply at CenturyLink's then current rates. Customer is responsible for providing a safe place to work at its premises and complying with all laws and regulations regarding the working conditions at its premises. (c) Voice Services (Long Distance and Toll Free). CenturyLink will provide the voice services under the terms of the Agreement, ISS, and this Service Exhibit (i) Description; Service Guide and SLA. Long Distance accepts domestic and international dedicated long distance traffic in IP format and converts such traffic for transmission across the telecommunications network. Toll Free accepts domestic and international toll free traffic and converts it into IP format for transmission to Customer. The voice services are dedicated offerings. All use of the voice services will comply with and be subject to the Services Guide and applicable sections of the CenturyLink Hosted VoIP and IQ SIP Trunk SLA, which is posted at http://www.centurylink.com/legal/. CenturyLink reserves the right to refuse to accept, suspend, or limit any or all of Customer's IP traffic not complying with the Service Guide technical specifications or that CenturyLink believes is adversely affecting other customers on the CenturyLink network. The Service Guide is incorporated into this Service Exhibit by this reference. CenturyLink may reasonably modify the Service Guide to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers, and such change will be effective upon posting to the website. (ii) Telemarketing. With respect to any outbound long distance: (a) Per the Federal Trade Commission ("FTC"), telemarketers are required to transmit their telephone number to Caller ID services. As such, all telemarketers using CenturyLink commercial services are required to provide CPN/pseudo-CPN and a CGN provisioned with the service: IF A TELEMARKETER DOES NOT PROVIDE CENTURYLINK WITH A NUMBER FOR THIS PURPOSE, THE CALL WILL BE BLOCKED BY CENTURYLINK; and (b) Federal Do Not Calls rules require that companies that telemarket or engage in telephone solicitations adhere to the requirements set forth in 47 C.F.R. section 64.1200 (FCC) and 16 C.F.R. Part 310 (FTC). Please consult with your company's legal advisor for more information. (iii) Non -Completed Calls. "Non -completed Call Percentage Threshold" means 30% of all attempted calls, both completed and non -completed. If the percentage of Customer's calls that do not complete (out of all attempted calls) meets or exceeds the Non - completed Call Percentage Threshold for any given monthly billing cycle, CenturyLink may, upon 30 calendar days notice to Customer, disconnect any and all circuit(s) providing Service on which the Non -completed Call Percentage Threshold was exceeded. (iv) International Toll Free. International Toll Free Service "ITFS"/Universal International Freephone Number "UIFN" billing increments, usage restrictions and descriptions are found in the RSS. All rates are located in the ISS. (d) Connectivity and CPE. Customer must purchase connectivity and Approved CPE separately. CenturyLink may add to the Approved Connectivity and Approved CPE lists from time to time. The then current lists are available to Customer upon request. CenturyLink has no liability for Service deficiencies or interruptions caused by Customer, its employees, contractors or agents, or end users reconfiguring or misconfiguring the Approved Connectivity or Approved CPE. (e) Queuing Method. Customers using CenturyLink IQ Networking Private or Enhanced Ports for Approved Connectivity are strongly encouraged to select Queuing Method ("QM") C, if available. If unavailable, Customers are strongly encouraged to select QM B. If Customer instead selects QM A or QM D, Customer may experience call quality and/or call set-up problems under normal usage patterns. If that occurs, CenturyLink's first troubleshooting step will be to implement QM C or QM B. CenturyLink will thereafter only engage in further troubleshooting if implementing QM C or QM B does not resolve the problem. If changing the QM resolves the call quality and/or set-up problems, Customer agrees to continue using the QM implemented by CenturyLink to resolve the issue. (f) Customer -Owned CPE. Instead of renting Approved CPE from CenturyLink, Customer may, at its option, utilize Customer - owned CPE with Service. Customer -owned CPE includes CPE purchased from CenturyLink or another CPE vendor. Unless stated otherwise, all Customer -owned CPE used with Service must: (i) be on CenturyLink's Approved CPE list; (ii) be covered by a CenturyLink CPE maintenance plan during the entire Term; (iii) include an operating system that complies with CenturyLink's minimum requirements; and (iv) be re -imaged or programmed by CenturyLink to work with Service. Notwithstanding subpart (iv), CenturyLink will not re -image, program or adjust settings on Customer -owned LAN switches unless Customer purchases separate network management service from CenturyLink. A copy of CenturyLink's current Approved CPE list and list of current minimum operating system requirements are available upon request. Unless Customer purchases CPE maintenance from CenturyLink, CenturyLink will not maintain the Customer -owned CPE. CenturyLink will also not install or maintain operating system software on Customer -owned CPE. Except where Customer has purchased CPE maintenance from CenturyLink on a Customer -owned CPE device, Customer will not be entitled to SLA remedies if Service fails to meet a CenturyLink SLA due to a failure or malfunction of that device. (g) Off -Net Call Billing. Off -Net Call charges are quoted in full minutes. Each domestic Off -Net Call is measured and billed for an initial 18 seconds and rounded up to the next 6 second increment after the first 18 seconds. Domestic Off -Net Calls are also subject to a 30 second MATR per call. If the MATR is not met in a particular month, CenturyLink may add $0.01 to the per minute charge for all domestic Off -Net Calls during that month. Each international Off -Net Call (except to Mexico) is measured and billed for an initial 30 seconds and rounded up to the next 6 second increment after the first 30 seconds. Each International Off -Net Call to Mexico is measured and billed for an initial one minute and rounded up to the next minute after the first minute. N285036 Page 9 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ®SIP TRUNK SERVICE EXHIBIT (h) Unsupported Calls. The Services do not support collect or third party billing. The Services may not support 311, 511 and/or other x11 services (other than 911, 711 and 411 dialing) in all service areas. The Services do not support any outgoing calls from seats that are not associated with an IP Device or Soft Phone (i.e., from Voice Mail Only Seats), unless another telephony device from which the call can be originated via the end user Portal is used. The Services do not support Remote BLAs or Remote SCAs. Customer is specifically instructed not to enable Remote BLAs or Remote SCAs on its IP devices used with the Services. Additional information regarding potential issues with Remote BLAs and Remote SCAs is found in the "911 Emergency Service" section of this Service Exhibit. (i) Area of use. The Service is intended to be used only at one of the Customer PPU locations in the United States (not including U.S. territories). Additionally, Customer may not use IP enabled stationary devices that are assigned to, designated for, or configured for use at one PPU location in any other location, unless Customer has requested a temporary change of its 911 location, and has received approval and the 911 Update Confirmation from CenturyLink as set forth in the "Use of Service at a Temporary Location" section below. 911 emergency calls automatically route to the appropriate 911 center based upon the CenturyLink-Approved 911 Location. If Customer or an end user tries to use the Service (i) at a location other than a CenturyLink-Approved 911 Location (including without limitation, using IP enabled devices assigned to, designated for, or configured for use at one location in a different location) or (ii) outside of the United States (including in any U.S. territories), they do so at their own risk (including without limitation, the risk that Customer will not have access to 911 emergency services and/or such activity violates local laws in the jurisdiction where Customer or an end user tries to use the Service). (j) Use of Service at a Temporary Location. This section applies if Customer purchases the 911 Emergency Service optional feature with SIP Trunk. Customer may temporarily use the Service at a location other than the Customer PPU location only after obtaining CenturyLink's approval either (i) by contacting CenturyLink at 1-877-878-7543 or (ii) by submitting a 911 location change request through the MyAccount: VoIP portal. Customer must submit a 911 location change request both before using Service at the temporary location and before returning to the Customer PPU location. Failure to obtain CenturyLink's approval is prohibited and constitutes a misuse of the Service. Such misuse will result in 911 calls being routed to the incorrect 911 operator based on incorrect address information. Use of Service at a temporary location may not exceed six (6) months in duration. Upon submission of Customer's 911 location change request, CenturyLink will reject the request, or accept and begin processing the request. Customer is responsible for checking the My 911 Location page of the portal to confirm if the request was rejected or accepted. Customer will be notified of the 911 Update Interval (defined in Section 3.1 below) at the time the request is accepted via the My 911 Location page of the portal. Upon completion of the 911 location change and the 911 Update Interval, an e-mail will be sent to Customer's e-mail address of record notifying Customer that 911 service has been successfully moved and is ready for use ("911 Update Confirmation"). In the event Customer does not receive such confirmation by expiration of the 911 Update Interval, Customer agrees to contact CenturyLink at 1-877-878-7543. Any 911 calls placed prior to receiving the 911 Update Confirmation will be routed according to the last CenturyLink-Approved 911 Location. If, upon submission of a 911 location change request, CenturyLink rejects the change request, Customer understands that CenturyLink has not approved using the Service at that new location and, as such, Customer is prohibited from using the Service there. To ensure proper routing of calls to 911, Customer and its end users must not install or use IP Devices or Soft Phones with the Service to dial 911 at another address without following the above address change process. (k) Compliance. The Service cannot be used for any unlawful, abusive, or fraudulent purpose, including without limitation, using the Service in a way that: (i) interferes with CenturyLink's ability to provide service to CenturyLink customers; (ii) avoids Customer's obligation to pay for communication services; (iii) constitutes a criminal offense; (iv) gives rise to a civil liability; or (v) otherwise violates any laws. Without limiting the foregoing, the Service cannot be used for auto -dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for uses that result in excessive usage inconsistent with normal usage patterns. (I) Authorized Use. Customer and its end users are the only parties authorized to access the Service. Customer and its end users are responsible for maintaining the confidentiality of passwords used by Customer and its end users and will ensure that all use of the Service complies with the Agreement and this Service Exhibit. Customer is responsible for unauthorized use of the Service. (m) Power Outages; Internet Connectivity, Customer Data Network and CPE Failures; Maintenance Work; Moving Equipment. The Service will not operate (including, without limitation, end users will be unable to access emergency 911 services) if any of the following items fail: (i) power used with the Service; (ii) the Internet connectivity used with the Service (including without limitation, failures caused by suspension or termination of the Internet connectivity under the terms of that service); (iii) the Customer Environment; (iv) the Approved Connectivity router; (v) Customer premises routers and switches; or (vi) the IP enabled devices used with the Service. Additionally, the Service will not operate (including, without limitation, end users will be unable to access emergency 911 services) (vii) while maintenance work is being performed, (viii) if the SIP signaling interface fails; or (ix) if equipment used with the Service is moved from the Customer PPU location (equipment is assigned to, designated for, or configured for use at one location and may not be used in any other location including without limitation to another location where CenturyLink installed Service). If Customer has requested a temporary change of its 911 location, and has received approval and the 911 Update Confirmation from CenturyLink as set forth in the "Use of Service at a Temporary Location" section above, Customer may move the IP Device or Soft Phone only. (n) Privacy. CenturyLink, its affiliates and third -party vendors, may access and use information regarding Customer bandwidth usage and performance of Service to: (i) perform related registration (equipment serial number, activation date, and WTN provided to manufacturer), maintenance, support, and other service -quality activities and (ii) verify AUP compliance and network performance. (o) Telephone Numbers. Customer must provision at least one TN for use with Service. The TNs may be new TNs or Ported TNs. If Customer requests Ported TNs, Customer authorizes CenturyLink to process its order for Service and notify Customer's current carrier of Customer's decision to switch its local, local toll and long distance services to the Service. Customer will be responsible to N285036 Page 10 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ®SIP TRUNK SERVICE EXHIBIT promptly provide CenturyLink with its Customer Service Record (CSR) from customer's current carrier to facilitate porting of numbers. CenturyLink's approved porting window is 7:00 a.m. to 7:00 p.m. eastern time. If Customer does not order new TNs from CenturyLink, and Ported TNs are not ported within 60 days of the Start of Service Date for a specific location, CenturyLink reserves the right to terminate Service at that location. If Customer requests cancellation of Service, it is Customer's sole responsibility to arrange porting of any telephone numbers Customer wants to retain. If porting of numbers is not completed within 30 days following Customer's request for Service cancellation, CenturyLink may terminate Service and Customer will lose all telephone numbers. There may be limitations to number porting between providers. Due to the portability of VoIP services, for example, providers may allow non -geographic numbers to be used in connection with their service. (p) Third Party Billed Services. The Service does not support billing for third party services such as online subscription services, equipment leases and wireless services. Customer will be responsible for payment of all such charges directly to the third party provider. (q) Local Origination. Customer agrees that the SIP Trunk Diversion Header, ANI and Calling Party Number delivered with each outbound call will accurately reflect the location of the originating party so that appropriate long distance charges may be applied for each call, where applicable. For example, Customer may not utilize tail end hop off routing to route long distance calls across a private WAN VoIP network and drop off the long distance calls to the PSTN as local calls at a remote gateway. Failure to comply will constitute a material breach of the Agreement. (r) Sending Alien TNs Over CenturyLink's Network. CenturyLink allows delivery of outbound calls from Alien TNs, including an 8XX number, to CenturyLink for termination. Customer agrees to send a valid TN as a Calling Party Number, whether the TN is registered with CenturyLink or with other providers. The TN must correctly represent the physical location of the call where the call is originating. All outbound calls made using telephone numbers that are not assigned and ported to Customer will be billed as long distance. (s) End User License Agreements. To utilize certain features of the Service, Customer and its end users must agree to applicable software license agreements governing such software from CenturyLink's software vendors. If Customer or its end users decline, they will not be able to use the applicable features of the Service. All software license agreements are between Customer (including its end users) and CenturyLink's software vendors. CenturyLink has no obligations or responsibility for such software. Customer's sole rights and obligations related to such software, in any way, are governed by the terms of the software license agreements with CenturyLink's vendors. Notwithstanding any provisions in a third -party provider's end user license agreement, if Customer or its end users use the third -party software with Service, the Service will support 911 calling with the software, provided Customer and its end users expressly follow the instructions for 911 calling found in this Service Exhibit and in the 911 advisory for the Service. In part, those instructions state that a Customer End User must not use the third -party software client to dial 911 except from that end user's registered physical location. Use at a location other than the registered physical location may route 911 calls to an incorrect 911 dispatch center, potentially delaying emergency services. CenturyLink strongly recommends Customer and its end users become familiar with all of the functional limitations described in this Service Exhibit and the 911 advisory. The URL to access the CenturyLink Hosted VoIP and CenturyLink IQ SIP Trunk 911 advisory is http://www.centurylink.com/legal/HVIQSIP/911advisory.pdf. That URL is also found on the Help screen in the end user portal. It is also recommended that Customer and its end users maintain alternative access to 911 services. (t) Customer's Use of Third -Party Content. Customer is responsible for all content it uses in the music on hold feature of the Service. Customer agrees that it has rights from third parties to use any content belonging to others and will not use any content that is unlawful or violates any copyright, trademark or other laws protecting intellectual property. Customer will defend and indemnify CenturyLink, its Affiliates, agents and contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees, related to Customer's violation of this provision. (u) Ancillary Device PCI Compliance. Where applicable, ancillary devices used with the Service must be PCI compliant. Customer must work with its third -party vendor to determine if ancillary devices provided by that vendor will work with the Service, and to troubleshoot and correct any issues related to using the ancillary devices with the Service. (v) Security. CenturyLink has implemented reasonable security measures to protect Customers' shared or processed data. However, those measures do not include disaster recovery or data backup services. Customers are solely responsible for storing and backing up sensitive information processed or communicated via the service, including information stored in voicemail. Security measures do not extend to transmission services not owned or controlled by CenturyLink used in connection with services, including SMS text facsimile, and e-mail. If Customers elect to use a non-CenturyLink transmission system to transmit or receive data stored on CenturyLink systems (in any format, e.g., .WAV files or speech -to -text), CenturyLink makes no representations regarding the security or compliance of those transmission systems. CenturyLink is not responsible for the security of those transmissions. CenturyLink will not assume nor bear any responsibility for determining whether a non-CenturyLink transmission system is appropriate for transmitting Customer data, or if other security measures are necessary. 2.3 SLA. Service is subject to the CenturyLink Hosted VoIP and CenturyLink IQ SIP Trunk SLA. The SLA is posted at http://www.centurvlink.com/legal/. CenturyLink reserves the right to amend the SLA effective upon posting to the website or other notice to Customer. All other services, facilities, and components relating to Service, including without limitation any CPE, the Customer Environment, Routers, the Customer SIP signaling interface, Customer premise switches and routers, devices used with the N285036 Page 11 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ® SIP TRUNK SERVICE EXHIBIT Service, another carrier's IP network, and the PSTN are not included in the SLA measurement. The SLA credit will provide Customer's sole remedy for any interruptions or deficiencies in the Service. 3. 911 Emergency Service. POTENTIALLY HAZARDOUS SITUATION WHICH IF NOT AVOIDED COULD RESULT IN DEATH OR SERIOUS INJURY. PLEASE READ CAREFULLY. ,WARNING 3.1 Required Federal Communications Commission ("FCC") Warning. The FCC requires that CenturyLink inform Customer of potential limitations to 911 services using Service. The Service provides access to 911 emergency service only on stationary devices (and not mobile devices). The Service does not support any outgoing calls, including calls to 911 emergency service from Hosted VoIP or SIP Trunk seats that are not associated to a stationary IP enabled device (e.g, from Voice Mail Only Seats), unless another telephony device from which the call can be originated via the end user Portal is used. 911 emergency services will not be available or may not function properly (e.g., they may not route to the correct public safety answering point or "PSAP) under the following circumstances: (a) if the Service is used at a location other than a CenturyLink-Approved 911 Location in the United States (not including U.S. territories), or if an IP-enabled stationary device is moved within the CenturyLink-Approved 911 Location and not reconfigured; (b) if Customer selects a telephone number that is not associated with the geographic area of the installed service and Customer neglects to ensure that the telephone number is registered for the installed CenturyLink-Approved 911 Location (e.g., if Customer chooses a California number for use in a Colorado location); (c) for initial installation of Service — on average 5 days, but for as long as 30 days after installation of Service due to time required to update 911 databases with customer information; (d) for use of Service at a temporary location — until CenturyLink has completed the 911 Update Interval and sent the 911 Update Confirmation to Customer's e-mail address of record. "911 Update Interval" is approximately 15 minutes, unless further address verification is required, in which case the 911 Update Interval could be up to two business days (Important: Customer and end users should always check for the 911 Update Confirmation before using 911 service after a temporary move); (e) if the Service fails or degrades for any reason, such as failures resulting from power outages, CPE failure (e.g., Internet connectivity routers, Customer's data network and equipment, Customer premises switches and routers, phones, handsets, Soft Phones, and other IP-enabled devices), cable cuts, or any Service or broadband outage or degradation (including without limitation, failures caused by suspension or termination of the Service); or (f) while maintenance work is being performed. Additionally, CenturyLink does not support Remote BLAs or Remote SCAs on IP Devices used with the Service. If a Remote BLA or Remote SCA is enabled, and Customer or an end user make a 911 call from the Remote BLA or Remote SCA line, the 911 call will incorrectly route to the PSAP associated with the 911 location of the telephone number assigned to the Remote BLA or Remote SCA, and not to the 911 location of the calling party. For example, if an end user has a Remote BLA or Remote SCA for a colleague in Chicago on a phone located in San Francisco, and end user in San Francisco places a 911 call on the Remote BLA or Remote SCA line, emergency services will be routed to the 911 location in Chicago associated with the phone number of the Remote BLA or Remote SCA, not to the 911 location in San Francisco. 3.2 Additional Information Regarding the Limitations of 911 Services. When dialing 911 with the Service, end users should always state the nature of the emergency, and include end user location and number. The default PSAP may not be able to call the end user back if the call is not completed, is dropped or is disconnected, or if end user is unable to tell the PSAP their number and physical location. For SIP Trunk: Enhanced 911 allows for 911 calls to be pinpointed to the specific location of the end user. If Customer does not add the Enhanced 911 feature, the location directed to the PSAP receiving the call will be based on the street address for the PPU where SIP Trunk is installed. The location indicated to the PSAP with the 911 call will have the TN for the PPU where SIP Trunk is installed and the address associated with that number, which may be different from the number from which an end user is calling 911 based on the options Customer has selected for its PBX and/or IAD, the PPU address may not sufficiently pinpoint the specific location of the emergency; therefore, end users must immediately tell the dispatcher their phone number and the specific location of the emergency so the PSAP can call the end user back if the call is not completed or is disconnected, enabling responders to locate the end user and assist with the emergency. If Customer orders the Enhanced 911 optional feature with SIP Trunk, the "For Hosted VoIP" provisions of this section will apply in lieu of the "For SIP Trunk" provisions of this section. For Hosted VoIP: The PSAP to which the call is directed will be based on the street address and Calling Party Number for the CenturyLink-Approved 911 Location. The Calling Party Number will be delivered to the PSAP with the 911 call and the PSAP will have the CenturyLink-Approved 911 Location associated with that Calling Party Number. End user's CenturyLink-Approved 911 Location may not sufficiently pinpoint the specific location of the emergency; therefore, end users must immediately tell the dispatcher the specific location of the emergency so the PSAP can locate the end user and assist with the emergency. CENTURYLINK RECOMMENDS THAT CUSTOMER AND END USERS ALWAYS HAVE AN ALTERNATIVE MEANS OF ACCESSING TRADITIONAL 911 SERVICES. 3.3 No Privacy Rights. Customer acknowledges that there is no right of privacy with respect to the transmission of number, name, or address when the Service is used to access 911 or other numbers used in conjunction with 911 or similar emergency services, either by Customer or end users. 3.4 Customer Must Notify End Users of 911 Limits. Customer will notify all end users (a) of the limitations on access to 911 emergency service described in the Agreement and this Service Exhibit; and (b) that access to 911 emergency service and an appropriate PSAP is only available at the CenturyLink-Approved 911 Location and is not available using an IP enabled mobile device. CenturyLink will provide labels that will indicate that 911 service has limited availability and functionality when used with Service, and CenturyLink recommends that the labels be placed on or near the equipment associated with the Services. Additionally, when Customer end users use a Soft Phone with CenturyLink-provided VoIP N285036 Page 12 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ®SIP TRUNK SERVICE EXHIBIT services, a 911 warning will appear on the Soft Phone device. The end user will need to click on the display to acknowledge the warning. Customer should direct its end users to the following URL to review these 911 Emergency Service limitations: ttp://www.centurylink. com/legal/HVIQS/P/911 advisory. pdf. 3.5 Limitation of Liability. CENTURYLINK, ITS AFFILIATES, AGENTS AND CONTRACTORS (INCLUDING WITHOUT LIMITATION, ANY SERVICE PROVIDER PROVIDING SERVICES ASSOCIATED WITH ACCESS TO 911 EMERGENCY SERVICE) WILL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY PERSONAL INJURY TO OR DEATH OF ANY PERSON, FOR ANY LOSS, DAMAGE OR DESTRUCTION OF ANY PROPERTY RELATING TO THE USE, LACK OF ACCESS TO OR PROVISION OF, 911 EMERGENCY SERVICE. CUSTOMER AGREES TO DEFEND AND INDEMNIFY CENTURYLINK, ITS AFFILIATES, AGENTS AND CONTRACTORS FROM ALL THIRD PARTY CLAIMS, LIABILITIES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING FROM OR RELATED TO 911 DIALING (INCLUDING WITHOUT LIMITATION, LACK OF ACCESS TO 911 EMERGENCY SERVICES, CUSTOMER'S FAILURE TO ADVISE CENTURYLINK OF CORRECT ADDRESSES WHERE IP ENABLED DEVICES USED WITH THE SERVICE ARE LOCATED, CUSTOMER'S FAILURE TO NOTIFY ALL END USERS OF THE LIMITATIONS ON ACCESS TO 911 EMERGENCY SERVICE, OR CUSTOMER'S MOVEMENT OF AN IP ENABLED DEVICE TO A LOCATION THAT HAS NOT BEEN INPUT INTO THE SERVICE SYSTEMS). 3.6 Use of SIP Trunk Diversion Headers on 911 Calls. Customer may only use SIP Trunk Diversion Headers when using the Call Forwarding feature with Service. Customer shall not send SIP Trunk Diversion Headers on all calls, and in particular shall never send SIP Trunk Diversion Headers on 911 calls. Sending SIP Trunk Diversion Headers on a 911 call may cause the call to route to the incorrect PSAP, or to the correct PSAP but without the correct Customer phone number and location information. 3.7 911 Calls from Alien TNs. When a 911 call is made from an Alien TN, CenturyLink cannot identify the location of the caller to forward to the appropriate PSAP. CenturyLink will therefore send any Customer 911 calls originated from an Alien TN to a live operator at a third -party contracted national 911 center. CenturyLink is charged a fee for each such call (currently $75.00 per call), and will pass the charges on to Customer. To avoid incurring these charges, Customer and its end users should not make 911 calls from Alien TNs. 3.8 Acknowledgement of 911 Limitations. By initialing below, Customer acknowledges that CenturyLink has advised it of the 911 limitations set forth in this Service Exhibit, that Customer understands this information, and that Customer accepts the Service with these limitations. Using CenturyLink's electronic signature process for this Acknowledgment is acceptable. PRINT CUSTOMER COMPANY NAME: PRINT CUSTOMER REPRESENTATIVE'S NAME: CUSTOMER REPRESENTATIVE'S INITIALS: 4. Term; Cancellation. This Service Exhibit will commence upon the Effective Date of the Agreement (or, if applicable, an amendment to the Agreement if this Service Exhibit is added to the Agreement after its Effective Date) and continue for the duration of the Term. Service at a Customer location will commence on the Start of Service Date for that location, and continue for the Initial Term shown in the Pricing Attachment. The Start of Service Date and commencement of billing for Service will not depend on completion of telephone number porting. Upon the expiration of the Initial Term, Service will automatically renew for consecutive Renewal Terms, unless either party elects to cancel Service by providing written notice thereof at least 60 days prior to the conclusion of the Term. The Minimum Service Term for SIP Trunk is six months from the Start of Service Date. Customer will remain liable for charges accrued but unpaid as of the cancellation date of Service, including charges for Service used by Customer or its end users if cancellation has been delayed for any reason, such as delays for porting Customer telephone numbers to another carrier. If Service is canceled by Customer for reasons other than Cause (including upon the expiration of the Term), or by CenturyLink for Cause, such that the total MRC for Customer's SIP Trunk installed at the end of a month is at least 25% less than the total MRC for Customer's SIP Trunk installed the immediately preceding month, Customer will also pay to CenturyLink a Cancellation Charge equal to: (a) the amount of any NRC discount or waiver that CenturyLink granted to Customer for the canceled Service if the cancellation occurs before the end of the Term; (b) 100% of the balance of the MRCs of the canceled Service that otherwise would have become due for the unexpired portion of the Minimum Service Term; and (c) 35% of the balance of the MRCs of the canceled Service that otherwise would have become due for the unexpired portion of the Term other than during the Minimum Service Term. 5. Charges. Charges for the Service are as set forth in the Pricing Attachment and on the applicable Rate Sheet. If new Service elements are added to Service after the Agreement or Amendment Effective Date, the parties will either sign an amendment adding pricing for the new Service elements, or Customer will pay CenturyLink's list rates for the new Service elements. CenturyLink's list rates for new Service elements are available in either the Rate Sheet or in a separate document posted on-line and referenced in the Rate Sheet. The Net Rates will be used to calculate Contributory Charges. Charges will commence within five days of the Start of Service Date. Customer will not be eligible for any offers, discounts or promotions other than those specifically set forth in the Agreement and this Service Exhibit. Service will remain taxed based on the primary location where Customer utilizes Service, and not on a temporary CenturyLink-Approved 911 Location. Domestic and international Off -Net Call charges and inbound toll free charges, can be modified immediately upon notice to Customer (including without limitation, upon CenturyLink's posting such modifications in the website(s) designated by CenturyLink for that pricing, or providing any other notice to Customer). 6. AUP. All use of the Services will comply with the AUP, posted at http://www.centurvlink.com/legal and incorporated by reference into this Service Exhibit. CenturyLink may reasonably modify the AUP to ensure compliance with applicable laws and regulations and to protect CenturyLink's network and customers, and such change will be effective upon posting to the website. Any N285036 Page 13 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ® SIP TRUNK SERVICE EXHIBIT changes to the AUP will be consistent with the purpose of the AUP to encourage responsible use of CenturyLink's networks, systems, services, websites, and products. 7. E -Mail Information/Updates. 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. Customer further agrees to provide CenturyLink with any and every change to its e-mail address by updating its e-mail address on the My Settings/My Profile tab of the MyAccount: VoIP portal. 8. Service Upgrades/MACDs. CenturyLink reserves the right to modify the Upgrade and MACD charges at any time without notice to Customer. 8.1 Addition of SIP Trunk Seats or SIP Trunk Sessions During Term. Customer may add additional SIP Trunk seats or Sessions to existing Service at a Customer location at any time during the Term (an "Upgrade"). For Upgrades during the Initial Term, the SIP Trunk Session/seat rates shown in the Pricing Attachment or Rate Sheet will apply. If Customer adds more seats and/or Sessions per site than can be accommodated by the CPE used with Service, Customer will be responsible for renting or purchasing additional or replacement CPE to accommodate the additional seats and/or Sessions. The additional or replacement CPE must be on the CenturyLink Approved CPE list. Customer agrees that each SIP Trunk Session and seat will have its own Minimum Service Term commencing on the Start of Service Date for the seat or Session. The Cancellation Charge provisions in the "Term; Cancellation" section will also apply to SIP Trunk seats and Sessions added during the Term. 8.2 MACDs. "MACD" means move, add, change, disconnect. Customer may also at any time request changes to its Service requiring configuration management, such as adding TNs (a "MACD"). The charge for remote configuration support is shown in the Service Upgrades/MACD Pricing table on the Rate Sheets. Charges for on -site configuration management will be quoted prior to dispatch of the technician to Customer's location, and will be at CenturyLink's then -current rates for on -site dispatch. 8.3 Routers. If necessary, Customer's existing Router(s) may be replaced to support an Upgrade. If there is a replacement, any Rental CPE Router(s) associated with Customer's Service must be returned to CenturyLink within 15 days of new Router installation. If the Router(s) are not returned, Customer must pay to CenturyLink a charge for non -return of the Router(s) as indicated in the "Rental CPE" Service provisions, which are in a separate Service Exhibit. 9. Alternate Carrier Connectivity. This section applies if Customer purchases connectivity (Internet access / local access) from a carrier other than CenturyLink ("Alternate Carrier") instead of purchasing Approved Connectivity. 9.1 CenturyLink Responsibilities. Customer agrees that CenturyLink will provide Service over connectivity from the Alternate Carrier under the following conditions: (a) CenturyLink will only troubleshoot voice quality/connectivity issues at locations where CenturyLink Approved Connectivity is used. If Customer experiences Service performance issues at any location using an Alternate Carrier, CenturyLink's sole obligation will be to provide basic firewall settings and IP phone or software client configurations to Customer. CenturyLink will not troubleshoot voice quality/connectivity issues at locations using an Alternate Carrier and CenturyLink will not work with an Alternate Carrier on behalf of Customer. (b) CenturyLink does not guarantee the quality of Service or that Service will perform as described in the Service Exhibit at locations using an Alternate Carrier. This includes, but is not limited to, placing and receiving calls (including 911 calls), transmission of data, use of optional features, and use of IP phones, soft phones and/or portals. (c) Customer is not required to use equipment on CenturyLink's Approved CPE list or equipment that is covered by a Century Link CPE maintenance plan for locations using an Alternate Carrier. However, if Customer uses such equipment, Customer acknowledges that CenturyLink will not support the CPE devices at such Customer locations. (d) Regardless of any provisions to the contrary in the Agreement, CenturyLink shall have no liability whatsoever for Service issues at locations using an Alternate Carrier related to or caused by failure of: (i) the Alternate Carrier's connectivity, (ii) any equipment provided by the Alternate Carrier, (iii) any Customer -provided equipment that is not on CenturyLink's Approved CPE list, or (iv) any Customer -provided equipment that is on CenturyLink's Approved CPE list that is not covered by a CenturyLink maintenance agreement. Customer is not entitled to any SLA remedies for Service performance issues at locations using an Alternate Carrier. 9.2 Customer Responsibilities. (a) Customer will be responsible for troubleshooting all QoS and connectivity issues for sites using an Alternate Carrier including, but not limited to, engaging the Alternate Carrier on outage and quality issues. (b) If Customer experiences Service performance issues at a site using an Alternate Carrier, Customer will bring the IP phone to an Approved Connectivity location for testing. If the IP phone works properly at the Approved Connectivity location, CenturyLink will have no further obligation to perform testing or repair of the Service or IP handset, and will have fulfilled its obligation to Customer with regard to Service and IP handset performance. 9.3 Additional Service Limitations, including 911 Calling. The parties agree that the following additional limitations, including limitations related to 911 calling, will apply to Service at Customer locations using an Alternate Carrier. Customer will notify its end users of the following additional limitations: Where Customer does not use Approved Connectivity to transport CenturyLink Hosted VolP and CenturyLink IQ SIP Trunk to or from a Customer location, and the connectivity selected by Customer does not have QoS, Customer may experience call N285036 Page 14 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ® SIP TRUNK SERVICE EXHIBIT quality issues and/or failure of calls to complete at that location, including calls to 911 emergency services. CenturyLink recommends Customer and its end users always have an alternative means of accessing 911 services. N285036 Page 15 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 DocuSign Envelope ID: DDD6CFA0-D3F3-4E94-856C-5EE84664DF6F CENTURYLINK® TOTAL ADVANTAGE® AGREEMENT CENTURYLINK IQ®SIP TRUNK SERVICE EXHIBIT PRICING ATTACHMENT 1. CenturyLink IQ SIP Trunk Initial Service Ordered and Pricing: 1.1 CenturyLink IQ SIP Trunk Initial Locations and Seat Quantities SIP TRUNK - 36 MONTH INITIAL TERM Service Location Service Details per Location 3105 35`" Ave, Greeley, CO 80634 150 - SIP Trunk Standard Seats 915 10m Street, Greeley, CO 80631 150 - SIP Trunk Standard Seats 1.2 CenturyLink IQ SIP Trunk — Session and Seat Pricing for Initial Locations (Applicable to SIP Trunk Only). The following charges will apply for SIP Trunk Sessions and seats initially ordered and for SIP Trunk Sessions and seats added to the above locations during the Initial Term, and are based on the Initial Term length, and the total number of Sessions and seats across all locations. See also Voice Mail Only seat pricing on the SIP Trunk Rate Sheet. SIP TRUNK SESSION PRICING — 36 MONTH INITIAL TERM Session Type Session Quantity Session MRC (per Session) Extended Session MRC (Per Session MRC times Quantity) Session NRC (per Session) SIP Trunk Standard Session 150 $15.00 $2,250.00 $0.00 SIP TRUNK SEAT PRICING - 36 MONTH INITIAL TERM Seat Type 51 —150 Seats 151 + Seats Seat NRC Standard Seats $0.16 MRC each $0.16 MRC each $0.00 1.3 CTAC Customer Support. The following charges apply for CTAC Customer Support. Charges are not prorated. Service is subject to availability. CTAC Customer Support Monday through Friday 8:00 AM - 6:00 PM, Local Time Monday through Friday 6:00 PM - 8:00 AM, Local Time Saturdays Sundays and Holidays Install First hour (minimum charge) $175.00 $262.50 $262.50 $350.00 Each 30 minute increment after first hour $87.50 $131.25 $131.25 $175.00 Repair First hour (minimum charge) $250.00 $375.00 $375.00 $500.00 Each 30 minute increment after first hour $125.00 $187.50 $187.50 $250.00 1.4 CenturyLink IQ SIP Trunk Additional Charges. Please see additional charges for SIP Trunk, the terms and pricing for the LD/TF Offer, and Upgrade/MACD charges on the SIP Trunk Rate Sheet at http://www.centurylink.com/legal/IQSIP/ALaCarteRatesvi .pdf. N285036 Page 16 of 19 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.051517 RESOLUTION RE: APPROVE AGREEMENT FOR CENTURYLINK LOYAL ADVANTAGE AND AUTHORIZE CHAIR TO SIGN - CENTURYLINK SALES SOLUTIONS, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Agreement for Centurylink Loyal Advantage between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Information Technology, and Centurylink Sales Solutions, Inc., commencing upon full execution of signatures and ending December 31, 2020, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement for Centurylink Loyal Advantage between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Information Technology, and Centurylink Sales Solutions, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 22nd day of May, A.D., 2017. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: Cer Cam( j� 1 K Weld County Clerk to the Board BY: / QDtC./ • uty Clerk to the Board APPROVED AS TO F Cou ty Attorney Date of signature: Cot( 3 ( 17 c we AA.CCozad, Chair Steve Moreno, Pro-Tem Sean P. Conway n teal ik- Freeman rbara Kirkmeyer 0 2017-1571 1T0006 /P //S7 MEMORANDUM 5/ a a To: Esther Gesick, Clerk to the Board From: Ryan Rose, Chief Information Officer Date: May 8, 2017 Subject: CenturyLink Loyal Advantage Agreement The CenturyLink Loyal Advantage Agreement has been reviewed by Weld County legal and we're requesting the BOCC approve and sign. The agreement will continue to provide internet connectivity for all county employees located in Greeley. Also, the agreement provides the internet connectivity to the Weld County IT Disaster Recovery facility as well as the county departments located at the SEW and SWW locations. We respectfully request the Weld County BOCC approve the agreement with CenturyLink. 2017-1571 - g OO CQ Title 5/22/2017 Date DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT This CenturyLink® Loyal Advantage® Agreement ("Agreement") is between CenturyLink Sales Solutions, Inc. as contracting agent on behalf of the applicable CenturyLink company providing the Services under this Agreement ("CenturyLink") and WELD COUNTY ("Customer) and is effective on the date the last party signs it ("Effective Date"). The name of the CenturyLink operating company providing Services to Customer is listed in the Agreement, each acting separately and individually responsible for all of its own obligations. CenturyLink may withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink on or before June 1, 2017 ("Cutoff Date"). Using CenturyLink's electronic signature process for the Agreement is acceptable. WELD COUNTY CENTURYLINK SALES SOLUTIONS, INC. *See Below Authorized Signature Julie A. Cozad, Name Typed or Printed Name Typed or Printed Chair, Board of County Commissioners 77��Manager-Offer Management 5/5e/2017 Nooeus+pra •Y c�cr..c,y,7 Date IN WITNESS WHEREOF, the parties hereto have signed this Agreement this _2,2— day of Nay , 2017. CONTRACTOR: By: Name: Title: WELD COI6'jdo4 ATTE Welcofdn y Cle o th B Deputy Clerk he Board Customers address for notices: Customer's facsimile number: Person designated for notices: Date BOARD OF COUNTY COMMISSIONER WELD COU)' , COLO' i • 1. Services. Customer may purchase the products and services ("Services) in the service exhibits ("Service Exhibits") attached to the Agreement. The parties agree that any notation to the "CenturyLink Total Advantage® Agreement" or "Interstate Private Line and Network Services Agreement" on the Service Exhibits will be disregarded and such exhibits will be govemed by the Agreement. The Service Exhibits attached to the Agreement as of the Effective Date and incorporated by this reference are shown below. For an interim period of time until all work is completed to update the Service Exhibits, Tariffs and other terms and conditions incorporated by attachment or reference into this Agreement, all references to Qwest Communications Company, LLC mean CenturyLink Communications, LLC. CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC Services: • DOMESTIC CENTURYLINK IQ NETWORKING SERVICE EXHIBIT • LOCAL ACCESS SERVICE EXHIBIT Qwest Corporation d/b/a CenturyLink QC Services (Centurylink QC Services are available only in CenturyLink's local service areas in the following states: Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington, and Wyoming. ) • INTRASTATE METRO ETHERNET SERVICE EXHIBIT 2. Filing Concurrence. Centurylink QC may be required to submit this Agreement, Service Exhibits, Pricing Attachments, and any subsequent addenda for Service to certain regulatory agencies for approval because the Rates or certain other terms are being offered on an individual case basis ("ICB"). Although the general terms and conditions of this Agreement are effective on the Agreement Effective :Date, those service -specific Rates and/or terms, and conditions that require filing with or approval by regulatory agencies ("ICB Terms") will not become effective for a given jurisdiction until the filing and approval requirements for that jurisdiction are fulfilled. N263296 Customer Code: 600053 Page 1 of 22 ® CenturyLink. All Rights Reserved. CONFIDENTIAL v1.030117 ,17- 151 I DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT Service will be offered in accordance with the applicable Tariff until the ICB terms become effective. If Customer receives reduced pricing under a Pricing Attachment and a regulatory agency later invalidates the ICB Terms after they became effective, Customer will pay Centurylink QC any difference in the amounts listed in the applicable Tariff for the Service and the amounts Customer was charged for the Service. When approved by the regulatory agencies, Customer may add additional quantities of Services under the same terms and conditions with no further filing required. In the event a regulatory agency does not approve the ICB Terms, the parties will enter into good faith negotiations to mutually resolve the failure to receive the necessary approval. The subject Service Exhibit, Pricing Attachment, and subsequent addenda containing the ICB Terms will remain in effect in all other jurisdictions. Each Service Exhibit or subsequent addenda will explain which Rates or terms are ICB. 3. Term. Customer selects the following "Initial Term" of the Agreement: three year ("Initial Term"), 600053 code. The Initial Term begins on the Effective Date. At the end of the Initial Term, the Agreement will automatically renew for consecutive renewal periods equal to the Initial Term (a "Renewal Term") if not terminated earlier in accordance with the Agreement. The Initial Term and each Renewal Term are referred to as the "Term." 4. Rates. Unless specified otherwise in a Service Exhibit, CenturyLink QCC Services will receive the applicable rates specified in a Service Exhibit, valid Order Form, or CenturyLink-approved quote form, for the duration of the Initial Term. CenturyLink reserves the right to modify rates after the conclusion of each Service's minimum service period upon not less than 30 days' prior written notice to Customer; provided that CenturyLink may reduce the foregoing notice period or modify rates or discounts prior to the conclusion of the minimum service period, as necessary, if such modification is based upon Regulatory Activity. CenturyLink also reserves the right to modify rates when the Agreement renews to the rates that are in effect at that time. If Regulatory Activity causes an increase in the rates for Customer's ordered CenturyLink QCC Services that materially and adversely affects Customer, then Customer may terminate the affected CenturyLink QCC Service upon 30 days' prior written notice to CenturyLink QCC without liability for Cancellation Charges for the affected Service, provided, however that Customer: (a) provides such notice within 30 days after the increase occurs; and (b) provides CenturyLink QCC 30 days to cure such increase. If Customer does not provide CenturyLink QCC such notice during the time permitted in this Section, Customer will have waived its right to terminate the affected Service under this Section. The rates for any CenturyLink QC Service provided will be those in effect at the time the Service is installed and CenturyLink QC Services will renew at the rate and for the term specified in the applicable Tariff, ISG, or Service Exhibit. 5. Payment. CenturyLink may begin invoicing for specific Services as specified in the applicable Service Exhibit. Customer must pay CenturyLink all charges within 30 days after the invoice date or by the due date on the invoice if specified. Any amount not paid when due is subject to late interest at the lesser of 1.5% per month or the maximum rate allowed by law. In addition to payment of charges for Services, Customer must also pay CenturyLink any applicable Taxes assessed in connection with Services. Taxes may vary and are subject to change. If Customer is exempt from any Tax, it must provide CenturyLink with an appropriately completed and valid Tax exemption certificate or other evidence acceptable to CenturyLink. CenturyLink is not required to issue any exemption, credit or refund of any Tax payment for usage before Customer's submission of valid evidence of exemption. Customer may access its invoices and choose paperless invoices online through CenturyLink Control Center located at controlcenter.centurylink.com. If Customer does not choose paperless invoices through Control Center, CenturyLink may in its discretion assess a $15 MRC for each full paper invoice provided to Customer or a $2 MRC for each summary/remit only (where available) paper invoice provided to Customer. Those charges will not apply to an invoice that is not available through Control Center. Customer's payments to CenturyLink must be in the form of electronic funds transfer (via wire transfer or ACH), cash payments (via previously -approved CenturyLink processes only), or paper check. CenturyLink reserves the right to charge administrative fees when Customer's payment preferences deviate from CenturyLink's standard practices. 6. Confidentiality. Except to the extent required by an open records act or similar law, neither CenturyLink nor Customer will, without the prior written consent of the other party: (a) disclose any of the terms of the Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the other's Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. CenturyLink's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement. CenturyLink will not be deemed to have accessed, received, or be in the possession of Customer Confidential Information solely by virtue of the fact that Customer transmits, receives, accesses or stores such information through its use of CenturyLink's Services. 7. 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. 8. Use of Name and Marks. Neither party will use the name or marks of the other party or any of its Affiliates for any purpose without the other party's prior written consent. CenturyLink's consent may only be given by its Legal Department. 9. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS." CENTURYLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, OR ANY ACT OR OMISSION OF THE CUSTOMER. 10. Limitations of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth below. 10.1 Consequential Damages. NO PARTY OR THEIR AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE FOR ANY N263296 Customer Code: 600053 Page 2 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.030117 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR COSTS OF COVER. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF FORESEEABILITY. 10.2 Claims Related to Services. For Customer's claims related to Service deficiencies or interruptions, Customer's exclusive remedies are limited to: (a) those remedies set forth in the SLA or applicable Tariff for the affected Service or (b) the total MRCs or usage charges paid by Customer for the affected Service in the one month immediately preceding the event giving rise to the claim if an SLA or applicable Tariff does not exist for the affected Service. 10.3 Personal Injury; Death; Property Damages. For claims arising out of personal injury or death to a party's employee, or damage to a party's real or personal property, that are caused by the other party's negligence or willful misconduct in the performance of the Agreement, each party's liability, to the extent permitted by law, is limited to proven direct damages. 10.4 Other Direct Damages. For all other claims arising out of the Agreement, the maximum liability for Customer and CenturyLink will not exceed in the aggregate the total MRCs and usage charges paid by Customer to CenturyLink under the Agreement in the three months immediately preceding the event giving rise to the claim ("Damage Cap"). The Damage Cap will not apply to a party's obligations under the Responsibilities Section below or Customer's payment obligations under the Agreement. 11. Responsibilities. To the extent permitted under law, each party agrees to be responsible to the other, their Affiliates, agents, and contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees, arising directly from performance of the Agreement and related to personal injury or death, or damage to personal tangible property that is alleged to have been caused by the negligence or willful misconduct of the responsible party unless otherwise stated in a CenturyLink QC Service Exhibit or Tariff. To the extent permitted under law, Customer also agrees to be responsible for all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees against CenturyLink, its Affiliates, and contractors, related to the modification or resale of the Services by Customer or End Users, or any AUP violation. 12. Termination. 12.1 Service. Either party may terminate an individual Service or a Service Exhibit: (a) in accordance with the individual Service Exhibit's term requirements with 60 days' prior written notice to the other party, or (b) for Cause. If Service or a Service Exhibit is terminated by Customer for Convenience or by CenturyLink for Cause, then Customer will pay Cancellation Charges. 12.2 Agreement. Either party may terminate the Agreement and all Services by: (a) providing written notice to the other party of its intention not to renew the Agreement at least 60 days prior to the expiration of the then current Term or (b) for Cause. Cause to terminate an individual Service Exhibit will not constitute Cause to terminate the Agreement; rather, Cause to terminate the entire Agreement for Service -related claims will exist only if Customer has Cause to terminate all or substantially all of the Services under the applicable SLA, Service Exhibit, RSS, ISG or Tariff. If the Agreement is terminated by Customer for Convenience or by CenturyLink for Cause prior to the conclusion of the Term, then Customer will pay: (c) for CenturyLink QCC Services the higher of the Early Termination Charge or the sum of all CenturyLink QCC Cancellation Charges that apply for terminating all CenturyLink QCC Services at the time the Agreement is terminated; and (d) for CenturyLink QC Services, the CenturyLink QC termination charges as set forth in the Tariff or the applicable Service Exhibit(s). 12.3 Unpaid Charges. Customer will remain liable for charges accrued but unpaid as of the termination date. 13. Non -Appropriations. Customer intends to continue this Agreement for its entire Term and to satisfy its obligations hereunder. For each fiscal period for Customer: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use all reasonable and lawful means to secure these appropriations; (c) Customer agrees it will not use non -appropriations as a means of terminating this Agreement in order to acquire functionally equivalent products or services from a third party. Customer reasonably believes that sufficient funds to discharge its obligations can and will lawfully be appropriated and made available for this purpose. In the event that Customer is appropriated insufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement and has no other funding source lawfully available to it for such purpose (as evidenced by notarized documents provided by Customer and agreed to by CenturyLink), Customer may terminate this Agreement without incurring an Early Termination Charge or CenturyLink QCC Cancellation 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. 14. Miscellaneous. 14.1 General. The Agreement's benefits do not extend to any third party (e.g., an End User). If any term of the Agreement is held unenforceable, the remaining terms will remain in effect. Except for time requirements as specifically stated in a Service Exhibit or SLA, neither party's failure to exercise any right or to insist upon strict performance of any provision of the Agreement is a waiver of any right under the Agreement. The terms and conditions of the Agreement regarding confidentiality, the Responsibilities Section, limitation of liability, warranties, payment, dispute resolution, and all other terms of the Agreement that should by their nature survive the termination of the Agreement will survive. Each party is not responsible for any delay or other failure to perform due to a Force Majeure Event. 14.2 Conflicts Provision. If a conflict exists among provisions within the Agreement, the following order of precedence will apply in descending order of control: Service Exhibit, the Agreement, Order Form, Centurylink QC records, and if applicable, CenturyLink QC Tech Pubs. If Services are provided pursuant to a Tariff, RSS, ISG or ISS as described in the applicable Service Exhibits, the order of precedence will apply in the following descending order of control: Tariff, Service Exhibit, the Agreement, RSS, ISG, ISS, Order Form Centurylink QC records, and if applicable, CenturyLink QC Tech Pubs. 14.3 Independent Contractor. CenturyLink provides the Services as an independent contractor. The Agreement will not create an employer -employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the N263296 Customer Code: 600053 Page 3 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.030117 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT parties, their agents, employees or affiliates. 14.4 ARRA. Customer will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement. 14.5 HIPAA. CenturyLink does not require or intend to access Customer data in its performance hereunder, including but not limited to any confidential health related information of Customer's clients, which may include group health plans, that constitutes Protected Health Information ("PHI"), as defined in 45 C.F. R. §160.103 under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA Rules"). To the extent that any exposure to PHI is incidental to CenturyLink's provision of Service and not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI, such exposure is allowable under 45 CFR 164.502(a)(1)(iii). 14.6 Installation, Maintenance and Repair (a) Provision of Services is subject to availability of adequate capacity and CenturyLink's acceptance of a complete Order Form. (b) Customer will reasonably cooperate with CenturyLink or its agents to install, maintain, and repair Services. Customer will provide or secure at Customer's expense appropriate space and power; and rights or licenses if CenturyLink must access the building of Customer's premises to install, operate, or maintain Service or associated CenturyLink equipment. CenturyLink may refuse to install, maintain, or repair Services if any condition on Customer's premises is unsafe or likely to cause injury. (c) 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. 14.7 Governing Law; Dispute Resolution. (a) Billing Disputes. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer makes timely payment of all undisputed charges when due and provides CenturyLink with a written explanation of the reasons for Customer's dispute of the charge within 90 days after the invoice date of such amount. If CenturyLink determines, in its good faith, that the disputed charge is valid, CenturyLink will notify Customer and within five business days after CenturyLink's notification, Customer must pay the charge and accrued interest. (b) Governing Law; Forum. The Agreement will be governed by the laws of the State in which the Customer's principal office is located without regard to its choice of law principles. Any legal proceeding relating to the Agreement will be brought in a U.S. District Court, or absent federal jurisdiction, in a state court of competent jurisdiction, in Denver, Colorado. This provision is not intended to deprive a small claims court or state agency of lawful jurisdiction that would otherwise exist over a claim or controversy between the parties. (c) Limitations Period. Any claim relating to the Agreement must be brought within two years after the claim arises other than Customer disputing an amount in an invoice, which must be done by Customer within 90 days after the invoice date of the disputed amount. 14.8 No Resale; Security. Customer represents that it is not a reseller of any telecommunication services provided under this Agreement as described in the Telecommunications Act of 1996, as amended, or applicable state law and acknowledges it is not entitled to any reseller discounts under any laws. CenturyLink has adopted and implemented, and will maintain, a corporate information security program designed to protect Customer information, materials and data accessed and possessed by CenturyLink from loss, misuse and unauthorized access or disclosure. Such program includes formal information security policies and procedures. The CenturyLink information security program is subject to reasonable changes by CenturyLink from time to time. CenturyLink's standard service offerings do not include managed security services such as encryption, intrusion detection, monitoring or managed firewall. Customer is responsible for selecting and using the level of security protection needed for all Customer data stored or transmitted via the Service and using reasonable information security practices, including those relating to the encryption of data. 14.9 Transport Services. The parties acknowledge that the Federal Communications Commission's reliability rules mandates the identification and tagging of any circuits or equivalent data paths ("Transport Services") to public safety answering points that are used to transport 9-1-1 calls and information ("9-1-1 Data"). Customer agrees to cooperate with CenturyLink regarding compliance with these rules and will notify CenturyLink of all Transport Services Customer purchases under this Agreement that are utilized to transport 9-1-1 calls and 9-1-1 Data. 14.10 Assignment. Either party may assign the Agreement without the other party's prior written consent: (a) in connection with the sale of all or substantially all of its assets; (b) to the surviving entity in any merger or consolidation; or (c) to an Affiliate provided such party gives the other party 30 days' prior written notice. Any assignee of the Customer must have a financial standing and creditworthiness equal to or better than Customer's, as reasonably determined by CenturyLink, through a generally accepted, third party credit rating index (i.e. D&B, S&P, etc.). Any other assignment will require the prior written consent of the other party. But Customer may not assign this Agreement or any Service to a reseller or a telecommunications carrier under any circumstances. 14.11 Amendments; Changes. The Agreement may be amended only in a writing signed by both parties' authorized representatives. However, any change in rates, charges, or regulations mandated by the legally constituted authorities will act as a modification of any contract to that extent without further notice. Each party may, at any time, reject any handwritten change or other alteration to the Agreement. CenturyLink may change features or functions of its Services; for material changes that are adverse to Customer, CenturyLink will provide 30 days' prior written notice, but may provide a shorter notice period if the change is based on Regulatory Activity or Tariff provisions. CenturyLink may amend, change, or withdraw the Tariffs, RSS, ISG, ISS or AUP, with such updated Tariffs, RSS, ISS or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements. N263296 Page 4 of 22 © CenturyLink. All Rights Reserved. Customer Code: 600053 CONFIDENTIAL v1.030117 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT 14.12 Websites. References to websites in the Agreement include any successor websites designated by CenturyLink. 14.13 Notices. All notices must be in writing. Notices are deemed given if sent to the addressee specified for a party either (a) by registered or certified U.S. mail, return receipt requested, postage prepaid, three days after such mailing; or (b) by national overnight courier service, next business day; or (c) by facsimile when delivered if duplicate notice is also sent by regular U.S. Mail. (a) Service Notices. All Customer notices for Service disconnect and termination must be sent via e-mail to: CenturyLink, Attn.: BusinessDisconnects@centurylink.com, except that notices for Services purchased under the Select Advantage Service Exhibit Customer must be provided to the customer care number specified on Customer's invoice, and must contain the account name, account number, identification of the Service(s), and Service address(es). Such disconnect and termination is effective 30 days after CenturyLink's receipt of the notice, unless a longer period is otherwise required by a Service Exhibit. Customer's notice of non -renewal for Services must be sent via e-mail to: CenturyLink, Attn.: CenturyLink NoRenew, e-mail: Norenew@centurylink.com. All Customer notices for other routine operational notices will be provided to its CenturyLink sales representative. Failure to provide disconnect, termination and non -renewal notices in accordance with the terms of this Agreement may result in continued charges, and CenturyLink will not credit charges for such noncompliance. (b) h Legal Notice. All legal notices required to be given under the Agreement will be in writing and provided to CenturyLink at: 931 14 Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Legal Dept., and to Customer as provided in the Agreement or in its absence, to Customer's address reflected in CenturyLink's records Attn. General Counsel. 14.14 Entire Agreement. The Agreement (including any applicable Service Exhibit, CenturyLink accepted Order Forms, and all referenced documents) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or understandings relating to the same service, ports, or circuits at the same locations as covered under the Agreement. 15. Clauses for CenturyLink ISG Services. The clauses in this section apply only to the CenturyLink QC Service Exhibits stating that service is offered out of CenturyLink ISG. 15.1 Jurisdiction. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Term, more than 10% of its usage will be interstate usage. 15.2 Construction and Funding Approval. CenturyLink QC may assess separate Construction charges if facilities are not available to meet an order for Service and CenturyLink QC constructs facilities under one or more of the following circumstances: (a) if the amount of Customer's expected payments over the term of the Agreement does not exceed CenturyLink QC's calculated cost of providing the Service plus its expected rate of return; (b) Customer requests that Service be furnished using a type of facility, or via a route that CenturyLink QC would not normally utilize in providing the requested Service; (c) more facilities are requested than would normally be required to satisfy an order; and (d) Customer requests that Construction be expedited, resulting in added cost to CenturyLink QC. Service provided under this Agreement is subject to Funding approval and that approval will be evidenced in the Funding Concurrence block on the Pricing Attachment. That approval will be granted at the sole discretion of CenturyLink QC. In the event contract documents are signed, under which Customer is ordering Service for which Funding is not approved, CenturyLink QC will cooperate with Customer in good faith to develop an alternative service solution if Funding cannot be achieved on the contracted solution and CenturyLink QC may immediately terminate, without penalty, the Pricing Attachment under which Customer ordered the Service, when Funding of the contracted and alternate Service solutions is determined to not be possible. 15.3 Expedite. Any Customer requests for CenturyLink QC to Expedite the delivery of Service before the standard or negotiated Service Due Date will be deemed an expedited order and Expedite charges will apply. Upon CenturyLink QC's receipt of an Expedite request from Customer, Customer and CenturyLink QC will mutually agree to a new Service Due Date. 15.4 Service Changes. Customer may add, move, or upgrade each Service in a Pricing Attachment via an Amendment to this Agreement. New Service and any addition, move, or upgrade to existing Service is subject to the terms of the RSS in effect when the Amendment to add, move, or upgrade existing Service is executed or for new Service when the new Service is installed. Existing terms and conditions will continue to apply to existing Service. But if an RSS change results in a conflict with the terms and conditions applicable to the Service, then Customer must agree to an amendment modifying the terms and conditions before CenturyLink QC will provision the new Service or the additions, moves, or upgrades to existing Service. 15.5 Service Interruptions. Service interruption means a total disruption of the Service subject to restrictions and exclusions outlined in an SLA or in the ISG. Services with a Service -specific SLA are subject to the credit for service interruptions contained in the applicable SLA and posted at http://www.centurylink.com/legal. Services without a Service -specific SLA are subject to the credit for service interruptions contained in the ISG. The credits outlined in the SLAs are Customer's sole and exclusive remedy for interruptions of any kind to the Service. CenturyLink QC may, from time to time, suspend Service for routine maintenance or rearrangement of facilities or equipment. CenturyLink QC will give advance notification of any such suspension of Service. Such suspension of Service is not considered an out -of -service condition unless Service is not restored by the end of the period specified in the notification. 15.6 Additional Payment Language. (a) Rates, including Rates for optional features or functions, are set forth in each Pricing Attachment applicable to the Service. The Rates shown on each Pricing Attachment are for informational purposes. Customer will receive the Rates in effect in the ISG on the Service Acceptance Date. CenturyLink QC will keep an archive of the ISG Web pages listing Rates, including dates of Rate changes. Customer agrees that CenturyLink QC's archive is conclusive evidence in the event of a dispute. (b) If Customer requests items from the ISG for which charges do not appear in a Pricing Attachment, CenturyLink QC will inform Customer of the charges at the time of the request, giving Customer the opportunity to cancel the request, rather than incurring the charges. Those items may include, but are not limited to: (a) Expedites, including third -party charges incurred by CenturyLink QC in connection with the Expedite; (b) CPE; (c) Construction; (d) Termination Charges; (e) charges for labor, testing, or design changes: (f) inside wiring; and (g) additional administrative charges that may be applied for services not described on Pricing Attachments or for N263296 Page 5 of 22 © CenturyLink. All Rights Reserved. Customer Code: 600053 CONFIDENTIAL v1.030117 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT requests to provision Services in a manner inconsistent with CenturyLink QC's then -current practices. Customer will pay such charges regardless of whether Customer cancels Service or CenturyLink QC fails to deliver on the requested Expedite date, unless such failure was caused by CenturyLink QC. (c) CenturyLink QC will require Customer to accept Service by the end of the Grace Period, in which case CenturyLink QC will commence with regular monthly billing for the Service and Customer agrees to pay for the billed Service. If Customer has not accepted the Service by the end of the Grace Period, then CenturyLink QC may terminate the Service subject to the Termination section of this Agreement. 15.7 Customer Responsibilities. Customer is responsible for the following: (a) Access. Customer will provide prompt access to its premises to CenturyLink QC authorized personnel and other authorized parties, responding to Service restoration, equipment failure, maintenance, or other relevant situations. (b) On -Site Operations. All Customer operations concerning Service at Customer's premises will be performed at Customer's expense, and Customer will be required to conform to all applicable specifications that CenturyLink QC may adopt as necessary to maintain Service. Any special structural work required for supporting telecommunications facilities needed to provide Service on Customer's premises will be provided only at Customer's expense. (c) Customer will properly use the Service. Customer will not itself or permit others to use the Service in ways it is not intended or alter, tamper with, adjust, or repair the Service. 15.8 ISG Service Termination. (a) Service; Service Exhibit Before Service Due Date. If Customer cancels an order for Service before the Service Due Date or does not accept the Service by the conclusion of the Grace Period, and CenturyLink QC terminates the Service at the end of the Grace Period, Termination Charges will apply, including the full NRCs that would have otherwise applied and any non -reusable and non -recoverable portions of expenditures or liabilities, such as Construction charges incurred exclusively on behalf of the Customer by CenturyLink QC and not fully reimbursed by NRCs. (b) Service; Service Exhibit After Service Acceptance Date. Either party may terminate an individual Service ordered under a Service Exhibit after the Service Acceptance Date under the terms of the applicable Service Exhibit. CenturyLink QC will waive the Termination Charge in excess of the Minimum Service Period if Customer terminates due to a move or upgrade of all or a portion of Service and all of the following conditions are met ("Waiver Policy"): (i) Customer must have satisfied the Minimum Service Period for the existing Service or be subject to the Termination Charge applicable to the unexpired portion of the Minimum Service Period; (ii) Customer must agree to a new service term and Minimum Service Period for the new service; (iii) The total value of the new Service must be equal to or greater than 115% of the remaining value of the Service being terminated. NRCs and Construction charges will not contribute toward the 115% calculation; (iv) The request to disconnect the existing Service and the request for the new service are received by CenturyLink QC at the same time and both requests must reference this Waiver Policy; (v) For ATM, FR, and Metro Ethernet, the new Service installation due date must be within 30 days of the due date of the disconnection of the existing Service, unless the installation is delayed by CenturyLink QC; for SHNS, SST, GeoMax, and HDTV -NET the new Service installation due date must be on or before the due date of the disconnection of the existing Service, unless the installation is delayed by CenturyLink QC; (vi) Customer agrees to pay all outstanding MRCs and NRCs for existing Service; (vii) The NRCs in effect at the time the Service is moved or upgraded will apply to the move or upgrade; and (viii) This Waiver Policy only applies to moves or upgrades to other CenturyLink QC services that are subject to a CenturyLink QC Tariff or the ISG. 15.9 CenturyLink ISG Service Definitions. "Construction" means when Service may not be available due to facilities limitations and it is necessary for CenturyLink QC to construct facilities. "Demarcation Point" means the CenturyLink QC designated: (a) physical interface between the CenturyLink QC Domestic Network and Customer's telecommunications equipment; or (b) physical interface between a third -party carrier connecting the CenturyLink QC Domestic Network to Customer's telecommunications equipment. "CenturyLink QC Domestic Network" means the CenturyLink QC operated facilities located within CenturyLink QC's 14 -state local service area (those states are listed in the opening paragraph of this Agreement) and which consists of transport POPs, physical media, switches, circuits and/or ports that are operated solely by CenturyLink QC. "Expedite" means Customer's request to CenturyLink QC to provision a Service more quickly than the CenturyLink QC standard or negotiated interval for which an additional Expedite charge will apply. "Funding" means Customer charges over the term of a Service contract that covers CenturyLink QC's calculated costs for providing Service and its expected rate of return when network infrastructure is not available to provide Service to Customer. "Grace Period" means a period of 30 business days from the later of the Service Due Date or the date when Service is made available to the Customer, and during which the applicable Service will be held available for Customer upon Customer's request. N263296 Customer Code: 600053 Page 6 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.030117 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT "Minimum Service Period" means 12 months following the Service Acceptance Date, as evidenced by CenturyLink QC records. In the case of Frame Relay, this means 6 months following the Service Acceptance Date. "Pricing Attachment" means each document containing Service Rates, Term, and location -specific information, all of which are incorporated by this reference and made a part of each Service Exhibit. "Rates" means the MRCs and NRCs for the Service. "Service Acceptance Date" means the date Customer accepts the Service and billing commences, as evidenced by CenturyLink QC records. "Service Due Date" means the date CenturyLink QC makes the Service available to Customer for testing. "SONET" means Synchronous Optical Network. "Termination Charge" means the termination charges detailed in the Service Exhibits. 16. Definitions. "Affiliate" means any entity controlled by, controlling, or under common control with a party. "AUP" means the Acceptable Use Policy incorporated by this reference and posted at http://www.centurylink.com/legal/. "Cancellation Charge" means cancellation or termination charges that apply when Customer cancels Service without Cause: (a) as described in a Service Exhibit (or in the Tariff for applicable CenturyLink QC Services); and (b) when charges are incurred by CenturyLink QCC from a third party provider as a result of an early 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. "CenturyLink QCC" means the former Qwest Communications Company, LLC d/b/a CenturyLink QCC. On April 1, 2014, CenturyLink completed an internal reorganization resulting in the merger of multiple CenturyLink owned companies into Qwest Communications Company, LLC. Simultaneously with the merger, Qwest Communications Company, LLC changed its name to CenturyLink Communications, LLC. The term "CenturyLink QCC" refers to the former "d/b/a CenturyLink QCC" company and not to any other CenturyLink owned companies now a part of CenturyLink Communications, LLC. "Confidential Information" means any information that is not generally available to the public, whether of a technical, business, or other nature, (including CPNI), and that: (a) the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party; or (b) is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect the information from disclosure. Confidential Information will not include information that is in the public domain through no breach of the Agreement by the receiving party or is already known or is independently developed by the receiving party. "Convenience" means any reason other than for Cause. "CPE" means any customer equipment, software, and/or other materials of Customer used in connection with the Service. "CPNI" means Customer Proprietary Network Information, which includes confidential account, usage, and billing -related information about the quantity, technical configuration, type, destination, location, and amount of use of a customer's telecommunications services. CPNI reflects the telecommunications products, services, and features that a customer subscribes to and the usage of such services, including call detail information appearing in a bill. CPNI does not include a customer's name, address, or telephone number. "Early Termination Charge" means an amount equal to 35% of the average monthly charges billed under this Agreement through the date of termination multiplied by the number of months remaining in the Term. "End User" means Customer's members, end users, customers, or any other third parties who use or access the Services or the CenturyLink network via the Services. "Force Majeure Event" means an unforeseeable event beyond the reasonable control of that party, including without limitation: act of God, fire, explosion, lightning, hurricane, labor dispute, cable cuts by third parties, acts of terror, material shortages or unavailability, government laws or regulations, war or civil disorder, or failures of suppliers of goods and services. "ISG" means CenturyLink QC's Interstate Service Guide No. 11 located at http://www. centurylink.com/Pages/AboutUs/Legal/Ta riffs/displayTariffinfoPage. html. "ISS" means CenturyLink's Information Services Schedule incorporated by this reference and posted at: http://www.centurylink.com/tariffs/cic info services.pdf. "MRC" means monthly recurring charge. "NRC" means nonrecurring charge. "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. "Regulatory Activity" is a regulation or ruling by any regulatory agency, legislative body or court of competent jurisdiction. "RSS" means as applicable CenturyLink QCC's Rates and Services Schedules incorporated by this reference and posted at http://www.centurylink.com/tariffs/fcc cic ixc rss no 2.pdf for CenturyLink QCC's International RSS and at http://www.centurylink.com/tariffs/fcc dc ixc rss no 3.pdf for CenturyLink QCC's Interstate RSS. "SLA" means the service level agreement applicable to a Service as described in a Service Exhibit. "State" means one of the 50 states of the United States or the District of Columbia. N263296 Customer Code: 600053 Page 7 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.030117 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT "Tariff' includes as applicable: CenturyLink QCC or CenturyLink QC FCC #1state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at http://www.centurylink.com/tariffs. "Tax" or "Taxes" means foreign, federal, state, and local excise, gross receipts, sales, use, privilege, or other tax (other than net income) now or in the future imposed by any governmental entity (whether such Taxes are assessed by a governmental authority directly upon CenturyLink or the Customer) attributable or measured by the sale price or transaction amount, or surcharges, fees, and other similar charges that are required or permitted to be assessed on the Customer. These charges may include state and federal Carrier Universal Service Charges, as well as charges related to E911, and Telephone Relay Service. "Tech Pub" means the technical publication specific to each CenturyLink QC service, all of which are located at http://www.centurylink.com/techpub/. Each CenturyLink QC Service Exhibit stipulates the Tech Pub that applies to that service, if any. N263296 Customer Code: 600053 Page 8 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.030117 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT CenturyLink IQ Networking is subject to the Local Access Service Exhibit, and the CenturyLink® Total Advantage® or CenturyLink® Loyal Advantage® Agreement between Customer and CenturyLink QCC. 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 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 ProMEr 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) and (iii) 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 except for a CenturyLink IQ+ Cloud Port. 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 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. CenturyLink will monitor Customer devices 24x7x365 for up/down status as well as provide 24x7x365 remote performance monitoring, reporting, and ticketing via a n NMS online portal for devices supported by CenturyLink, fault monitoring, management, and notification (detection, isolation, 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. 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 internal firewall functions. CenturyLink acts as the Customer's single point of contact in managing the resolution of all service, device, and transport N263296 Contract Code: 600053 Page 9 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.121216 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT 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 with 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. 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 N263296 Contract Code: 600053 Page 10 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.121216 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT 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. Charges will commence within five days after the date CenturyLink notifies Customer that Service is provisioned and ready for use ("Start of Service 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 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 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. 5. Term; Cancellation. N263296 Contract Code: 600053 Page 11 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.121216 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT 5.1 Term. The term of an individual Port (and associated features/Services, if applicable) begins on the Start of Service Date for that Port and continues for (a) the service term shown on the valid signed CenturyLink issued quote or the pricing attachment or (b), if a service term is not shown in a quote or a pricing attachment, three years. 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 Start of Service 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: (a) Domestic Internet Ports 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. (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. 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. (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 Customers systems invulnerable to security breaches. Customer is responsible for Customers 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.com/legal/, 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. N263296 Contract Code: 600053 Page 12 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.121216 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT PRICING ATTACHMENT 1. Pricing 1.1 Network Management Service MRCs. (a) NMS for devices associated with a CenturyLink IQ Networking Port. The following MRC is in addition to the Port MRC. 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 Monitor and Notification (for non- CenturyLink IQ + Ports) N/A $35.00 per device N/A (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 Notification $35.00 per device N/A 1.2 CenturyLink IQ Networking Features. (a) VPN Extensions. Description VPN Extensions MRC NRC $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. CenturyLink IQ+ Port pricing may be located in a valid signed CenturyLink issued quote, if available. 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 or, if a quote applies, sign a new quote that includes the Service Address, type, and details of the new CenturyLink IQ+ Port. (a) CenturyLink IQ+ Port / CenturyLink IQ+ Cloud Port Pricing. [Reserved] (b) Flat Rate Pricing. [Reserved] (c) Tiered Pricing. Tiered Gigabit Ethernet (1000 Mbps) Internet Port Other Access Net Rate MRC Install NRC 400 Mbps $1,000.00 $4,000.00 600 Mbps $1,160.00 $4,000.00 (d) Precise Burstable Pricing. [Reserved] 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. The Internet Ports must remain installed for at least 12 months. Private Ports are not eligible for any waiver or discount off Install NRCs. N263296 Contract Code: 600053 CONFIDENTIAL Page 13 © CenturyLink. All Rights Reserved. v1.121216 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT DOMESTIC CENTURYLINK IQ® NETWORKING SERVICE EXHIBIT ATTACHMENT I COMPREHENSIVE MANAGEMENT LIMITED LETTER OF AGENCY between WELD COUNTY ("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 Customer's 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 Customers behalf. Weld County Authorized Signature of C Julie A. Cozad Print or Type Name Chair, BOCC Title 5/22/2017 Date ATTEST: BY: Deputy C1-rk to the N263296 Contract Code: 600053 Page 14 ® CenturyLink. All Rights Reserved. CONFIDENTIAL v1.121216 taO('7- (57 I DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 1. General. CenturyLink QCC will provide Local Access Service ("Service") under the terms of this Service Exhibit, the Agreement and the RSS. 2. Service Description and Availability. 2.1 Description. Service provides the physical connection between the Service Address and the CenturyLink Domestic Network. Service includes any entrance cable or drop wire to, and equipment maintained by CenturyLink at the Demarcation Point, but does not include CPE, Extended Wiring, inside wiring, or other equipment not maintained by CenturyLink. Customer is responsible for any additional terminations beyond 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 is available at bandwidths varying from 1 Mbps to 1,000 Mbps (1G) and 10G (Cross - Connect Access only). ELA is available in the following options: Native Single -Class -of -Service (CoS) Low, Native Single-CoS Medium, Native Single-CoS High, Native Multi-CoS, ELA over SONET, or Ethernet Virtual Access ("EVA"). "Native Single-CoS Low" is a layer 2, switched, native service using a standard Ethernet offering from the local access provider. Native Single-CoS Low is not recommended for use with critical applications (i.e. voice), but is ideal for non -critical applications (i.e. Internet and email traffic). "Native Single-CoS Medium" is a layer 2, switched, native service using a better -than -standard Ethernet offering from the local access provider. Native Single-CoS Medium is ideal for a combination of non -critical and/or critical applications; typically varying voice, video, and data. "Native Single-CoS High" is a layer 2, switched, native service using the best Ethernet offering from the local access provider. Native Single- CoS High is ideal for critical applications; typically predictable and reliable voice and data. Native Single-CoS Medium and Native Single-CoS High are only available with the following CenturyLink services: CenturyLink IQ® Networking Internet Port, Private Port or Enhanced Port with Secure Internet Gateway, E -Line, or Ethernet Private Line ("EPL"). Native Single-CoS Medium or Native Single- CoS High circuit speed must match the maximum CenturyLink IQ Networking port, E -Line, or EPL bandwidth. "Native Multi-CoS" is a layer 2, switched, native service closely aligning the CenturyLink IQ Networking QoS and the local access provider's Ethernet class of service offering and is only available with CenturyLink IQ Networking Private Port or Enhanced Port with Secure Internet Gateway. At Customer's discretion, Native Single-CoS Low, Native Single-CoS Medium, Native Single-CoS High, or Native Multi-CoS may be used to support CoS for critical applications (i.e. voice). "ELA over SONET" is a layer 1, SONET-based service. EVA is a layer 2, Ethernet - based service that provides customers with a premium non -oversubscribed connection with Fast E and Gig E connection types. Customer may experience delayed installation intervals due to construction requirements and available bandwidths may be limited due to distance and available Ethernet -supported facilities from the local access provider. (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 (0C192), 40G, OTU1, OTU2, OTU3, 1G, 2G, 4G and 10G. (d) DSL Local Access. "DSL Local Access" means Leased 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. Customer may experience delayed installation intervals due to Construction requirements and available bandwidths may be limited due to distance and available DSL- supported facilities from the local access provider. 2.2.1 Use of IP Connection. In some locations, CenturyLink will enable the Local Access component of your 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 Leased Access. (a) On -Net Access. For On -Net Access, Customer must be located in a CenturyLink designated building in which On -Net Access is generally available. On -Net Access is generally available as Special Access (except at the DSO bandwidth), ELA, and Wavelength Local Access. Depending on the Service Address, On -Net Access may be provided through an existing CPOP, newly built CPOP, existing intra-building local loop facilities, or connections to a third party provider where CenturyLink coordinates the connectivity between CenturyLink facilities and facilities of a service provider with whom CenturyLink is interconnected. On -Net Access is subject to the On -Net Service Level Agreement located at http://www.centurylink.com/leqal/ which is subject to change. N263296 Contract Code: 600053 Page 15 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.101416 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT (b) Leased Access. Leased Access is generally available as Special Access, ELA, Wavelength Local Access and DSL Local Access at the bandwidths described in this Service Exhibit for those access types. Customer may request a Preferred Provider for Leased 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. 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. 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 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 Internet or 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. Upon acceptance of an order for a Service, CenturyLink will notify Customer of CenturyLink's target date for the delivery of that Service ("Estimated Availability Date"). Once CenturyLink notifies Customer of the Estimated Availability Date for a Service, cancellation fees or Cancellation Charges set forth in the Cancellation section below will apply to any cancellation of that order. If Customer fails to respond to CenturyLink's requests to arrange for the installation of a Service when CenturyLink is ready, CenturyLink may consider the affected Service order canceled. CenturyLink will use commercially reasonable efforts to install each such Service on or before the Estimated Availability Date, but the inability of CenturyLink to deliver Service by such date is not a default under the Agreement or this Service Exhibit. 4. Charges. Customer will pay the net rates set forth in the attached pricing attachment or a quote for Service issued by CenturyLink if the rates for Service at a particular Service Address are not included in the pricing attachment, including all applicable ancillary service charges. CenturyLink invoices MRCs in advance and NRCs in arrears. If the Start of Service Date 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 Start of Service Date 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. 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 Estimated Availability Date. Customer may only request to expedite CenturyLink Provided Access of Special Access and ELA orders (where underlying local access provider allows CenturyLink QCC to order an expedited service.) N263296 Contract Code: 600053 Page 16 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.101416 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT (b) Extended Wiring. "Extended Wiring" means additional wiring required for orders where Customer's network interface equipment is not located in the same location as the Demarcation Point. Customer may only request Extended Wiring for (i) Special Access ordered as Leased Access, (ii) DSL Local Access, and (iii) Ethernet Local Access (where available). (c) Construction. Construction charges apply if; (i) special construction is required to extend Service to the Demarcation Point; or (ii) other activities not covered by Extended Wiring are required beyond the Demarcation point, that cause CenturyLink to incur additional expenses for provisioning the Service (e.g., special arrangements to provide conduit or intra-building cable) ("Construction"). If Customer does not approve of the Construction charges after CenturyLink notifies Customer of the charges, the Service ordered will be deemed cancelled. (d) 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 Leased 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. (e) 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. Term; Cancellation. 5.1 Term. The term of an individual Service begins on the Start of Service Date for that Service and continues for the number of months specified in the attached pricing attachment for a particular Service Address or a quote for Service issued by CenturyLink if the rates for Service at particular Service Address are not included in the pricing attachment ("Initial Service Term"). Excluding voice loops and Data Center Access with a month -to -month Initial Service Term, the Initial Service Term will not be less than 12 months. Upon expiration of the Initial Service Term, Service will automatically renew for consecutive periods equal to the Initial Service Term length (a "Renewal Service Term"). CenturyLink may change rates at any time after the Initial Service Term, but will not change rates more than once during a Renewal Service Term. 5.2 Cancellation. Upon cancellation of a Service, Customer will remain liable for (a) charges accrued but unpaid as of the cancellation date (including MRCs, NRCs and Construction charges and other ancillary charges), (b) the amount of any NRCs that CenturyLink discounted or waived, if canceled during the first 12 months of the Initial Service Term and (c) any applicable cancellation fees and Cancellation Charges as set forth below. (a) Leased Access and On -Net Access —Cancellation Before the Start of Service Date. Customer will pay the cancellation fee identified in the below table if cancellation of a Service order occurs before the Start of Service Date. If Customer accepted a Construction charge, Customer will also pay any unpaid Construction charges incurred by CenturyLink. If CenturyLink notifies Customer that Construction is required to provision a Service order and Customer cancels that order before the Start of Service Date because Customer disapproves of the Construction charge, the cancellation fee does not apply. Leased Access and On -Net Access Service Bandwidtht Before Start of Service Date Cancellation Fee DSO (Leased Access only), DS1, DSL Local Access speeds up to 1536 Kbps/1.024 Mbps $150 NRC DS3, OCn, DSL Local Access speeds greater than 1536 Kbps/1.024 Mbps, all ELA speeds, all Wavelength Local Access speeds, all IP Connection speeds $500 NRC noiogy unless otherwise noted. (b) All Service Types —Cancellation After the Start of Service Date. If a Service is canceled by Customer other than for Cause, or by CenturyLink for Cause, before the conclusion of its Initial Service Term, Customer will pay a "Cancellation Charge" equal to: (i) 100% of the balance of the MRCs that otherwise would have become due for the unexpired portion of the first 12 months of the Initial Service Term, if any, plus (ii) 35% of the balance of the MRCs that otherwise would have become due for the unexpired portion, if any, of the Initial Service Term beyond the first 12 months. (c) Moves. When Customer requests that CenturyLink move a local loop to a different Service Address that is not within the same Customer serving wire center as the existing local loop such move will be deemed a disconnect of the current local loop to which a Cancellation Charge applies and a new install of a new local loop. (d) Waiver of Cancellation Charges. CenturyLink will waive the Cancellation Charge for a cancelled Service: (i) When Customer cancels a Special Access ordered as Leased Access if it is (A) DS3 or less, (B) is not part of a bundle or package offering that required Customer to order the local loop with other service components and (C) the local loop's Start of Service Date was at least 12 months prior to the requested date of cancellation. N263296 Contract Code: 600053 Page 17 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.101416 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT (ii) When Customer upgrades existing Special Access, Native Single-CoS Low/Medium/High, Native Multi-CoS, ELA over SONET, or Wavelength Local Access ("Existing CLPA Service") with new Service within the same specific type of Service technology at a higher Service speed (e.g., Special Access DS1 to Special Access DS3 or Native Single-CoS Low Fast E to Native Single-CoS Low Gig E) and with the same local access provider ("Upgraded CLPA Service"). The Upgraded CLPA Service will have a new Service Term beginning on its Start of Service Date. If the type of Service technology changes when Customer upgrades Existing CLPA Service, Customer must pay Cancellation Charges. (e) Customer Provided Access —Cancellation of Connectivity after Start of Service Date. 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. Grooming. If CenturyLink plans to groom a circuit on which Service is provided, CenturyLink will provide a grooming notice to Customer. For CPA dedicated facilities grooming, Customer will provide a signed LOA to CenturyLink so that CenturyLink can order the necessary changes. Within 20 calendar days after receipt of that notice, Customer will: (a) notify CenturyLink of its approval, which may not be unreasonably withheld; (b) state its reason for refusing; or (c) request that CenturyLink provide Customer with an LOA so Customer can order the necessary changes. Customer's failure to respond within the 20 -day period will constitute approval of the groom. If the groom results in Customer incurring additional NRCs from its local access provider and Customer provides sufficient proof of the local access provider charge, CenturyLink will issue a credit to Customer equal to the local access provider NRC for each groomed circuit. If Customer refuses the groom for On -Net Access, CenturyLink will, upon 20 calendar days' prior written notice, cancel the Service on that circuit and assess a Cancellation Charge. When Customer does not respond to a CPA dedicated facilities grooming notice or refuses a CPA dedicated facilities groom, Customer must either: (a) provide CenturyLink with a LOA/CFA so that CenturyLink can have the local access provider cancel the circuit; or (b) work directly with the local access provider to cancel the circuit. If Customer does neither of these things, CenturyLink will pass through to Customer any costs incurred by CenturyLink from the local access provider as a result of the circuit remaining in place. "CFA" means circuit facility assignment of the CenturyLink facility, as identified by CenturyLink, to which Customer must order a local loop for connection to the CenturyLink Domestic Network. 7. Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. "CenturyLink Domestic Network" means the CenturyLink network located within the contiguous U.S. states 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. "Demarcation Point" means the CenturyLink designated interface between the CenturyLink Domestic Network or the Leased Access provider network and Customer's telecommunications equipment. The Demarcation Point is typically located at a suitable location in the basement or on the first floor of a Service Address where provision is made for termination of the local access provider's outside distribution network facilities. "Leased Access" means local backbone access circuits ordered and leased by CenturyLink from a local access provider chosen by CenturyLink. "On -Net Access" means local backbone access circuits provided solely on CenturyLink owned and operated facilities. "Preferred Provider" or "PP" means a specific local access provider requested by Customer for Leased Access. "Service Address" means the business building where Customer receives the Service. "Start of Service Date" for each circuit is the date Customer accepts the circuit, following notification by CenturyLink that the local loop is ready. The ready notification will be via phone call or e-mail. Customer has five days from CenturyLink's ready notification in which to inform CenturyLink if the circuit fails to operate error -free. Within the five-day timeframe, if Customer neither informs CenturyLink about errors nor accepts the circuit, the circuit will be considered to have been accepted and the Start of Service Date to have commenced on the fifth day following CenturyLink's ready notification, regardless of whether Customer placed traffic over the circuit. If Customer informs CenturyLink of circuit errors within the five-day timeframe, CenturyLink will promptly take necessary, reasonable action to correct the errors, and upon correction, notify Customer that the circuit is ready. N263296 Contract Code: 600053 Page 18 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.101416 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT LOCAL ACCESS SERVICE EXHIBIT PRICING ATTACHMENT Except as set forth in this Pricing Attachment, capitalized terms will have the definitions assigned to them in the Agreement or the Local Access Exhibit. 1. Customer will pay the MRCs and Install NRCs for the Local Access Service selected. 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. 2. 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 table below. 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 (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. The pricing contained in this Pricing Attachment represents pricing for the local access provider and route selected by CenturyLink. Customer requests for a Preferred Provider or route may be subject to different pricing. NPA/NXX/C LLI Tracking ID Address Type of Local Access Term (in months) Circuit Speed Local Access Circuit MRC Local Access Circuit NRC 303708 170303174512 12500 E ARAPAHOE RD. CENTENIAL, CO 80112 ELA - Native Single CoS Low 36 Gigabit Ethernet - 400 Mbps $600.00 $0.00 970304 170305189878 3105 35TH AVE. GREELEY, CO 80634 ELA - Native Single CoS Low 36 Gigabit Ethernet - 600 Mbps $775.00 $0.00 970304 170305189854 915 10TH ST. GREELEY, CO 80631 ELA - Native Single CoS Low 36 Gigabit Ethernet - 600 Mbps $775.00 $0.00 3. Customer may order additional Local Access Services that are not specified above, but each additional Service ordered during the Term must include a valid CenturyLink quote form that specifies the applicable Local Access MRC and NRC per Service. No other discounts or promotions apply. Certain types of Service have separate service or agreement requirements as defined in the Local Access Service Exhibit. 4. Leased and On -Net CenturyLink Provided Access Install NRC Discount. Install NRCs specified above for Leased and 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. N263296 Contract Code: 600053 Page 19 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.101416 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT INTRASTATE METRO ETHERNET SERVICE EXHIBIT 1. General; Definitions. Capitalized terms not defined in this Service Exhibit are defined in the Agreement. CenturyLink QC will provide Intrastate Metro Ethernet Service ("Service" or "Metro Ethernet") under the terms of the Agreement, Tariff, and this Service Exhibit. Service is subject to technical publication 77411 located at http://centurylink.com/techoub/ ("Tech Pub"). The following Rates and/or terms and conditions are offered on an ICB basis under this Service Exhibit: 100 Mbps "Minimum Service Period" means 12 months following the date service is made available to Customer, as evidenced by CenturyLink records. "Pricing Attachment" means the document containing Rates, Term, and other location -specific information, which is incorporated by reference and made a part of this Service Exhibit. "Rates" means the MRCs and NRCs for the Service. "Term" means the term length for the Service established on a Pricing Attachment and which commences on the Start of Service. "SLA" means the service level agreement specific to the Service, located at http://www.centurylink.com/legal/ which is controlled by the Tariff and Tech Pub, which are subject to change. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for Service. "Start of Service" means the effective bill date of the service order to add Service to Customer's account, as evidenced by CenturyLink records. 2. Service. 2.1 Description. Customer orders Service as indicated on a Pricing Attachment. Service is a flexible transport service that uses established Ethernet transport technology. The Service provides connections between multiple Customer locations within a metropolitan area using native Ethernet protocol. The transmission speed depends on the Ethernet port ("Port") selected and the amount of bandwidth ordered over the Port ("Bandwidth Profile"). Service extends to the Demarcation Point. "Demarcation Point" means the CenturyLink-designated physical interface between the CenturyLink-owned network and Customer's telecommunications equipment. Service is available over three designs: (a) Customer Premises, supporting transmission speeds as low as 1 Mbps and up to 1 Gbps in increments of 10 Mbps from 10 to 100 Mbps, and in increments of 100 Mbps from 100 to 1,000 Mbps; (b) Central Office, supporting transmission speeds of 100 Mbps, 600 Mbps and 1,000 Mbps; and (c) Ethernet with Extended Transport (DS3 required), supporting transmission speeds as low as 5 Mbps and up to 40 Mbps. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for Service. Customer understands that Service is an intrastate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Term, 10% or less of its usage will be interstate usage. If more than 10% of Customer's usage is interstate, then Customer will notify CenturyLink so the appropriate service agreement can be used, allowing CenturyLink to bill Customer out of the appropriate Tariff. 2.2 Installation; Provisioning of Service. CenturyLink will notify Customer of the date Service is available for use. In the event Customer informs CenturyLink that it is unable or unwilling to accept Service at such time, the subject Service will be held available for Customer for a period not to exceed 30 business days from such date ("Grace Period"). If after the Grace Period, Customer still has not accepted Service, CenturyLink may either: (a) commence with regular monthly billing for the subject Service; or (b) cancel the subject Service. If Customer cancels an order for Service prior to the date the Service is available for use, or is unable to accept the Service during the Grace Period and CenturyLink cancels the Service at the end of the Grace Period, the Tariff cancellation charges may apply. CenturyLink will provide the Service at the locations specified in the Pricing Attachment. At Customer's request, mutual testing may be performed in accordance to the service parameters outlined in the Tariff. 2.3 Changes to Service. Customer may add or change Service via a Pricing Attachment. Subsequent Pricing Attachments adding new Service port(s) will be coterminous with the original Term, provided the individual Service Minimum Service Period can be met. All Service ports ordered under this Service Exhibit will expire on the same date regardless of when they are ordered (e.g., if the original Service is in month 10 of a 60 -month Term when Customer orders a new Service port for a 60 -month fixed period rate plan, the new Service port will be billed at the 60 -month rate for the next 50 -months). In the event the Minimum Service Period cannot be met, an amendment adding a new Pricing Attachment containing a new iLink Contract Number must be signed. A subsequent Pricing Attachment to change or add a Service port during the Term will be assessed an NRC. A subsequent Pricing Attachment to change Service Bandwidth during the Term will not be assessed the NRC, however, the MRC will be changed to the new Service bandwidth profile charge. Customer may be assessed an early Termination Charge for any decrease in bandwidth during the Term. Customer request for a physical move of Service to a new location will be treated as a termination of service at the original location. NRC's will apply and Term requirements must be met in the new location. In the event the Minimum Service Period cannot be met, an amendment adding a new Pricing Attachment with a new iLink Contract Number will be required. Customer request for a physical move of Service to a location within the same building as the existing Service will be charged a fee equal to one half the applicable NRC charge. There will be no changes to the Minimum Service Period. 3. Term; Termination. 3.1 Term. This Service Exhibit will begin on the Effective Date of the Agreement (or an amendment to the Agreement if Customer adds this Service Exhibit after the Effective Date of the Agreement) and will continue until the expiration or cancellation of the last to expire (or cancel) Service. The Term for the Service will be indicated on a Pricing Attachment. Each Service ordered will have its own Minimum Service Period. At the conclusion of the Term, the Rates will revert to the month -to -month Rates in the Tariff, unless Service is renewed for a new Term on a Pricing Attachment or unless a party notifies the other party in writing of its desire not to renew Service at least 60 calendar days, and no more than 120 calendar days, prior to the end of the Term. N263296 Contract Code: 600053 Page 20 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.101416 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT INTRASTATE METRO ETHERNET SERVICE EXHIBIT 3.2 Termination. Either party may terminate Service and/or this Service Exhibit in accordance with the applicable Tariff or for Cause. "Cause" means the failure of a party to perform a material obligation under this Service Exhibit, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default (unless a different notice period is specified in the Tariff); or (b) for any other material breach, within 30 days of written notice (unless a different notice period is specified in the Tariff or this Service Exhibit). Customer will remain liable for charges accrued but unpaid as of the termination date. If, prior to the conclusion of the Term, Service and/or this Service Exhibit is terminated either by CenturyLink for Cause or by Customer for any reason other than Cause, then Customer will also be liable for any termination charges ("Termination Charge"). Prior to the conclusion of the Term, if Service and/or this Service Exhibit are terminated or bandwidth is decreased below the original contracted level ("decreased bandwidth"), either by CenturyLink for Cause or by Customer for any reason other than Cause, then Customer will also be liable for and pay CenturyLink the following Termination Charge: (a) all accrued and unpaid charges for the terminated Service or decreased bandwidth provided through the effective date of such termination or decrease; plus (b) a termination charge of 100% of the balance of the MRCs for the unexpired portion of the Minimum Service Period for the terminated Service and/or a charge of 100% of the difference between the original bandwidth MRC and the decreased bandwidth MRC; plus (c) 40% of the balance of the MRCs due for the unexpired portion of the Term in excess of the Minimum Service Period for the terminated Service and/or 40% of the difference between the original bandwidth MRC and the decreased bandwidth MRC; plus (d) any and all third party costs and expenses incurred by CenturyLink in so terminating such Service or decreasing bandwidth and all applicable non -recurring charges that may have been waived. 4. Charges. Charges for Service, including Metro Ethernet optional features, are set forth in the Pricing Attachment. The actual charges for Service will be those in effect in the Tariff on the date the first Service element ordered under the original Pricing Attachment is installed, as evidenced by CenturyLink records. If Service is renewed for a new Term on a Pricing Attachment, the rates will be those in effect at the time the Service is renewed, as evidenced by CenturyLink's records. CenturyLink will inform Customer of its then -current rates for Service upon written request. Renewed Service is subject to a new Minimum Service Period. N263296 Contract Code: 600053 Page 21 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.101416 DocuSign Envelope ID: 93D46C9B-6408-4CDE-AAC5-36103810DC7D CENTURYLINK® LOYAL ADVANTAGE® AGREEMENT INTRASTATE METRO ETHERNET SERVICE EXHIBIT PRICING ATTACHMENT iLink Contract Number WELD COUNTY Service expires 36 months from the Start of Service ("Term"). Promotional Pricing: O Yes ® No Promotion Expiration Date: Promotion Description, Title, or Code: (COCC MRC required for Central Office design) (EwET Customer Interface MRC and Total Chan Term & Transport Mileage MRC required for Ethernet with Extended Transport design) (Show N/A, if an MRC does not apply) Location Band- width Profile Band- width MRC per each Port Speed Port Speed NRC per each COCC MRC EwET Cus- tomer Interface MRC DS3 Total Chan Term & Transport Mileage MRC NRC MRC NRC 2950 9th Street Ft. Lupton, CO 80621 100 Mbps $775.00 1000 Mbps Port $0.00 n/a n/a n/a n/a n/a 4209 CR 24 % Longmont, CO 80504 100 Mbps $775.00 1000 Mbps Port $0.00 n/a n/a n/a n/a n/a Optional Features for Metro Ethernet: n/a N263296 Contract Code: 600053 Page 22 of 22 © CenturyLink. All Rights Reserved. CONFIDENTIAL v1.101416 Hello