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Home My WebLink About20152698.tiff ' y 41/4 /V /d� it CenturyLink- 4(4 N. Local/TN AUTHORIZATION TO CHANGE PREFERRED TELECOMMUNICATIONS CARRIER Letter of Agency(LOA): Marking the box adjacent to each of the services below is authorization by the undersigned Subscriber to CenturyLink to change the preferred carrier for the marked Ser- vice(s). ® Local/TN-Porting telephone numbers from another carrier to CenturyLink Select Option(s)to which this applies: Local Service ® Local Data Service ❑ n Local Long Distance IntraLata/Local Toll-Qwest Corporation DBA CenturyLink QC for 1+ IntraLATA Local Long Distance Only(LPIC 5123) Provide Billing Name and Address information as it appears on the current service bill. Subscriber's Name: Weld County Government Subscriber's Address: PO Box 758,3105 35th Ave City: Greeley State: CO Zip:80632 Provide Physical Address if different then bill address. Subscriber's Physical Address: 3105 35th Ave City: Greeley State: CO Zip:80632 Subscriber's Main Telephone Number: 970-304-2000 Only the telephone numbers listed below are authorized to change to the preferred carrier: For individual numbers,use the format NPA-NXX-XXXX . For number ranges, use the format NPA- NXX-XXXX to XXXX. Telephone Numbers Telephone Numbers Telephone Numbers 970-400-2000 to 6999 n Check here if a separate page listing other associated telephone numbers or physical addresses is attached. Use either the page below or a separate attached spreadsheet. I understand that my local exchange carrier(LEC)may charge a fee to change Long Distance carriers and that I may contact my LEC to determine the specific charges. I represent that I have the authority to change communications carriers for each of the numbers identified above. I understand that I may designate only one telecommunications carrier as my local exchange, intrastate or intraLATA, interstate or interLATA, and international preferred interexchange carrier for any one telephone number. With this understanding,I select CenturyLink to provide the communications service types indicated above for each of the telephone numbers listed above. Name of Person Authorized to Act o Behalf of the Company. Chair, Board of Weld Signature: Title: County Commissioners Printed Signature: Barbara Kirkmeyer Date(mm/dd/yy): NOV 0 4 2015 BMG Local LOA 5/2012 e _-ry1,'r Q I4ei) Page 1 amtaciAt1-'.t_zo4-111414-- =T0003 Esther Gesick From: Susan Quick Sent: Tuesday, November 03, 2015 8:52 AM To: Esther Gesick Cc: Aleksei Churyk; Ryan Rose Subject: FW: Weld County LOA Attachments: Weld County LOA, 10-28-15.docx; Contract ID 145-20152698-CenturyLink.pdf Importance: High Esther—Thanks so much for working with us on this and getting this on tomorrow's consent agenda.That will help us out a bunch! Attached is the LOA that needs to be signed for our DID numbers . I have also attached the agreement that was signed on August 10th . Per Frank's email below,this needs to be on the consent agenda. Please let us know if you have any questions or concerns. Thanks! Susan I'd put it through the consent agenda Frank N. Haug Assistant Weld County Attorney 1150 O Street Mailing Address: P.O. Box 758, Greeley, CO 80632 tel: (970) 356-4000 x4394 fax: (970) 352-0242 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication.Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Original Message From: Susan Quick Sent: Thursday, October 29, 2015 2:12 PM To: Frank Haug<fhaug@co.weld.co.us> Cc: Ryan Rose<rrose@co.weld.co.us>; Aleksei Churyk<achuryk@co.weld.co.us> Subject: Weld County LOA Importance: High Frank, 1 Regarding the attached authorization change, we are asking if we can sign this or if it needs to go through contract management for BOCC approval.This authorization is for CenturyLink to give us the DID (Direct in Dial) phone numbers that are part of the CenturyLink SIP contract that the BOCC signed on August 10th . CenturyLink has provided us with 'test' numbers so we could verify that everything works as we expected, so now we are ready for the DID numbers. Thanks! Susan Quick SU a 'Qtack Telecom Manager Department of Information Technology Weld County Government 1401 N 17 Ave Greeley, CO 80631 970-304-6560 extension 2603 Pr* w: Confidentiality Notice:This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged,confidential or otherwise protected from disclosure.If you have received this communication in error,please immediately notify sender by return e-mail and destroy the communication.Any disclosure,copying,distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Franks,James [mailto:James.Franks@centurylink.com] Sent:Wednesday, October 28, 2015 11:59 AM To:Aleksei Churyk<achuryk@co.weld.co.us>; Susan Quick<squick@co.weld.co.us> Cc: Parker, Steven<Steven.Parker@centurylink.com>; Gould, Donald <Donald.Gould@centurylink.com>; Kline, Kristine <Kristine.Kline@centurylink.com> Subject:Weld County LOA Importance: High Aleksei/Susan, Attached is the Letter of Agency that will authorize the moving of the 5000 DID from CenturyLink Local to the SIP service. Please complete the signature fields at the bottom of the document and return to me. We'll then submit as part of the MAC Order to have them turned up on your SIP service. Our target is November 12. This is unconfirmed at the moment until we get everything submitted and receive the dates from implementation. I'll dial into the call this afternoon. Thanks!! Jim Franks Lead Government Account Manager CenturyLink 930 15th Street Denver, CO 80202 2 Office: (303) 992-8873 Mobile: (303) 549-8737 www.centurylink.com 441 CentUryLinle Government This communication is the property of CenturyLink and may contain confidential or privileged information. Unauthorized use of this communication is strictly prohibited and may be unlawful. If you have received this communication in error, please immediately notify the sender by reply e-mail and destroy all copies of the communication and any attachments. 3 RESOLUTION RE: APPROVE AGREEMENT FOR CENTURYLINK LOYAL ADVANTAGE AND AUTHORIZE CHAIR TO SIGN - CENTURYLINK COMMUNICATIONS, LLC 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 Communications, LLC, commencing upon full execution of signatures, and ending August 10, 2017, 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 Communications, LLC, 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 10th day of August, A.D., 2015. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: daltdov -vk ✓ fC m ? _ arbara Kirkeyer, Chair Weld County Clerk to the Board I ' Mike Freeman, Pro-Tern BY: p�e ty Clerk to the :oar IL can Con ay APP D AS ! FORM 1 toI tVe' . Cozad a ' •u `y Attorney u 0.4 Steve Moreno gate of signature: //3 • ex.. '*' $/14 2015-2698 IT0003 Attaelm /115 MEMORANDUM To: Esther Gesick,Clerk to the Board Ai / r i From: Ryan Rose,Chief Information Officer i Date: July 8,2015 Subject: CenturyLink Loyal Advantage Agreement The CenturyLink Loyal Advantage Agreement has been reviewed by Weld County legal and we are requesting the BOCC approve and sign. This agreement is for the SIP trunking for the new phone system. The new SIP trunking technology will replace several of our legacy Ti's with limited budget impact. We respectfully request the Weld County BOCC approve the agreement with CenturyLink. 2015-2698 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT This CenturyLink Loyal Advantage Agreement ("Agreement") is between CenturyLink Communications, LLC f/k/a Qwest Communications Company, LLC ("CenturyLink") and Weld County ("Customer") and is effective on the date the last party signs it ("Effective Date"). CenturyLink may withdraw this offer if Customer does not execute and deliver the Agreement to CenturyLink on or before July 31, 2015("Cutoff Date"). Using CenturyLink's electronic signature process for the Agreement is acceptable. WELD COUNTY prENTdJIJKJINK COMMUNICATIONS, LLC 'Authorized Signatur Aiitt4b1i3Wi`�Lure Barbara Kirkmeyer Constantfitie N. Gartelos Name Typed or Printed Name Typed or Printed Chair. Board of Weld County Commissioners Manager-Offer Management Title AUG 1 0 2015 Title Date Date Customer's address for notices: Customer's facsimile number(if applicable): Person designated for notices: 1. Services. Customer may purchase the products and services ("Services") in service exhibits ("Service Exhibits") attached to the Agreement. The parties agree that any notation to the "CenturyLink Total Advantage Agreement" on the Service Exhibits will be disregarded and such exhibits will be governed by 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 Agreement, all references to Qwest Communications Company, LLC mean CenturyLink Communications, LLC. The Service Exhibits attached to the Agreement as of the Effective Date and incorporated by this reference are shown below. • Domestic CenturyLink iQ Networking Service Exhibit • Local Access Service Exhibit • CenturyLink Hosted VoIP and CenturyLink IQ SIP Trunk Service Exhibit 2. Term. Customer selects the following "Initial Term" of the Agreement: 24 months. 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." 3. Rates. Unless specified otherwise in a Service Exhibit, 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 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. 4. 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. 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. 5. Confidentiality. Except to the extent required by an open records act or similar law, neither party will, without the prior written consent of the other party: (a)disclose any of the terms of 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 others Confidential Information, and will use at least the same efforts to protect such Confidential Information as 024/6' O2( 9Op Page 1 of 30 ©CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT 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. 6. CPNI. CenturyLink is required by law to treat CPNI confidentially. Customer agrees that CenturyLink may share CPNI within its business operations (e.g., wireless, local, long distance, and broadband services divisions), and with businesses acting on CenturyLink's behalf, to determine if Customer could benefit from the wide variety of CenturyLink products and services, and in its marketing and sales activities. Customer may withdraw its authorization at any time by informing CenturyLink in writing. Customer's decision regarding CenturyLink's use of CPNI will not affect the quality of service CenturyLink provides Customer. 7. 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. 8. 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. 9. Limitations of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth below. 9.1 Consequential Damages. NEITHER PARTY OR ITS AFFILIATES, AGENTS, OR CONTRACTORS IS LIABLE FOR ANY 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. 9.2 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 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 does not exist for the affected Service. 9.3 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. 9.4 Other Direct Damages. For all other claims arising out of the Agreement, each party's maximum liability 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. 10. Responsibilities. To the extent permitted under law, each party agrees to be responsible to the other party, its Affiliates, agents, and contractors against all third party claims 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. 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. 11. Termination. 11.1 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. 11.2 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 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 the higher of (c) the Early Termination Charge or (d) the total Cancellation Charges that apply for terminating all CenturyLink Services at the time the Agreement is terminated. Page 2 of 30 ®CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE.AGREEMENT 11.3 Unpaid Charges. Customer will remain liable for charges accrued but unpaid as of the termination date. 12. 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 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. 13. Miscellaneous. 13.1 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. 13.2 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,and any Order Form. If Services are provided pursuant to a Tariff, RSS, or ISS as described in the applicable Service Exhibits, the order of precedence will apply in the following descending order of control: Tariff,Service Exhibit,the Agreement, RSS, ISS,and Order Form. 13.3 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 parties,their agents,employees or affiliates. 13.4 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. 13.5 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). 13.6 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. 13.7 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 Page 3 of 30 ®CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT Court, or absent federal jurisdiction, in a state court of competent jurisdiction, in Denver, Colorado. (c) Waiver of Jury Trial and Class Action. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a jury trial and any right to pursue any claim or action relating to the Agreement on a class or consolidated basis or in a representative capacity. If for any reason the jury trial waiver is held to be unenforceable, the parties agree to binding arbitration for any dispute relating to the Agreement under the Federal Arbitration Act, 9 U.S.C. § 1, et. seq. The arbitration will be conducted in accordance with the JAMS Comprehensive Arbitration Rules. Judgment upon the arbitration award may be entered in any court having jurisdiction. (d) 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. 13.8 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. 13.9 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. 13.10 Amendments; Changes. The Agreement may be amended only in a writing signed by both parties' authorized representatives. 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. CenturyLink may amend,change, or withdraw the Tariffs, RSS, ISS or AUP,with such updated Tariffs, RSS, ISS or AUP effective upon posting or upon fulfillment of any necessary regulatory requirements. 13.11 Websites.References to websites in the Agreement include any successor websites designated by CenturyLink. 13.12 Required Notices. Unless provided otherwise in the Agreement,all required notices to CenturyLink must be in writing, sent to 1801 California St., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Legal Dept., and to Customer as provided above. All notices are effective: (a) when delivered via overnight courier mail or in person to the recipient named above; (b) three business days after mailed via regular U.S. Mail;or(c)when delivered by fax if duplicate notice is also sent by regular U.S. Mail. 13.13 Service Termination Notices. Customer's notice of termination for CenturyLink QCC Services must be sent via mail, facsimile or e-mail to: CenturyLink, Attn.: GBM Disconnects, 112 Sixth St., Bristol, TN 37620, Fax: 866.887.6633, e-mail: GBMdisconnectsatCenturvLink.com. Such termination is effective 30 days after CenturyLink's receipt of the notice, unless a longer period is otherwise required. For Services under the Select Advantage Service Exhibit, Customer must call the customer care number specified on Customer's invoice to provide notice of termination. 13.14 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. 14. 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 htto://www.centurvlink.com/legal/. "Cancellation Charge"means the cancellation charge described in the applicable Service Exhibit and charges incurred by CenturyLink 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. Page 4 of 30 ©CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT "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. "ISS" means CenturyLink's Information Services Schedule incorporated by this reference and posted at: http://www.centurvlink.com/tariffs/dc 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'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. "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. "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 httD://www.centurvlink.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. Page 5 of 30 ®CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 • CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT CENTURYLINK DOMESTIC IQ NETWORKING SERVICE EXHIBIT 1. General. CenturyLink QCC will provide Domestic CenturyLink IQ®Networking Service("Service")under the terms of the Agreement and this Service Exhibit. 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. Service includes ports("Ports"), features, and network management capabilities. The rate of data transmission and features vary based on the type of Port ordered. Service does not include local access or customer premises equipment("CPE"),which may be separately purchased from CenturyLink. 2.2 Ports. CenturyLink offers Service in a variety of speeds and in the following three 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) Enhanced Port. Enhanced Ports provide the functionality of both an Internet Port and a Private Port in a consolidated solution. 2.3 Network Management Service. CenturyLink Network Management Service ("NMS") is a feature for all Ports. The feature, available as Select Management or Comprehensive Management, provides performance reporting, change management, configuration management, fault monitoring, management and notification of CPE and network related issues. CenturyLink will provide Select Management with each Port unless (a) Customer notifies its CenturyLink sales representative that Customer opts out of Select Management for that Port or (b) Customer chooses Comprehensive Management for that Port. Customer may also request NMS management features for devices not associated with a CenturyLink IQ Networking Port with CenturyLink's prior approval. The NMS management types are set forth in more detail below: (a) Select Management.Select Management includes:24x7x365 remote performance monitoring, reporting, and ticketing via an NMS online portal for devices supported by CenturyLink. Select Management also includes complete 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. (b) Comprehensive Management. 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 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. (c) Monitor and Notification. Monitor and Notification is an optional NMS feature that can be used for Customer owned devices that do not support SNMP and are not connected to any CenturyLink IQ Networking Ports. CenturyLink will monitor the Customer devices 24x7x365 for up/down status and notify Customer of faults. Customer is responsible for any trouble shooting and repair of Customer owned devices. This feature does not include any of the Select Management or Comprehensive Management features. (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 Page 6 of 30 ©CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT CENTURYLINK DOMESTIC IQ NETWORKING SERVICE EXHIBIT 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. 2.4 End-to-End Performance Reporting. End-to-End Performance Reporting is a feature included with Private Ports and the Private Port functionality of Enhanced 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. 2.5 Multicast. Multicast is an optional feature for Private Ports and the Private Port functionality of Enhanced 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 Secure IP Gateway.Secure IP Gateway("SIG")is an optional feature for Enhanced Ports. SIG adds a network based firewall feature to an Enhanced Port and supports Customer defined network address translation policies and firewall rule sets. 2.7 VPLS. Layer 2 virtual private LAN service ("VPLS") is optional feature for Private 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 Ethemet 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. 2.8 VPN Extensions.A VPN Extension is an optional feature for layer 3 multi protocol label switching("MPLS")Private Ports and Enhanced Ports. The feature allows Customer to extend its Layer 3 MPLS closed user groups to Customer locations that are not served by CenturyLink's MPLS network ("Remote Location"). Customer can establish a tunnel through the Internet between the Customer's CPE at the Remote Location (separately purchased and managed by Customer)and the CenturyLink network device. The Customer provided CPE must support the CenturyLink service configurations and be installed as designated by CenturyLink or as otherwise agreed upon by the parties. Customer is responsible for the installation,operation,maintenance, use and compatibility of the Remote Location CPE. Customer will cooperate with CenturyLink in setting the initial configuration for the Remote Location CPE interface with the VPN Extension Service. Customer must use IP connectivity at the Remote Location that includes a static public IP address. (a) Exclusions. CenturyLink will not debug problems on, or configure any internal or external hosts or networks (e.g., routers, DNS servers, mail servers, www servers, and FTP servers). All communication regarding the VPN Extension must be between CenturyLink and a Customer approved site contact that has relevant experience and expertise in Customer's network operations. The following features are not available with VPN Extensions: (i)End-to-end Performance Reporting; (ii)QoS; (iii)VPLS; and(iv)Multicast. VPN Extensions are not subject to the SLA. 2.9 Backbone Prioritization.Backbone Prioritization is an optional feature available with individual domestic Private Ports. When this feature is configured on a Private Port, traffic originating from that Port will be designated at a higher class of service to the CenturyLink IP network than traffic originating from Private Ports without the feature or Internet Ports. If Customer desires Backbone Prioritization for traffic between two or more Private Ports, the feature must be ordered for each Private Port. The benefit from Backbone Prioritization is realized during periods of high network congestion. Backbone Prioritization may not be available at all locations or with Multicast in certain circumstances. Page 7 of 30 ©CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT CENTURYLINK DOMESTIC IQ NETWORKING SERVICE EXHIBIT 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 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 the attached pricing attachment or offer attachment. 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 or offer attachment 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. 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. (d) Data Transfer. Usage samples are taken every five minutes throughout the Customer's monthly billing cycle. Samples are taken for both in-bound utilization and out-bound utilization. Customer will be billed for the sum total of both inbound and outbound utilization. Charges are applied using a stepped or"metered" methodology such that Customer's traffic will be billed incrementally at each volume tier. For example, if Customer's total volume on a DS1 circuit is 10 GB, the first 7 GB of such total would be billed at the 0-7 GB tier, and the remaining 3 GB would be billed at the 7.01-17 GB tier. For each Data Transfer Port ordered hereunder, Customer will pay an MRC calculated by multiplying Customer's volume of data transferred in a given month (in GBs)by the applicable MRC per GB. Within each Data Transfer Port classification(e.g., DS1, DS3), Customer will be subject to the minimum usage amount set forth in the column heading of the applicable Data Transfer pricing table("Data Transfer Minimum"). Customer will be billed the greater of the Data Transfer Minimum or the actual charges based upon its actual volume of data transferred. Data Transfer pricing is only available if Customer's premises-based router uses HDLC, PPP,or MLPPP line encapsulation. 5. Term;Cancellation. 5.1 Term. The.term of an individual Port (and NMS feature, if applicable) begins on the Start of Service Date for that Port and continues for 36 months ("Service Term"). If Service is installed at multiple Customer locations or with multiple Ports at a Customer location,each separate Port(and associated NMS)will have its own Start of Service Date. Upon expiration of a Service Term, Service (and associated NMS)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 or NMS is canceled by Customer other than for Cause, or by CenturyLink for Cause, before the conclusion of its initial Service Term or Upgrade Service Term(as described in the"Upgrades"section), Customer will pay a"Cancellation Charge" equal to: (a) 100%of the balance of the MRCs that otherwise would have become due for the unexpired portion of the first 12 months of the Service Term (or Upgrade Service Term), if any, plus (b)35% of the balance of the MRCs that otherwise would have become Page 8 of 30 ©CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E 4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT CENTURYLINK DOMESTIC IQ NETWORKING SERVICE EXHIBIT due for the unexpired portion, if any, of the Service Term(or Upgrade Service Term)beyond the first 12 months, plus(c)the amount of any NRCs discounted or waived if the Port has not remained installed for at least 12 months. 5.3 Waiver of Cancellation Charges. (a) Upgrades. CenturyLink will waive the Cancellation Charges if Customer: (i) upgrades the Port to a higher bandwidth (e.g., from a DS1 to a DS3)within the same pricing methodology; or(ii) upgrades the Port type to a higher Port type (e.g., from an Internet Port to a Private Port or an Enhanced Port)within the same pricing methodology. All upgraded Ports must have a 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. (b) Migration to Other CenturyLink Services. CenturyLink will waive the Cancellation Charges if Customer migrates the Port to new Analog Vo1P Service or Data Bundle Solutions(a"New Service")as long as: (i)the New Service's MRC is equal to or greater than the combined MRCs of the Port and the associated Local Access Service being terminated; (ii) the New Service's minimum service term is at least as long as the then remaining Service Term of the Port being terminated;and(iii)the New Service is available. 6. Additional Disclaimer of Warranty. In addition to any other disclaimers of warranty stated in the Agreement, CenturyLink makes no warranty, guarantee, or representation, express or implied,that all security threats and vulnerabilities will be detected or that the performance of the Services will render Customer's systems invulnerable to security breaches. Customer is responsible for Customer's own network security policy(including applicable firewall and NAT policies)and security response procedures. 7. E-mail Notification. Customer acknowledges and agrees that CenturyLink may contact Customer via e-mail at the e-mail address provided to CenturyLink when Customer ordered the Service for any reason relating to the Service, including for purposes of providing Customer any notices required under the Agreement. Customer agrees to provide CenturyLink with any change to its e mail address. 8. AUP. All use of the Services must comply with the AUP located at http://www.centurylink.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. Service is subject to the CenturyLink IQ Networking service level agreement("SLA"), and the NMS feature is subject to the NMS SLA each located at http://www.centurylink.com/legal/,which are 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. Page 9 of 30 ©CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT CENTURYLINK DOMESTIC 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 Promo Code NMS for devices associated with a MRC NRC CenturyLink IQ Networking Port. Select Management IQ MANAGED $45.00 per device* N/A Comprehensive Management IQ MANAGED $75.00 per device N/A *CenturyLink will provide Select Management with domestic CenturyLink IQ NetworkingService unless Customer elects to opt out. (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 MRC NRC Networking Port(including VPN Extensions). Select Management $60.00 per device N/A Comprehensive Management $100.00 per device N/A Monitor and Notify $35.00 per device N/A 1.2 CenturyLink IQ Networking Features. (a) Secure IP Gateway. Description NRC Secure IP Gateway Activation Fee $200.00 per each Enhanced Port (b) VPN Extensions. Description MRC NRC VPN Extensions $25.00 per IPsec tunnel $50.00 per IPsec tunnel (c) Backbone Prioritization. Backbone prioritization charges are in addition to the applicable Private Port MRCs. Description Increased MRC Backbone Prioritization CenturyLink will apply a 20%uplift charge to the MRC of each Private Port configured with Backbone Prioritization. 1.3 Port Pricing Tables. Some Port types or Port speeds may not be available in all areas or with certain types of access. If Customer wishes to order domestic CenturyLink IQ Networking Service with a different bandwidth or pricing methodology than those contained in the below pricing tables, Customer must enter into a separate written amendment to this Agreement. (a) Tiered Rate Pricing. ' Tiered Fast Ethernet 100 Mbps Install NRC Net Rate MRC Private Port 20 Mbps $1,500.00 $450.00 1.4 NRC Discounts (a) NRC Waiver. So long as Customer is not in default of any obligations under the Agreement, CenturyLink will waive the Install NRCs for Ports.The Ports must remain installed for at least 12 months Page 10 of 30 ®CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT CENTURYLINK DOMESTIC IQ NETWORKING SERVICE EXHIBIT ATTACHMENT 1 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 Customers transport links or CPE when an alarm or fault has been detected; (d)dispatching CPE repair personnel on behalf of Customer to CPE for which a fault has been detected; and (e) discussing fault information with the LEC, IXC or CPE maintenance provider on behalf of Customer to facilitate resolution of the problem. CenturyLink does not assume any of Customer's liabilities associated with any of the services the Customer may use. The term of this LOA will commence on the date of execution below and will continue in full force and effect until terminated with 30 days written notice by one party to the other or until the expiration or termination of the Network Management Service. A copy of this LOA will, upon presentation to LEC, IXC, ISP, and/or CPE maintenance provider, as applicable, be deemed authorization for CenturyLink to proceed on Customer's behalf. Weld County Customer Company ame du Authorized Signa ure of Cus mer Barbara Kirkmeyer Print or Type Name Chair, Board of Weld County Commissioners Title AUG 1 0 2015 Date I Page 11 of 30 ©CenturyLink, Inc. All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 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 providers Ethernet class of service offering and is only available with CenturyLink IQ Networking Private Port or Enhanced Port with Secure Internet Gateway. At Customers 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. (e) IP Connection. "IP Connection" is a Layer 3, symmetrical transport service that utilizes established dedicated IP and MPLS transport technologies. When purchasing IP Connection, Customer agrees that it will use the IP Connection 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. IP Connection provides connectivity between single Customer locations within an affiliate LEC metropolitan area and a "hub"location using industry standard dedicated IP and MPLS protocols. The transmission speed depends on the amount of bandwidth available at the respective Customer location,which may be dependent on available underlying technology at the location. Service is available over multiple designs, which may include but not be limited to symmetrical VDSL2 connectivity with MPLS transport supporting speeds up to 40/40mg and symmetrical GPON connectivity with MPLS transport supporting speeds up to 1G/1G, all providing an IP Connection over the given transport solution. 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 Page 12 of 30 0 CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT 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/Ieoal/,which is subject to change. (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 specific local access provider for Leased Access from a list of available providers with whom CenturyLink has interconnect agreements. CenturyLink will attempt to use the Customer requested 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 Qate 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 rates set forth in a quote for Service issued by CenturyLink or set forth in the RSS, 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. 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. Page 13 of 30 ®CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT (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.) (b) Extended Wiring. "Extended Wiring" means additional wiring required for orders where the Customer requested termination point for Service is not located in the same location as the Demarcation Point. 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 CenturyLink's outside distribution network facilities. Customer may only request Extended Wiring for(i) Special Access ordered as Leased Access,(ii)DSL Local Access, (iii)Ethernet Local Access(where available),and(iv)IP Connection. (c) Construction. Construction charges, which may include third party charges, apply if special construction is required to extend Service to a Demarcation Point not covered by Extended Wiring or other activities that may cause CenturyLink to incur expenses for provisioning the Service (e.g., special arrangements of LEC facilities or equipment required to activate the Service) ("Construction"). If Customer does not approve of the Construction charges after CenturyLink notifies Customer of the charges,the Service ordered will be deemed cancelled. After acceptance of the charge, any adjustments imposed by a third party will be passed through to Customer only after notification and acceptance by Customer. If Customer does not accept the adjustments, Customer may terminate the Construction and will be liable only for the costs of the Construction completed. (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 quote for Service issued by CenturyLink("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 $150 NRC 1536 Kbps/1.024 Mbps DS3, OCn, DSL Local Access speeds greater than 1536 Kbps/1.024 Mbps, all ELA speeds, all Wavelength Local Access speeds, all IP $500 NRC Connection speeds tincludes all types of Service Technology 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. Page 14 of 30 ©CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®LOYAL ADVANTAGE®AGREEMENT LOCAL ACCESS SERVICE EXHIBIT (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. (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 fumishes 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: (a)the physical interface between the CenturyLink Domestic Network and Customer's telecommunications equipment or(b)the physical interface between a local access provider connecting the CenturyLink Domestic Network to Customer's telecommunications equipment. "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. "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. Page 15 of 30 ®CenturyLink, Inc.All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 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 set forth in the below table for the particular Service at the NPA/NXX or CLLI and/or Service Address listed. The MRCs and NRCs set forth below apply to new Service only and do not apply to Service ordered prior to the 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 the NPA/NXX or CLLI or Service Address listed below will render the pricing below void, and Customer will pay the revised rates agreed upon by the parties for the correct NPA/NXX or CLLI or Service Address. The pricing contained in this Pricing Attachment represents pricing for the local access provider and route selected by CenturyLink. Customer requests for a specific local access provider or route may be subject to different pricing. NPA/NXX/C Loop Tracking Address Type of Local Term Circuit Local Local LLI ID Access Speed Access Access Circuit Circuit MRC NRC (in Per Local per Local months) Loop Loop 915 10th Street, ELA-Native Fast Greeley, CO, Single-CoS- Ethernet- 970475 150316677660 80631 Hi.h 24 20 Mb.s $450.00 $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 twenty-four(24) 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 3. Prior to ordering additional Local Access Services which are not specified above for a specific NPA/NXX and/or Service Address, Customer and CenturyLink must execute a separate amendment to this Agreement. Page 16 of 30 ©CenturyLink, Inc. All Rights Reserved. NSP-114895 CONFIDENTIAL v1.112114 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP 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")and CenturyLink®Hosted VoIP("Hosted VoIP")(collectively,"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 CenturyLink. 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 intemet 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 httD://www.centurvlink.com/tariffs/dc 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 VoIP,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(a)for SIP Trunk the document located at http://www.centurvlink.com/leoal/IQSIP/ALaCarteRatesv1.pdf; and(b) for Hosted VoIP Service the document located at http://www.centurvlink.com/legal/HostedVolP/ALaCarteRatesv1.pdf; The Rate Sheets include additional pricing for Hosted VolP and SIP Trunk optional features,domestic Off-Net long distance and toll free terms and pricing,and MACD charges. The Rate Sheets are incorporated herein by reference. "Renewal Term"means renewal periods equal to the Initial Term that commence once the Initial Term is complete. "Router"means a router or router/switch approved by CenturyLink for use with the Service. NSP#: 114985 Page 1 of 30 ©CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT "RSS"means the International Rates and Services Schedule which can be found at httD://www.centurvlink.com/tariffs/fcc dc ixc rss no 2.Ddf 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 httr://www.centurvlink.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. SIP Trunk Service Test. 2.1 Scope. CenturyLink will provide SIP Trunk Service on a testing basis("Service Test")for the duration of the Test Period. The intent of the Service Test is to evaluate the interoperability of the Service and to gather information to evaluate feasibility of Customer continuing with the Service after the Test Period.Customer understands that there is no guarantee that Service will be interoperable with Customer's equipment, and that no rights or obligations will be created or implied as a result of the Service Test. CenturyLink reserves the right to eliminate or modify certain components of Service at any time without notice to Customer. 2.2 Test Period.The SIP Trunk Test Period will begin on the Start of Service Date and will not exceed 60 days("Test Period") unless otherwise authorized by CenturyLink. Notwithstanding the foregoing,CenturyLink reserves the right to terminate or extend the Test Period at any time in its sole discretion. Notice of Test Period termination or extension may be provided to Customer via email. At any point during the Test Period,Customer may terminate the Service without liability for Cancellation Charges, If Customer does not terminate Service on or before the last day of the Test Period,Customer will be deemed to have agreed to purchase the Service and the Agreement,including this Service Exhibit,will continue to apply to the purchased Service.The Service Term for the purchased Service for the Customer Locations shown below will be measured from the Test Period's Start of Service Date.The following provisions of this Section 2 will also continue to apply to Service at the conclusion of the Test Period: Post-Test Period Pricing, Service Limitations,Confidentiality; Publicity,and Ownership.The remainder of this Section 2 will no longer apply. 2.3 Termination by Customer. Customer may terminate the Service Test by notifying CenturyLink in writing at any time during the Test Period without incurring any Cancellation Charges. Termination of the Service Test will be effective 30 days after CenturyLink receives such notice. If Customer does not provide CenturyLink such written notice during the Test Period,the Service will continue after the Test Period as indicated in Section 2.2 above. 2.4 Service Included in Test Period. As part of the Service Test,CenturyLink will provide up to 100 SIP Trunk Sessions. Customer may select any Session type. Customer may also order all of the SIP Trunk Seat types and all of the Service features and options identified in this Service Exhibit during the Test Period except for the following,which are not available during the Test Period: porting of existing numbers, Dedicated VoIP Interconnect, Receptionist Web Console and Hosted VoIP Seats. All voice traffic must be delivered in an IP format over a separately purchased CenturyLink IQ Networking Internet Port, Private Port,or Enhanced Port. The Service Test will be at the following Customer locations using the following Customer—owned equipment. If Customer is also renting Router(s)for use with Test Service,those Router(s)and associated pricing are identified in a separate Rental CPE Rate Attachment. SIP Trunk Service Test Information* Customer Location Description of CPE device(model and Number of Sessions terminating software version of Session Border at that device Controller and IP PBX) 915 10th Street,Greele ,CO,80631 Call Manager 10.5 with Cisco 3925 Routers w/ y Cube Licenses 50 Standard Sessions *The CPE devices shown above are not required to be on CenturyLink's Approved CPE list or covered by a CenturyLink CPE maintenance plan, including after the Test Period.Therefore, Section 3.2. (f)(i)and(ii)do not apply. 2.5 Service Limitations.Customer understands and acknowledges that CenturyLink may not be able to support the CPE devices listed at the Customer locations listed above to the same degree that it does for standard Service.As a result,the Hosted VoIP and SIP Trunk SLA does not apply to Service associated with those CPE devices shown above or any subsequent locations that use the same equipment.These limitations apply both during and after the Test Period.All voice traffic used with the CPE devices listed above must be delivered in an IP format over a separately purchased CenturyLink IQ Networking Internet Port, Private Port,or Enhanced Port. NSP#: 114985 Page 2 of 30 ®CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT 2.6 Charges During Service Test. Except as indicated below,CenturyLink will credit the SIP Trunk Session MRCs,SIP Trunk seat MRCs, and other Service charges for optional features available with the Service shown in the SIP Trunk Pricing Attachment and the Rate Sheet during the Test Period. CenturyLink will also waive the Service NRCs during the Service Test. Customer will be responsible for any Extended Wiring charges, usage charges for Basic SIP Trunk Sessions,expedited installations,and international Off-Net long distance and toll free calls. Customer will also be responsible for usage charges for domestic Off-Net long distance and toll free calls in excess of the minutes shown in the Rate Sheet. Additionally,Customer will be responsible for any MRCs and NRCs for the CenturyLink IQ Networking Service, Local Access Service associated with Service,and any rental of Routers and CPE maintenance. Customer may terminate eligible CenturyLink IQ Networking Ports associated with the Service Test without incurring any CenturyLink IQ Networking Cancellation Charges by notifying CenturyLink in writing at the same time Customer provides notice of terminating the Service Test. Such notice must be during the Test Period. Eligible Ports must be new and the Port bandwidth must(a) be DS1 through 4xDS1 or(b)if Ethernet, not exceed 100 Mbps. 2.7 Post-Test Period Pricing. Pricing after the Test Period is shown in the Pricing Attachment and Rate Sheet,and is based on Customer's anticipated purchase of the listed number of SIP Trunk Sessions,seats,and features at the locations indicated above. If Customer increases or decreases the totals shown in the Pricing Attachment,CenturyLink reserves the right to adjust the rates specified in the Pricing Attachment based on.Customer's actual purchase. 2.8 Customer Responsibilities During Test Period. (a) Customer is responsible for all access and related costs of dedicated facilities to connect to the CenturyLink IP network. Dedicated Internet access and other access products may be purchased pursuant to a separate CenturyLink agreement. (b) Customer will designate a technical representative to work with CenturyLink during the Service Test. Customer will promptly provide CenturyLink with information that can be used to evaluate: (a)the overall interoperability of the Service; and(b)whether any enhancements to the Service,systems, methods and procedures,or processes are needed to improve Service interoperability. Customer will also provide CenturyLink with information related to testing and performance monitoring,and promptly respond to all questions CenturyLink submits to Customer concerning Service. Customer will notify CenturyLink of any failure,error,problem,or other malfunction of Service within 24 hours. Customer agrees that it will use the Service during the Service Test only for its own internal use and will not offer the Service for sale or otherwise deliver to any third parties. 2.9 CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT TESTING OF 911 EMERGENCY SERVICE IS NOT INTENDED TO BE PART OF THE SERVICE TEST. IF CUSTOMER WISHES TO TEST 911 EMERGENCY SERVICE,CUSTOMER AGREES TO BE FULLY RESPONSIBLE FOR THE CONSEQUENCES OF SUCH TESTING,INCLUDING COORDINATION WITH THE APPLICABLE PSAP AND ANY ASSOCIATED CHARGES.CUSTOMER UNDERSTANDS THAT PLACING NON-EMERGENCY CALLS TO 911 DISRUPTS THE ABILITY OF THE PSAP TO HANDLE ACTUAL EMERGENCY CALLS. 2.10. No Warranties or Guarantees. This is a Service Test,and as such,may involve problems or deficiencies with the Service. CenturyLink offers no warranties relating to the Service. No advice or information given by CenturyLink, its affiliates,agents,contractors or their respective employees will create any warranty. Customer accepts the risks to obtain the Service during the testing period. There is no guaranteed repair completion period,and no payments or claims will be made for nonperformance for the Service Test. CenturyLink's failure to provide the Service at any point during the Test Period,in whole or in part,to the Customer will not constitute a breach of this Agreement and CenturyLink will incur no liability whatsoever for any defect or failure of the Service. Therefore, CenturyLink, its affiliates,agents, and contractors will not be liable for any direct, indirect, incidental,special, reliance,punitive, or consequential damages,or for any lost or imputed profits or revenues or for lost data or costs of cover arising from or related to Services under the Service Test, regardless of the legal theory under which such liability is asserted and regardless of whether CenturyLink was advised of the possibility of any such liability, loss,or damage. 2.11 Confidentiality;Publicity. In addition to any other confidentiality and publicity requirements in the Agreement,Customer shall not,without the prior written consent of CenturyLink issue any public announcement or otherwise make any other disclosure regarding the Service Test,the Services provided under the Service Test,or the terms of this Agreement, including but not limited to comments in any chat rooms,on blogs,or on any other publicly available sites or via any other public media. 2.12 Ownership. Customer agrees that CenturyLink and its third-party vendors own all rights,title,and interest,including but not limited to copyright, patent,trade secret,and all other intellectual property rights, in the Service,any associated trial materials and trial data. Customer hereby irrevocably assigns to CenturyLink all of its right,title,and interest in and to any and all technology(except where Customer is testing the interoperability of its equipment with the Service),know-how,and other information incorporated into the Service alone or jointly with others in connection with the development of the Service or any modifications of or improvement to the Service which Customer may propose or that CenturyLink makes as a result of input from Customer(collectively,the"Services Technology"),and all copyrights,trade secrets,patent rights,and other intellectual property rights relating to such Services Technology. 3. Service. 3.1 Description. SIP Trunk and Hosted VoIP are described in separate subsections below. Features and options available only with SIP Trunk are listed in the"SIP Trunk"sub-section. Features and options available only with Hosted VoIP are listed in the"Hosted NSP#: 114985 Page 3 of 30 ®CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT VoIP Service"sub-section. Features and options available with both Services are listed in the"Common Features"sub-section. Each Hosted VoIP and SIP Trunk seat includes one TN. (a) SIP Trunk. 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 Approved Connectivity. Customer must purchase Standard, Enterprise, or Basic Sessions with the Service. Features listed in this section(a)are only available with SIP Trunk. (i) Basic SIP Trunk Sessions. Basic 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,and failover. All long distance and toll free calls delivered over this Session type are metered and are not eligible for the waived minutes of use under the"LD/TF Offer"shown in the Rate Sheet. (ii) Standard SIP Trunk Sessions. Standard SIP Trunk Sessions include the features included in Basic SIP Trunk Sessions plus 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. (iii) 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. (iv) Optional SIP Trunk Features. The optional features listed in this section are available only with SIP Trunk. (1) SIP Trunk Basic Seats. SIP Trunk Basic Seats are designed for use with Basic SIP Trunk Sessions only. All calls made from SIP Trunk Basic seats are metered. (2) 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. (3) 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 as well as Anywhere and MobileLink access. (4) 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,Anywhere and MobileLink. (5) Enhanced 911 Service. 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. Customer may purchase optional Enhanced 911 Service for an additional charge. Enhanced 911 Service provides Customer the option to have an E911 service address per TN that is different than a main business TN. (6) 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. (b) Hosted VolP Service. Hosted VoIP Service is an IP application that provides real time,two-way voice capability in IP over a broadband connection. Customer may purchase Service on a per seat basis. Except as otherwise indicated herein,the MRC for Hosted VoIP Seats includes rental of one IP Device. Hosted VoIP seats include the specific features identified below based on Seat type. Additional charges apply for optional features listed below,and, if applicable, for Router rental and maintenance. Subject to Approved Connectivity and Approved CPE limits,Customer may order up to a maximum of 10,000 Hosted VolP seats/TNs per location. Features listed in this section(b)are only available with Hosted VoIP. (I) Hosted VolP Basic Seats. Basic Seats are designed for a lobby, break room,cafeteria or shop area that is not assigned to a specific End User. Basic Seats include: the ability to make On-Net and Off-Net Calls,an End User Portal, an Administrator Portal,call waiting, and call forwarding,as well as other features,some dependant on IP handset model or Soft Phone software. Basic Seats do not include voice mail. Information regarding IP handset or Soft Phone features supported by the Service is available from a CenturyLink Sales Representative. The End User Portal provides access to call logs,click-to-call and other features. The Administrator Portal enables Customer administrator functionality, including the ability to set up End Users, implement some moves, adds,changes,and deletions,and implement calling restrictions. (ii) Hosted VolP Standard Seats. Standard Seats 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 the features listed for Basic Seats above, plus a standard feature package and voicemail. NSP#: 114985 Page 4 of 30 ©CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT (iii) Hosted VoIP Conference Room Seats. Conference Room seats have the same features as a Standard Seat,and are tailored for the purpose of attaching a Conference Room phone,which often is a speaker phone model. Customer may enable or disable features best suited for that phone type in the Administrator Portal. Conference Room Seats do not include voice mail. (iv) Hosted VoIP Premium Seats. Premium Seats are designed to fit the needs of the majority of a company's professional employees. Premium Seats provide End Users with advanced IP phone features as well as premium phone and soft client access. Premium Seats include the features listed for Basic and Standard Seats above, plus an advanced feature package and Microsoft® Outlook®integration. (v) Hosted VoIP Receptionist Seats. Receptionist Seats have the same features as a Premium Seat, and are intended for use by Customer End Users who handle multiple calls and redirect those calls to other Customer End Users within their business group. Receptionist Seats may either use IP Phones with up to three side car modules to expand the call appearance capacity,or a Receptionist Web Console. Additional charges apply for side car modules and the Receptionist Web Console. The Receptionist Web Console window is integrated with the call manager feature,enabling functions such as click-to-transfer or click-to-dial. The Receptionist Web Console graphically displays End Users'status(busy, idle,or do not disturb), as well as detailed call information. Additional display management options are also available with the Receptionist Web Console. (vi) Hosted VoIP Admin Seats. Admin seats are intended for use by Customer End Users who handle multiple calls and redirect those calls to other Customer End Users within their business group.Admin seats may either use IP Phones with one side car module to expand the call appearance capacity,or a Receptionist Web Console. An additional charge applies for the Receptionist Web Console. The Receptionist Web Console window is integrated with the call manager feature,enabling functions such as click-to- transfer or click-to-dial. The Receptionist Web Console graphically displays End Users'status(busy, idle,or do not disturb),as well as detailed call information.Additional display management options are also available with the Receptionist Web Console. (vii) Hosted VoIP Analog Seats. An analog seat does not include a physical device(like a phone). This seat is designed to accommodate multiple analog devices that may be directly connected back to analog telephone equipment on Customer's premise. A TN associated with an analog seat can be used as a line appearance on a phone,but cannot be used as the primary TN. Analog seats have the same features as Premium Seats,except for the associated physical device. (viii) Hosted VoIP Contact Center Basic Seats. A Contact Center Basic Seat allows End Users to be assigned to a Contact Center group.The Contact Center(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 when an End User becomes available. Each Contact Center group requires a dedicated telephone number(which is an Available TN)for inbound calls that is separate from each End User's telephone number that is assigned to the Call Center Basic Seat.Contact Center Basic Seat seats include the same features as a Premium Seat. (c) Common Features. Customer may purchase the following optional services with both SIP Trunk and Hosted VoIP 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 or Hosted VoIP seat is based on the area code and prefix assigned to the End User and does not depend on the End User's physical location. (i) 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. (ii) Auto Attendant. An additional MRC and NRC apply for each auto attendant. (iii) 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. (iv) 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 Hosted VolP or SIP Trunk Premium Seats,except for the associated physical device. (v) 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. (vi) Anywhere TNs. Customer can order optional Anywhere TNs(find me, follow me capability)with Hosted VoIP and SIP Trunk Premium Seats and with SIP Trunk Mobility Seats. An additional MRC and NRC apply for each Anywhere TN. (vii) Local,8XX and On-Net Calls. Local calls,8XX outbound calls,and On-Net Calls are included in the Standard, Premium, Conference Room, Receptionist and Basic Hosted VoIP seat MRCs,and in the Standard and Enterprise SIP Trunk Session MRCs. (viii) 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 NSP#: 114985 Page 5 of 30 m CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT 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. (ix) Toll-Free. 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 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. (x) 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: httD://www.centurvlink.com/tariffs/fcc do oos t.odf. (xi) Directory Listing. An additional MRC applies to each basic business white page listing of a telephone number. (xii) Directory Assistance. A flat per call charge applies to directory assistance. (xiii) 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. (xiv) 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 Hosted VoIP,desktop and mobile Soft Phones can only be purchased in conjunction with Standard or Premium Seats.When purchased with SIP Trunk,desktop and mobile Soft Phones can only be purchased in conjunction with Premium or Mobility Seats. (xv) 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. 3.2. 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 in the technical interview that the Customer Environment does not meet the specifications needed to use the Service,Customer may terminate the Service without liability for any Cancellation Charge.. (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(where Service is added to existing Approved Connectivity),or a maximum of two Customer site visits(where 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 NSP#: 114985 Page 6 of 30 ®CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP 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.centurvlink.com/Ieoal/. 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 Web site. (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. (c) Approved Connectivity and CPE. Service may only be used with Approved Connectivity and Approved CPE. Except for IP handsets,which are included with Hosted VoIP Service, Customer must purchase Approved 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. (1) 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. 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. (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 bridged line appearances("Remote BLAs")or remote shared call appearances("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. NSP#: 114985 Page 7 of 30 ®Centurylink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP 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). (i) Use of Service at a Temporary Location. This section applies to Hosted VoIP Service. It only applies to SIP Trunk 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:VolP 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 4.1 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 Intemet 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 CenturyL ink 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 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 NSP#: 114985 Page 8 of 30 ®CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT terminate Service at that location. Additionally, the Start of Service Date and commencement of billing will not depend on completion of porting. 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(for SIP Trunk only). CenturyLink allows delivery of outbound calls from Alien TNs, including an 8XX number, to CenturyLink for transmission over SIP Trunk only. 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. (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. 3.3 SLA. Service is subject to the CenturyLink Hosted VoIP and CenturyLink IQ SIP Trunk SLA. The SLA is posted at http://www.centurylink.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 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. 4. 911 Emergency Service. POTENTIALLY HAZARDOUS SITUATION WHICH IF NOT AVOIDED COULD RESULT IN DEATH OR SERIOUS INJURY. PLEASE READ CAREFULLY. 4.1 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 NSP#: 114985 Page 9 of 30 ©CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT 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 72 hours(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(t)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. 4.2 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 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. For SIP Trunk: Unless Customer has purchased the 911 Emergency Service optional feature with SIP Trunk, the PSAP to which the call is directed will be based on the street address for the PPU where SIP Trunk is installed. The number delivered 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. The number delivered to the PSAP 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, and 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 dell the End User back if the call is not completed or is disconnected, and locate the End User and assist with the emergency. If Customer orders the 911 Emergency Service optional feature with SIP Trunk, the "For Hosted VolP"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. 4.3 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. 4.4 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 VolP 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: htto://www.centurvlink.comfiectal/HVIQS1P/911advisorvodf 4.5 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). NSP#: 114985 Page 10 of 30 m CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT 4.6 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. 4.7 911 Calls from Alien TNs(for SIP Trunk only). 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. 4.8 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: WELD COUNTY PRINT CUSTOMER REPRESENTATIVE'S NAME: Barbara Ki rkmeyer, Chair CUSTOMER REPRESENTATIVE'S INITIALS:5. Term;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 Hosted VoIP and 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 Hosted VoIP and SIP Trunk installed at the end of a month is at least 25%less than the total MRC for Customer's Hosted VoIP and 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. 6. 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 Web site(s)designated by CenturyLink for that pricing, or providing any other notice to Customer). 7. AUP. All use of the Services will comply with the AUP, posted at http://www.centurylink.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 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. 8. 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. 9. Service Upgrades/MACDs. CenturyLink reserves the right to modify the Upgrade and MACD charges at any time without notice to Customer. 9.1 Addition of Hosted VoIP or SIP Trunk Seats or SIP Trunk Sessions During Term. Customer may add additional Hosted VoIP seats or 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 Hosted VoIP seat and 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 Service, NSP#: 114985 Page 11 of 30 ©CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 0.2a/ - . 260919 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT 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 Hosted VoIP seat and 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 Hosted VoIP seats and SIP Trunk seats and Sessions added during the Term. 9.2 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. 9.3 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"section below. 10. Rental CPE. 10.1 General.CenturyLink will provide Customer with rental customer premises equipment and software license offerings (collectively, "CPE")and CPE installation and maintenance("Service")for use with Service under the terms set forth in this section and the Agreement. CPE,as defined herein,does not include CPE purchased by Customer. 10.2 Eligibility.In order to qualify for rental of CPE under this section,Customer must also purchase CenturyLink Hosted VoIP or CenturyLink IQ SIP Trunk("Underlying Service"). This section will not apply to Rental CPE ordered for use with other services, including any routers or switches rented for use with Approved Connectivity. 10.3 Delivery; Return. Delivery will be made either by F.O.B.origin,freight paid by Customer, or personal delivery by CenturyLink to the Customer location as identified in writing by Customer.CPE will be installed as designated herein or as the parties otherwise agree.Except as otherwise provided in the Agreement, upon termination of Service,or when Customer replaces CPE with upgraded models,Customer must return terminated or replaced CPE at its own expense within 15 calendar days of termination or replacement. CenturyLink will provide Customer with return instructions. Customer will deliver CPE to CenturyLink in the same condition it was on the Effective Date,normal wear and tear excepted,and give CenturyLink written notice of such return. If CPE is not returned within 15 calendar days,Customer will become owner of and bear all responsibility for the terminated or replaced CPE and CenturyLink may invoice Customer the then-current value of the applicable CPE model("Replacement Cost"),plus a$100 administrative charge per CPE device. 10.4 Ownership and Use. Except as provided in the"Delivery; Return"section, CPE is the personal property of CenturyLink, its designee or a third party provider, even if attached to Customer's real property or any improvements,and are held by Customer subordinate to the rights of CenturyLink.Customer will at its own expense,keep the CPE free of any encumbrances;and not alter or affix anything to the CPE,except as approved by CenturyLink in writing.CenturyLink may inspect the CPE at any time. Following delivery,Customer bears the entire risk of loss or damage to the CPE from any cause(collectively,"Loss"), until returned to CenturyLink. Customer will advise CenturyLink in writing within five business days of any Loss.A Loss will not relieve Customer of its payments obligations. 10.5 Software License. Software licensor retains title to the software. To the extent possible,CenturyLink grants Customer a software license or sublicense in the software according to the licensing agreement accompanying such software,which extends only to Customer's own internal business use of such software and only on or with the designated CPE. Software must be held in confidence and may not be reproduced unless specifically authorized by the software licensor.Customer may not reverse engineer, decompile,disassemble the CPE,or otherwise attempt to derive the source code of the software.All CPE is subject to the terms and conditions set forth in the manufacturer's or publisher's warranty or end-user license. 10.6 Insurance. At its own expense,after delivery of the CPE,Customer will maintain the following insurance:(i)"All-Risk" property insurance covering the CPE for full replacement value, naming CenturyLink or a CenturyLink-designated third-party provider as a loss payee;and(ii)commercial general liability insurance with limits of not less than$1,000,000 per occurrence and aggregate, naming CenturyLink by endorsement as an additional insured, unless such insurance is required elsewhere in this Agreement at higher limits. Such insurance will be placed with insurers who have a minimum"Best's"rating of A-VII(A-7). Upon request,Customer will provide insurance certificates evidencing such insurance. 10.7 Charges. The MRC for rental of an IP handset is included in the applicable Hosted VoIP seat MRC. IP handsets are not included with SIP Trunk seats. Charges will commence within five days of Start of Service Date. CenturyLink may cease providing Service and demand return of CPE if payment is past due. 10.8 CPE Replacement Recovery Charge. Where CPE rented from CenturyLink is replaced due to loss or damage not covered by maintenance under the applicable Detailed Description(for example,damage from accident,misuse or abuse),Customer will pay: (A)the Replacement Cost for the damaged CPE,and(B)a one-time charge to cover CenturyLink's cost to ship the new CPE. If Customer requires on-site assistance from CenturyLink to install the replacement CPE, an additional dispatch charge will apply. CenturyLink will quote the charges in advance,obtain Customer's approval,and invoice the charges within 60 days. Customer is responsible for any claim for reimbursement from its insurance carrier. The terms and conditions in this Rental CPE section will continue to apply. Replacement CPE may or may not be the same model. 10.9 Term. CPE and Service ordered during a Term will commence on the Start of Service Date and continue for the duration of the Initial Term("CPE Term").CPE and Service automatically renew on a month-to-month basis at then-current rates when the CPE Term expires. If Customer terminates the Agreement or any CPE and Service prior to CPE-Term expiration for reasons other than NSP#: 114985 Page 12 of 30 ®CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT Cause,Customer will pay to CenturyLink:(i)all charges for CPE and Service provided through the termination date;and(ii)a Cancellation Charge of 100%of the MRC times the number of months remaining in the CPE Term. 10.10 Safety Compliance. Customer will indemnify and hold CenturyLink harmless from any liability arising from Custo'er's failure to inform CenturyLink of Hazardous Substances. 10.11 Routers. Router rental and maintenance provisions under this Service Exhibit apply only if Customer is purchasing a la carte CenturyLink Approved Connectivity with Service,and renting Routers from CenturyLink for use with Service. If Customer is purchasing CenturyLink Data Bundle Approved Connectivity for use with Service, rental and maintenance of Routers will be governed by the Data Bundle and Rental CPE terms and conditions. If Customer elects to rent Routers for use with Service,the MRC for Router rental and maintenance is not included in the seat MRC,and will be shown in a separate Rental CPE Rate Attachment. The Routers provided with Service vary depending on the port speed and number of seats Customer orders for a location. 10.12 Maintenance and Configuration Changes. CenturyLink will perform all maintenance and configuration of any Rental CPE Routers,which will be password protected upon installation. In some cases,CenturyLink may use repackaged Rental CPE,or substitute Rental CPE with another CPE device at CenturyLink's sole discretion. Rental CPE maintenance is provided under the terms and n co ditions of the applicable Detailed pp to ed Description available at htto://www.centurvlink.com/lecial/and incorporated by reference. The Detailed Description for Pro-MET®Remote Standard maintenance covers CenturyLink-provided 8x5 next business day("NBD")remote maintenance and applies to IP Devices. The Detailed Description for Pro-MET®On-Site Standard maintenance covers 8x5 NBD on- site maintenance and applies to Routers maintained by CenturyLink. The Detailed Description for Manufacturer Maintenance applies to Routers maintained by the Rental CPE manufacturer. Maintenance included with Service does not apply to routers or other devices provided with Approved Connectivity. CenturyLink may change the Detailed Descriptions at any time with the change effective upon posting. 10.13 Spare IP Devices. If Customer wishes to rent spare IP handsets or other IP Devices,additional MRCs and NRCs for those items are not included in the MRCs or NRCs shown in the Pricing Attachment, but are shown in a separate Rental CPE Rate Attachment. 10.14 Additional Limitation of Liabilities. If CPE contains a firewall or other security features, CenturyLink makes no warranty, guarantee,or representation,express or implied,that all security threats and vulnerabilities will be detected or that the performance of Service will render Customer's systems invulnerable to security breaches. Customer is responsible for Customer's own network security policy and security response procedures. If any equipment or software not provided by CenturyLink impairs Customer's use of CPE, Service or an Underlying Service Customer will nonetheless be liable for payment for all CPE,Service and Underlying Service provided by CenturyLink. NSP#: 114985 Page 13 of 30 ®CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 DocuSign Envelope ID:DF437C3D-207E-4886-B2C4-F0780881CCF7 CENTURYLINK®TOTAL ADVANTAGE®AGREEMENT CENTURYLINK IQ®SIP TRUNK AND CENTURYLINK®HOSTED VOIP SERVICE EXHIBIT PRICING ATTACHMENT PRICING ATTACHMENT 1. CenturyLink IQ SIP Trunk Initial Service Ordered and Pricing: 1.1 CenturyLink IQ SIP Trunk Initial Locations and Seat Quantities(Applicable to SIP Trunk Only). SIP TRUNK—24 MONTH INITIAL TERM Service Location Service Details per Location 915 10th 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—24 MONTH INITIAL TERM Extended Session MRC Session Type Session Quantity Session MRC (Per Session MRC times Session (per per (per Session) Quantity) Session) SIP Trunk Standard Session 150 $15.00 $2,250.00 $0.00 SIP TRUNK SEAT PRICING-24 MONTH INITIAL TERM Seat MRC Extended Seat MRC Seat NRC Seat Type* Seat Quantity (Per Seat MRC times (per Seat) Quantity) (per Seat) SIP Trunk Standard Seats 1500 $0.16 $240.00 $0.00 1.3 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. NSP#: 114985 Page 14 of 30 ©CenturyLink, Inc.All Rights Reserved CONFIDENTIAL v1.042115 ATTEST: BOARD OF COUNTY COMMISSIONERS Wel yaunty Clerk to the Bo.rd WELD COUNTY,COLORADO BY: Deputy Clerk t e :oard IS La arbara Kirkmey r,Chair fit= ♦ AUG 10M OVED AS F SDI /��t 0O ____APffO � pIP2Oti(ED AS TO St IB E: L-A1-46a4q 1•44 Controller !Ii E e ficial or Department Head ROVED S TO FORM: Al 14 Director of General Services County Attorney Hello