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04-09-2013 CenturyLink Interstate Private Line and Advanced Network Services AgreementCENTURYLINK INTERSTATE PRIVATE LINE AND ADVANCED NETWORK SERVICES AGREEMENT This interstate agreement ("Agreement') is between Qwest Corporation d/b /a CenturyLink QC including its subsidiary El Paso County Telephone Company ("CenturyLink "), and Town of Avon ( "Customer") and will become effective on the latest signature date (the "Agreement Effective Date'). CenturyLink Services are available only in Centuryl-ink's local service areas in the following states: Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington, and Wyoming. Using CenturyLink's electronic signature process for the Agreement is acceptable. Town of Avon Authorized Signature 1~0 1�a\(OA - '-'Rtchcoa -< Z[L Name Typed o rinted Title v �" N la Iv Date Customer's address for notices: P.O.. Box 975, Avon, CO 81620 Customer's facsimile number: 970 - 949 -9139 Person designated for notices: General Counsel Q est Corporation dl CenturyLink QC orized Si Name Typed or Printed p Title IL::) t3 Date I. Services. CenturyLink will provide, and Customer will purchase, the services ( "Services ") set forth in the service exhibits ( "Service Exhibits "). Customer understands the Agreement is for CenturyLink private line and advanced communications services capable of transmitting 200 Kbps or greater in each direction and listed below. Services that are lower than 200 Kbps must be purchased under separate contract or tar'rff. CenturyLink will provide Service for locations listed on the Pricing Attachment and when adequate capacity is available. The Service Exhibits attached to the Agreement and incorporated by this reference as of the Agreement Effective Date are shown below: ❑ ATM ® CenturyLink Metro Optical Ethernet or Metro Ethernet ❑ Optional Minimum Billing Level FR ( "Metro Ethernet") El ❑ HDTV -Net ❑ Self - Healing Network Service ( "SHNS ") ❑ Synchronous Service Transport ( "SST") ❑ Frame Relay ( "FR ") ❑ Optical Wavelength Service 1.1 Jurisdiction. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Term, more than 10% of its usage will be interstate usage. 1.2 Construction. CenturyLink may assess separate Construction charges if facilities are not available to meet an order for Service and CenturyLink constructs facilities under one or more of the following circumstances: (a) the amount of Customer's expected payments over the term of the Agreement does not exceed Centuryl-ink's calculated cost of providing the Service plus its expected rate of return; (b) Customer requests that Service be furnished using a type of facility, or via a route that CenturyLink would not normally utilize in providing the requested Service; (c) more facilities are requested than would normally be required to satisfy an order, and (d) Customer requests that Construction be expedited, resulting in added cost to CenturyLink. 1.3 Expedite. Any Customer requests for CenturyLink to Expedite the delivery of Service before the standard or negotiated Service Due Date will be deemed an expedited order and Expedite charges will apply. Upon Centuryl-ink's receipt of an Expedite request from Customer, Customer and CenturyLink will mutually agree to a new Service Due Date. 1.4 Service Changes. Customer may add, move, or upgrade each Service in a Pricing Attachment via an Amendment to the Agreement. New Service and any addition, move, or upgrade to existing Service is subject to the terms of the RSS in effect when the Amendment to add, move, or upgrade existing Service is executed or for new Service when the new Service is installed. Existing terms and conditions will continue to apply to existing Service. But if an RSS change results in a conflict with the terms and conditions applicable to the Service, then Customer must agree to an amendment modifying the terms and conditions before CenturyLink will provision the new Service or the additions, moves, or upgrades to existing Service. 1.5 Service Interruptions. Service interruption means a total disruption of the Service subject to restrictions and exclusions outlined in an SLA or in the RSS. Services with a Service - specific SLA are subject to the credit for service interruptions contained in the applicable SLA and described in the RSS posted at www.gwest.centurylink.com/legal. Services without a Service - specific SLA are subject to the credit for service interruptions contained in the RSS. The credits outlined in the SLAs or RSS are Customer's sole and exclusive remedy for interruptions of any kind to the Service. CenturyLink may, from time to time, suspend Service for routine maintenance or rearrangement of facilities or equipment. CenturyLink will give advance notification of any such suspension of Service. Such suspension of Service is not considered an out -of- service condition unless Service is not restored by the end of the period specified in the notification. Page 1 of 6 © CenturyLink, Inc. All Rights Reserved CONFIDENTIAL v1.082112 CENTURYLINK INTERSTATE PRIVATE LINE AND ADVANCED NETWORK SERVICES AGREEMENT 1.6 Customer Responsibilities. Customer Is responsible for the following: (a) On -Site Operations. All Customer operations concerning Service at Customer's premises will be performed at Customers expense, and Customer will be required to conform to all applicable specifications that CenturyLink may adopt as necessary to maintain Service. Any special structural work required for supporting telecommunications facilities needed to provide Service on Customer's premises will be provided only at Customer's expense. (b) Customer will properly use the Service. Customer will not itself or permit others to use the Service in ways it is not intended or alter, tamper with, adjust, or repair the Service. (c) Installation, Maintenance, and Repair. (i) Customer will reasonably cooperate with CenturyLink or its agents to install, operate, maintain, or repair Service. Customer will provide or secure at Customers expense appropriate space and power and rights or licenses if CenturyLink must access the building of Customers premises to install, operate, or maintain Service or associated CenturyLink equipment. These items may include, for example, rights to use or install pathways, shafts, risers, conduits, telephone closets, interior wiring, service areas, racks, cages, and utility connections or entries required to reach point of termination. CenturyLink may refuse to install, maintain, or repair Services if any condition on Customers premises is unsafe or likely to cause injury. (ii) 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 notrfy Customer of the dispatch fee. CenturyLink will assess a dispatch fee if it determines the problem is on Customers side of the Demarcation Point or was not caused by CenturyLink's facilities or equipment on CenturyLink's side of the Demarcation Point. (iii) If a service interruption occurs due to Customers failure to fulfill its obligations in this section, CenturyLink will be exempt from meeting the specified SLAs for that service interruption. 2. Agreement Term. The Agreement will remain in effect as long as any Service is offered under it ( "Agreement Term "). Should all Services under the Agreement expire or terminate as contemplated by the Termination section of the Agreement, then the Agreement will terminate. 3. Rates. Rates, including Rates for optional features or functions, are set forth in each Pricing Attachment for informational purposes. Customer will receive the Rates in effect in the RSS on the Service Acceptance Date. CenturyLink will keep an archive of the RSS Web pages listing Rates, including dates of Rate changes. Customer agrees that Centuryl-ink's archive is conclusive evidence in the event of a dispute. CenturyLink reserves the right to modify rates and charges due to Regulatory Activity and will provide as much prior written notice as practicable but not less than 14 calendar days' notice. 4. Payment. 4.1 Customer must pay CenturyLink all charges by the due date on the invoice if specified. Any amount not paid when due is subject to a late payment charge of the lesser of 1.5% per month or the maximum rate allowed by law. In addition to payment of charges for Services, Customer must pay CenturyLink any applicable Taxes assessed in connection with Services. Taxes may vary and are subject to change. 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/remft only (where available) paper invoice provided to Customer. Those charges will not apply to an invoice that is not available through Control Center. Customers 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 Customers payment preferences deviate from Centuryl-ink's standard practices. 4.2 If Customer requests items from the RSS for which charges do not appear in a Pricing Attachment, CenturyLink will inform Customer of the charges at the time of the request, giving Customer the opportunity to cancel the request, rather than incurring the charges. Those items may include, but are not limited to: (a) Expedites, including third -party charges incurred by CenturyLink in connection with the Expedite; (b) CPE; (c) Construction; (d) Termination Charges; (e) charges for labor, testing, or design changes: (f) inside wiring; and (g) additional administrative charges that may be applied for services not described on Pricing Attachments or for requests to provision Services in a manner inconsistent with CenturyLink's then - current practices. Customer will pay such charges regardless of whether Customer cancels Service or CenturyLink fails to deliver on the requested Expedite date, unless such failure was caused by CenturyLink. 4.3 CenturyLink will require Customer to accept Service by the end of the Grace Period, in which case CenturyLink will commence with regular monthly billing for the Service and Customer agrees to pay for the billed Service. If Customer has not accepted the Service by the end of the Grace Period, then CenturyLink may terminate the Service subject to the Termination section of the Agreement. 5. Confidentiality. Neither CenturyLink nor Customer will, without the prior written consent of the other party: (a) disclose any of the terms of the Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the others Confidential Page 2 of 6 © CenturyLink, Inc. All Rights Reserved CONFIDENTIAL v1.082112 CENTURYLINK INTERSTATE PRIVATE LINE AND ADVANCED NETWORK SERVICES AGREEMENT This interstate agreement ( "Agreement ") is between Qwest Corporation d /b /a CenturyLink QC including its subsidiary El Paso County Telephone Company ( "CenturyLink "), and Town of Avon ( "Customer') and will become effective on the latest signature date (the "Agreement Effective Date "). CenturyLink Services are available only in CenturyLink's local service areas in the following states: Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington, and Wyoming. Using CenturyLink's electronic signature process for the Agreement is acceptable. Town of Avon Autho ized Signature 1 ou�tZ a�laVt_- t C_K Ca y-�Z 1L Name Typed or Printed Title L4 Ict 113 Date Customer's address for notices: P.O.. Box 975, Avon, CO 81620 Customer's facsimile number: 970 - 949 -9139 Person designated for notices: General Counsel Qwest Corporation d /b /a CenturyLink QC Authorized Signature Name Typed or Printed rlmr Date 1. Services. CenturyLink will provide, and Customer will purchase, the services ( "Services ") set forth in the service exhibits ( "Service Exhibits "). Customer understands the Agreement is for CenturyLink private line and advanced communications services capable of transmitting 200 Kbps or greater in each direction and listed below. Services that are lower than 200 Kbps must be purchased under separate contract or tariff. CenturyLink will provide Service for locations listed on the Pricing Attachment and when adequate capacity is available. The Service Exhibits attached to the Agreement and incorporated by this reference as of the Agreement Effective Date are shown below: ❑ ATM ® CenturyLink Metro Optical Ethernet or Metro Ethernet ❑ Optional Minimum Billing Level FR ( "Metro Ethernet ") ❑ GeoMax° ❑ HDTV -Net ❑ Self - Healing Network Service ( "SHNS ") ❑ Synchronous Service Transport ( "SST ") ❑ Frame Relay ( "FR ") ❑ Optical Wavelength Service 1.1 Jurisdiction. Customer understands that Service is an interstate telecommunications service, as defined by Federal Communications Commission regulations and represents that during the Term, more than 10% of its usage will be interstate usage. 1.2 Construction. CenturyLink may assess separate Construction charges if facilities are not available to meet an order for Service and CenturyLink constructs facilities under one or more of the following circumstances: (a) the amount of Customer's expected payments over the term of the Agreement does not exceed CenturyLink's calculated cost of providing the Service plus its expected rate of return; (b) Customer requests that Service be furnished using a type of facility, or via a route that CenturyLink would not normally utilize in providing the requested Service; (c) more facilities are requested than would normally be required to satisfy an order; and (d) Customer requests that Construction be expedited, resulting in added cost to CenturyLink. 1.3 Expedite. Any Customer requests for CenturyLink to Expedite the delivery of Service before the standard or negotiated Service Due Date will be deemed an expedited order and Expedite charges will apply. Upon CenturyLink's receipt of an Expedite request from Customer, Customer and CenturyLink will mutually agree to a new Service Due Date. 1.4 Service Changes. Customer may add, move, or upgrade each Service in a Pricing Attachment via an Amendment to the Agreement. New Service and any addition, move, or upgrade to existing Service is subject to the terms of the RSS in effect when the Amendment to add, move, or upgrade existing Service is executed or for new Service when the new Service is installed. Existing terms and conditions will continue to apply to existing Service. But if an RSS change results in a conflict with the terms and conditions applicable to the Service, then Customer must agree to an amendment modifying the terms and conditions before CenturyLink will provision the new Service or the additions, moves, or upgrades to existing Service. 1.5 Service Interruptions. Service interruption means a total disruption of the Service subject to restrictions and exclusions outlined in an SLA or in the RSS. Services with a Service - specific SLA are subject to the credit for service interruptions contained in the applicable SLA and described in the RSS posted at www.qwest.centurylink.com /legal. Services without a Service - specific SLA are subject to the credit for service interruptions contained in the RSS. The credits outlined in the SLAB or RSS are Customer's sole and exclusive remedy for interruptions of any kind to the Service. CenturyLink may, from time to time, suspend Service for routine maintenance or rearrangement of facilities or equipment. CenturyLink will give advance notification of any such suspension of Service. Such suspension of Service is not considered an out -of- service condition unless Service is not restored by the end of the period specified in the notification. Page 1 of 6 © CenturyLink, Inc. All Rights Reserved CONFIDENTIAL v1.082112 CENTURYLINK INTERSTATE PRIVATE LINE AND ADVANCED NETWORK SERVICES AGREEMENT 1.6 Customer Responsibilities. Customer is responsible for the following: (a) On -Site Operations. All Customer operations concerning Service at Customer's premises will be performed at Customer's expense, and Customer will be required to conform to all applicable specifications that CenturyLink may adopt as necessary to maintain Service. Any special structural work required for supporting telecommunications facilities needed to provide Service on Customer's premises will be provided only at Customer's expense. (b) Customer will properly use the Service. Customer will not itself or permit others to use the Service in ways it is not intended or alter, tamper with, adjust, or repair the Service. (c) Installation, Maintenance, and Repair. (i) Customer will reasonably cooperate with CenturyLink or its agents to install, operate, maintain, or repair Service. 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. These items may include, for example, rights to use or install pathways, shafts, risers, conduits, telephone closets, interior wiring, service areas, racks, cages, and utility connections or entries required to reach point of termination. CenturyLink may refuse to install, maintain, or repair Services if any condition on Customer's premises is unsafe or likely to cause injury. (ii) 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. (iii) If a service interruption occurs due to Customer's failure to fulfill its obligations in this section, CenturyLink will be exempt from meeting the specified SLAs for that service interruption. 2. Agreement Term. The Agreement will remain in effect as long as any Service is offered under it ( "Agreement Term "). Should all Services under the Agreement expire or terminate as contemplated by the Termination section of the Agreement, then the Agreement will terminate. 3. Rates. Rates, including Rates for optional features or functions, are set forth in each Pricing Attachment for informational purposes. Customer will receive the Rates in effect in the RSS on the Service Acceptance Date. CenturyLink will keep an archive of the RSS Web pages listing Rates, including dates of Rate changes. Customer agrees that CenturyLink's archive is conclusive evidence in the event of a dispute. CenturyLink reserves the right to modify rates and charges due to Regulatory Activity and will provide as much prior written notice as practicable but not less than 14 calendar days' notice. 4. Payment. 4.1 Customer must pay CenturyLink all charges by the due date on the invoice if specified. Any amount not paid when due is subject to a late payment charge of the lesser of 1.5% per month or the maximum rate allowed by law. In addition to payment of charges for Services, Customer must pay CenturyLink any applicable Taxes assessed in connection with Services. Taxes may vary and are subject to change. 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. 4.2 If Customer requests items from the RSS for which charges do not appear in a Pricing Attachment, CenturyLink will inform Customer of the charges at the time of the request, giving Customer the opportunity to cancel the request, rather than incurring the charges. Those items may include, but are not limited to: (a) Expedites, including third -party charges incurred by CenturyLink in connection with the Expedite; (b) CPE; (c) Construction; (d) Termination Charges; (e) charges for labor, testing, or design changes: (f) inside wiring; and (g) additional administrative charges that may be applied for services not described on Pricing Attachments or for requests to provision Services in a manner inconsistent with CenturyLink's then - current practices. Customer will pay such charges regardless of whether Customer cancels Service or CenturyLink fails to deliver on the requested Expedite date, unless such failure was caused by CenturyLink. 4.3 CenturyLink will require Customer to accept Service by the end of the Grace Period, in which case CenturyLink will commence with regular monthly billing for the Service and Customer agrees to pay for the billed Service. If Customer has not accepted the Service by the end of the Grace Period, then CenturyLink may terminate the Service subject to the Termination section of the Agreement. 5. Confidentiality. Neither CenturyLink nor Customer will, without the prior written consent of the other party: (a) disclose any of the terms of the Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the Confidential Information of the other party. Each party will use reasonable efforts to protect the other's Confidential Page 2 of 6 © CenturyLink, Inc. All Rights Reserved CONFIDENTIAL v1.082112 CENTURYLINK INTERSTATE PRIVATE LINE AND ADVANCED NETWORK SERVICES AGREEMENT Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. CenturyLink's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under the Agreement, provided that the disclosing party gives the non - disclosing party reasonable prior written notice. 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 WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON - INFRINGEMENT. 9. Limitation of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth below. 9.1 Consequential Damages. NO 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 in the RSS for Services without an SLA; or (b) the total MRCs or usage charges paid by Customer for the affected Service in the one month immediately preceding the event giving rise to the claim if an SLA or applicable RSS language does not exist for the affected Service. 10. 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 is limited to proven direct damages. 11. Other Direct Damages. For all other claims arising out of the Agreement, the maximum liability for Customer and CenturyLink will not exceed in the aggregate the total MRCs and usage charges paid by Customer to CenturyLink under the Agreement in the three months immediately preceding the event giving rise to the claim ( "Damage Cap "). The Damage Cap will not apply to a party's indemnification obligations or Customer's payment obligations under the Agreement. 12. Indemnification. Each party will defend and indemnify the other, their Affiliates, agents, and contractors against all third party claims for damages, liabilities, or expenses, including reasonable attorneys' fees, arising directly from performance of the Agreement and related to personal injury or death, or damage to personal tangible property that is alleged to have been caused by the negligence or willful misconduct of the indemnifying party unless otherwise stated in a CenturyLink QC Service Exhibit. Customer will also 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 the modification or resale of the Services by Customer or End Users. 13. Termination. 13.1 Service; Service Exhibit Before Service Due Date. If Customer cancels an order for Service before the Service Due Date, or does not accept the Service by the conclusion of the Grace Period, and CenturyLink terminates the Service at the end of the Grace Period, Termination Charges will apply, including the full NRCs that would have otherwise applied and any non - reusable and non- recoverable portions of expenditures or liabilities, such as Construction charges incurred exclusively on behalf of the Customer by CenturyLink and not fully reimbursed by NRCs. 13.2 Service; Service Exhibit After Service Acceptance Date. Either party may terminate an individual Service ordered under a Service Exhibit after the Service Acceptance Date under the terms of the applicable Service Exhibit. CenturyLink will waive the Termination Charge in excess of the Minimum Service Period if Customer terminates due to a move or upgrade of all or a portion of Service and all of the following conditions are met ( "Waiver Policy "): (a) Customer must have satisfied the Minimum Service Period for the existing Service or be subject to the Termination Charge applicable to the unexpired portion of the Minimum Service Period; (b) Customer must agree to a new service term and Minimum Service Period for the new service; (c) The total value of the new Service must be equal to or greater than 115% of the remaining value of the Service being terminated. NRCs and Construction charges will not contribute toward the 115% calculation; Page 3 of 6 © CenturyLink, Inc. All Rights Reserved CONFIDENTIAL v1.082112 CENTURYLINK INTERSTATE PRIVATE LINE AND ADVANCED NETWORK SERVICES AGREEMENT (d) The request to disconnect the existing Service and the request for the new service are received by CenturyLink at the same time and both requests must reference this Waiver Policy; (e) For ATM, FR, and MOE, the new Service installation due date must be within 30 days of the due date of the disconnection of the existing Service, unless the installation is delayed by CenturyLink; for SHNS, SST, GeoMax, HDTV -NET, and Optical Wavelength Service the new Service installation due date must be on or before the due date of the disconnection of the existing Service, unless the installation is delayed by CenturyLink; (f) Customer agrees to pay all outstanding MRCS and NRCs for existing Service; (g) The NRCs in effect at the time the Service is moved or upgraded will apply to the move or upgrade; and (h) This Waiver Policy only applies to moves or upgrades to other CenturyLink services that are subject to a CenturyLink tariff or the CenturyLink RSS. 13.3 Agreement. Either party may terminate the Agreement and all Service by providing 30 days' written notice to the other party. 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, or RSS. If Customer terminates the Agreement for Convenience or CenturyLink terminates it for Cause, then Customer will pay to CenturyLink the Termination Charges set forth in the applicable Service Exhibit(s). 13.4 Unpaid Charges. Customer will remain liable for charges accrued but unpaid as of the termination date. 14. Miscellaneous. 14.1 General. The Agreement's benefits do not extend to any third party (e.g., an End User). If any term of the Agreement is held unenforceable, the remaining terms will remain in effect. Except for time requirements as specifically stated in a Service Exhibit or SLA (or in the RSS for Services that do not have an 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, indemnification, limitation of liability, warranties, payment, dispute resolution, and all other terms of the Agreement that should by their nature survive the termination of the Agreement will survive. Each party is not responsible for any delay or other failure to perform due to a Force Majeure Event. 14.2 Conflicts Provision. If a conflict exists among provisions within the Agreement, the following order of precedence will apply in descending order of control: Service Exhibit, the Agreement, RSS, CenturyLink records, and if applicable, CenturyLink Tech Pubs. 14.3 Independent Contractor. CenturyLink provides the Services as an independent contractor. The Agreement will not create an employer - employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees, or affiliates. 14.4 ARRA. Customer will not pay for the Services with funds obtained through the American Recovery and Reinvestment Act or other similar stimulus grants or loans that would obligate CenturyLink to provide certain information or perform certain functions unless each of those obligations are explicitly identified and agreed to by the parties in the Agreement or in an amendment to the Agreement. 14.5 HIPAA. CenturyLink does not require or intend to access Customer data in its performance hereunder, including but not limited to any confidential health related information of Customer's clients, which may include group health plans, that constitutes Protected Health Information ( "PHI "), as defined in 45 C.F. R. §160.103 under the Health Insurance Portability and Accountability Act of 1996 ( "HIPAA Rules "). Any exposure to PHI will be random, infrequent and incidental to CenturyLink's provision of Service and is not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI. Such exposure is allowable under 45 CFR 164.502(a)(1)(iii). As such, if Customer is a Covered Entity or Health Care Provider under the HIPAA Rules or supports the health care industry, CenturyLink and Customer agree that CenturyLink is not a "Business Associate" or "Covered Entity" under the HIPAA Rules for the purposes of the Agreement. 14.6 Credit Approval. Provision of Services is subject to CenturyLink's credit approval of Customer. As part of the credit approval process, CenturyLink may require Customer to provide a deposit or other security. Additionally during the Term, if Customer's financial circumstance or payment history becomes reasonably unacceptable to CenturyLink, CenturyLink may require adequate assurance of future payment as a condition of continuing CenturyLink's provision of Services. Customer's failure to provide adequate assurances required by CenturyLink is a material breach of the Agreement. CenturyLink may provide Customer's payment history or other billing /charge information to credit reporting agencies or industry clearinghouses. 14.7 Governing Law; Dispute Resolution. (a) Billing Disputes. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer makes timely payment of all undisputed charges when due and provides CenturyLink with a written explanation of the reasons for Customer's dispute of the charge within 90 days after the invoice date of such amount. If CenturyLink determines, in its good faith, that Page 4 of 6 © CenturyLink, Inc. All Rights Reserved CONFIDENTIAL v1.082112 CENTURYLINK INTERSTATE PRIVATE LINE AND ADVANCED NETWORK SERVICES AGREEMENT the disputed charge is valid, CenturyLink will notify Customer and within five business days after Centuryl-ink's notification, Customer must pay the charge and accrued interest. (b) Governing Law; Forum. Delaware state law, without regard to choice -of -law principles, governs all matters relating to the Agreement. Any legal proceeding relating to the Agreement will be brought in a U.S. District Court, or absent federal jurisdiction, in a state court of competent jurisdiction, in Denver, Colorado. This provision is not intended to deprive a small claims court or state agency of lawful jurisdiction that would otherwise exist over a claim or controversy between the parties. (c) 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. 14.8 No Resale; Compliance. Customer must not resell the Services and its use of Services must comply with all applicable laws. 14.9 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. But Customer may not assign this Agreement or any Service to a reseller or a telecommunications carrier under any circumstances. 14.10 Amendments; Changes. The Agreement may be amended only in a writing signed by both parties' authorized representatives. However, any change in rates, charges, or regulations mandated by the legally constituted authorities will act as a modification of any contract to that extent without further notice. Each party may, at any time, reject any handwritten change or other alteration to the Agreement. CenturyLink may change features or functions of its Services; for material changes that are adverse to Customer, CenturyLink will provide 30 days' prior written notice, but may provide a shorter notice period if the change is based on Regulatory Activity. CenturyLink may amend, change, or withdraw the RSS with such updated RSS effective upon posting or upon fulfillment of any necessary regulatory requirements. 14.11 Websites. References to websites in the Agreement include any successor websites designated by CenturyLink 14.12 Required Notices. Unless otherwise provided 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 Dep't., 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. 14.13 Service Termination Notices. Customer must call the customer care number specified on Customer's invoice to provide notice of termination. 14.14 Entire Agreement. The Agreement, any applicable Service Exhibit, Pricing Attachment, the RSS, and Tech Pubs constitute the entire agreement between the parties and supersedes all prior oral or written agreements or understandings relating to the same Service at the same locations as covered under this Agreement. 15. Definitions. "Affiliate" means any entity controlled by, controlling, or under common control with a party. "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. "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 unrestricted 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. "Construction" means when Service may not be available due to facilities limitations and it is necessary for CenturyLink to construct facilities. "Convenience" means any reason other than for Cause. "CPE" means any customer premises equipment, software, and /or other materials used in connection with the Service. Page 5 of 6 © CenturyLink, Inc. All Rights Reserved CONFIDENTIAL v1.082112 CENTURYLINK INTERSTATE PRIVATE LINE AND ADVANCED NETWORK SERVICES AGREEMENT "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. "Demarcation Point" means the CenturyLink designated: (a) physical interface between the CenturyLink Domestic Network and Customer's telecommunications equipment; or (b) physical interface between a third -party carrier connecting the CenturyLink Domestic Network to Customer's telecommunications equipment. "CenturyLink Domestic Network" means the CenturyLink operated facilities located within CenturyLink's 14 -state local service area (those states are listed in the opening paragraph of the Agreement) and which consists of transport POPs, physical media, switches, circuits and /or ports that are operated solely by CenturyLink. "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. "Expedite" means Customer's request to CenturyLink to provision a Service more quickly than the CenturyLink standard or negotiated interval for which an additional Expedite charge will apply. "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. "Grace Period" means a period of 30 business days from the later of the Service Due Date or the date when Service is made available to the Customer, and during which the applicable Service will be held available for Customer upon Customer's request. "Minimum Service Period" means 12 months following the Service Acceptance Date, as evidenced by CenturyLink records. In the case of Frame Relay, this means 6 months following the Service Acceptance Date. "MRC" means monthly recurring charge. "NRC" means nonrecurring charge. "Pricing Attachment" means each document containing Service Rates, Term, and location - specific information, all of which are incorporated by this reference and made a part of each Service Exhibit. "Rates" means the MRCs and NRCs for the Service. "Regulatory Activity" is a regulation or ruling by any regulatory agency, legislative body, or court of competent jurisdiction. "RSS" means CenturyLink's Rates and Services Schedule #1, incorporated by this reference and posted at: http: / /www.centurylink.com /tariffs /fcc Qc acc rss no 1.pdf. "Service Acceptance Date" means the date Customer accepts the Service and billing commences, as evidenced by CenturyLink records. "Service Due Date" means the date CenturyLink makes the Service available to Customer for testing. "SLA" means the service level agreement for each Service, if applicable, located at http: / /www.gwest.centurylink.com /legal /sla.html; SLAB are subject to change. Each SLA provides Customer's sole and exclusive remedy for Service interruptions or Service deficiencies of any kind whatsoever for the applicable Service. Not all Services have a Service - specific SLA. "SONET" means Synchronous Optical Network. "Taxes" means foreign, federal, state, and local excise, gross receipts, sales, use, privilege, or other tax (other than net income) now or in the future imposed by any governmental entity (whether such Taxes are assessed by a governmental authority directly upon CenturyLink or the Customer) attributable or measured by the sale price or transaction amount, or surcharges, fees, and other similar charges, that are required or permitted to be assessed on the Customer. These charges may include state and federal Carrier Universal Service Charges as well as charges related to E911, and Telephone Relay Service. "Tech Pub" means each technical publication specific to a Service, all of which are located at http: / /www.gwest.com /techpub/ and subject to change. Each CenturyLink Service Exhibit stipulates the Tech Pub that applies to that service, if any. "Termination Charge" means the termination charges detailed in the Service Exhibits. Page 6 of 6 © CenturyLink, Inc. All Rights Reserved CONFIDENTIAL v1.082112 AMENDMENT TO CENTURYLINK TOTAL ADVANTAGE' EXPRESS AGREEMENT — POM Custom THIS AMENDMENT NO. ONE (this "Amendment') by and between CenturyLink Sales Solutions, Inc. as contracting agent on behalf of the applicable CenturyLink company providing the Services under this Agreement ( "CenturyUnk ") and Town of Avon ('Customer), hereby amends the CenturyLink Total Advantage Express Agreement, or Qwest Total Advantage Express Agreement, as applicable, Opportunity Number 51427988 (the 'Agreement"). The name of the CenturyLink operating company providing Services to Customer is listed in the Service - specific provisions for the applicable Service, each acting separately and Individually responsible for all of its own obligations. Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement. CenturyLink reserves the right to withdraw this offer If Customer does not execute and deliver the Amendment to CenturyLink before April 26, 2013. Using CenturyLink's electronic signature process for the Amendment is acceptable. All references to " Qwest Total Advantage Express' or'QTA Express" are hereby replaced with "CenturyLink Total Advantage Express." CUSTOMER: TOWN OF AVON Aut ignature 1 awYL aym_ - eR I cin_ Cax-rail- Name Typed or Printed Title '41ct 113 Date CenturyLink and Customer wish to amend the Agreement as follows: CENTURYLINK SALES OLUTIONS, INC. k-Authorized Signs re S. z % I-A 4,1 i_-1 L-5 Name Typed or Printed PO ent9r3 space if EZ or "D Vector of Offer Management" if Title 4 I I (t 3 Date l 1. Terre and Revenue Commitment Customer indicates below whether it Is changing the length of its existing Term and/or changing the amount of its existing Revenue Commitment as set forth in the Agreement. Revenue CommitmeMlinitial Term: $10013 Years Contract Code #: 490130 Initial Term is: ® Existing (no changes) Revenue Commitment: ❑ N/A ® No Changes CenturyUnk 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. 2. Additional Provisions: The parties agree to add the following provisions to the Agreement In the event the following provisions conflict in whole or in part with the terms and conditions of the Agreement, the following provisions shall control. A. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental Immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental Immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. B. Affirmative Action: CenturyLink will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. CenturyLink will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. C. Article X. Section 201TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ('TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a mufti- fiscal year director indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. N53829 amends Opportunity Number Page 1 ® CenturyLink, Inc. All Rights Reserved. 51427988 CONFIDENTIAL v1.022013 Contract Code: 490130 Q.ADVAN M AMENDMENT TO CENTURYLINK TOTAL ADVANTAGE'S EXPRESS AGREEMENT — POM Custom D. EmWovment of or Contracts with Illegal Aliens: CenturyUnk shall not knowingly employ or contract with an Illegal alien to perform work under this Agreement. CenturyUnk shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with any Illegal aliens. By entering into this Agreement, CenturyLink certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that CenturyUnk will participate in the e- verify program or department program In order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. CenturyUnk is prohibited from using either the a -verify program or the department program procedures to undertake pre - employment screening of job applicants while this Agreement is being performed. If the CenturyUnk obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, CenturyLink shall be required to notify the subcontractor and the Town within three (3) days that the Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien. CenturyLink shall terminate the subcontract if the subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving the notice regarding CenturyLink's actual knowledge. CenturyLink shall not terminate the subcontract if, during such three days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. CenturyLink is required to comply with any reasonable request made by the Department of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If CenturyLink violates this provision, the Town may terminate this Agreement, and CenturyLink may be liable for actual and /or consequential damages incurred by the Town, notwithstanding any limitation on such damages provided by such Agreement. E. Ownership of Documents: Any work product, materials, and documents produced and designated by CenturyLink specifically as works for hire by SeritU^pursuant to this Agreement shall become property of the Town of Avon upon delivery and shall not be made subject to any copyright unless authorized by the Town. Other materials, methodology and proprietary work used or provided by CenturyLink to the Town not specifically created and delivered pursuant to the Services outlined in this Agreement may be protected by a copyright held by CenturyLink and CenturyLink reserves all rights granted to It by any copyright. The Town shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for exclusive use internally by Town staff and/or employees; or (2) pursuant to a request under the Colorado Open Records Act, § 2472 -203, C.R.S., to the extent that such statute applies; or (3) pursuant to law, regulation, or court order. CenturyLink waives any right to prevent its name from being used In connection with the Services. F. No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. The Town's approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by the Town except in writing signed by the Town Council or by a person expressly authorized to sign such waiver by resolution of the Town Council of the Town of Avon, and any written waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver unless specifically stated. G, Binding Effect: The Parties agree that this Agreement, by its terms, shall be binding upon the successors, heirs, legal representatives, and assigns. H. Severability: Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. 3. Miscellaneous. This Amendment will be effective as of the date it is executed by CenturyLink after the Customer's signature (the "Amendment Effective Date') and will become part of the Agreement. All other terms and conditions in the Agreement will remain in full force and effect and be binding upon the parties. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of this Amendment will control. N53829 amends Opportunity Number Page 2 ® CenturyLink, Inc. All Rights Reserved. 51427986 CONFIDENTIAL 0.022013 Contract Code: 490130 Q.ADVAN M AMENDMENT TO CENTURYLINK TOTAL ADVANTAGE" EXPRESS AGREEMENT — POM Custom THIS AMENDMENT NO. ONE (this "Amendment ") by and between CenturyLink Sales Solutions, Inc. as contracting agent on behalf of the applicable CenturyLink company providing the Services under this Agreement ( "CenturyLink ") and Town of Avon ( "Customer "), hereby amends the CenturyLink Total Advantage Express Agreement, or Qwest Total Advantage Express Agreement, as applicable, Opportunity Number 51427986 (the "Agreement "). The name of the CenturyLink operating company providing Services to Customer is listed in the Service - specific provisions for the applicable Service, each acting separately and individually responsible for all of its own obligations. Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement. CenturyLink reserves the right to withdraw this offer if Customer does not execute and deliver the Amendment to CenturyLink before April 26, 2013. Using CenturyLink's electronic signature process for the Amendment is acceptable. All references to " Qwest Total Advantage Express" or "QTA Express" are hereby replaced with "CenturyLink Total Advantage Express." CUSTOMER: TOWN OF AVON Autl�n e ignature , � &,r& C4-- ayayL - --R I Cl CQx-ritr1 Name Typed or Printed Title 141ct I►3 Date CenturyLink and Customer wish to amend the Agreement as follows: CENTURYLINK SALES SOLUTIONS, INC. Authorized Signature Name Typed or Printed enter a space if EZ or "Director of Offer Management" if POM ritle Date 1. Term and Revenue Commitment. Customer indicates below whether it is changing the length of its existing Term and /or changing the amount of its existing Revenue Commitment as set forth in the Agreement. Revenue Commitment/lnitial Term: $100/3 Years Contract Code #: 490130 Initial Term is: ® Existing (no changes) Revenue Commitment: ❑ N/A ® No Changes 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. 2. Additional Provisions: The parties agree to add the following provisions to the Agreement. In the event the following provisions conflict in whole or in part with the terms and conditions of the Agreement, the following provisions shall control. A. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. B. Affirmative Action: CenturyLink will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. CenturyLink will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. C. Article X. Section 20/TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. N53829 amends Opportunity Number Page 1 © CenturyLink, Inc. All Rights Reserved. 51427986 CONFIDENTIAL v1.022013 Contract Code: 490130 Q.ADVAN M AMENDMENT TO CENTURYLINK TOTAL ADVANTAGE" EXPRESS AGREEMENT — POM Custom D. Employment of or Contracts with Illegal Aliens: CenturyLink shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. CenturyLink shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with any illegal aliens. By entering into this Agreement, CenturyLink certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that CenturyLink will participate in the e- verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. CenturyLink is prohibited from using either the e- verify program or the department program procedures to undertake pre - employment screening of job applicants while this Agreement is being performed. If the CenturyLink obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, CenturyLink shall be required to notify the subcontractor and the Town within three (3) days that the Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien. CenturyLink shall terminate the subcontract if the subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving the notice regarding CenturyLink's actual knowledge. CenturyLink shall not terminate the subcontract if, during such three days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. CenturyLink is required to comply with any reasonable request made by the Department of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If CenturyLink violates this provision, the Town may terminate this Agreement, and CenturyLink may be liable for actual and /or consequential damages incurred by the Town, notwithstanding any limitation on such damages provided by such Agreement. E. Ownership of Documents: Any work product, materials, and documents produced and designated by CenturyLink specifically as works for hire by GeRt FY iRk pursuant to this Agreement shall become property of the Town of Avon upon delivery and shall not be made subject to any copyright unless authorized by the Town. Other materials, methodology and proprietary work used or provided by CenturyLink to the Town not specifically created and delivered pursuant to the Services outlined in this Agreement may be protected by a copyright held by CenturyLink and CenturyLink reserves all rights granted to it by any copyright. The Town shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for exclusive use internally by Town staff and /or employees; or (2) pursuant to a request under the Colorado Open Records Act, § 24 -72 -203, C.R.S., to the extent that such statute applies; or (3) pursuant to law, regulation, or court order. CenturyLink waives any right to prevent its name from being used in connection with the Services. F. No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. The Town's approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by the Town except in writing signed by the Town Council or by a person expressly authorized to sign such waiver by resolution of the Town Council of the Town of Avon, and any written waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver unless specifically stated. G, Binding Effect: The Parties agree that this Agreement, by its terms, shall be binding upon the successors, heirs, legal representatives, and assigns. H. Severability: Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. 3. Miscellaneous. This Amendment will be effective as of the date it is executed by CenturyLink after the Customer's signature (the "Amendment Effective Date ") and will become part of the Agreement. All other terms and conditions in the Agreement will remain in full force and effect and be binding upon the parties. This Amendment and the Agreement set forth the entire understanding between the parties as to the subject matter herein, and in the event there are any inconsistencies between the two documents, the terms of this Amendment will control. N53829 amends Opportunity Number Page 2 © CenturyLink, Inc. All Rights Reserved. 51427986 CONFIDENTIAL v1.022013 Contract Code: 490130 Q.ADVAN M CENTURYLINK INTERSTATE PRIVATE LINE AND ADVANCED NETWORK SERVICES AGREEMENT INTERSTATE METRO ETHERNET SERVICE EXHIBIT PRICING ATTACHMENT Town of Avon Unk Contract Number new Service expires 36 months from the Service Acceptance Date ( "Service Term ").* When Customer renews Service on a Pricing Attachment with no Service changes, the Service Term in the previous sentence and the above iLink Contract Number are the sole entries that need to be completed. When Customer changes Service under an amended Pricing Attachment, the iLink Contract Number needs to be completed in addition to the other information. * The initial Service purchased by Customer requires a specific number of months indicated in the Service Term in the previous paragraph. In cases where subsequent additions and changes to Service do not require a new Service Term, "Coterminous" should be selected as the Service Term in the previous paragraph and those additions and changes will be coterminous with the Service associated with Content ID insert Content ID of initial service. (COCC MRC required for Central Office design) (EwET Customer Interface MRC) (Show N /A, if an MRC does not apply) Location (Address, City, State) Band- width Profile Band- width MRC per each Port Speed Port Speed NRC per each COCC MRC EwET Cus- tomer Interface MRC MRC NRC 1 Lake St., Avon, CO 81620 20 Mbps $822 10/100 Mbps $0 $ $ $ 500 Swift Gulch Rd, Avon, CO 81620 10 Mbps $621 10/100 Mbps $0 $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ SELECT $ SELECT $ $ $ $ Optional Features for Metro Ethernet: Location (Address, City, State) Protect Routing MRC (only applies to the locations showing an MRC) QoS /CoS — MBPS Required (only applies to locations showing an MRC) Multiple EVCs Quantities (only applies to locations showing an MRC) Diversity (only applies to locations showing an MRC) MRC NRC 1 Lake St., Avon, CO 81620 $ $40 $50 $ $ 500 Swift Gulch Rd, Avon, CO 81620 $ $40 $ $ $ $ $ $ $ $ Page 1 C CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL v1.080811 CENTURYLINK TOTAL ADVANTAGETM EXPRESS — AGREEMENT— Summary Page This CenturyLink Total Advantageim Express Agreement ( "Agreement") is between CenturyLink Sales Solutions, Inc. as contracting agent on behalf of the applicable CenturyLink company providing the Services underthis Agreement ( "CenturyLink ") and Town of Avon ( "Customer") and is effective on the date the last party signs it ( "Effective Date "). The name of the CenturyLink operating company providing Services to Customer is listed in the Service- specific provisions for the applicable Service, each acting separately and individually responsible for all of its own obligations. CenturyLink reserves the right to withdraw this offer if Customer does not execute and deliverthe Agreementto CenturyLink on or before March 18, 2013. Customer's Address for Notices: PO Box 975, Avon, CO 81620; Customer's Facsimile Number: (970) 949 - 9139 Person Designated for Notices: General Counsel Monthly Revenue Commitment Contributory Charges of $100 (Beginning in the 4 month of the Term, Customer's failure to meet the Revenue Commitmentwill result in a Shortfall charge). Term Commitment (or "Term ") 36 months TERMS AND CONDITIONS APPLICABLE TO ALL SERVICES Rates do not include foreign, federal, state or local taxes, surcharges, fees, EAS, Zone, CALC, or other similar charges. The rates for Local Access Service and CPE Purchase are subject to valid quote forms, which control if they conflict with the rates listed on this Summary Page, all of which are subject to change. "Contributory Charges" means: (a) all monthly recurring charges ( "MRCs ") and usage charges for Qwest Communications Company, LLC, d /b /a CenturyLink QCC (other than Local Access Service) and/ or Qwest Corporation d /b /a CenturyLink QC Services ordered under the Agreement after the Effective Date and incurred during the Tenn; and (b) all MRCs and usage charges for CenturyLink QC Contributory Services ordered before or after the Effective Date under separate agreements and incurred during the Term. "CenturyLink QC Contributory Services" means the following services that are provided by CenturyLink QC: Centrex, Centron®, Analog Trunks, Digital Switched Service, ISDN Services, Uniform Access Solution, SHARP, Business local exchange lines (e.g., CenturyLink Choice TM Business packages), CenturyLinkTm High -Speed Internet, ATM (IntraLATA), Frame Relay (IntraLATA), Analog Private Line, DS1, DS3, SST, Optical Wavelength Service, SHNS, Geoma&, Metro Ethernet, and directory services. Contributory Charges do not include non - recurring charges ( "NRCs "), CPE, Taxes, pass- through, worldcard® payphone surcharges, other surcharges, issued credits, anycharges for Local Access Services, or other charges notspecified as Contributory Charges under the Agreement. "Shortfall" is the difference between the Revenue Commitment and Customer's Contributory Charges paid during a Measurement Period. Unless specified otherwise in the Service -specific provisions, CenturyLink QCC Services will receive the applicable rates specified in the Summary Page or valid Order Form for the longer of the Term Commitment or a Service's individual service term. After the expiration of the Term Commitment, this Agreement will renew on a month -to -month basis. CenturyLink reserves the right to modify CenturyLink QCC Service rates to the month -to -month rates upon the later of the renewal of the Agreement or the expiration of that Service's individual service term. CenturyLink QC Services will receive the applicable rates specified in the Summary Page for the duration of that Service's individual service term and will renew at the rate and for the term specified in the applicable Tariff, RSS, o r Service - specific provision. Separate CenturyLink Offerings. Provisions that are applicable to a specific CenturyLink company are so indicated. All general provisions are applicable to services provided bythe CenturyLink company providing the Services underthis Agreement. Services. This Agreement governs Customer's purchase of the services listed on the Summary Page or an Order Form ( "Services "). Additional terms found at http.,Ilciwest.centurylink.com/l`egatlrmcictaelDTClv36.t)df apply and are incorporated by reference ( "Detailed Terms and Conditions" or "DT &C "). Customer understands that the DT &C contain additional important terns and conditions that apply to the Services, including, among other things, confidentiality obligations, disclaimer of warranties, indemnification, shortfall charges, minimum- service terns, early termination charges, emergency 911 limitations, and jury-trial and class- action waiver. Payment. Customer must pay all charges within 30 days of the invoice date except for CenturyLink QC charges, which Customer must pay by the due date on the invoice. Charges not paid by their due date are subject to late payment charge of the lesser of 1.5% permonth or the maximum rate allowed by law or required by Tariff. In addition to payment of charges for Services, Customer must also pay CenturyLink any applicable Taxes (which is defined in the DT &C and may include surcharges, fees, and other similar charges) assessed in connection with Services. 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. 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 APARTICULAR PURPOSE, AND NON - INFRINGEMENT. Limitations of Liability. The remedies and limitations of liabilityfor anyclaims arising between the parties are set forth below. (a) 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. (b) 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 SLAdoes not apply. Opportunity ID: 51427986 Page 1 of © CenturyLink, Inc. All Rights Reserved. Contract Code: 490130 CONFIDENTIAL CGT R. v36.012213 CENTURYLINK TOTAL ADVANTAGE TM EXPRESS — AGREEMENT— Summary Page (c) 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 perform a nce of the Agreement, each party's liability is limited to proven direct damages. (d) Other Direct Damages. For all other claims arising out of the Agreement, each partys maAmum 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 indemnification obligations or Customer's payment obligations underthe Agreement. Entire Agreement. This Agreement, including the Summary Page, DT &C version 36 found at http: //p west. centurylink .com //eaa/ /rmgctae /DTC /V36.pdf, any other provisions for Bundles, Packages or Other Offers identified in this Summary Page ( "Other Provisions "), and any CenturyLink- accepted Order Forms constitute the entire agreement between the parties and supersede all prior oral or written agreements or understandings relating to this subject matter. This Agreement supersedes all prior oral or written agreements or understandings relating to the same service, ports, or circuits at the same locations as covered under this Agreement. Definitions. Capitalized terms are defined in the DT &C. The following Services are incorporated into the Agreement: DATA BUNDLE OFFER PRICING The following additional terms and conditions apply to Data Bundle Solutions, and are incorporated herein by reference: The Data Bundle Solution Provisions found at http: / /awest.centurylink. com /legal /rmgctae /databundle /vl.pdf, and the General Terms Applicable to All Services, CenturyLink IQ Networking, Local Access and Rental CPE sections in the Detailed Terms and Conditions at: http: / /ciwest.centurylink .com /legal /rmgctae /DTC /v36.r)df. The CPE Rental term and each Data Bundle Port and Local Access circuit receiving Data Bundle Pricing will be subject to the Service Term set forth in the applicable pricing table. "NBD Maintenance" means next business day remote maintenance. Local Access MR Cs will be determined by the Product Pricer Quoting Tool. CenturyLink IQ Networking Port NRCs and Local Access NRCs are waived. CenturyLink will also waive the SIG Activation NRC for Enhanced Portwhen provided through CenturyLink IQ'" Data Bundle Solutions. If Customer wishes to order a Data Bundle Solution that is notshown in the pricing tables below, Customer must enter into a separate written amendment that includes the applicable Data Bundle Solution. Key to the symbols used in the following tables: * The Internet Port, Private Port or Enhanced Port Data Bundle Port MRC will be used to calculate Contributory Charges. ** The Customer's location must qualify for on -site maintenance. Only available on a 36 month Service Term. If the 5 Mbps ELA circuit qualifies for the In- Region iQDBELAIR pricing, the Local Access MRC is $585. If not, the MRC will be determined by the Product Pricer Quoting Tool. Data Bundle Standard and Pro 36 Month Service Term; 8x5 NBD Maintenance Ethernet t 59 w EL E o Data Bundle Port MRC M o o Includes Port and Ilantal CPE f6 m av Internet' Private* Enhanced* 5 Mbps# Adtran N/A Standard N/A N/A N/A DBP1 Pro $280 $322 $370 N/A Standard N/A N/A N/A 10Mbps Adtran DBP1 Pro $400 $460 $529 20Mbps Adtran N/A Standard N/A N/A N/A DBP1 Pro $440 $506 $582 30Mbps Adtran N/A Standard / / N/A DBP1 Pro $560 $644 $741 N/A Standard N/A N/A N/A 40Mbps Adtran DBP1 I Pro $740 $851 $979 50Mbps Adtran N/A T Standard N/A N/A N/A DBP1 Pro $820 $943 $1,084 60Mbps Adtran N/A Standard / N/A DBP1 Pro $900 $1,035 $1,190 Opportunity ID: 51427986 Page 2 of © CenturyLink, Inc. All Rights Reserved. Contract Code: 490130 CONFIDENTIAL CGT R. v36.012213 CENTURYLINK TOTAL ADVANTAGETM EXPRESS — AGREEMENT— Summary Page 70Mbps Adtran Mail Bagging. "As of the Agreement Effective Date, Centuryl-ink is waiving the Mail Bagging MRC so long as Customer is not in default of any obligations underthe Agreement Centuryl-ink maydiscontinue waiving the MRC at any time without prior notice. Waived MRCs do not contribute to the Revenue Commitnentunderthe Agreement End to End Performance Reporting. The following MRC is in addition to each Private Port or Enhanced Ports MRC. VPN Extensions. The following MRC is in addition to each Private Port or Enhanced Port's MRC. Secure IP Gateway. ----- -- This space Intentionally left blank. The Agreement continues on the next page. --------- -- --__ Opportunity ID: 51427986 Page 3 of ® CenturyUnk, Inc. All Rights Reserved. Contract Code: 490130 CONFIDENTIAL CGT R.v36.012213 Standard N/A NIA N/A DBP1 Pro $950 $1,093 $1,256 BOMbps Adtran WA Standard N/A N/A N/A DBP1 Pro $1,000 $1,150 $1,323 90Mbps Adtran A ands DBP1 Fro $1,050 $1,208 $1,389 100Mbps Adtran WA 9tanaard NIA N/A N/A DBP1 Pro $1,100 $1,265 $1,455 Mail Bagging. "As of the Agreement Effective Date, Centuryl-ink is waiving the Mail Bagging MRC so long as Customer is not in default of any obligations underthe Agreement Centuryl-ink maydiscontinue waiving the MRC at any time without prior notice. Waived MRCs do not contribute to the Revenue Commitnentunderthe Agreement End to End Performance Reporting. The following MRC is in addition to each Private Port or Enhanced Ports MRC. VPN Extensions. The following MRC is in addition to each Private Port or Enhanced Port's MRC. Secure IP Gateway. ----- -- This space Intentionally left blank. The Agreement continues on the next page. --------- -- --__ Opportunity ID: 51427986 Page 3 of ® CenturyUnk, Inc. All Rights Reserved. Contract Code: 490130 CONFIDENTIAL CGT R.v36.012213 CENTURYLINK TOTAL ADVANTAGETm EXPRESS— AGREEMENT— Summary Page Local Access The following additional terms and conditions apply to Local Access Service, and are incorporated herein by reference: the General Terms Applicable to All Services and Local Access sections in the Detailed Terms and Conditions at htto: / /awest.oentu Nink.con fleas I /rm actae[DTC/v36.r)df. NPA/NXX(s) Type of Local Access Minimum Service Term Circuit Net Rate MRC Install NRC (Per Service) or Offer Speed (Per Service) (Per Service) Minknum Term (Per Service 970949 CO Meet Point 36 Months 10 Mb s $0 $0 NRC Customermay orderadditional Local Access Services which are notspecified above for a spedfic NPAINXX Each additional Service ordered during the Term must include a valid CenturyLink quote form that specifies the applicable Local Access MRC and NRC per Service. No other discounts or promotions apply. Certain types of Service have separate service or agreement requirements as defined in the General Terms Attachment and DT&C. RENTAL CPE PRODUCTS AND SERVICES The following additional terns and conditions apply to Rental CPE Products and Services, and are incorporated herein by reference: the General Terms Applicable to Al Services and Rental CPE sections in the Detailed Terms and Conditions at htto: / /awestcenturAink.com /legal /rm actaelDTC/\G6.odf. Customer is renting CPE Products and Services under this Agreement for use with any of the following services ordered under this Agreement CenturyLink IQ Networking, Data Bundle Solutions, Integrated Access Package, Managed VOID, Managed VoIP Bundle, SIP Trunk, SIP Trunk bundles or Core Connect Enterprise Packages. The pricing for Rental CPE Products and Services ordered under this Agreementwiil be itemized on a Rental CPE Rate Attachment or Promotional Attachment (if applicable) subject to this Agreement. By signing, Customer agrees that its purchase of CenturyLink Services is governed by the additional terms and conditions of the DTBC version 36 found at http: / /awest.century link .comAegal /rmoctae/DTCtv36.i)df and any Other Provisions, all of which Customer has reviewed orwill review promptly. Custom eracknowledges that it may cancel this Agreement within 5 days of its Effective Date without Early Termination Charges or Cancellation Charges (except where prohibited by an applicable CenturyLink QC Tariff), and that its failure to cancel and continued use of the Services beyond 5 days constitutes acceptance of the Detailed Terms and Conditions and any Other Provisions. Using CenturyLink's electronic signature process forthe Agreement is acceptable. CUSTOMER: Town of Avon Authorized Signature ' R kcA-�- c Name Typed or Printed Title 1-4 Date CENTURYLINK SALES SO4XITIONS, INC. Jame Typed or Printed Title ate Opportunity ID: 51427986 Page 4 of 4 Q CenturyLink, Inc. All Rights Reserved. Contract Code: 490130 CONFIDENTIAL CGT R.v36.012213 CENTURYLINK TOTAL ADVANTAGE TM EXPRESS — AGREEMENT — Summary Page 70Mbps Adtran N/A Standard N/A N/A N/A DBP1 Pro $950 $1,093 $1,256 80Mbps Adtran N/A Standard N/A N/A N/A DBP1 Pro $1,000 $1,150 $1,323 90Mbps Adtran N/A Standard N/A N/A N/A DBP1 Pro $1,050 $1,208 $1,389 100Mbps Adtran N/A Standard N/A N/A N/A DBP1 Pro $1,100 $1,265 $1,455 Mail Bagging. Description MRC Mail Bagging '$50.00 per Port 'As of the Agreement Effective Date, CenturyLink is waiving the Mail Bagging MRC so long as Customer is not in default of any obligations under the Agreement. CenturyLink maydiscontinue waiving the MRC at anytime without prior notice. Waived MRCs do not contribute to the Revenue Commitment under the Agreement. End to End Performance Reporting. The following MRC is in addition to each Private Port or Enhanced Port's MRC. VPN Extensions. The following MRC is in addition to each Private Port or Enhanced Port's MRC. I VPN Extensions 1 $25.00 per IPsec tunnel 1 $25.00 per IPsec tunnel Secure IP Gateway. Secure IP Gateway Activation Fee 1 $200.00 per each Enhanced Port --------------- - - - - -- This space intentionally left blank. The Agreement continues on the next page. --------------- - - - - -- Opportunity ID: 51427986 Page 3 of © CenturyLink, Inc. All Rights Reserved, Contract Code: 490130 CONFIDENTIAL CGT R. v36.012213 CENTURYLINK TOTAL ADVANTAGETm EXPRESS — AGREEMENT— Summary Page Local Access The following additional terms and conditions apply to Local Access Service, and are incorporated herein by reference: the General Terms Applicable to All Services and Local Access sections in the Detailed Terms and Conditions at: hftr)://ciwest.centuNink.com/legaI/rmqctae/DTC/\t36.r)d f. NPA /NXX(s) Type of Local Access Minimum Service Term Circuit Net Rate MRC Install NRC (Per Service) or Offer Speed (Per Service) (Per Service) Minimum Term (Per Service) 970949 CO Meet Point 36 Months 10 Mbps $0 $0 NRC Customer may order additional Local Access Services which are not specified above for a specific NPA/NXX. Each additional Service ordered during the Term must include a valid CenturyLink quote form that specifies the applicable Local Access MRC and NRC per Service. No other discounts or promotions apply. Certain types of Service have separate service or agreement requirements as defined in the General Terms Attachment and DT &C. RENTAL CPE PRODUCTS AND SERVICES The following additional terms and conditions apply to Rental CPE Products and Services, and are incorporated herein by reference: the General Terms Applicable to All Services and Rental CPE sections in the Detailed Terms and Conditions at: htto: / /awest.centuryli nk.com /legal /rm gctae /DTC /\ (6.r)df. Customer is renting CPE Products and Services under this Agreement for use with any of the following services ordered under this Agreement: CenturyLink IQ Networking, Data Bundle Solutions, Integrated Access Package, Managed VoIP, Managed VoIP Bundle, SIP Trunk, SIP Trunk bundles or Core Connect Enterprise Packages. The pricing for Rental CPE Products and Services ordered under this Agreement will be itemized on a Rental CPE Rate Attachment or Promotional Attachment (if applicable) subject to this Agreement. By signing, Customer agrees that its purchase of CenturyLink Services is governed by the additional terms and conditions of the DT &C version 36 found at http: / /Qwest.centurylink.com /legal /rmgctae /DTC /\36.r)df and any Other Provisions, all of which Customer has reviewed or will review promptly. Customer acknowledges that it may cancel this Agreement within 5 days of its Effective Date without Early Termination Charges or Cancellation Charges (except where prohibited by an applicable CenturyLink QC Tariff), and that its failure to cancel and continued use of the Services beyond 5 days constitutes acceptance of the Detailed Terms and Conditions and any Other Provisions. Using CenturyLink's electronic signature process for the Agreement is acceptable. CUSTOMER: Town of Avon Authorized Signature '-�kc-� cn-e � Name Typed or Printed not "AV-2— Title HIq�t3 CENTURYLINK SALES SOLUTIONS, INC. Authorized Signature Name Typed or Printed ate Opportunity ID: 51427986 Page 4 of 4 © CenturyLink, Inc. All Rights Reserved. Contract Code: 490130 CONRDENTIAL CGT R.06.012213