HomeMy WebLinkAboutC14-380 Centurylink Metro Ethernet Service Fixed Period Pricing Plan METRO ETHERNET SERVICE FIXED PERIOD PRICING PLAN Intrastate Agreement Number: This CenturyLink Metro Ethernet Service Agreement ("Agreement") between EAGLE COUNTY GOVERNMENT) ("Customer") and Qwest Corporation d/b/a CenturyLink QC("CenturyLink") is effective on the date of execution by CenturyLink ("Effective Date"). Tariff Service will be governed by: (a) the Tariff applicable to Service; and (b) to the extent a comparable Tariff term or condition does not apply to Service, the terms and conditions set forth in this Agreement. "Tariff' includes as applicable: Century Link state tariffs, price lists, price schedules, administrative guidelines, catalogs, and rate and term schedules incorporated by this reference and posted at http://www.centurylink.com/tariffs. Service is subject to technical publication 77411 located at htto://awest.centurylink.com/techpub/ ("Tech Pub"). 1. Scope. 1.1 Metro Ethernet Service ("Service") is a flexible transport service that uses established Ethernet transport technology. The Service provides connections between multiple Customer locations within a metropolitan area using native Ethernet protocol. The transmission speed depends on the Ethernet port ("Port") selected and the amount of bandwidth ordered over the Port ("Bandwidth Profile"). Service extends to the Demarcation Point. "Demarcation Point" means the CenturyLink-designated physical interface between the CenturyLink-owned network and Customer's telecommunications equipment. Service is available over three designs: (a) Customer Premises, supporting transmission speeds as low as 1 Mbps and up to 1 Gbps in increments of 10 Mbps from 10 to 100 Mbps, and in increments of 100 Mbps from 100 to 1,000 Mbps; (b) Central Office, supporting transmission speeds of 100 Mbps, 600 Mbps and 1,000 Mbps; and (c) Ethernet with Extended Transport (DS3 required), supporting transmission speeds as low as 5 Mbps and up to 40 Mbps. "SLA" means the service level agreement specific to the Service, located at http://www.gwest.centurylink.com/legal/, which is controlled by the Tariff and Tech Pub, which are subject to change. The SLA provides Customer's sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever for Service. 1.2 Any CenturyLink tariff, price list, price schedule, administrative guideline, catalog, and other rate and term schedules (hereinafter, whether individually or together, "Tariff") applicable to the Service is incorporated into this Agreement by reference and made a part of this Agreement. The Service will be governed by: (a) the Tariff applicable to the Service; and (b) to the extent a comparable Tariff term or condition does not apply to the Service, the terms and conditions set forth in this Agreement. CenturyLink reserves the right to amend, change, withdraw, or file additional Tariffs in its sole discretion, with such updated Tariffs effective upon posting or upon fulfillment of any necessary regulatory requirements. 1.3 Service provided herein is subject to network infrastructure availability and may require the expenditure of CenturyLink capital funds ("Funding") to provide Service to Customer. If a location requires Funding, CenturyLink will only provide Service if Funding has been approved as evidenced on the signature page of this Agreement. Such approval will be granted at the sole discretion of CenturyLink. In the event this Agreement is executed and the required Funding is not approved, CenturyLink agrees to cooperate with Customer in good faith to develop an alternative service solution and may terminate this Agreement immediately without penalty. 1.4 Customer understands and agrees that CenturyLink supplies Service as an intrastate, intraLATA telecommunications service, as defined by State and/or Federal Communications Commission ("F.C.C.") regulations, which are incorporated herein by this reference. It is Customer's responsibility to ensure that Customer uses Service as an intrastate, intraLATA telecommunications service consistent with such regulations. F.C.C. regulations permit interstate usage of Service if such usage does not exceed 10% of the total usage. If Customer should use this Service for any other purpose, or if interstate usage exceeds 10%, it is Customer's responsibility to immediately notify CenturyLink of such use and to place an order for appropriate service. CenturyLink will bill, and Customer will promptly pay, appropriate monthly recurring charges, for such use of and changes to Customer's telecommunications service including, but not limited to all applicable CenturyLink Rates and Services Schedule No. 1 interstate access charges or intrastate Tariff access charges. 1.5 "Construction" means when Service may not be available due to facilities limitations and it is necessary for CenturyLink to construct facilities. "Funding" means charges to Customer over the term of a Service contract covering CenturyLink's calculated costs for providing Service and it's expected rate of return when network infrastructure is not available to provide Service to Customer. 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. Service provided under this Agreement is subject to Funding approval and that approval will be evidenced in the Funding Concurrence block on this Agreement. That approval will be granted at the sole discretion of CenturyLink. In the event contract documents are signed under which Customer is ordering Service for which Funding is not approved, CenturyLink will cooperate with Customer in good faith to develop an alternative service solution if Funding cannot be achieved on the contracted solution and CenturyLink may immediately terminate this Agreement, without penalty, if Funding of the contracted and alternate Service solutions are determined to not be possible. NSP-93114 (1,111-5g° Page 1 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL 051914-v1 METRO ETHERNET SERVICE FIXED PERIOD PRICING PLAN Intrastate 2. Term. 2.1 This Agreement is effective on the date Century Link signs it, following Customer's execution of this Agreement ("Effective Date"), and it expires 12 months from the date Service is available to Customer, as evidenced by CenturyLink records ("Initial Term"). The Service shall have a"Minimum Service Period" of 12 months. After the expiration of the Initial Term, this Agreement will continue automatically on a month-to-month basis unless a party notifies the other party in writing of its desire not to renew this Agreement at least 60 calendar days, and no more than 120 calendar days, prior to the end of the Initial Term. After the Initial Term, either party may terminate this Agreement upon 30 calendar days prior written notice. The Initial Term and any month-to-month period thereafter will be collectively referred to as the"Term." 2.2 After the Initial Term, Customer will pay for Service at CenturyLink's then-current rates. CenturyLink will inform Customer of its then-current rates for Service upon written request. 3. Installation/Provisioning of Service. 3.1 Century Link will provide the Service at the locations specified in Exhibit 1, attached hereto and made a part of this Agreement. 3.2 CenturyLink will notify Customer of the date Service is available for use. In the event Customer informs CenturyLink that it is unable or unwilling to accept Service at such time,the subject Service will be held available for Customer for a period not to exceed 30 business days from such date ("Grace Period"). If after the Grace Period, Customer still has not accepted Service, CenturyLink may either: (a) commence with regular monthly billing for the subject Service; or (b) cancel the subject Service. If Customer cancels an order for Service prior to the date the Service is available for use, or is unable to accept the Service during the Grace Period and CenturyLink cancels the Service at the end of the Grace Period,the Tariff cancellation charges may apply. 3.3 Start of service for each Service ("Start of Service Date") will begin on the date on which Customer accepts delivery of such Service. CenturyLink will provide notice that a Service is ready for acceptance. At Customer's request, mutual testing may be performed in accordance to the service parameters outlined in the Tariff. 4. Charges and Billing. 4.1 Customer must pay Century Link all charges by the payment due date on the invoice. Any amount not paid when due is subject to late interest specified by the Tariff, or if there is no such late interest specified in the Tariff, the amount due will be 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 Service, Customer must also pay CenturyLink any applicable Taxes assessed in connection with Service. "Taxes" means 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 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 Customer. These charges may include state and federal Carrier Universal Service Charges, as well as charges related to E911, and Telephone Relay Service. Taxes may vary and are subject to change. CenturyLink reserves the right to charge administrative fees when Customer's payment preferences deviate from Century Link's standard practices. 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 4.2 The monthly recurring charge ("MRC") and nonrecurring charge ("NRC") for Service, specified on Exhibit 1, reflect the rates currently in effect in the Tariff. Service's MRC and NRC will be those in effect in the Tariff on the first date of installation of Service. CenturyLink will fix the MRCs during the Term so that CenturyLink will not pass through any CenturyLink initiated price increases to Customer during the Term. Any rate increases directed or mandated by a regulatory body will be applied as required. Promotional Pricing: ❑Yes ® No Promotion Expiration Date: Promotion Description,Title,or Code: 5. Changes to Service. 5.1 Subsequent orders to add new Service port(s) will be for the remainder of the Term, provided the Minimum Service Period can be met. All Service ports ordered under this Agreement will expire on the same date regardless of when they are ordered (e.g., if the original Service is in month 10 of a 60-month Term when Customer orders a new Service port for a 60-month fixed period rate plan, the new Service port will be billed at the 60-month rate for the next 50-months). In the event the Minimum Service Period cannot be met,a new Agreement must be signed. 5.2 A subsequent order to change or add a Service port during the Term will be assessed an NRC. 5.3 A subsequent order to change Service Bandwidth during the Term will not be assessed the NRC, however, the MRC will be changed to the new Service bandwidth profile charge. Customer may be assessed an early Termination liability charge for any decrease in bandwidth during the Term of the Agreement. NSP-93114 Page 2 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL 051914-v1 METRO ETHERNET SERVICE FIXED PERIOD PRICING PLAN Intrastate 5.4 Customer request for a physical move of Service to a new location will be treated as a termination of service at the original location. NRC's will apply and Term requirements must be met in the new location. In the event the Minimum Service Period cannot be met,a new Agreement must be signed. 5.5 Customer request for a physical move of Service to a location within the same building as the existing Service will be charged a fee equal to one half the applicable NRC charge. There will be no changes to the Minimum Service Period. 6. Termination. Either party may terminate Service and/or this Agreement in accordance with the applicable Tariff or for Cause. "Cause" means the failure of a party to perform a material obligation under this Agreement, which failure is not remedied: (a) for payment defaults by Customer, within five days of separate written notice from CenturyLink of such default (unless a different notice period is specified in the Tariff); or (b) for any other material breach, within 30 days of written notice (unless a different notice period is specified in the Tariff or this Agreement). Customer will remain liable for charges accrued but unpaid as of the termination date. If, prior to the conclusion of the Term, Service and/or this Agreement is terminated either by CenturyLink for Cause or by Customer for any reason other than Cause, then Customer will also be liable for any termination charges ("Termination Charge"). Prior to the conclusion of the Term, if Service and/or this Agreement is terminated or bandwidth is decreased below the original contracted level ("decreased bandwidth"), either by Century Link for Cause or by Customer for any reason other than Cause,then Customer will also be liable for and pay CenturyLink the following Termination Charge: (a) all accrued and unpaid charges for the terminated Service or decreased bandwidth provided through the effective date of such termination or decrease; plus (b) a termination charge of 100% of the balance of the MRCs for the unexpired portion of the Minimum Service Period for the terminated Service and/or a charge of 100% of the difference between the original bandwidth MRC and the decreased bandwidth MRC; plus (c) 40% of the balance of the MRCs due for the unexpired portion of the Term in excess of the Minimum Service Period for the terminated Service and/or 40% of the difference between the original bandwidth MRC and the decreased bandwidth MRC; plus (d) any and all third party costs and expenses incurred by CenturyLink in so terminating such Service or decreasing bandwidth and all applicable non-recurring charges that may have been waived. 7. Confidentiality. Neither party will, without the prior written consent of the other party: (a) disclose any of the terms of this Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. "Confidential Information" means any information that is not generally available to the public, whether of a technical, business, or other nature, 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 this Agreement by the receiving party or is already known or is independently developed by the receiving party. Each party will use reasonable efforts to protect the other's Confidential Information, and will use at least the same efforts to protect such Confidential Information as the party would use to protect its own. Century Link's consent may only be given by its Legal Department. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement. 8. Use of Name and Marks. Neither party will use the name or marks of the other party or any of its Affiliates for any purpose without the other party's prior written consent. Century Link's consent may only be given by its Legal Department. "Affiliate" means any entity controlled by, controlling,or under common control with a party. 9. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE IS 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. 10. Limitations of Liability. The remedies and limitations of liability for any claims arising between the parties are set forth below. 10.1 Consequential Damages. 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. 10.2 Claims Related to Service. For Service related claims by Customer, Customer's exclusive remedies are limited to the applicable out-of-service credits, if any. 10.3 Personal Injury; Death; Property Damages. For claims arising out of personal injury or death to a party's employee, or damage to a party's real or personal property, that are caused by the other party's negligence or willful misconduct in the performance of this Agreement, each party's liability is limited to proven direct damages. Nothing contained herein shall be construed as a waiver by Customer of any immunity at law including immunity granted under the Colorado Governmental Immunities Act. 11. Miscellaneous. 11.1 General. This Agreement's benefits do not extend to any third party (e.g., an End User). "End User" means Customer's members, end users, customers, or any other third parties who use or access Service or the CenturyLink network via Service. If any term of this Agreement is held unenforceable, the remaining terms will remain in effect. Neither party's failure to exercise any right or to insist upon strict performance of any provision of this Agreement is a waiver of any right under this Agreement. The terms and NSP-931 14 Page 3 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL 051914-v1 METRO ETHERNET SERVICE FIXED PERIOD PRICING PLAN Intrastate conditions of this Agreement regarding confidentiality, limitation of liability, warranties, payment, dispute resolution, and all other terms of this Agreement that should by their nature survive the termination of this Agreement will survive. Each party is not responsible for any delay or other failure to perform due to a Force Majeure Event. "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. Customer may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of CenturyLink, which consent will not be unreasonably withheld. Customer may not assign to a reseller or a telecommunications carrier under any circumstances. 11.2 Conflicts Provision. If a conflict exists among provisions within this Agreement, the following order of precedence will apply in descending order of control:Tariff,this Agreement,the Tech Pub and CenturyLink records. 11.3 Independent Contractor. CenturyLink provides Service as an independent contractor. This 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. 11.4 ARRA. Customer will not pay for Service 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 this Agreement or in an amendment to this Agreement. 11.5 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 Century Link is not a "Business Associate" or "Covered Entity" under the HIPAA Rules for the purposes of this Agreement. 11.6 Credit Approval. Provision of Service is subject to Century Link's credit approval of Customer. As part of the credit approval process, Century Link 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 Century Link's provision of Service. Customer's failure to provide adequate assurances required by Century Link is a material breach of this Agreement. Century Link may provide Customer's payment history or other billing/charge information to credit reporting agencies or industry clearinghouses. 11.7 Governing Law; Dispute Resolution. (a) Governing Law; Forum. Colorado state law, without regard to choice-of-law principles, governs all matters relating to this Agreement, except with regard to matters which are within the exclusive jurisdiction of the state or federal regulatory agency. Any legal proceeding relating to this 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. (b) 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 this 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 this 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. (c) Limitations Period. Any claim relating to this Agreement must be brought within two years after the claim arises. 11.8 No Resale; Compliance. 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. Customer's use of Service must comply with all applicable laws. 11.9 Amendments; Changes. This 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 this Agreement. CenturyLink may amend, change, or withdraw the Tariffs, with such updated Tariffs effective upon posting or upon fulfillment of any necessary regulatory requirements. 11.10 Required Notices. Unless provided otherwise in this 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 at its then current address as reflected in Century Link's records Attn.: General Counsel or other person designated for notices. 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. NSP-93114 Page 4 ©CenturyLink, Inc. All Rights Reserved. CONFIDENTIAL 051914-v1 METRO ETHERNET SERVICE FIXED PERIOD PRICING PLAN Intrastate 11,11 Entire Agreement. This Agreement (including au referenced documents) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or understandings relating to the same service or circuits at the same locations as covered under this Agreement. Using Century Link's electronic signature process for this Agreement is acceptable. 11.12 Notwithstanding anything to the contrary contained in this Agreement,County shall have no obligations under this Agreement after,nor shall any payments be made to Contractor in respect of any period after December 31 of any year,without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S.29-1-101 et.seq.)and the TABOR Amendment (Colorado Constitution,Article X,Sec.20). Customer is responsible for and pays for costs incurred,including special construction. EAGLE COUNTY GOVERNMENT ()west Corporation d • a CenturyLink QC orized Si =ture Au f"■rized Si /2A-67/ f $ �jcoti �GL �� ia; Name Typed or Printed Name Typed or Printed 51 • LG X.14,-f / - -' -- ¶ LtzS Mak) l�u2_ — t✓ S Title / // -•1 A.47/ 912g 11 Date Date Address for Notices: FOR CQC fNTERNAL USE ONLY FUNDING CONCi!RRENCE REQUIRED PRIOR TO EXECUTION FOR NEW SERVICE (NOT REQUIRED FOR RENEWA).$AND IN SITUATIONS WHERE THE AQCB PROCESS IS NOT NECESSARY) AQCB Quote No. Date Concurred: NSP-93114 Page 5 ®CenturyLink,Inc.All Rights Reserved. CONFIDENTIAL 051914-v1 METRO ETHERNET SERVICE FIXED PERIOD PRICING PLAN Intrastate Agreement Number: EAGLE COUNTY GOVERNMENT EXHIBIT 1 (COCC MRC required for Central Office design) (EwET Customer Interface MRC and Total Chan Term & Transport Mileage MRC required for Ethernet with Extended Transport design) (Show N/A, if an MRC does not apply) Band- Port EwET DS3 Total Chan width Speed Cus Term&Transport MRC NRC COCC MRC tourer Mileage Band-width per Port per - Interface - _ Location (Address,City,State) Profile each Speed each MRC NRC MRC MRC NRC 281 Metcalf Road,Avon,CO 10 Mbps $712 10/100 MI $0.00 $ — $ $ $ $ SELECT $ 10/100 MI $ $ $ $ $ $ SELECT $ 10/100 MI $ $ $ $ $ $ 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 $ $ $ $ $ $ SELECT $ SELECT $ $ $ $ $ $ SELECT $ SELECT $ $ $ $ $ $ SELECT $ SELECT $ $ $ $ $ $ SELECT $ SELECT $ $ $ $ $ $ — Optional Features for Service: Diversity(only Protect Routing MRC QoS/CoS-MBPS Multiple EVCs applies to locations (only applies to the Required(only Quantities(only showing_an MRC) locations showing an applies to locations applies to locations Location (Address,City,State) MRC) showing an MRC) _ showing an MRC) MRC NRC 281 Metcalf Road,Avon,CO $ $ $50.00 $ $ $ $ $ $ $ $ $ $ $ $ $ _ $ $ $ $ $ $ $ $ $ $ $ $ -- $ $ -- $ _ $ $ $ $ $ - $ $ $ $ _ $ $ $ $ _ $ _ $ $ _ $ $ $ $ $ _ $ $ $ $ _ $ _ $ $ $ $ $ $ $ $ $ $ $ $ $ $ _ $ $ $ $ $ $ _ $ $ $ $ $ $ $ $ $ $ _ $ $ $ $ $ $ $ $ —._ $ $ $ $ $ NSP-93114 Page 6 ©CenturyLink, Inc.All Rights Reserved. CONFIDENTIAL 051914-v1