20100511Application.pdf

~~(.~I E~+'
~~,~
~~~
CenturyLink'"
lUlU ~f\~ -5 M" 8: \ 3
April 30, 2010
Ms. Jean Jewell, Commission Secretay
Idaho Public Utilities Commission
472 West Washington
P.O. Box 83720
Boise, ID 83720-0074
Ct:iv-'t - 10 ~O (/
LbS -1- --tÕ-Ò(
RE: Interconnection Resale Agreement between CenturTel ofIdaho, Inc., dba CentuLink;
CentuTel of the Gem State dba CenturLink and BullsEye Telecom, Inc.
Dear Ms Jewell:
Please find enclosed an original and two copies referenced Interconnection Resale Agreement.
Both paries represent that to the best of their knowledge, this Agreement does not discriminate
against any other telecommuncations êã.iers and that this Agreement is consistent with the
provisions of the Telecommunications Act of 1996. Both paries respectfully request
Commission approval of this Agreement.
If there are any questions regarding this matter please contact me at 334-263-2736.
Sincerely,
d _.--
Regional Manager- Contract Management
Enclosures
Cathy J. Quinn
100 North Union, Ste. 100
Montgomery, AL 36104
334-263-2736
Cathy.quinn(§centurylink.com
f: 1\1
2uin~MY -s AM 8=13
RESALE AGREEMENT
By and between
CENTURYTEL OF IDAHO, INC., DBA CENTURYLINK AND CENTURYTEL OF THE
GEM STATE DBA CENTURYLINK
AND
BULLSEYE TELECOM, INC.
FOR THE STATE OF IDAHO
EFFECTIVE January 11, 2010
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
TABLE OF CONTENTS
PREFACE & RECITALS ........................................................................................................................................... I
ARTICLE I: PUROSE, INTENT AND SCOPE OF AGREEMENT ................................................................. 2
1.0 PUROSE OF THE AGREEMENT ............................................................................................. 2
2.0 INTENT OF THE AGREEMENT ................................................................................................ 2
3.0 SCOPE OF THE AGREEMENT ................................................................................................. 2
ARTICLE II: DEFIITIONS .................................................................................................................................. 3
1.0 GENERA RULES......................................................................................................................3
2.0 DEFIITIONS .........................:.................................................................................................... 3
ARTICLE III: GENERA TERMS & CONDITIONS ....................................................................................... 14
I. GENERA TERMS AND CONDITIONS REGARING APPLICATION, EFFECTIVE DAlE, TERM
AND GOVERNING LAW ........................................................................................................................ 14
1.0 APPLICATION OF THESE GENERAL TERMS & CONDITIONS...................................... 14
2.0 EFFECTIVE DATE, TERM & TERMINATION ..................................................................... 14
3.0 APPLICABLE LAW ................................................................................................................... 17
II. OTHER GENERA TERMS & CONDITIONS ............................................................................................. 18
4.0 AMENDMENTS .......................................................................................................................... 18
5.0 ASSIGNMENT............................................................................................................................19
6.0 ASSURCE OF PAYMENT .................................................................................................... 19
7.0 AUDITS.........................................................................................................................................21
8.0 AUTHORIZATION AND AUTHORITY ..................................................................................23
9.0 BILLING & P A YMENTSIDISPUTED AMOUNTS ................................................................. 24
10.0 INTENTIONALL Y LEFT BLANK..........................................................................................27
11.0 INTENTIONALLY LEFT BLANK ........................................................................................... 27
12.0 CHANGES IN LAW ................................................................................................................... 28
13.0 CLEC PROFILE .......................................................................................................................... 29
14.0 CONFIDENTIAL INFORMTION .........................................................................................29
15.0 CONSENT ...................................................................................................................................31
16.0 CONTACTS BETWEEN THE PARTIES ................................................................................31
17.0 CONTACTS WITH CUSTOMERS.................................... ......................................................31
18.0 COUNTERPARTS......................................................................................................................31
19.0 DISCONTINUANCE OF SERVICE BY **CLEC ("SNAP-BACK PROVISION") .............. 32
20.0 DISPUTE RESOLUTION ........................................................................................................... 32
21.0 ENTIRE AGREEMENT ............................................................................................................ 35
22.0 EXPENSES .................................................................................................................................. 35
23.0 FORCE MAJEURE ..................................................................................................................... 35
24.0 FRAUD.......................................................................................................................................... 36
25.0 GOOD FAITH PERFORMANCE .............................................................................................. 36
27.0 INTELLECTUAL PROPERTY ................................................................................................37
28.0 LAW ENFORCEMENT ............................................................................................................. 37
29.0 LETTER OF AUTHORIZATION (LOA).................................................................................. 38
30.0 LIABILITY AND INDEMNIFICATION .................................................................................. 38
31.0 NETWORK MANAGEMENT................................................................................................... 43
32.0 NON-EXCLUSIVE REMEDIES ................................................................................................44
33.0 INTENTIONALLY LEFT BLANK ........................................................................................... 44
34.0 NOTICES......................................................................................................................................44
35.0 ORDERING AND MAITENANCE .......................................................................................45
36.0 POINTS OF CONTACT FOR **CLEC CUSTOMERS..........................................................46
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
37.0 PUBLICITY AND USE OF TRAEMARS............................................................................46
38.0 REFERENCES.............................................................................................................................46
39.0 RELATIONSHIP OF THE P ARTIES........................................................................................ 47
40.0 RESERVATION OF RIGHTS...................:................................................................................48
41.0 STANDAR PRACTICES.......................................................................................................... 48
42.0 SUBCONTRACTORS ................................................................................................................. 49
43.0 SUCCESSORS AND ASSIGNS - BINDING EFFECT ............................................................ 49
44.0 SURVIVAL..................................................................................................................................49
45.0 TAXES .......................................................................................................................................... 49
46.0 TBD PRICES ................................................................................................................................ 50
47.0 TECHNOLOGY UPGRAES............................................. ....................................................... 51
48.0 TERRTORY ............................................................................................................................... 51
49.0 THIRD-PARTY BENEFICIARES .......................................................................................... 51
50.0 UNAUTHORIZED CHANGES ................................................................................................. 51
51.0 USE OF SERVICE ....................................................................................................................... 52
52.0 W AIVER...................................................................................................................................... 52
53.0 WITHDRAWAL OF SERVICES ............................................................................................... 52
ARTICLE IV: RESALE ......................................................................................................................................... 53
1.0 TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE.................................. 53
2.0 GENERA TERMS AND CONDITIONS FOR RESALE ....................................................... 54
3.0 PRICING ...................................................................................................................................... 55
4.0 LIMITATIONS AND RESTRICTIONS ON RESALE.............................................................56
5.0 CHANGES IN RETAIL SERVICE ............................................................................................ 58
6.0 REQUIREMENTS FOR CERTAIN SPECIFIC SERVICES................................................... 58
7.0 PRE-ORDERING AN ORDERING ........................................................................................60
8.0 OTHER OPERATIONAL MATTERS ...................................................................................... 61
9.0 ORDER DUE DATE .................................................................................................................... 62
10.0 REPAI AND MAINTENANCE REQUIRMENTS ..............................................................62
11.0 DESIGNED AND/OR COMPLEX NEW CIRCUIT TESTING............................................... 62
12.0 ACCESS CHARGES .................................................................................................................. 63
13.0 RESALE OF **CLEC'S TELECOMMUNICATIONS SERVICES ......................................63
ARTICLE VIII: MAINTENANCE ........................................................................................................................ 64
1.0 GENERA MAINTENANCE & REP AIR REQUIREMENTS ............................................. 64
2.0 MAINTENANCE & REPAIR PROCEDURES ........................................................................ 64
3.0 ESCALATION PROCEDURES.................................................................................................65
4.0 EMERGENCY RESTORATION ...............................................................................................65
5.0 MISDIRECTED REP AIR CALLS............................................................................................ 66
6.0 PREMISES VISIT PROCEDURES ........................................................................................... 66
8.0 PRICING ...................................................................................................................................... 66
ARTICLE X: ACCESS TO OPERATIONS SUPPORT SYSTEMS ("OSS") ................................................... 67
1.0 INTENTION OF THE P ARTIES ............................................................................................... 67
2.0 DEFINITIONS ............................................................................................................................ 67
3.0 SERVICE PARTY AND STANDARS ...................................................................................68
4.0 FUTUR ENHANCEMENTS TO CENTURYTEL OSS FACILITIES.................................. 68
5.0 NOTICES......................................................................................................................................68
6.0 CENTURYTEL OSS SERVICES ............................................................................................... 68
7.0 ACCESS TO AND USE OF CENTURYTEL OSS FACILITIES............................................. 69
8.0 CENTURYTEL OSS INFORMATION .....................................................................................70
9.0 **CLEC USAGE INFORMATION............................................................................................73
10.0 **CLEC BILLING INFORMATION ........................................................................................73
11.0 LIABILITIES AND REMEDIES...............................................................................................73
12.0 RELATION TO APPLICABLE LAW ....................................................................................... 74
13.0 COOPERATION.........................................................................................................................74
Effective Jan. 1 I, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
14.0 CENTURYTEL ACCESS TO INFORMATION RELATED TO **CLEC
CUSTOMERS .............................................................................................................................. 74
15.0 CENTURYTEL PRE-OSS SERVICES...................................................................................... 75
16.0 CANCELLATIONS..................................................................................................................... 76
ARTICLE XI: PRICING ........................................................................................................................................ 77
I. RESALE PRICING...................................................................................................................... 77
SIGNATURE PAGE ................................................................................................................................................ 79
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
AGREEMENT r:-,. .
PREFACE & RECITALS Z!1¡1'U ~ ti ~-J 8: 13
This Resale Agreement (the "Agreement"), is by and between Qet~~t'ot~lieCi~in~~ate dba
CenturLink and CenturTel of Idaho, Inc., dba CenturyLink ("CenturyLinK~'),'\vith its 'address
for puroses of this Agreement at 100 CenturyLink Drive, Monroe, Louisiana 71203
("CenturyLink"), and BullsEye Telecom, Inc., in its capacity as a certified provider of local
wireline Telecommunications Service ("BullsEye"), with its address for this Agreement at 25900
Greenfield Road, Suite 330, Oak Park, Michigan, 48237.
(CenturLink and BullsEye being referred to collectively as the "Parties" and each individually
as a "Party"). This Agreement covers services in the State of Idaho only (the "State").
WHEREAS, Section 251 of the Telecommunications Act of 1996 (the "Act") imposes specific
obligations on LECs with respect to the resale of their Telecommunications Services, and
WHEREAS, CenturyLink represents and warrants that it is a "rual telephone company" as that
term is defined in the Act, 47 U.S.C. 153. Pursuant to Section 251 (£)(1) of the Act, CenturyLink
is exempt from Section 251 (c) of the Act. Notwithstanding such exemption, CenturyLink has
entered into and accepted this Agreement. CenturyLink's execution of the Agreement does not in
any way constitute a waiver or limitation of CenturyLink's rights under Section 251 (£)(1) or 251
(£)(2) of the Act. Accordingly, CenturyLink expressly reserves the right to assert its right to an
exemption or waiver and modification of Section 251 (c) of the Act..
NOW, THEREFORE, in consideration of the mutual provisions contained herein and other
good and valuable consideration, the receipt and suffciency of which are hereby acknowledged,
and without waiving any reservation of rights set forth herein, CenturLink and BullsEye hereby
covenant and agree as follows:
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article I: Purpose, Intent and Scope of Agreement
Page 2
ARTICLE I: PURPOSE, INTENT AND SCOPE OF AGREEMENT
1.0 PURPOSE OF THE AGREEMENT
This Agreement governs the purchase by BullsEye of certain Telecommunications
Services provided by CenturyLink in its franchised areas in the State pursuant to the
obligations of Local Exchange Carers under the Telecommunications Act of 1996, and
as amended from time to time and codified at 47 U.S.C. §§ 151, et seq. This Agreement
will be submitted to the State Public Service or Public Utilities Commission, as
applicable (the "Commission") for approvaL. The Parties agree that their entr into this
Agreement is without prejudice to and does not waive any positions they may have taken
previously, or may take in the future, in any legislative, regulatory, judicial or other
public foru addressing any matters, including matters related to the same types of
arangements and/or matters related to CenturLink's rates and cost recovery that may be
covered in this Agreement. Where applicable, BullsEye agrees to accept these terms and
conditions with CenturyLink based on this Agreement as reciprocaL.
2.0 INTENT OF THE AGREEMENT
Whereas Sections 251 and 252 of the Telecommunications Act of 1996, as amended from
time to time, impose specific obligations on the Parties to interconnect with each other's
networks and access to certain services and facilities, the terms and conditions contained
in this Agreement are intended to set forth the specific arrangements and services by
which the Parties wil discharge their respective obligations under Applicable Law.
Furthermore, to the extent they apply to CenturyLink's provision of services and/or
facilities to BullsEye, such terms are intended to apply only to the extent required by
Applicable Law.
3.0 SCOPE OF THE AGREEMENT
The following constitute pars of this Agreement:
Agreement: Preface & Recitals
Aricle I: Purpose, Intent and Scope of Agreement
Aricle II: Definitions
Aricle III: General Terms & Conditions
Aricle IV: Resale
Aricle V: Maintenance
Aricle VI: Access to Operations Support Systems (OSS)
Aricle VII: Pricing
Signature Page
The terms and conditions set forth in the Agreement, together with those set forth in its
given Aricles, are integrally and legitimately related, and shall govern the provision of
services and/or facilities by CenturyLink to BullsEye.
Effective Jan.l1, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and BullsEye - State of Idaho
Article II: Definitions
Page 3
ARTICLE II: DEFINITIONS
1.0 GENERAL RULES
1.1 Unless the context clearly indicates otherwise, the definitions set forth in Section
2 of this Aricle II shall apply to all Aricles and Appendices contained in this
Agreement. A defined term intended to convey the meaning stated in this Aricle
II is capitalized when used.
1.2 Additional definitions that are specific to the matters covered in a paricular
Aricle, Appendix or provision may appear in that Aricle, Appendix or provision.
To the extent that there is any conflct between a definition set forth in this Aricle
II and any definition in a specific Aricle, Appendix or provision, the definition
set forth in the specific Aricle, Appendix or provision shall control with respect
to that Aricle, Appendix or provision.
1.3 Capitalized terms that are not otherwise defined in this Aricle II or Agreement
but are defined in the Telecommunications Act of 1996 ("Act") and/or the orders
and rules implementing the Act shall have the meaning set forth in the Act or in
such orders and rules.
1.4 Terms used in a Tariff shall have the meanings stated in the Tariff or State Price
List in states where detariffing regulation has been implemented.
1.5 Unless the context clearly indicates otherwise, any term defined in this Aricle II
which is defined or used in the singular shall include the plural, and any term
defined in this Aricle II which is defined or used in the plural shall include the
singular.
1.6 The words "shall" and "wil" are used interchangeably throughout the Agreement
and the use of either indicates a mandatory requirement. The use of one or the
other shall not confer a different degree of right or obligation for either Pary.
2.0 DEFINITIONS
2.1 "Act" or "the Act"
The Communications Act of 1934, as amended by the Telecommunications Act of
1996, and as amended from time to time and codified at 47 U.S.c. §§ 151, et seq.
2.2 Advanced Services
"Advanced Services" means intrastate or interstate wireline Telecommunications
Services (including, but not limited to, ADSL, IDSL, xDSL, Frame Relay and
Cell Relay) that rely on packetized or Packet Switched technology that enable
users to originate and receive high-quality voice, data, graphics and/or video
telecommunications using any technology.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and BullsEye - State of Idaho
Article II: Definitions
Page 4
2.3 Affiliate
"Affiiate" shall have the meaning set forth in § 153(1) of the Act.
2.4 Intentionally left blank
2.5 Applicable Law
All effective laws, statutes, common law, governental regulations, ordinances,
codes, rules, guidelines, orders, permits and approvals of any governental
authority (including, without limitation, the Commission and the FCC) that apply
to the subject matter of this Agreement.
2.6 As-Is Transfer (AIT)
The transfer of all Telecommunications Services and features available for resale
that are curently being provided for a specific account, without the requirements
of a specific enumeration of the services and features on the Local Service
Request (LSR), with all such services being provided "as is."
2.7 Intentionally left blank.
2.8 Bil Date
The effective date for which a CenturLink service is biled and/or invoiced to a
customer. The Bill Date shall be the date one day past the billng cycle close date.
The Bil Date is the same date each month for recurng bils and is included on
any such bil or invoice.
2.9 Bil Due Date
Refers to the date that a bil or invoice is due and payable. The Bil Due Date
shall be the date thirty (30) days from the Bill Date.
2.10 Business Day
Monday through Friday, 8 am to 5 pm Central Standard or Daylight Savings time,
except for (1) holidays observed by the United States governent; (2) days on
which the non-priority U.S. mail is not delivered; and (3) company holidays on
which CenturyLink is offcially closed for business and except as otherwise
specifically stated or provided for in other documentation incorporated into this
agreement.
2.11 Intentionally left blank
2.12 Central Office (CO)
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article II: Definitions
Page 5
A telephone company building where customer lines are joined to a switch or
switches for connection to the PSTN.
2.13 Central Office Switch
A switch used to provide Telecommunications Services including (1) End Office
Switches which are Class 5 switches from which end-user Telephone Exchange
Services are directly connected and offered, and (2) Tandem Offce Switches
which are Class 4 switches used to connect and switch trunk circuits between and
among Central Offce Switches. Central Offce Switches may be employed as
combination End Office/Tandem Office Switches (combination Class 5/Class 4).
2.14 CenturyLink Operating Company (CTOC) or CenturyLink
.
The single CenturyLink Operating Company in the State that is a Pary to this
Agreement.
2.15 Intentionally left blan
2.16 CenturyLink Service Guide
The CenturLink Service Guide is a document that contains CentuLink's
operating procedures for service ordering, provisioning, biling, maintenance,
trouble reporting and repair for wholesale services. Except as specifically
provided otherwise in this Agreement, CenturyLink's processes for service
ordering, provisioning, biling, maintenance, trouble reporting and repair shall be
governed by the CenturyLink Service Guide, which may be amended from time to
time by CenturyLink as needed.
2.17 Certificate of Operating Authority
A certification by the State Commission that BullsEye has been authorized to
operate within the State as a provider of local Telephone Exchange Services
within CenturLink's local service area; in many states this certification is known
as a Certificate of Public Convenience and Necessity.
2.18 CLASS
An acronym for Custom Local Area Signaling Services. CLASS is based on the
availability of Common Chanel Signaling (CCS). CLASS consists of number-
translation services such as call-forwarding and caller identification, available
within a local exchange. CLASS is a service mark of Bell core, now Telcordia.
2.19 CLEC Profie
A CenturyLink form required to be completed and submitted to CenturLink by
any Telecommunications Carrer requesting the ability to initiate any order
submission to CenturLink. Among other things, a Telecommunication Carer is
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article II: Definitions
Page 6
required to provide CenturyLink, on the CLEC Profie, the following: its
Operating Company Number (OCN), Company Code (CC), and Customer Carer
Name Abbreviation (CCNA).
2.20 Commission
The State Public Service or Public Utility Commission, as applicable.
2.21 Competitive Local Exchange Carrier (CLEC)
A "Local Exchange Carer," as defined in § 153(26) of the Act, authorized to
provide Telephone Exchange Services or Exchange Access services in
competition with an ILEC.
2.22 Contract Year
A twelve (12) month period during the term of the Agreement commencing on the
Effective Date and each aniversar thereof.
2.23 Intentionally left blank
2.24 Customer Proprietary Network Information (CPNI)
"Customer Proprietary Network Information" or "CPNI" shall have the meaning
set forth in 47 U.S.c. § 222.
2.25 Customer Service Record (CSR)
A record detailing the services to which an End User Customer subscribes from
its telecommunications provider(s).
2.26 Customer Service Record Search
A process requested by CLEC prior to account conversion from CenturLink or
from another CLEC that typically searches for basic account information,
listing/directory information, service and equipment listing, and biling
information for a customer. The CLEC must have obtained a LOA from the End
User Customer prior to requesting a Customer Service Record Search. A
Customer Service Record Search wil be obtained by means of a LSR where such
request is permitted by the provisions of this Agreement.
2.27 Intentionally left blank
2.28 Disputed Amounts
An amount or any portion of bill or invoice sent to a Pary that the biled Pary
contends, in good faith, is not due and payable. For an amount to qualify as a
Disputed Amount, the biled Pary must provide written notice to the biling Pary
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and BullsEye - State of Idaho
Article II: Definitions
Page 7
of the nature and amount of the disputed charge(s) using the process and time
period established by the biling Pary.
2.29 E-911 Service
An emergency telephone system which includes network switching, database and
CPE elements capable of providing selective routing, selective transfer, fixed
transfer, caller routing and location information, and/or ALI and is used to route
911 calls to a PSAP that uses a customer location database to determine the
location to which a call should be routed.
2.30 Effective Date
The date on which the last Pary to this Agreement executes the Agreement,
unless prior Commission approval is required in order to make the Agreement
effective between the Paries If such Commission approval is required, the
Effective Date shall be either the date on which the Commission deems the
Agreement approved or, the date on which the Commission deems the Agreement
effective, whichever the case may be.
2.31 Intentionally left blank
2.32 "End User" or "End User Customer"
Any individual, business, association, corporation, governent agency or entity
other than an Interexchange Carrer (IXC), Competitive Access Provider (CAP)
or Commercial Mobile Radio Service (CMRS) provider (also known as a
Wireless Carer) that subscribes to Telecommunications Services provided by
either of the Parties and does not resell it to others. As used herein, this term
does not include any of the Paries to this Agreement with respect to any item or
service obtained under this Agreement.
2.33 Exchange Access
Exchange Access shall have the meaning set forth in § 153(16) the Act.
2.34 Intentionally left blank
2.35 Intentionally left blank.
2.36 Facilty
All buildings, equipment, strctures and other items located on a single site or
contiguous or adjacent sites owned or operated by the same persons or person as
used in Aricle III.
2.37 FCC
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article II: Definitions
Page 8
The Federal Communications Commission.
2.38 Federal Universal Service Charge (FUSC)
An end-user charge that allows a Telecommunications Carrer to recover the costs
of its universal service contributions from its customers.
2.39 Federal Universal Service Fund (FUSF)
A fud administered by the National Exchange Carers Association (NECA) into
which Telecommunications Carers pay their universal service contributions.
2.40 Foreign Exchange (FX)
Service offerings of local exchange carers that are purchased by customers and
which allow such customers to obtain Telephone Exchange Service from a
mandatory local callng area other than the mandatory local calling area in which
the customer is physically located. Examples of this type of service include, but
are not limited to, Foreign Exchange Service, CENTREX with Foreign Exchange
Telephone Service Option, and ISDN-PRI Out-of-Calling Scope (both Two-Way
and Terminating Only).
2.41 Incumbent Local Exchange Carrier (lLEC)
An "Incumbent Local Exchange Carrer" or "ILEC" shall have the meaning set
forth in 47 U.S.c. § 251(h).
2.42 Initial Service Order
An order submitted by BullsEye to CenturLink initially ordering a service
required by this Agreement.
2.43 Intentionally left blank
2.44 Intellectual Property
For purposes of this Agreement, "Intellectual Property" means (a)
inventions(whether patentable or unpatentable and whether or not reduced to
practice), all improvements thereto, patents, patent applications and patent
disclosures, and all reissuances, continuations, revisions, extensions and re-
examinations thereof, (b) trademarks, service marks, trade dress, 10gos, trade
names, domain names and corporate names, and translations, adaptions,
derivations and combinations thereof and goodwill associated therewith, and all
applications, registrations and renewals in connection therewith, (c) copyrghtable
works, copyrghts and applications, registrations and renewals relating thereto, (d)
mask works and applications, registrations and renewals relating thereto, (e) trade
secrets and confidential business information (including ideas, research and
development, know-how, formulae, compositions, manufactung and production
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article II: Definitions
Page 9
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), (£) computer software (including data and related
documentation), (g) other proprietary rights, and (h) copies and tangible
embodiments thereof (in whatever form or medium).
2.45 Intellectual Property Claim
For purposes of this Agreement, "Intellectual Property Claim" means any actual
or threatened claim, action or proceeding relating to Intellectual Property.
2.46 Interexchange Carrier (lXC)
A carrer that provides, directly or indirectly, InterLATA or IntraLATA
Telephone Toll Service.
2.47 Local Callng Area (LCA)
Local Callng Area (LCA) traffic is traffc originates and terminates in the 10cal
exchange area, and any mandatory Extended Area Service (EAS) exchanges, as
defined in CenturyLink's local exchange tarffs.
2.48 Local Exchange Carrier (LEC)
"Local Exchange Carrer" or "LEC" shall have the meaning set forth in § 153(26)
of the Act.
2.49 Local Service Request (LSR)
The Ordering and Biling Forum document designated by CenturyLink to be used
by the Paries to establish, add, change or disconnect local Telecommunications
Services for the purose of providing competitive local Telecommunications
Services. Sometimes referred to as a Service Order.
2.50 National Security Emergency Procedures (NSEP)
Federal procedures that apply to Telecommunications Carers that are used to
maintain a state of readiness or to respond to and manage any event or crisis that
causes or could cause injury or harm to the population, damage to or loss of
property, or degrade or threaten the national security or emergency preparedness
of the United States.
2.51 911 Service
An emergency reporting system to facilitate the reporting of emergencies
requiring response by a public safety agency whereby a caller can dial a common
number (911) for emergency services. Basic 911 is an emergency telephone
system which automatically connects 911 callers to a designated answering point.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article II: Definitions
Page 10
Call routing is determined by originating Central Office only. Basic 911 mayor
may not support ANI and/or ALI.
2.52 Numbering Plan Area (NPA)
Also sometimes referred to as an "area code," an NP A is the three-digit indicator,
which is defined by the "A", "B", and "C" digits of each 10-digit telephone
number within the NANP. Each NP A contains 800 possible NXX Codes. There
are two general categories of NP A: "Geographic NP As" and "Non-Geographic
NP As". A Geographic NP A is associated with a defined geographic area, and all
telephone numbers bearng such NP A are associated with services provided
within that geographic area. A Non-Geographic NP A, also known as a "Service
Access Code" or "SAC Code" is typically associated with a specialized
Telecommunications Service that may be provided across multiple geographic
NP A areas. 800, 900, 700, and 888 are examples of Non-Geographic NP As.
2.53 NXX, NXX Code, Central Office Code or CO Code
The three-digit switch entity indicator that is defined by the "D", "E", and "F"
digits of a 10-digit telephone number within the NANP. Each NXX Code
contains 10,000 station numbers.
2.54 Operations Support Systems (OSS)
The pre-ordering, orderig, provisioning, maintenance and repair, and biling
fuctions supported by CenturLink's databases and information.
2.55 Optional EAS Traffc
Optional EAS Traffic is local calling scope traffic that, under an optional rate
package chosen by the End User Customer, terminates at a physical location
outside of that End User Customer's Local Calling Area or mandatory Extended
Area Service (EAS).
2.56 Party or Parties
"Party" shall mean CenturLink or BullsEye depending on the context. "Paries"
refers collectively to both CentuLink and BullsEye.
2.57 Public Safety Answering Point (PSAP)
A facility that has been designated to receive 911 calls and route them to
emergency services personneL. A PSAP may be designated as Primary or
Secondary. Primary PSAPs are facilities to which 911 calls are routed directly
from the 911 control office; Secondary PSAPs are facilities to which 911 calls are
transferred from a Primar PSAP.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article II: Definitions
Page 11
2.58 "Repeatedly delinquent"
As used in Aricle III, "repeatedly delinquent" shall refer to the failure to remit or
pay a bill under this Agreement within thirty (30) calendar days after the bil due
date, three (3) or more times durng a twelve (12) month period..
2.59 Routine Network Modifcations
A Routine Network Modification is an activity that CentuLink regularly
undertakes for its own customers.
Routine Network Modifications do not include: the constrction of a new loop or
new transport; installation of new aerial or buried cable; splicing cable at any
location other than an existing splice point or at any location where a splice
enclosure is not already present; securng permits, rights-of-way, or building
access arrangements; constructing and/or placing new manholes, handholes,
poles, ducts or conduits; installng new terminals or terminal enclosure (e.g.,
controlled environmental vaults, huts, or cabinets); or providing new space or
power for requesting carrers; or removing or reconfiguring packetized
transmission facility. CenturyLink is not obligated to perform these and other
similar activities for BullsEye.
2.60 Selective Router (SR)
A device that routes E911 calls to the appropriate PSAP based on the caller's
location.
2.61 Service Affecting
A "Service Affecting" issue or dispute shall mean that such issue or dispute,
unless resolved, places a Party's End User Customer in immediate or imminent
risk of not being able to use the service to which that End User Customer
subscribes.
2.62 Service Order
See "LSR."
2.63 State
As used in this Agreement, "State" shall refer to the state in which services are to
be provided under this Agreement. For puroses of this Agreement, "State" shall
mean the State of Idaho.
2.64 Subsidiary
A corporation or other legal entity that is majority owned by a Party.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article II: Definitions
Page 12
2.65 Switched Access Services
The offering of transmission and/or switching services to Telecommunications
Carrers for the purpose of the origination or termination of Telephone Toll
Services. Any traffic that does not meet the definition of Local Traffic wil be
considered Switched Access Traffc. Switched Access Services include: Feature
Group A, Feature Group B, Feature Group C, Featue Group D, 500, 700, 800
access and 900 access services. The term "Switched Access Service" is
interchangeable with "Switched Exchange Access Service."
2.66 Tariff
Any applicable Federal or state tariff of a Pary, as amended from time-to-time.
2.67 Telecommunications
"Telecommunications" shall have the meaning set forth in § 153(43) of the Act.
2.68 Telecommunications Carrier
"Telecommunications Carer" shall have the meaning set forth in § 153(44) of
the Act.
2.69 Telecommunications Service
"Telecommunications Service" shall have the meaning set forth in § 153(46) of
the Act.
2.70 Telecommunications Service Priority (TSP)
A procedure established by the National Communications System Office (NCSO)
used by a Telecommunications Carer to establish priorities in deciding which
lines and trus to restore subsequent to an outage. Generally, the highest priority
goes to federal law enforcement and military usage, with local emergency
services (including 911 Service) and medical facilities following..
2.71 Telephone Exchange Service
"Telephone Exchange Service" shall have the meaning set forth in § 153(47) of
the Act.
2.72 "Telephone Toll" or "Telephone Toll Service"
"Telephone Toll" or "Telephone Toll Service" is telephone service between
stations in different exchange areas. Telephone Toll traffc can be either
"IntraLATA Toll Traffc" or "lnterLATA Toll Traffc" depending on whether the
originating and terminating points are within the same LATA.
Effective Jan.l 1, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article II: Definitions
Page 13
2.73 Time and Material Charges
Time and Materials Charges are charges for non-standard or individual-case-basis
work requested by BullsEye. "Time" charges are for the cost of labor which
includes, but is not limited to, work preparation and actual work. This labor time
is multiplied by an applicable labor rate. "Material" charges are for the cost of
items required to fulfill the job requirements.
2.74 Vertical Features (including CLASS Features)
Featues, fuctions and capabilities provided through operation of hardware and
software comprising a switch.
2.75 Website
As used in this agreement, Website shall mean the CenturyLink wholesale
website.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 14
ARTICLE III: GENERAL TERMS & CONDITIONS
I.
GENERAL TERMS & CONDITIONS
REGARDING APPLICATION, EFFECTIVE DATE, TERM AND GOVERNING LAW
1.0 APPLICATION OF THESE GENERAL TERMS & CONDITIONS
Except as may otherwise be set forth in a particular Aricle or Appendix of this
Agreement, in which case the provisions of such Aricle or Appendix shall control, these
General Terms & Conditions apply to all Aricles and Appendices of this Agreement.
2.0 EFFECTIVE DATE, TERM & TERMINATION
2.1 Effective Date. This Agreement wil be effective only upon execution by both
Paries unless prior Commission approval is required, in which case this
Agreement shall be effective upon Commission approval, The Parties agree that
orders for services under this Agreement wil not be submitted or accepted until
the latter of (a) the completion of all account set up activities including but not
limited to the submission of the CLEC Profile required by Section 13, the
submission of applicable forecasts, the completion of joint planing meetings,
and the creation of billng codes for BullsEye; or (b) sixty (60) Calendar Days
after the Effective Date of this Agreement; unless the Paries mutually agree upon
a different date based on the specific circumstances of the Paries' relationship.
The "Effective Date" of this Agreement for all puroses wil be the latest date
reflected by the signing Paries.
2.2 Term. This Agreement shall be effective as of the Effective Date and, unless
cancelled or terminated earlier in accordance with the terms hereof, shall continue
in effect until two years after the effective date (the "Initial Term"). If neither
Party elects to terminate this Agreement as of the date of termination of the Initial
Term, this Agreement shall continue in force and effect on a month-to-month
basis (each one-month period constituting a "Follow-on Term") unless and until
cancelled or terminated as provided in this Agreement.
2.2.1 Notwithstanding the above, CenturyLink at its discretion may
terminate this Agreement after twelve consecutive months of inactivity
on the part of BullsEye, upon 90 days wrtten notice to CLEC.. Inactivity
is defined as BullsEye's failure to initiate the required pre-ordering
activities, BullsEye's failure to submit any orders pursuant to this
Agreement's terms or BullsEye's failure to originate or terminate any
Local Traffc pursuant to this Agreement's terms.
2.3 Notice of Termination. Either BullsEye or CenturyLink may terminate this
Agreement effective upon the expiration of the Initial Term by providing wrtten
notice of termination ("Notice of Termination") at least ninety (90) calendar days
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 15
in advance of the applicable date of termination. Either BullsEye or CenturyLink
may terminate this Agreement effective upon the expiration of a Follow-on Term
by providing a written Notice of Termination at least thirty (90) calendar days in
advance of the applicable date of termination.
2.4 Effect on Termination of Negotiating Successor Agreement. If either BullsEye or
CenturyLink provides notice of termination pursuant to Section 2.3 and, on or
before the noticed date of termination, either BullsEye or CenturyLink has
requested negotiation of a new resale agreement, this Agreement shall remain in
effect until the earlier of: (a) the effective date of a new resale agreement between
BullsEye and CenturLink; or, (b) the date 180 calendar days after the date of
termination identified in the Notice of Termination. If a new interconnection
agreement has not been approved by 180 days after the date of termination
identified in the Notice of Termination, then CentuLink and BullsEye may
mutually agree to continue to operate on a month to month basis under the terms
set forth herein until (a) a new agreement has been approved or (b) until BullsEye
ceases providing service in CenturLink's exchanges. Should the Paries not
agree to continue to operate under the terms set forth herein after 180 days, then
the provisions of Section 2.5 shall be required. The foregoing shall not apply to
the extent that this Agreement is otherwise cancelled or terminated in accordance
with Section 2.6 (Termination Upon Default) or Section 2.7 (Termination Upon
Sale).
2.5 Termination and Post-Termination Continuation of Services. If either BullsEye
or CenturyLink provides notice of termination pursuant to Section 2.3 and, by
11 :59 p.m. Central Time on the proposed date of termination, neither BullsEye
nor CenturyLink has requested negotiation of a new resale agreement, (a) this
Agreement will terminate at 11 :59 p.m. Central Time on the termination date
identified in the Notice of Termination, and (b) the services and fuctions being
provided by CenturyLink under this Agreement at the time of termination,
including the exchange of local traffc, wil be terminated unless the Paries
jointly agree to other continuing arangements. BullsEye may request that such
services or functions continue to be provided pursuant to (i) an applicable
Tarff(s) if the service is included is the same; (ii) other terms and conditions
made generally available by the Commission to local Telecommunications
Service providers, if any; or (iii) terms and conditions available under Section
252(i) of the Act, if elected by BullsEye. If BullsEye elects to have such services
or functions continue pursuant to terms and conditions available under Section
252(i) of the Act, the continuation of such services and fuctions shall be
governed by the terms and conditions adopted by BullsEye under Section 252(i).
Should BullsEye fail to follow the terms of this Section 2.5, BullsEye agrees that
its termination notice shall be invalidated and considered withdrawn and it shall
continue to be accountable and liable for all its obligations under the terms of this
Agreement.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 16
2.6 Suspension or Termination Upon Default. Either Party may suspend or terminate
this Agreement, in whole or in part, in the event of a Default (defined below) by
the other Party; provided, however, that the non-defaulting Pary notifies the
defaulting Pary in wrting of the Default and the defaulting Pary does not cure
the Default within thirty (30) calendar days of receipt of wrtten notice thereof.
Following CenturyLink's notice to BullsEye of its Default, CenturyLink shall not
be required to process new service orders until the Default is timely cured.
"Default" is defined to include:
(a) A Pary's insolvency or the initiation of bankptcy or receivership
proceedings by or against the Party; or
(b) The revocation by the Commission of a Party's Certificate of Operating
Authority, or
(c) A Party's violation of any material term or condition of the Agreement; or
(d) A Pary's refusal or failure in any material respect to properly perform its
obligations under this Agreement, including but not limited to its refusal
or failure to pay undisputed charges (pursuant to Section 9) within thirty
(30) calendar days after the bil date.
2.7 Termination Upon Sale. Notwithstanding anything to the contrary contained
herein, a Pary may terminate this Agreement as to a specific operating area or
portion thereof if such Party sells or otherwise transfers the area or portion
thereof to a non-affliate. The selling or transferrng Pary shall provide the other
Pary with at least sixty (60) calendar days' prior wrtten notice of such
termination, which shall be effective on the date specified in the notice.
Notwithstanding termination of this Agreement as to a specific operating area,
this Agreement shall remain in full force and effect in the remaining operating
areas. A Party may continue to place orders for up to 30 days following the 60
days wrtten notice and up to 120 days to migrate existing customers.
2.8 Liability Upon Termination. Termination of this Agreement, or any par hereof,
for any cause shall not release either Party from any liability (i) which, at the time
of termination, had already accrued to the other Party, (ii) which thereafter
accrues in any respect through any act or omission occurng prior to the
termination, or (iii) which accrues from an obligation that is expressly stated in
this Agreement to surive termination.
2.9 Predecessor Agreements.
2.9.1 Except as stated in Section 2.9.2 or as otherwise agreed in writing by the
Parties:
Effective Jan. i 1, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 17
2.9.1.1 any prior resale agreement between the Paries for the State of
Colorado pursuant to Section 252 of the Act and in effect
immediately prior to the Effective Date is hereby terminated; and
2.9.1.2 any services that were purchased by one Party from the other
Pary under a prior resale agreement between the Paries for the
State of Colorado pursuant to Section 252 of the Act and in effect
immediately prior to the Effective Date, shall as of the Effective
Date be subject to the prices, terms and conditions under this
Agreement.
2.9.2 Except as otherwise agreed in wrting by the Paries, if a service
purchased by a Pary under a prior resale agreement between the Paries
pursuant to Section 252 of the Act was subject to a contractual
commitment that it would be purchased for a period of longer than one
month, and such period had not yet expired as of the Effective Date and
the service had not been terminated prior to the Effective Date, to the
extent not inconsistent with this Agreement, such commitment shall
remain in effect and the service will be the prices, terms and conditions of
this Agreement; provided, that if this Agreement would materially alter
the terms of the commitment, either Pary make elect to cancel the
commitment.
2.9.3 If either Party elects to cancel the commitment pursuant to the proviso in
Section 2.9.2, the purchasing Pary shall not be liable for any termination
charge that would otherwise have applied. However, if the commitment
was cancelled by the purchasing Pary, the purchasing Pary shall pay the
difference between the price of the service that was actually paid by the
purchasing Party under the commitment and the pnce of the service that
would have applied if the commitment had been to purchase the service
only until the time that the commitment was cancelled.
3.0 APPLICABLE LAW
3.1 Applicable Law. The term Applicable Law, as used in this Agreement, shall
mean all effective laws, statutes, common law, governental regulations,
ordinances, codes, rules, guidelines, orders, permits and approvals of any
governental authority (including, without limitation, the Commission and the
FCC) that apply to the subject matter of this Agreement.
3.2 Rule of Constrction. The Parties acknowledge that, except for provisions
incorporated herein as the result of an arbitrated decision, if any, the terms and
conditions of this Agreement have been mutually negotiated, and each Pary has
relied solely on the advice of its own legal counsel in accepting such negotiated
terms and conditions. This Agreement shall be fairly interpreted in accordance
with its terms. No rule of constrction requiring interpretation against the
drafting Pary hereof shall apply in the interpretation of this Agreement.
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 18
3.3 Choice of Law and Venue. This Agreement shall be governed by and construed
in accordance with the Act, applicable federal and (to the extent not inconsistent
therewith) domestic laws of the State where the services are being provided, and
shall be subject to the exclusive jurisdiction of the State of Colorado or of the
federal courts in the State of Colorado . In all cases, choice of law shall be
determined without regard to a local State's conflcts oflaw provisions.
3.4 Parties' Agreement to Comply with Applicable Law. Each Party shall remain in
compliance with Applicable Law in the course of performing this Agreement.
3.4.1 Neither Party shall be liable for any delay or failure in performance
resulting from any requirements of Applicable Law, or acts or failures to
act of any governental entity or offciaL.
3.4.2 Each Party shall promptly notify the other Pary in wrting of any
governental action that limits, suspends, cancels, withdraws, or
otherwise materially affects, the notifying Party's ability to perform its
obligations under this Agreement.
3.4.3 Each Party shall be responsible for obtaining and keeping in effect all
FCC, Commission, franchise authority and other regulatory approvals that
may be required in connection with the performance of its obligations
under this Agreement.
3.5 Severability. If any provision of this Agreement is held by a court or regulatory
agency of competent jurisdiction to be unenforceable or invalid under Applicable
Law, such unenforceability or invalidity shall not render unenforceable or invalid
any other provision of this Agreement, and this Agreement shall be constred as
if it did not contain such unenforceable or invalid provision; provided, that if the
unenforceable or invalid provision is a material provision of this Agreement, or
the unenforceability or invalidity materially affects the rights or obligations of a
Pary hereunder or the ability of a Party to perform any material provision of this
Agreement, the Paries shall promptly renegotiate in good faith and amend in
writing this Agreement in order to make such mutually acceptable revisions to
this Agreement as may be required in order to conform the Agreement to
Applicable Law. If such amended terms cannot be agreed upon within a
reasonable period, either Pary may, upon written notice to the other Pary,
terminate this Agreement without penalty or liability for such termination.
II. OTHER GENERAL TERMS & CONDITIONS
4.0 AMENDMENTS
Any amendment, modification, deletion or supplement to this Agreement must be in
wrting and signed by an authorized representative of each Pary. The term "Agreement"
shall include any such future amendments, modifications, deletions and supplements.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 19
If a change in Applicable Law requires CenturLink, pursuant to Section 12.2, to offer a
new service under this Agreement, BullsEye may submit a wrtten request to
CenturyLink to amend this Agreement to add terms and conditions for the provision of
the new service using either of the following options:
4.1 Option 1: CenturLink wil provide BullsEye with a form "Attachment"
that wil amend the Agreement. This Attachment wil identify the
specific terms and conditions of the Agreement affected by the change in
Applicable Law and will set forth the specific terms and conditions to be
amended that are applicable to the new service. CenturyLink also shall
submit the executed form Attachment to the Commission for approval as
required by 47 U.S.C. § 252(e). BullsEye may begin ordering the new
service pursuant to the terms of the Attachment as soon as it executes the
amended Attachment.
4.2 Option 2: If BullsEye desires to negotiate an amendment to the
Agreement with terms and conditions for the new service that are
different than those contained in CenturyLink's form Attachment,
BullsEye must send CenturyLink a request to negotiate. The Parties
agree to negotiate in good faith the terms and conditions for the new
service. Whether the Parties agree to acceptable terms and conditions
through negotiations or resolve such terms and conditions through
arbitration, the terms and conditions for the new service arrved at
through this Option 2 shall not become effective until they are approved
by the Commission pursuant to 47 U.S.c. § 252(e).
5.0 ASSIGNMENT
Any assignent, in whole or in par, by either Party of any right, obligation, duty or
interest arsing under the Agreement without the written consent of the other Pary shall
be null and void, except that either Pary may assign, to the extent consistent with
Applicable Law, all of its rights, and delegate its obligations, liabilties and duties under
this Agreement, either in whole or in par, to any entity that is, or that was immediately
preceding such assignent, a subsidiar or Affiiate of that Party without consent, upon
ninety (90) calendar days' wrtten notification. The effectiveness of an assignent shall
be conditioned upon the assignee's wrtten assumption of the rights, obligations, and
duties of the assigning Pary, and the other Party being reasonably satisfied that the
assignee is able to fulfill the assignor's obligations hereunder. Any attempt to make an
assignent or delegation in violation of this section shall constitute a default of this
Agreement.
6.0 ASSURANCE OF PAYMENT
Upon request by CenturyLink, BullsEye shall provide to CenturLink a deposit for or an
adequate assurance of payment of amounts due (or to become due) to CenturyLink
hereunder. BullsEye's failure to provide such deposit or assurance of payment to
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and BullsEye - State of Idaho
Article III: General Terms & Conditions
Page 20
CenturLink within thirty (30) calendar days of CenturyLink's request for same shall
constitute a default under this Agreement.
6.1 When a Deposit/Assurance of Payment Is Required. Such deposit or assurance of
payment of charges may be requested by CenturLink if BullsEye (a) in
CenturyLink's reasonable judgment, at the Effective Date or at any time
thereafter, does not have established credit with CenturyLink, (b) in
CenturyLink's reasonable judgment, at the Effective Date or at any time
thereafter, is unable to demonstrate that it is creditworthy, (c) fails to timely pay a
bil rendered to BullsEye by CenturyLink, or (d) admits its inability to pay its
debts as such debts become due, has commenced a voluntary case (or has had a
case commenced against it) under the U.S. Bankrptcy Code or any other law
relating to banptcy, insolvency, reorganization, winding-up, composition or
adjustment of debts or the like, has made an assignent for the benefit of
creditors or is subject to a receivership or similar proceeding.
6.2 Calculating the Amount of Deposit/Assurance of Payment. Unless otherwise
agreed by the Parties, such deposit will be calculated based on the greater of (1)
CenturLink's estimated two-month charges to BullsEye (including, but not
limited to, both recurng and non-recurrng charges) using BullsEye's forecast of
resale lines and any other facilities or services to be ordered from CentuLink,
or (2) $5,000. If BullsEye does not provide a forecast of its facility or service
demand under this Agreement, BullsEye shall provide, upon CenturLink's
request, a deposit or assurance of payment of charges in an amount of $5000.
6.3 Modifying the Amount of Deposit/Assurance of Payment. CenturyLink reserves
the right, in its sole discretion, to modify the amount of the deposit or assurance
of payment required of BullsEye if BullsEye is repeatedly delinquent in making
its payments, or BullsEye is being reconnected after a disconnection of service or
discontinuance of the processing of orders by CenturLink due to BullsEye's
previous non-payment, or when conditions otherwise justify such action based on
actual billing history and/or the credit rating of BullsEye. "Repeatedly
delinquent" means any payment received thirty (30) calendar days or more after
the bill due date, three (3) or more times durng a twelve (12) month period.
CenturyLink also may require an additional amount of deposit or assurance of
payment at any time after the submission of the original deposit or assurance of
payment if BullsEye's average monthly billng exceeds the estimated two-months
biling based on BullsEye's forecasts referenced in Section 6.2 above or if
BullsEye has failed to make timely payments in accordance with Section 9.2.
6.4 Form of Deposit/Assurance of Payment. Unless otherwise agreed by the Paries,
the deposit or assurance of payment shall, at CentuLink's option, consist of (a)
a cash security deposit in U.S. dollars held by CenturyLink, or (b) an
unconditional, irrevocable standby letter of credit naming CenturyLink as the
beneficiary thereof and otherwise in form and substance satisfactory to
CenturyLink from a financial institution acceptable to CenturyLink.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 21
6.5 Intentionally left blan.
6.6 Interest on Cash Deposit. CenturLink shall pay interest on any such cash
deposit in accordance with state requirements for End User deposits if such exist
6.7 Drawing on Deposit/Assurance of Payment. CenturLink may (but is not
obligated to) draw on the letter of creditor cash deposit, as applicable, upon
notice to BullsEye in respect of any amounts to be paid by BullsEye hereunder
that are not paid within thirty (30) calendar days of the date that payment of such
amounts is required by this Agreement.
6.8 BullsEye's Replenishment of Deposit/Assurance of Payment. If CenturLink
draws on the letter of credit or cash deposit, upon request by CenturLink,
BullsEye shall provide a replacement or supplemental letter of credit or cash
deposit conforming to the requirements of Section 6.2.
6.9 Effect on Other Obligations. Notwithstanding anything else set forth in this
Agreement, if CenturLink makes a request for a deposit or assurance of
payment in accordance with the terms of this Section 6, then CenturyLink shall
have no obligation thereafter to perform under this Agreement until such time as
BullsEye has provided CenturLink with such deposit or assurance of payment.
The fact that a deposit or a letter of credit is requested by CenturLink hereunder
shall in no way relieve BullsEye from compliance with the requirements of this
Agreement (including, but not limited to, any applicable Tarffs) as to advance
payments and timely payment for facilities or services, nor constitute a waiver or
modification of the terms herein pertaining to the discontinuance of services for
nonpayment of any amounts, payment of which is required by this Agreement.
7.0 AUDITS
7.1 Biling Audits. Except as may be otherwise specifically provided in this
Agreement, either Party ("Auditing Party") may audit the other Party's ("Audited
Pary") books, records, documents, facilities and systems for the purpose of
evaluating the accuracy of the Audited Party's bills and invoicing. Such audits
may be performed once in each Contract Year; provided, however, that audits
may be conducted more frequently (but no more frequently than once in each
contract quarter) ifthe immediately preceding audit found previously uncorrected
net inaccuracies in biling in favor of the Auditing Pary having an aggregate
value of at least $50,000. For puroses of this Section 7.1, "Contract Year"
means a twelve (12) month period durng the term of the Agreement
commencing on the Effective Date and each aniversary thereof.
I
7.1.1 Scope of Audit. The scope of the audit shall be limited to the services
provided and/or purchased by the Parties and the associated charges,
books, records, data and other documents relating thereto for the period
which is the shorter of (i) the period subsequent to the last day of the
period covered by the audit which was last performed (or if no audit has
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 22
been performed, the Effective Date) and (ii) the twelve (12) month period
immediately preceding the date the Audited Pary received notice of such
requested audit.
7.1.2 Auditors and Commencement of Audit. The audit shall be performed by
independent certified public accountants selected and paid by the
Auditing Pary. The accountants shall be reasonably competent in
telecommunications and be reasonably acceptable to the Audited Pary.
Prior to commencing the audit, the accountants shall execute an
agreement with the Audited Pary in a form reasonably acceptable to the
Audited Pary that protects the confidentiality of the information
disclosed by the Audited Pary to the accountants. The audit shall take
place at a time and place agreed upon by the Parties; provided, that the
Auditing Pary may require that the audit commence no later than sixty
(60) calendar days after the Auditing Party has given notice of the audit to
the Audited Party; except that the Audited Par has the right to extend
the 60 days for specific resource availability conflct reasons such as the
financial Year End close of books, information or biling system
conversions in progress or schedules to start durng the audit or proper
commitment of resources to other audits or rate cases. In such a case, the
Audited Party must provide wrtten certification of the conflct and the
expected resource availability date. The audit shall be completed within
forty- five (45) calendar days after its commencement.
7.1.3 Cooperation of the Parties. Each Party shall cooperate fully in any such
audit, providing reasonable access to any and all employees, books,
records, documents, facilities and systems, reasonably necessary to assess
the accuracy of the Audited Pary's bills. Each audit shall be conducted
on the premises of the Audited Party where the Audited Pary's records
reside, wil take place during normal business hours and shall comply the
Audited Pary's normal security procedures.
7.1.4 Audit Expenses. Audits shall be performed at the Auditing Pary's
expense, unless the audit found billing errors or inaccuracies in favor of
the Auditing Pary, in which case the Audited Party shall reimburse the
Auditing Pary for its expense in performing said audit. There shall be no
charge for reasonable access to the Audited Party's employees, books,
records, documents, facilities and systems necessary to assess the
accuracy of the Audited Pary's bils.
7.1.5 Audit Summary. Neither Pary shall have access to the data of the other
Party, but shall rely upon sumar results provided by the auditor. The
Audited Pary may redact from the books, records and other documents
provided to the auditor any confidential information of the Audited Pary
that reveals the identity of other customers of the Audited Party. Each
Pary shall maintain reports, records and data relevant to the biling of any
services that are the subject matter of this Agreement for a period of not
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and BullsEye - State of Idaho
Article III: General Terms & Conditions
Page 23
less than twenty-four (24) months after creation thereof, unless a longer
period is required by Applicable Law.
7.1.6 Adjustments. Adjustments to the Audited Party's charges shall be made
to correct errors or omissions disclosed by an audit. The performance of
adjustments shall be subject to examination. The Audited Pary wil
provide a formal written response to any findings in an audit within thirty
(30) calendar days of receipt of any such findings. The Auditing Pary in
tum wil respond to the Audited Pary's response within forty-five (45)
calendar days of receipt of the Audited Party's response.
7.1.7 Overcharges or Undercharges. If any audit confirms any overcharge, then
the biling Party (or the Party that biled for services at more than the
appropriate charge) shall promptly correct any billing error, including
refuding any overpayment by the other Party in the form of a credit on
the invoice for the first full biling cycle after the Paries have agreed
upon the accuracy of the audit results. If any audit confirms any
undercharge, then the billed Pary (or the Pary that was provided services
at less than the appropriate charge) shall immediately compensate the
billing Party for such undercharge. In each case of overcharge or
undercharge, such rectifying credits and/or payments will be subject to
interest at the lesser of one and one-half (1 Yí%) percent per month or the
highest rate of interest that may be charged under Applicable Law,
compounded daily, for the number of days from the date on which such
undercharge or overcharge originated until the date on which such credit
is issued or payment is made and available, as the case may be.
7.1.8 Disputes. Any disputes concerning audit results shall be referred to the
Parties' designated representative(s) who have authority to settle the
dispute. If these individuals canot resolve the dispute within thirty (30)
calendar days of the referral, the matter shall be resolved in accordance
with the procedures set forth in Section 19 regarding dispute resolution.
8.0 AUTHORIZATION AND AUTHORITY
8.1 Each person whose signature appears on this Agreement represents and warants
that he or she has authority to bind the Pary on whose behalf he or she has
executed this Agreement. Each Pary represents he or she has had the
opportnity to consult with legal counsel of his, her or its choosing, and BullsEye
has not relied on CenturyLink's counselor on representations by CenturLink's
personnel not specifically contained in this Agreement, in entering into this
Agreement.
8.2 CenturLink represents and warants that it is a corporation duly organzed,
validly existing and in good standing under the laws of the State of Colorado and
has full power and authority to execute and deliver this Agreement and to
perform its obligations under this Agreement.
Effective Jan.11, 20 I 0
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 24
8.3 BullsEye represents and warants that it is a Corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
full power and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement.
8.4 BullsEye Certification. Notwithstanding any other provision of this Agreement,
CenturyLink shall have no obligation to perform under this Agreement until such
time as BullsEye has obtained such FCC and Commission authorization(s) as
may be required by Applicable Law for conducting business in the State as a
BullsEye. BullsEye must represent and warrant to CenturyLink that it is a
certified local provider of Telephone Exchange Service in the State. BullsEye
wil provide a copy of its Certificate of Operating Authority or other evidence of
its status to CenturyLink upon request. BullsEye shall not place any orders under
this Agreement until it has obtained such authorization. BullsEye shall provide
proof of such authorization to CenturyLink upon request.
9.0 BILLING & PAYMENTSIDISPUTED AMOUNTS
Except as provided elsewhere in this Agreement, BullsEye and CenturLink agree to
exchange all information to accurately, reliably, and properly order and bil for features,
fuctions and services provided under this Agreement.
9.1 Back Billing. The Paries wil bil each other in a timely maner. Neither Pary
wil initiate credit claims or bil the other Party for previously unbiled, under-
biled or over-biled charges for services that were provided more than one (1)
year prior to the applicable bill date. Each Party wil provide prompt notice of
any intent to claim credits or bil for charges incurred more than ninety (90)
calendar days prior.
9.2 Payment. Except as otherwise provided in this Agreement, payment of amounts
biled for services provided under this Agreement, whether biled on a monthly
basis or as otherwise provided in this Agreement, shall be due, in immediately
available U.S. fuds, within thirty (30) calendar days of the Bil Date ("Bil Due
Date"). If the Bil Due Date is a Saturday, Sunday, or has been designated a ban
holiday, payment wil be made the next Business Day. Payments may be
transmitted by electronic fuds transfer. Late payment charges, if any, wil be
payable in accordance with the provisions of this Agreement.
9.3 Late Payment Charges. If any undisputed amount due on a billing statement is
not received by the biling Party by the Bil Due Date, the biling Party shall
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and BullsEye - State of Idaho
Article III: General Terms & Conditions
Page 25
calculate and assess, and the biled Pary agrees to pay, a late payment charge on
the past due balance equal to one and one-half (1 Yí%) percent per month or the
highest rate of interest that may be charged under Applicable Law, compounded
daily, for the number of days from the Bil Date until the date on which such
payment is made. Such late payment charges shall be included on the biling
Pary's next statement to the billed Pary.
9.4 Disputed Amounts. If any portion of an amount biled by a Pary under this
Agreement is subject to a good faith dispute between the Parties, the biled Pary
shall give written notice to the biling Party of the amounts it disputes ("Disputed
Amounts") and shall include in such notice the specific details and reasons for
disputing each item. Such written notice shall be submitted in accordance with
the guidelines for submitting biling dispute claims set forth in CenturyLink's
CLEC Service Guide. Disputed biling claims shall be submitted no later than
the Bil Due Date. Failure by the biled Pary to file any such claim before the
Bill Due Date means that the total charges biled are due and payable to the
biling Party on the due date. The billed Pary may not withhold payment of
amounts past the due date pending a later filing of a dispute, but must pay all
amounts due for which it has not provided a written notice of dispute on or prior
to the Bil Due Date. If the biled Party disputes charges after the Bil Due Date
and has not paid such charges, such charges shall be subject to late payment
charges. Both BullsEye and CenturyLink agree to expedite the investigation of
any Disputed Amounts, promptly provide all documentation regarding the
amount disputed that is reasonably requested by the other Party, and work in
good faith in an effort to resolve and settle the dispute through informal means
prior to initiating formal dispute resolution.
9.4.1 If the biled Party disputes any charges and any portion of the dispute is
resolved in favor of the billed Party, the Paries shall cooperate to ensure
that (a) the biling Pary shall credit the invoice of the biled Pary for that
portion of the Disputed Amount resolved in favor of the billed Party,
together with any late payment charges assessed with respect thereto no
later than the second Bil Due Date after the resolution of the biling
dispute.
9.4.2 If the Paries cannot resolve the dispute through established billing
dispute procedures within 180 days of the billed Pary providing wrtten
notice of Disputed Amounts to the biling Pary, the biled Party shall file
a petition for formal dispute resolution pursuant to Section 20.3 ofthis
Aricle (without regard for any further informal dispute resolution
negotiations that may be referenced in Section 20.3). Ifthe biled Pary
fails to seek formal dispute resolution pursuant to Section 20.3 within one
(1) year of the biled Pary providing written notice to the billing Pary of
such Disputed Amounts, the biled Pary waives its alleged entitlement to
and/or right to withhold such Disputed Amount.
9.5 Effect of Non-Payment.
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 26
9.5.1 If the biled Pary does not remit payment of all undisputed charges on a
bil by the Bil Due Date, the billng Pary may discontinue processing
orders for relevant or like services provided under this Agreement on or
after the tenth (lOth) calendar day following the Bill Due Date. The
biling Pary will notify the other Party in writing, via email or certified
mail, at least five (5) Calendar Days prior to discontinuing the processing
of orders for the relevant services. If the biling Pary does not refuse to
accept additional orders for service(s) on the date specified in such notice,
and the billed Party's non-compliance continues, nothing contained herein
shall preclude the biling Party from refusing to accept any or all
additional orders for service(s) from the non-complying Party without
further notice or from biling and collecting the appropriate charges from
the billed Party. For order processing to resume, the biled Pary will be
required to make full payment of all past and current undisputed charges
under this Agreement for the relevant services. Additionally, the biling
Party may require a deposit or assurance of payment (or additional
deposit or assurance of payment) from the biled Party, pursuant to
Section 6. In addition to other remedies that may be available at law or
equity, the biled Party reserves the right to seek equitable relief,
including injunctive relief and specific performance.
9.5.2 Notwithstanding 9.5.1 above, if the billed Pary does not remit payment
of all undisputed charges on a bil by the Bil Due Date, the billng Pary
may at its option disconnect any and all relevant or related services
provided under this Agreement following written notification to the biled
Pary at least thirty (30) Business Days prior to disconnection of the
unpaid service(s). Such notification may be included in a notification to
refuse to accept additional orders so long as the appropriate dates for each
consequence are listed therein. If the billed Pary subsequently pays all of
such undisputed charges and desires to reconnect any such disconnected
services, the biled Pary shall pay the applicable charge set forth in this
Agreement or in the applicable Tariff for reconnecting each service
disconnected pursuant to this paragraph. In case of such disconnection,
all applicable undisputed charges, including termination charges, shall
become due and payable. If the biling Pary does not disconnect the
biled Pary's service( s) on the date specified in such notice, and the biled
Pary's non-compliance continues, nothing contained herein shall
preclude the billing Party from disconnecting all service(s) of the non-
complying Pary without further notice or from biling and collecting the
appropriate charges from the billed Party. For reconnection of the non-
paid service to occur, the biled Party wil be required to make full
payment of all past and current undisputed charges under this Agreement
for the relevant services. Additionally, the biling Party may require a
deposit or assurance of payment (or additional deposit or assurance of
payment) from the biled Pary, pursuant to Section 6. In addition to other
remedies that may be available at law or equity, the biling Party reserves
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 27
the right to seek equitable relief, including injunctive relief and specific
performance.
9.5.3 Notwithstanding 9.5.1 and 9.5.2 above, if the billing Pary is forced to
undertake collection efforts for undisputed, defaulted or post-termination
amounts outstanding, the biled Pary is liable for reimbursement to the
biling Pary any and all costs associated with the collection of such a debt
including but not limited to collection agency fees and legal fees.
9.6 Universal Service Fund. In order to collect the costs of CenturLink's
contrbution to the Federal Universal Service Fund (FUSF) in an equitable
manner, CenturyLink's End User Customers are being charged a Federal
Universal Service Charge (FUSC). The only customers who are exempt from
paying the FUSC to CenturyLink are those reseller customers who themselves
contrbute to the FUSF, or who otherwise qualify for an exemption under the
FCC's universal service rules. In order to obtain an exemption from paying the
FUSC to CenturyLink, BullsEye must provide CenturyLink a signed statement
certifying that it is reselling the services provided by CentuLink in the form of
telecommunications, and wil, in fact, contrbute directly to the FUSF. If
BullsEye does not provide this statement, or otherwise certify that it is exempt
from remitting the FUSC, CenturyLink must report the revenues obtained from
the provision of service to BullsEye as End User revenues for FUSF contrbution
puroses and will assess a FUSC on BullsEye's customers.
9.6.1 "Federal Universal Service Charge (FUSC)" means an End-User charge
that allows local exchange carers to recover the costs of their universal service
contributions from their customers.
9.6.2 To comply with FCC rules regarding the funding of Universal Service,
BullsEye is required to complete the form entitled "CERTIFICATION OF
FEDERAL UNIVERSAL SERVICE FUN CONTRIBUTION STATUS,"
provided by CenturyLink in order to obtain an exemption from paying the FUSC
to CenturLink. In addition, BullsEye agrees to provide CenturLink with an
updated annual certification, no later than February 1 of each calendar year, so
that CenturyLink may ensure that it continues to accurately report its revenues for
FUSF contribution purposes.
9.6.3 It is expressly understood and agreed by the Paries that BullsEye's
provision to CenturyLink of evidence concerning its making adequate
payments into the FUSF, and BullsEye's representations to CenturLink
in connection therewith, are subject to the indemnfication provisions of
Section 30, which, for puroses of this Section, serve to indemnify
CenturyLink.
10.0 INTENTIONALLY LEFT BLANK
1 1.0 INTENTIONALLY LEFT BLANK
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and BullsEye - State of Idaho
Article III: General Terms & Conditions
Page 28
12.0 CHANGES IN LAW
Except as provided in Section 12.3 below, the terms and conditions of this Agreement
shall be subject to any and all changes in Applicable Law, including but not limited to
changes to rules and regulations that subsequently may be prescribed by any federal,
state or local governental authority having competent jurisdiction.
12.1 Removal of Existing Obligations. Notwithstanding anything in this Agreement
to the contrary, if, as a result of any legislative, judicial, regulatory or other
governental decision, order, determination or action, or any change in
Applicable Law subsequent to the Effective Date, CenturyLink is no longer
required by Applicable Law to continue to provide any service, facility, payment
or benefit otherwise required to be provided to BullsEye under this Agreement,
then CenturyLink may discontinue the provision of any such service, facility,
payment or benefit. CenturLink will provide sixty (60) calendar days prior
written notice to BullsEye of any such discontinuation of a service or facility,
unless a different notice period or different conditions are specified by
Applicable Law for termination of such service, facility, payment or benefit, in
which event such specified period and/or conditions shall apply. The Paries may
amend this Agreement pursuant to Section 4 to reflect such change in Applicable
Law. If BullsEye disputes CenturLink's discontinuance of such service,
facility, payment or benefit, the dispute resolution procedures of Section 20 shall
apply, and any consequent changes to the terms of this Agreement (including
billng terms) as a result of such change in Applicable Law shall be retroactive to
the discontinuation date set forth in CenturLink's wrtten notice to BullsEye or
the date specified by Applicable Law, whichever applies.
12.2 Additions to Existing Obligations. Notwithstanding anything in this Agreement
to the contrary, if, as a result of any legislative, judicial, regulatory or other
governental decision, order, determination or action, or any change in
Applicable Law subsequent to the Effective Date, CenturyLink is required. by
such change in Applicable Law to provide a service not already provided to
BullsEye under the terms of this Agreement, the Parties agree to add or modify,
in wrting, the affected term(s) and condition(s) of this Agreement to the extent
necessary to bring them into compliance with such change in Applicable Law.
The Paries shall initiate negotiations to add or modify such terms upon the
wrtten request of a Party. The Paries agree to negotiate such addüional or
modified terms and conditions within thirty (30) calendar days of receipt of the
requesting Party's written request. If the Paries cannot agree to additional or
modified terms to amend the Agreement, the Parties shall submit the dispute to
dispute resolution pursuant to the procedures set forth in Section 20.
12.3 Notwithstanding Sections 12.1 and 12.2, to the extent that the Parties have agreed
to any terms and conditions set forth in this Agreement that do not reflect or fully
reflect the extent of the Paries' respective rights and/or obligations under
Applicable Law for good and valuable consideration through the process of good
faith negotiations, a subsequent change in Applicable Law may not be given
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and BullsEye - State of Idaho
Article III: General Terms & Conditions
Page 29
effect in this Agreement, through the amendment process or otherwise, without
the mutual consent of both Paries. Any terms reached by the Parties constituting
a Voluntary Agreement to which this Section 12.3 applies shall be identified as
being an agreement made "pursuant to Section 12.3" or by language of similar
import.
13.0 CLEC PROFILE
13.1 BullsEye shall not place any orders under this Agreement until it has completed
and submitted to CenturyLink a "CLEC Profile," in a form provided by
CenturLink and, if required by CenturyLink, paid a deposit for assurance of
payment pursuant to Section 9. Among other things required to be listed on the
CLEC Profile, BullsEye will provide to CenturLink its Operating Company
Number (OCN), Company Code (CC), and Customer Carer Name Abbreviation
(CCNA) as described in the CenturyLink Service Guide. BullsEye wil
document its Certificate of Operating Authority on the CLEC Profile and agrees
to promptly update this CLEC Profile as necessary to reflect its curent
certification.
13.2 Certificate of Operating Authority. BullsEye must represent and warant to
CenturyLink that it is a certified provider oflocal Telephone Exchange Service in
the State. BullsEye wil provide a copy of its Certificate of Operating Authority
or other evidence of its status to CenturLink upon request.
14.0 CONFIDENTIAL INFORMATION
14.1 Identification. Either Party may disclose to the other proprietary or confidential
customer, technical, or business information in wrtten, graphic, oral or other
tangible or intangible forms ("Confidential Information"). In order for
information to be considered Confidential Information under this Agreement, it
must be marked "Confidential" or "Proprietary," or bear a marking of similar
import. Orally or visually disclosed information shall be deemed Confidential
Information only if contemporaneously identified as such and reduced to wrting
and delivered to the other Pary with a statement or marking of confidentiality
within thirty (30) calendar days after oral or visual disclosure.
Notwithstanding the foregoing, pre-orders, and all orders for services placed by
BullsEye pursuant to this Agreement, and information that would constitute
Customer Proprietar Network Information (CPNI) of BullsEye End User
Customers pursuant to the Act and the rules and regulations of the FCC, as well
as recorded usage information with respect to BullsEye End User Customers,
whether disclosed by BullsEye to CenturLink or otherwise acquired by
CenturyLink in the course of its performance under this Agreement, is considered
Confidential Information.
14.2 Handling. In order to protect such Confidential Information from improper
disclosure, each Pary agrees:
Effective Jan.l 1,2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 30
(a) That all Confidential Information shall be and shall remain the
exclusive property of the source;
(b) To limit access to such Confidential Information to authorized
employees who have a need to know the Confidential Information for
performance of this Agreement;
(c) To keep such Confidential Information confidential and to use the
same level of care to prevent disclosure or unauthorized use of any
Confidential Information it receives as it exercises in protecting its own
Confidential Information of a similar nature;
(d) Not to copy, publish, or disclose such Confidential Information to
others or authorize anyone else to copy, publish, or disclose such
Confidential Information to others without the prior written approval of
the source;
(e) To promptly retur any copies of such Confidential Information to
the source at its request;
(f) To use such Confidential Information only for puroses of
performing work or services described hereunder and for other purposes
only upon such terms as may be agreed upon between the Parties in
writing; and
(g) Subject to the exceptions in Section 14.3 below, if the Pary
receiving Confidential Information wishes to disclose the disclosing
Party's Confidential Information to a third-pary, such disclosure must be
agreed to in wrting by the disclosing Party, and the third-pary must have
executed a wrtten agreement of nondisclosure and nonuse comparable in
scope to the terms of this Section.
14.3 Exceptions. These obligations shall not apply to any Confidential Information
that was legally in the recipient's possession prior to receipt from the source, was
received in good faith from a third pary not subject to a confidential obligation to
the source, now is or later becomes publicly known through no breach of
confidential obligation by the recipient, was developed by the recipient without
the developing persons having access to any of the Confidential Information
received in confidence from the source, or that is required to be disclosed
pursuant to subpoena or other legal process issued by a court or administrative
agency having appropriate jurisdiction; provided, however, that, subject to
Sections 28.3 and 28.3.1, the recipient shall give prior notice to the source before
disclosing Confidential Information and shall reasonably cooperate if the source
deems it necessary to seek protective arrangements.
14.4 SurvivaL.
Effective Jan.l 1, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 31
The obligation of confidentiality and use with respect to Confidential Information
disclosed by one Party to the other shall survive any termination of this
Agreement for a period of three (3) years from the date of the initial disclosure of
the Confidential Information.
15.0 CONSENT
Except as otherwise expressly stated in this Agreement (including, but not limited to,
where consent, approval, agreement or a similar action is stated to be within a Party's
sole discretion), where consent, approval, mutual agreement or a similar action is
required by any provision of this Agreement, such action shall not be unreasonably
withheld, conditioned or delayed.
16.0 CONTACTS BETWEEN THE PARTIES
Each Pary shall update its own contact information and escalation list and shall provide
such information to the other Pary for puroses of inquiries regarding the
implementation of this Agreement. Each Party shall accept all inquiries from the other
Party and provide a timely response. CenturyLink will provide and maintain its contact
and escalation list in its CenturyLink Service Guide ("Guide") as amended and updated
from time to time. The Guide is provided to BullsEye on CenturyLink's Website, and
any updates also will be provided on the Website in the event such information changes.
Information contained in the Guide wil include a single contact telephone number for
CenturLink's CLEC Service Center (via an 800#) that BullsEye may call for all
ordering and status inquiries and other day-to.,day inquiries between 8 a.m. and 5 p.m.,
Monday through Friday (except holidays). In addition, the Guide will provide BullsEye
with contact information for the personnel and/or organizations within CenturLink
capable of assisting BullsEye with inquiries regarding the ordering, provisioning and
billing of resale services. Included in this information will be the contact information for
a person or persons to whom BullsEye can escalate issues dealing with the
implementation of the Agreement and/or for assistance in resolving disputes arsing
under the Agreement.
17.0 CONTACTS WITH CUSTOMERS
Except as otherwise provided in this Agreement, BullsEye shall provide the exclusive
interface with BullsEye's End User Customers in connection with the marketing or
offering of BullsEye services. Except as otherwise provided in this Agreement, in those
instances where CenturLink personnel are required pursuant to this Agreement to
interface directly with BullsEye's End User Customers for the purose of installation,
repair and/or maintenance of services, such personnel shall not identify themselves as
representing CenturyLink. Nothing in this section shall require CenturyLink to repaint
trucks or other equipment, or to remove, hide or cover logos or other identifying marks
from any vehicles, equipment, uniforms or other items used or owned by CenturLink or
CenturyLink personnel to effect service calls.
18.0 COUNTERPARTS
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 32
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
19.0 DISCONTINUANCE OF SERVICE BY BullsEye ("SNAP-BACK PROVISION")
19.1 If BullsEye proposes to discontinue, or actually discontinues, its provision of
service to all or substantially all of its customers, whether voluntarly, as a result
of banptcy, or for any other reason, BullsEye shall send wrtten notice of such
discontinuation to CenturyLink, the Commission, and each of BullsEye's
customers. BullsEye shall provide notice in advance of discontinuation of its
service as required by Applicable Law. Unless the period for advance notice of
discontinuation of service required by Applicable Law is more than thirty (30)
calendar days, to the extent commercially feasible, BullsEye shall send such
notice at least thirty (30) calendar days prior to its discontinuation of service.
Should BullsEye fail to provide notice pursuant to this provision, CenturLink
shall have the right to send such notice and to discuss service discontinuance and
election of a replacement carer with BullsEye's customers.
19.2 Such notice must advise each BullsEye customer that, unless action is taken by
the BullsEye customer to switch to a different carer prior to BullsEye's
proposed discontinuation of service, the BullsEye customer wil be without the
service provided by BullsEye to the BullsEye customer.
19.3 Should a BullsEye customer subsequently become a CenturyLink customer,
BullsEye shall provide CenturLink with all information necessar for
CenturyLink to establish service for the BullsEye customer, including, but not
limited to, the CLEC customer's biled name, listed name, service address, and
biling address, and the services being provided to the BullsEye customer.
19.4 Nothing in this Section 19 shall limit CenturLink's right to cancel or terminate
this Agreement under Section 2 or to suspend provision of services under Section
9 of this Agreement.
20.0 DISPUTE RESOLUTION
The following provisions apply to dispute resolution under the Agreement, except that
the terms of Section 9 of this Aricle apply to the resolution of any billing disputes.
20.1 Alternative to Litigation. Except as provided under Section 252 of the Act with
respect to the approval of this Agreement by the Commission, the Paries desire
to resolve disputes arsing out of or relating to this Agreement without litigation.
Accordingly, except for an action seeking a temporar restraining order or an
injunction related to the purposes of this Agreement, or suit to compel
compliance with this dispute resolution process, the Paries agree to use the
following alternative dispute resolution procedures as the sole remedy with
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 33
respect to any controversy or claim arsing out of or relating to this Agreement or
its breach.
20.2 Negotiations. At the wrtten request of a Party, each Party will appoint a
knowledgeable, responsible representative to meet and negotiate in good faith to
resolve any dispute arising out of or relating to this Agreement. The Paries
intend that these negotiations be conducted in a business-to-business fashion. It
shall be left to each Pary to select its own representative(s) for such negotiations.
The location, format, frequency, duration, and conclusion of these discussions
shall be left to the discretion of the representatives. Upon agreement, the
representatives may utilize other alternative dispute resolution procedures such as
mediation to assist in the negotiations. Discussions and correspondence among
the representatives for purposes of these negotiations shall be treated as
confidential information developed for puroses of settlement, exempt from
discovery, and shall not be admissible in the arbitration described below or in any
lawsuit without the concurence of all Parties. Documents identified in or
provided with such communications, which are not prepared for purposes of the
negotiations, are not so exempted and may, if otherwise discoverable, be
discovered or otherwise admissible, be admitted in evidence, in the arbitration or
lawsuit.
20.3 Arbitration. If the negotiations do not resolve the dispute within sixty (60)
Business Days of the initial written request, the dispute shall be submitted to
binding arbitration by a single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association ("AA"), except that the Parties
may select an arbitrator outside American Arbitration Association rules upon
mutual agreement. The arbitration may be submitted to the Commission upon
mutual agreement of the Paries. If the State Commission is selected as the
arbitrator, its arbitration rules shall apply. Otherwise, the rules described in par
(a) below shall be applicable.
(a) A Party may demand arbitration in accordance with the procedures
set out in the AA rules. Discovery shall be controlled by the arbitrator
and shall be permitted to the extent set out in this section. Each Pary may
submit in wrting to a Party, and that Party shall so respond to, a maximum
of any combination of thirty-five (35) of the following (none of which
may have subparts): interrogatories; demands to produce documents; or
requests for admission. Each Party is also entitled to take the oral
deposition of up to three (3) individuals of another Party. Unless
otherwise mutually agreed by the Paries, the Party of the deponent shall
select the time and location for each such deposition. (The Pary selecting
the time and location of a deposition shall do so with reasonable
accommodation of the other Party's schedule and without causing the
other Pary unduly burdensome travel costs. In any event, it shall be
deemed reasonable to select as the location for the deposition the city
where the deponent resides and/or works.) Each Party shall bear its own
travel expenses incurred to paricipate in such depositions. Additional
Effective Jan.l 1, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 34
discovery may be permitted upon mutual agreement of the Paries. The
arbitration hearng shall be commenced within sixty (60) Business Days of
the demand for arbitration. The arbitration shall be held in a mutually
agreeable city. The arbitrator shall control the scheduling so as to process
the matter expeditiously. The Paries may submit written briefs. The
arbitrator shall rule on the dispute by issuing a wrtten opinion within
thirty (30) Business Days after the close of hearngs. The times specified
in this section may be extended upon mutual agreement of the Paries or
by the arbitrator upon a showing of good cause.
(b) Judgment upon the award rendered by the arbitrator, whether it be
the Commission or an AA or other arbitrator, may be entered in any
cour having jurisdiction. If post-arbitration enforcement efforts must be
undertaken due to a Pary's failure to render the award by the date due, the
defaulting Pary wil reimburse the other Party any and all costs associated
with collection of such a debt including but not limited to legal and court
costs.
(c) Notwithstanding (b) above, a Pary may appeal a judgment
provided that the Pary must place any amounts awarded into an interest-
bearing escrow account pending the outcome of the appeaL. An appeal
fied prior to the date an award is due shall not be considered a default that
triggers the reimbursement provision of (b) above so long as the required
escrow has been made as welL.
20.4 Expedited Arbitration Procedures. If the issue to be resolved through the
negotiations referenced in Section 20.2 is alleged to constitute a Service
Affecting dispute, then the period for resolution of the dispute through
negotiations before the dispute is to be submitted to binding arbitration shall be
ten (10) Business Days. Once a Service Affecting dispute is submitted to
arbitration, and if arbitration with the Commission is not selected, the arbitration
shall be conducted pursuant to the expedited procedures rules of the Commercial
Arbitration Rules of the American Arbitration Association (i.e., rules 53 through
57).
20.5 Costs. Except for 20.3 (b) above, each Party shall bear its own costs of these
procedures. A Party seeking discovery shall reimburse the responding Pary the
reasonable costs of production of documents (including search time and
reproduction costs). The Parties shall equally split the fees of the arbitration and
the arbitrator.
20.6 Continuous Service. Except where the dispute pertains to technical feasibility or
a lack of facilities, the Paries shall continue providing services to each other
durng the pendency of any dispute resolution procedure, and the Paries shall
continue to perform their obligations (including making payments in accordance
with Section 9) in accordance with this Agreement. However, during the
pendency of any dispute resolution procedures, CenturLink reserves the right
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and BullsEye - State of Idaho
Article III: General Terms & Conditions
Page 35
not to accept new BullsEye service orders, upon the condition that acceptance of
new orders by CenturyLink wil exacerbate the resolution of said disputes
between CenturyLink and CLEC..
21.0 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the Paries pertaining to the subject
matter of this Agreement and supersedes all prior agreements, negotiations, proposals,
and representations, whether wrtten or oral, and all contemporaneous oral agreements,
negotiations, proposals, and representations concerning such subject matter. No
representations, understandings, agreements, or warranties, expressed or implied, have
been made or relied upon in the making of this Agreement other than those specifically
set forth herein.
22.0 EXPENSES
22.1 In performing under this Agreement, CenturyLink may be required to make
expenditures or otherwise incur costs that are not otherwise reimbursed under this
Agreement. In such event, CenturyLink is entitled to reimbursement from
BullsEye for all such costs. For all such costs and expenses, CenturyLink shall
receive through nonrecurrng charges ("NRCs") the actual costs and expenses
incurred, including labor costs and expenses, overhead and fixed charges, and
may include a reasonable contrbution to CenturyLink's common costs. If
BullsEye makes a request that involves expenditures or costs not otherwise
covered under this agreement, CenturLink will provide a quote to BullsEye in a
timely manner and BullsEye must agree to accept the quoted charges prior to
CenturLink's initiation of work.
22.2 Except as specifically set out in this Agreement, each Pary shall be solely
responsible for its own expenses involved in all activities related to the subject of
this Agreement.
23.0 FORCE MAJEURE
23.1 In the event performance of this Agreement, or any obligation hereunder, is either
directly or indirectly prevented, restricted, or interfered with by reason of fire,
flood, earthquake or like acts of God, wars, terrorism, revolution, civil
commotion, explosion, acts of public enemy, embargo, acts of the governent in
its sovereign capacity, labor difficulties, including without limitation, strkes,
slowdowns, picketing, or boycotts, unavailability of equipment from vendor,
changes requested by customer, or any other material change of circumstances
beyond the reasonable control and without the fault or negligence of the Pary
affected ("Force Majeure Events"), the Pary affected, upon giving prompt notice
to the other Pary, shall be excused from such performance on a day-to-day basis
to the extent of such prevention, restriction, or interference (and the other Pary
shall likewise be excused from performance of its obligations on a day-to-day
basis until the delay, restriction or interference has ceased); provided however,
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 36
that the Pary so affected shall 'use commercially reasonable efforts to avoid or
remove such causes of nonperformance or Force Majeure Events, and both
Parties shall proceed whenever such causes or Force Majeure Events are removed
or cease.
23.2 It is expressly agreed that insolvency or financial distress of a Pary is not a Force
Majeure Event and is not otherwise subject to this Section 23. Notwithstanding
the provisions of Section 23.1 above, in no case shall a Force Majeure Event
excuse either Pary from an obligation to pay money as required by this
Agreement.
24.3 Nothing in this Agreement shall require the non-performing Pary to settle any
labor dispute except as the non-performing Pary, in its sole discretion,
determines appropriate.
24.0 FRUD
BullsEye assumes responsibility for all fraud associated with its End User Customers and
accounts. CenturyLink will cooperate in good faith but shall bear no responsibility for,
nor is it required to investigate or make adjustments to, BullsEye's account in cases of
fraud. If CenturyLink becomes aware of potential fraud with respect to BullsEye's
Customers and/or accounts, CenturyLink will notify BullsEye and at the wrtten direction
of BullsEye, CenturyLink wil take reasonable steps to assist BullsEye in mitigating the
fraud where such action is possible and not contrary to any rules or regulations
CenturyLink is obligated to uphold.
25.0 GOOD FAITH PERFORMANCE
25.1 The Paries shall act in good faith in the performance of their obligations under
this Agreement.
25.2 Performance Issues. In the spirit of good faith and upon request by either Pary,
the Parties agree to meet once a month durng the Term of this Agreement, at
mutually agreed upon day and time, to discuss the performance of the Parties
under this Agreement. The requesting Party should provide a proposed agenda in
advance of the meeting. At each such monthly session the Parties may discuss: (i)
the Parties' provisioning of the services and ancilar functions provided under
this Agreement; (ii) and any areas in which such performance may be improved;
(iii) any problems that were encountered during the preceding month or
anticipated in the upcoming month; (iv) the reason underlying any such problem
and the effect, if any, that such problem had, has or may have on the performance
of the Parties; and (v) the specific steps taken or proposed to be taken to remedy
such problem. In addition to the foregoing, the Paries may meet to discuss any
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 37
matters that relate to the performance of this Agreement, as may be requested
from time to time by either of the Paries.
26.0 INTELLECTUAL PROPERTY
Except as provided in section 30, Neither Pary shall have any obligation to defend,
indemnify or hold harmless, or acquire any license or right for the benefit of, or owe any
other obligation or have any liability to, the other based on or arsing from any claim,
demand, or proceeding by any third pary alleging or asserting that the use of any circuit,
apparatus, or system, or the use of any software, or the performance of any service or
method, or the provision or use of any facilities by either Party under this Agreement
constitutes direct or contrbutory infrngement, or misuse or misappropriation of any
patent, copyrght, trademark, trade secret, or any other proprietary or intellectual property
right of any third pary.
27.0 LAWENFORCEMENT
27.1 Except to the extent not available in connection with CenturyLink's operation of
its own business, CenturyLink shall provide seven days a week/twenty-four hours
a day assistance to law enforcement persons for emergency traps, assistance
involving emergency traces and emergency information retreval on customer
invoked CLASS services.
27.2 Except where prohibited by a subpoena, civil investigative demand, or other legal
process as set forth in Section 28.3.1, CentuyLink agrees to work jointly with
BullsEye in securty matters to support law enforcement agency requirements for
traps, traces, court orders, etc. BullsEye shall be responsible for and shall be
billed for any charges associated with providing such services for BullsEye's End
User Customers.
27.3 Where CenturLink receives a subpoena from law enforcement, and its database
search shows that the telephone number in question is not a CenturyLink account,
CentuLink shall send such information back to law enforcement, along with the
name of the company to which such account is connected, if available, for fuher
processing by law enforcement.
27.4 If a Pary receives a subpoena, civil investigative demand, or other legal process
(hereinafter, "subpoena") issued by a court or governental agency having
appropriate jurisdiction, and such subpoena expressly prohibits the Pary
receiving the subpoena ("receiving Pary") from disclosing the receipt of the
subpoena or the delivery of a response to the subpoena, such receiving Pary shall
not be required to notify the other Pary that it has received and/or responded to
such subpoena, even if the subpoena seeks or the receiving Pary's response
thereto discloses Confidential Information of the other Pary or its customers.
Under such circumstances, the receiving Party's disclosure to the other Party of
its receipt of or delivery of a response to such a subpoena shall be governed by
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 38
the requirements of the subpoena and/or the court, governental agency or law
enforcement agency having appropriate jurisdiction.
28.0 LETTER OF AUTHORIZATION (LOA)
To the extent the Paries have not previously done so, BullsEye and CenturyLink shall
each execute a blanet letter of authorization (LOA) with respect to customer requests to
change service providers or to permit either Party to view CPNI prior to a request to
change service providers. Under the blanet LOA, a Party authorized by the customer to
view or use its CPNI need not provide proof of End User Customer authorization to the
other Pary before viewing or using the CPNI.
28.1.1 Each Pary's access to CPNI of another carrer's customer will be limited to
instances where the requesting Party has obtained appropriate authorization to
change service providers or release ofCPNI from the customer.
28.1.2 The requesting Party must maintain records of all customer authorizations to
change service providers or release of CPNI in compliance with State and federal
law.
28.1.3 The requesting Party is solely responsible for determining whether proper
authorization has been obtained and holds the other Party harless from any loss
or liability on account of the requesting Party's failure to obtain proper CPNI
authorization from a customer.
28.1.4 When a blanet LOA has been executed and where such blanet LOA contains
the appropriate authorization to change service providers or release CPNI as
documented in the CenturyLink Service Guide or otherwise approved in advance
by CenturyLink, CenturyLink will not require BullsEye to submit an individual
LOA prior to changing service providers or releasing CPNI, providing Customer
Service Records (CSRs), or processing orders. However, it shall be considered a
material breach of this Agreement if BullsEye submits an order to change service
providers or release CPNI where BullsEye has not yet obtained appropriate
authorization to change service providers or release CPNI from the customer.
Until a blanket LOA has been executed, a Pary wishing to view or end user
CPNI of the other Party must provide written proof of End User Customer
authorization to the other Pary before viewing or using the CPNI.
29.0 Intentionally left blank
30.0 LIABILITY AND INDEMNIFICATION
30.1 Indemnification Against Third-Party Claims. Each Party (the "Indemnifying
Pary") agrees to indemnify, defend, and hold harmless the other Party (the
"Indemnified Party") and the other Pary's Subsidiares, predecessors, successors,
Affliates, and assigns, and all current and former officers, directors, members,
shareholders, agents, contractors and employees of all such persons and entities
(collectively, with Indemnified Pary, the "Indemnitee Group"), from any and all
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Effective Jan.11, 2010
Article III: General Terms & Conditions
Page 39
Claims. "Claim" means any action, cause of action, suit, proceeding, claim, or
demand of any third party (and all resulting judgments, bona fide settlements,
penalties, damages, losses, liabilities, costs, and expenses (including, but not
limited to, reasonable costs and attorneys' fees)), (a) based on allegations that, if
true, would establish (i) the Indemnfying Pary's breach of this Agreement; (ii)
the Indemnifying Party's misrepresentation, fraud or other misconduct; (iii) the
Indemnifying Party's negligence; (iv) infrngement by the Indemnifying Pary or
by any Indemnifying Pary product or service of any patent, copyrght,
trademark, service mark, trade name, right of publicity or privacy, trade secret, or
any other proprietar right of any third party; (v) the Indemnifying Pary's
liability in relation to any material that is defamatory or wrongfully discloses
private or personal matters; or (vi) the Indemnifying Party's wrongful use or
unauthorized disclosure of data; or (b) that arses out of (i) any act or omission of
the Indemnifying Part or its subcontractors or agents relating to the
Indemnifying Party's performance or obligations under this Agreement; (ii) any
act or omission of the Indemnifying Pary's customer(s) or End User(s); (iii) the
bodily injury or death of any person, or the loss or disappearance of or damage to
the tangible property of any person, relating to the Indemnifying Party's
performance or obligations under this Agreement; (iv) the Indemnifying Party's
design, testing, manufacturing, marketing, promotion, advertisement,
distrbution, lease or sale of services and/or products to its customers, or such
customers' use, possession, or operation of those services and/or products; or (v)
personal injury to or any unemployment compensation claim by one or more of
the Indemnifying Party's employees, notwithstanding any protections the
Indemnifying Party might otherwise have under applicable workers'
compensation or unemployment insurance law, which protections the
Indemnifying Pary waives, as to the Indemnified Pary and other persons and
entities to be indemnified under this Section 30.1 (other than applicable
employee claimant(s)), for purposes of this Section 30.1. "Reasonable costs and
attorneys' fees," as used in this Section 30.1, includes without limitation fees and
costs incurred to interpret or enforce this Section 30.1. The Indemnified Pary
wil provide the Indemnifyng Party with reasonably prompt written notice of any
Claim. At the Indemnifying Pary's expense, the Indemnfied Pary will provide
reasonable cooperation to the Indemnifying Party in connection with the defense
or settlement of any Claim. The Indemnified Pary may, at its expense, employ
separate counsel to monitor and paricipate in the defense of any Claim.
Notwithstanding anything to the contrary in this Section 30.1, a Pary may not
seek indemnification with respect to any Claim by that Pary's customer(s) or
End User(s), but rather shall be the Indemnifying Pary with respect to all Claims
by its customer(s) and End User(s).
The Indemnifying Pary agrees to release, indemnify, defend, and hold harless
the Indemnitee Group and any third-party provider or operator of facilities
involved in the provision of products, services or facilities under this Agreement
from all losses, claims, demands, damages, expenses, suits, or other actions, or
any liability whatsoever, including, but not limited to, costs and attorneys' fees,
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 40
suffered, made, instituted, or asserted by the Indemnifying Pary's End User
Customer(s) arsing from or relating to any products, services or facilities
provided by or through the Indemnified Pary or such third-party provider or
operator. The Indemnifying Pary fuher agrees to release, indemnify, defend,
and hold harless the Indemnitee Group from all losses, claims, demands,
damages, expenses, suits, or other actions, or any liability whatsoever, including,
but not limited to, costs and attorneys' fees, suffered, made, instituted, or asserted
by any third party against an Indemnified Pary arising from or in any way
related to actual or alleged defamation, libel, slander, interference with or
misappropriation of proprietary or creative right, or any other injur to any
person or property arsing out of content transmitted by the Indemnifying Pary's
End User Customer(s).
30.2 Disclaimer of Waranties. EXCEPT FOR THOSE WARTIES
EXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRD BY
STATUTE, EACH PARTY ON BEHALF OF ITSELF AN ITS AFFILIATES
AN SUPPLIERS DISCLAIMS ALL WARRNTIES AND DUTIES,
WHETHER EXPRESS OR IMPLIED, AS TO THE SERVICES, PRODUCTS
AND ANY OTHER INORMATION OR MATERIALS EXCHANGED BY
THE PARTIES, INCLUDING BUT NOT LIMITED TO AN IMPLIED
WARNTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY,
FITNSS FOR A PARTICULAR PUROSE, REASONABLE CAR,
WORKANLIK EFFORT, RESULTS, LACK OF NEGLIGENCE, OR
ACCURCY OR COMPLETENESS OF RESPONSES. EXCEPT FOR THOSE
WARNTIES EXPRESSLY PROVIDED IN THIS AGREEMENT OR
REQUIRD BY STATUTE, THERE IS NO WARNTY OF TITLE, QUIET
ENJOYMENT, QUIET POSSESSION, CORRSPONDENCE TO
DESCRITION, AUTHORITY, OR NON-INRINGEMENT WITH RESPECT
TO THE SERVICES, PRODUCTS, AND ANY OTHER INORMATION OR
MATERIALS EXCHANGED BY THE PARTIES UNER THIS
AGREEMENT.
30.3 Limitation of Liability; Disclaimer of Consequential Damages; Exceptions.
30.3.1 Except as provided in Section 30.3.3, each Pary's liability to the other,
whether in contract, tort or otherwise, shall be limited to direct damages,
which shall not exceed the monthly charges, plus any related
costs/expenses the other Pary may recover, including those under Section
22.1 above, and plus any costs/expenses for which the Parties specify
reimbursement in this Agreement for the services or facilities for which
the claim of liability arose. Except as provided in Section 30.3.3, each
Party's liability to the other during any Contract Year resulting from any
and all causes will not exceed the total of any amounts charged to
BullsEye by CenturyLink under this Agreement durng the Contract Year
in which such cause accrues or arises. For puroses of this Section
30.3.1, the first Contract Year commences on the first day this Agreement
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 41
becomes effective, and each subsequent Contract Year commences on the
day following the aniversary of that date.
30.3.2 EXCEPT AS PROVIDED IN SECTION 30.3.3, NEITHER PARTY
WILL BE LIABLE TO THE OTHER PARTY FOR ANY INIRCT,
INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL
DAMGES SUFFERED BY SUCH OTHER PARTY (INCLUDING
WITHOUT LIMITATION DAMGES FOR HAR TO BUSINSS,
LOST REVENUS, LOST SAVINGS, OR LOST PROFITS SUFFERED
BY SUCH OTHER PARTY), REGARLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, WARTY, STRICT
LIABILITY, OR TORT, INCLUDING WITHOUT LIMITATION,
NEGLIGENCE OF AN KI WHETHER ACTIVE OR PASSIVE,
AND REGARLESS OF WHETHER THE PARTIES KNW OF THE
POSSIBILITY THAT SUCH DAMAGES COULD RESULT.
Should either Pary provide advice, make recommendations, or supply
other analysis related to the services or facilities described in this
Agreement, this limitation of liability shall apply to the provision of such
advice, recommendations, and analysis.
30.3.3 Section 30.3.1 and Section 30.3.2 do not apply to the following:
30.3.3.1
30.3.3.2
30.3.3.3
30.3.3.4
30.3.3.5
30.3.3.6
30.3.3.7
30.3.3.8
30.3.3.9
30.3.3.10
30.3.3.11
30.3.3.12
30.3.3.12
Indemnification under Section 30.1;
Breach of any obligation of confidentiality referenced in
this Agreement;
Violation of security procedures;
Any breach by BullsEye of any provislOn relating to
BullsEye's access to or use of Operations Support Systems;
Failure to properly safeguard, or any misuse of, customer
data;
Statutory damages;
Liability for intentional or willful misconduct;
Liability arsing under any applicable CenturyLink Tarff;
Liability arsing under any indemnification provision
contained in this Agreement or any separate agreement or
tariff related to provisioning of911/E911 services;
Each Pary's obligations under Section 27 of this Aricle
III;
Section 30.4.2 and/or Section 30.4.3 ofthis Aricle III;
Section 45 of this Aricle III, and/or
Liability arsing under any indemnification provision
contained in a separate agreement or tarff related to
provisioning of Directory Listing or Directory Assistance
Services.
30.4 Liability of CenturLink.
Effective Jan.l 1,2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and BullsEye - State of Idaho
Article III: General Terms & Conditions
Page 42
In addition to the general limitation of liability in this Section , the following
shall also limit CentuLink's liability under this Agreement.
30.4.1 Inapplicability of Tarff Liability. CenturyLink's general liability, as
described in its local exchange or other Tarffs, does not extend to
BullsEye, BullsEye's End User Customer(s), suppliers, agents,
employees, or any other third parties. Liability of CenturyLink to
BullsEye resulting from any and all causes arsing out of services,
facilities or any other items relating to this Agreement shall be governed
by the liability provisions contained in this Agreement and no other
liability whatsoever shall attach to CenturyLink. CenturLink shall not
be liable for any loss, claims, liability or damages asserted by BullsEye,
BullsEye's End User Customer(s), suppliers, agents, employees, or any
other third paries where BullsEye combines or commingles such
components with those components provided by CenturyLink to
BullsEye.
30.4.2 BullsEye Tariffs or Contracts. BullsEye shall, in its Tarffs or other
contracts for services provided to its End User Customers using products,
services or facilities obtained from CenturyLink, provide that in no case
shall CenturyLink be liable for any indirect, incidental, reliance, special,
consequential or punitive damages, including, but not limited to,
economic loss or lost business or profits, whether foreseeable or not, and
regardless of notification by BullsEye, BullsEye's End User Customer(s),
suppliers, agents, employees, or any other third paries of the possibility
of such damages, and BullsEye shall indemnify, defend and hold
harless CenturyLink and CenturyLink's Indemnitee Group from any
and all claims, demands, causes of action and liabilities by or to, and
based on any reason whatsoever, BullsEye, BullsEye's End User
Customer(s), suppliers, agents, employees, or any other third paries.
Nothing in this Agreement shall be deemed to create a third-party
beneficiary relationship between CentuyLink and any of BullsEye's End
User Customers, suppliers, agents, employees, or any other third parties.
30.4.3 No Liability for Errors. CenturyLink is not liable for mistakes in
CenturLink's signaling networks (including but not limited to signaling
links and Signaling Transfer Points (STPs) and call-related databases
(including but not limited to the Line Information Database (LIDB), Toll
Free Callng database, Local Number Portability database, Advanced
Intelligent Network databases, Callng Name database (CNAM),
911/E911 databases, and OS/DA databases). BullsEye shall indemnify,
defend and hold harless CenturLink and CenturLink's Indemnitee
Group from any and all claims, demands, causes of action and liabilities
whatsoever, including costs, expenses and reasonable attorneys' fees
incured on account thereof, by or to BullsEye's End User Customer(s),
suppliers, agents, employees, or any other third parties based on any
reason whatsoever. For puroses of this Section 30.4.3, mistakes shall
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 43
not include matters arsing exclusively out of the wilful misconduct of
CenturyLink or its employees or agents.
31.0 NETWORK MANAGEMENT
33.1 Cooperation. The Paries wil work cooperatively in a commercially reasonable
maner to install and maintain a reliable network. BullsEye and CenturLink
wil exchange appropriate information (e.g., network information, maintenance
contact numbers, escalation procedures, and information required to comply with
requirements of law enforcement and national security agencies) to achieve this
desired reliability. In addition, the Parties will work cooperatively in a
commercially reasonable maner to apply sound network management principles
to alleviate or to prevent traffc congestion and to minimize fraud associated with
third number biled calls, calling card calls, and other services related to this
Agreement.
31.2 Responsibility for Following Standards. BullsEye recognizes its responsibility to
follow the standards that may be agreed to between the Paries and to employ
characteristics and methods of operation that will not interfere with or impair the
service, network or facilities of CenturyLink or any third paries connected with
or involved directly in the network or facilities of CenturLink.
31.3 Interference or Impairment. The characteristics and methods of operation of any
circuits, facilities or equipment of BullsEye connected to CenturyLink's network
shall not interfere with or impair service over any circuits, facilities or equipment
of CenturyLink, its affliated companies, or its connecting and concurng carrers
involved in its services, cause damage to its plant, violate any applicable law or
regulation regarding the invasion of privacy of any communications cared over
CenturyLink's facilities or create hazards to the employees of CenturyLink or to
the public (with the foregoing hereinafter being collectively referred to as an
"Impairment of Service").
If BullsEye causes an Impairment in Service, CenturyLink shall promptly notify
BullsEye of the nature and location of the problem and that, unless promptly
rectified, a temporary discontinuance of the use of any circuit, facility or
equipment may be required. The Paries agree to work together to attempt to
promptly resolve the Impairment of Service. If BullsEye is unable to promptly
remedy the Impairment of Service, then CenturyLink may, at its option,
temporarily discontinue the use of the affected circuit, facility or equipment until
the Impairment of Service is remedied.
31.4 Outage Repair Standard. In the event of an outage or trouble in any service being
provided by CenturyLink hereunder, BullsEye wil follow CenturyLink's
standard procedures for isolating and clearng the outage or trouble and
CenturLink shall clear BullsEye customer troubles using the same Outage
Repair Standard as for CenturyLink customers.
Effective Jan. i 1, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 44
32.0 NON-EXCLUSIVE REMEDIES
Except as otherwise expressly provided in this Agreement, each of the remedies provided
under this Agreement is cumulative and is in addition to any other remedies that may be
available under this Agreement or at law or in equity.
33.0 INTENTIONALLY LEFT BLANK
34.0 NOTICES
34.1 Except as otherwise expressly provided in this Agreement, any notice given by
one Pary to the other Party under this Agreement shall be in writing and shall be
deemed to have been received as follows: (a) on the date of service if served
personally; (b) on the date three (3) Business Days after mailing if delivered by
First Class U.S. mail, postage prepaid; and (c) on the date stated on the receipt if
delivered by certified U.S. mail, registered U.S. mail, overnight courer or
express delivery service with next Business Day delivery. Any notice shall be
delivered using one of the alternatives identified above and shall be directed to
the applicable street or post offce box address indicated in Section 34.2 below or
such address as the Party to be notified has designated by giving notice in
compliance with this Section. Although E-mail wil not be used to provide
notice, the Parties shall provide their E-mail addresses below to facilitate
informal communications.
34.2 Notices conveyed pursuant to Section 34.1 above shall be delivered to the
following addresses of the Parties:
To BullsEye:
BullsEye Telecom, Inc
25900 Greenfield Road, Suite 330
Oak Park, MI 48237
Attention - Vice President Marketing
Telephone Number: 248-784-2500
Facsimile Number: 248-784-2501
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 45
To CenturLink:
Wholesale CLEC Management
100 CenturyLink Drive
Monroe, LA 10005
Telephone Number: 334-263-2736
Facsimile Number: 334-263-6315
Internet Address: max.cox(ßcenturel.com
With a copy to:
Director, Wholesale Markets
CenturyLink
5454 W. l10th St.
Mailstop - KSOPKJ0201
Overland Park, KS 66211
or to such other address as either Party shall designate by proper notice.
35.0 ORDERING
35.1 Ordering and Electronic Interface. A web-based interface is curently being used
for BullsEye to order resale services. Unless otherwise provided in the Aricles
of this Agreement, BullsEye shall use CenturLink's web-based interface to
submit orders and requests for maintenance and repair of services, and to engage
in other pre-ordering, ordering, provisioning and dispute transactions. Unless
otherwise provided in the Aricles of this Agreement, no manual, facsimile or
email interfaces may be used to submit any non-access order unless first
confirmed with and agreed upon by CenturyLink's CLEC Service Group
personneL. If CenturyLink later deploys any enhanced electronic capability for
BullsEye to perform a pre-ordering, ordering, provisioning, maintenance or
repair transaction for a service offered by CenturLink, CentuyLink wil notify
BullsEye of such availability and BullsEye shall use such processes as
CenturyLink has made available for performing such transaction(s) to the extent
practicable and the use of any other interface or process wil be discontinued.
35.2 The Paries agree that orders for services under this Agreement wil not be
submitted or accepted until the latter of (a) the completion of all account set up
activities including but not limited to the submission of the CLEC Profile
required by Section 13, the submission of applicable forecasts, the completion of
joint planing meetings, and the creation of biling codes for BullsEye; or (b)
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 46
sixty (60) Calendar Days after the Effective Date of this Agreement; unless the
Paries mutually agree upon a different date based on the specific circumstances
of the Parties' relationship.
35.3 Until CenturyLink implements its planned fully automated ordering and
provisioning system, the standard provisioning intervals wil be confirmed for
a maximum number of fifty (50) BullsEye orders (LSR, DSR) per day. BullsEye
understands that orders exceeding 50 per day may be subject to project
management and will be worked on a best effort basis.
36.0 POINTS OF CONTACT FOR BullsEye CUSTOMERS
36.1 BullsEye shall be the primar point of contact for BullsEye customers. BullsEye
shall establish telephone numbers and mailing addresses at which BullsEye's End
User Customers may communicate with BullsEye and shall advise BullsEye End
User Customers of these telephone numbers and mailing addresses.
36.2 Except as otherwise agreed to by CenturLink, CenturLink shall have no
obligation, and may decline, to accept a communication from a BullsEye
customer, including, but not limited to, a BullsEye customer request for repair or
maintenance of a CenturLink service provided to BullsEye, except that
CenturyLink wil attempt to advise BullsEye customers to call BullsEye
whenever possible.
37.0 PUBLICITY AND USE OF TRAEMARKS
37.1 Nothing in this Agreement shall grant, suggest, or imply any authority for one
Pary to use the name, trademarks, service marks, or trade names of the other for
any purpose whatsoever. A Pary, its Affliates, and their respective contractors
and agents, shall not use the other Party's trademarks, service marks, logos or
other proprietary trade dress, in connection with the sale of products or services,
or in any advertising, press releases, publicity matters or other promotional
materials, unless the other Pary has given its express written consent for such
use, which consent the other Party may grant or withhold in its sole discretion.
37.2 Any news release, public anouncement, advertising, or any form of publicity
pertaining to this Agreement, provision of services or facilities pursuant to it, or
association of the Parties with respect to provision of the services described in
this Agreement shall be subject to prior wrtten approval of both CenturLink
and BullsEye.
37.3 Any violation of this Section 37 shall be considered a Default of this Agreement
under Section 2.6.
38.0 REFERENCES
Effective Jan. 1 i, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 47
38.1 All references to Aricles, Sections, Appendices and Tables and the like shall be
deemed to be references to Aricles, Sections, Appendices and Tables of this
Agreement unless the context shall otherwise require.
38.2 Except as otherwise specified, references within an Aricle of this Agreement to a
Section, Appendix or Table refer to a Section, Appendix or Table within or a part
of that same Aricle.
38.3 Unless the context shall otherwise require, any reference in this Agreement to a
statute, regulation, rule, Tarff, technical publication, guide (including
CenturyLink or third-party guides, practices or handbooks), or publication of
telecommunications industr administrative or technical standards is deemed to
be a reference to the most recent version or edition (including any amendments,
supplements, addenda or successor) of that statute, regulation, rule, Tariff,
technical publication, guide or publication of the telecommunications industry
administrative or technical standards that is in effect.
39.0 RELATIONSHIP OF THE PARTIES
39.1 The relationship of the Paries under this Agreement shall be that of independent
contractors and nothing herein shall be constred as creating any other
relationship between the Paries.
39.2 Nothing contained in this Agreement shall make either Pary the employee of the
other, create a parership, joint ventue, or other similar relationship between the
Parties, or grant to either Party a license, franchise, distrbutorship or similar
interest.
39.3 Except for provisions herein expressly authorizing a Party to act for another
Pary, nothing in this Agreement shall constitute a Pary as a legal representative
or Agent of the other Pary, nor shall a Pary have the right or authority to
assume, create or incur any liability or any obligation of any kind, express or
implied, against, in the name or on behalf of the other Pary unless otherwise
expressly permitted by such other Pary in writing, which permission may be
granted or withheld by the other Pary in its so Ie discretion.
39.4 Each Pary shall have sole authority and responsibility to hire, fire, compensate,
supervise, and otherwise control its employees, Agents and contractors. Each
Pary shall be solely responsible for payment of any Social Security or other
taxes that it is required by Applicable Law to pay in conjunction with its
employees, Agents and contractors, and for withholding and remitting to the
applicable taxing authorities any taxes that it is required by Applicable Law to
collect from its employees, including but not limited to Social Securty,
unemployment, workers' compensation, disability insurance, and federal and
state withholding.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 48
39.5 Except as provided by Section 42, the persons provided by each Party to perform
its obligations hereunder shall be solely that Pary's employees and shall be
under the sole and exclusive direction and control of that Party. They shall not
be considered employees of the other Pary for any purpose.
39.6 Except as otherwise expressly provided in this Agreement, no Party undertakes to
perform any obligation of the other Party, whether regulatory or contractual, or to
assume any responsibility for the management of the other Pary's business.
39.7 The relationship of the Parties under this Agreement is a non-exclusive
relationship.
39.8 Each Pary shall indemnify the other for any loss, damage, liability, claim,
demand, or penalty that may be sustained by reason of its failure to comply with
this provision.
40.0 RESERVATION OF RIGHTS
Notwithstanding anything to the contrary in this Agreement, neither Pary waives, and
each Party hereby expressly reserves, its rights: (a) to appeal or otherwise seek the
reversal of and changes in any arbitration decision associated with this Agreement; (b) to
challenge the lawfulness of this Agreement and any provision of this Agreement; (c) to
seek changes in this Agreement (including, but not limited to, changes in rates, charges
and the services that must be offered) through changes in Applicable Law; and, (d) to
challenge the lawfulness and propriety of, and to seek to change, any Applicable Law,
including, but not limited to any rule, regulation, order or decision of the Commission,
the FCC, or a court of applicable jurisdiction. Nothing in this Agreement shall be
deemed to limit or prejudice any position a Party has taken or may take before the
Commission, the FCC, any other state or federal regulatory or legislative bodies, courts
of applicable jursdiction, or industry fora. The provisions of this Section shall surive
the expiration, cancellation or termination of this Agreement.
41.0 STANDAR PRACTICES
41.1 The Paries acknowledge that CentuyLink shall be adopting some industry
standard practices and/or establishing its own standard practices with regard to
varous requirements hereunder applicable for the BullsEye industry which may
be added or incorporated by reference in the CenturyLink Service Guide.
BullsEye agrees that CenturLink may implement such practices to satisfy any
CenturLink obligations under this Agreement.
41.2 All changes to standard practices wil be posted on the CenturLink Website
prior to implementation, with email notification of such postings. Email
notifications directing BullsEye to CenturyLink's Website wil contain, at a
minimum, the subject of the change posted to the Website and a Website link to
the posting. Posting wil include CenturLink personnel who may be contacted
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 49
by BullsEye to provide clarfication of the scope of the change and timeline for
implementation.
42.0 SUBCONTRACTORS
A Pary may use a contractor of the Pary (including, but not limited to, an Affiliate of the
Pary) to perform the Pary's obligations under this Agreement; provided, that a Pary's
use of a contractor shall not release the Pary from any duty or liability to fulfill the
Pary's obligations under this Agreement.
43.0 SUCCESSORS AND ASSIGNS - BINDING EFFECT
This Agreement shall be binding on and inure to the benefit of the Paries and their
respective legal successors and permitted assigns.
44.0 SURVIVAL
The rights, liabilities and obligations of a Party for acts or omissions occurng prior to
the expiration, cancellation or termination of this Agreement, the rights, liabilities and
obligations of a Pary under any provision of this Agreement regarding confidential
information (including but not limited to, Section 14, limitation or exclusion of liability,
indemnification or defense (including, but not limited to, Section 30), and the rights,
liabilities and obligations of a Pary under any provision of this Agreement which by its
terms or nature is intended to continue beyond or to be performed after the expiration,
cancellation or termination of this Agreement, shall survive the expiration, cancellation
or termination of this Agreement.
45.0 TAXES
Any State or local excise, sales, or use taxes (defined in Section 45.1 but excluding any
taxes levied on income) and fees/regulatory surcharges (defined in Section 45.2) resulting
from the performance of this Agreement shall be borne by the Pary upon which the
obligation for payment is imposed under Applicable Law, even ifthe obligation to collect
and remit same is placed upon the other Party. The collecting Party shall charge and
collect from the obligated Pary, and the obligated Pary agrees to pay to the collecting
Pary, all applicable taxes, or fees/regulatory surcharges, except to the extent that the
obligated Party notifies the collecting Pary and provides to the collecting Party
appropriate documentation as the collecting Pary reasonably requires that qualifies the
obligated Party for a full or parial exemption. Any such taxes shall be shown as separate
items on applicable billing documents between the Parties. The obligated Pary may
contest the same in good faith, at its own expense, and shall be entitled to the benefit of
any refund or recovery, provided that such Pary shall not permit any lien to exist on any
asset of the other Pary by reason of the contest. The collecting Party shall cooperate in
any such contest by the other Pary. The other Party will indemnify the collecting Pary
from any sales or use taxes that may be subsequently levied on payments by the other
Pary to the collecting Party.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 50
Notwithstanding anything to the contrary contained herein, BullsEye is responsible for
furnishing tax exempt status information to CenturLink at the time of the execution of
the Agreement. BullsEye is also responsible for furishing any updates or changes in its
tax exempt status to CenturLink during the Initial Term of this Agreement and any
Follow-on Terms and/or extensions thereof. In addition, BullsEye is responsible for
submitting and/or fiing tax exempt status information to the appropriate regulatory,
municipality, local governing, and/or legislative body. It is expressly understood and
agreed that BullsEye's representations to CenturLink concerning the status of
BullsEye's claimed tax exempt status, if any, and its impact on this Section 45 are subject
to the indemnification provisions of Section 30, which, for puroses of this Section, serve
to indemnify CenturLink.
45.1 Tax. A tax is defined as a charge which is statutorily imposed by the
federal, State or local jursdiction and is either (a) imposed on the seller
with the seller having the right or responsibility to pass the charge(s) on
to the purchaser and the seller is responsible for remitting the charge(s) to
the federal, State or local jursdiction or (b) imposed on the purchaser
with the seller having an obligation to collect the charge(s) from the
purchaser and remit the charge(s) to the federal, State or local
jursdiction.
Taxes shall include but not be limited to: federal excise tax, State/local
sales and use tax, State/local utility user tax, State/local
telecommunication excise tax, State/local gross receipts tax, and local
school taxes. Taxes shall not include income, income-like, gross receipts
on the revenue of a CenturyLink, or property taxes. Taxes shall not
include payroll withholding taxes unless specifically required by statute or
ordinance.
45.2 FeeslRegulatory Surcharges. A fee/regulatory surcharge is defined as a
charge imposed by a regulatory authority, other agency, or resulting from
a contractual obligation, in which the seller is responsible or required to
collect the fee/surcharge from the purchaser and the seller is responsible
for remitting the charge to the regulatory authority, other agency, or
contracting pary. Fees/regulatory surcharges shall include but not be
limited to E-911/911, other Nll, franchise fees, and Commission
surcharges.
46.0 TBD PRICES
46.1 Certain provisions in this Agreement and its Appendices and/or Attachments may
simply refer to pricing principles or identify a rate as "to be determined" or
"TBD." If a provision references a specific rate element in an Appendix or
Attachment and there are no corresponding prices or rates in such Appendix or
Attachment, such price shall be considered "To Be Determined" (TBD). With
respect to all TBD prices, prior to BullsEye ordering any such TBD item, the
Paries shall meet and confer to establish a price.
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 51
46.2 In the event the Paries are unable to agree upon a price for a TBD item, the
tarffed rate for the most analogous tariffed product or service shall be used as the
interim price. Either Party may then invoke the dispute resolution process set
forth in Aricle III to resolve disputes regarding TBD pricing or the interim price,
provided that such dispute resolution process is invoked no later than one (1) year
after the applicable interim price is established. Any interim price wil be subject
to a tre-up, not to exceed one (1) year, once a permanent price is established.
47.0 TECHNOLOGY UPGRAES
Notwithstanding any other provision of this Agreement, CenturyLink shall have the right
to deploy, upgrade, migrate and maintain its network at its discretion. Nothing in this
Agreement shall limit CenturLink's ability to modify its network through the
incorporation of new equipment or softare or otherwise. BullsEye shall be solely
responsible for the cost and activities associated with accommodating such changes in its
own network.
48.0 TERRTORY
48.1 This Agreement applies to the terrtory in which CenturyLink operates as an
Incumbent Local Exchange Carrer ("ILEC") in the State of Colorado.
CenturyLink shall be obligated to provide services under this Agreement only
within this terrtory.
48.2 Notwithstanding any other provision of this Agreement, CenturyLink may
terminate this Agreement as to a specific operating terrtory or portion thereof
pursuant to Section 2.7 of this Aricle.
49.0 THIRD-PARTY BENEFICIARIES
Except as expressly set forth in this Agreement, this Agreement is for the sole benefit of
the Paries and their permitted assigns, and nothing herein shall create or be construed to
provide any third-persons (including, but not limited to, customers or contractors of a
Pary) with any rights (including, but not limited to, any third-party beneficiary rights)
hereunder. Except as expressly set forth in this Agreement, a Pary shall have no liability
under this Agreement to the customers of the other Party or to any other third person.
50.0 UNAUTHORIZED CHANGES
50.1 Procedures. If BullsEye submits an order for resold services under this
Agreement in order to provide service to an End User Customer that at the time
the order is submitted is obtaining its local services from CenturLink or another
LEC using CenturyLink resold services and the End User Customer notifies
CenturyLink that the End User Customer did not authorize BullsEye to provide
local Telephone Exchange Services to the End User Customer, BullsEye must
provide CenturyLink with wrtten documentation of authorization from that End
User Customer within thirty (30) calendar days of notification by CentuLink.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article III: General Terms & Conditions
Page 52
If BullsEye cannot provide wrtten documentation of authorization within such
time frame, BullsEye must, within three (3) Business Days thereafter:
(a) direct CenturLink to change the End User Customer back to the LEC
providing service to the End User Customer before the change to BullsEye was
made;
(b) provide any End User Customer information and biling records BullsEye
has obtained relating to the End User Customer to the LEC previously serving the
End User Customer; and
(c) notify the End User Customer and CenturLink that the change back to the
previous LEC has been made.
50.2 CenturyLink wil bil BullsEye fifty dollars ($50.00) per affected line in lieu of
any additional charge in order to compensate CenturyLink for switching the End
User Customer back to the original LEe.
51.0 USE OF SERVICE
Each Party shall make commercially reasonable efforts to ensure that its End User
Customers comply with the provisions of this Agreement (including, but not limited to
the provisions of applicable Tariffs) applicable to the use of services purchased by it
under this Agreement.
52.0 WAIVER
A failure or delay of either Pary to enforce any of the provisions of this Agreement, or
any right or remedy available under this Agreement or at law or in equity, or to require
performance of any of the provisions of this Agreement, or to exercise any option which
is provided under this Agreement, shall in no way be construed to be a waiver of such
provisions, rights, remedies or options, and the same shall continue in full force and
effect.
53.0 WITHDRAWAL OF SERVICES
Notwithstanding anything contained in this Agreement, except as otherwise required by
Applicable Law, CenturyLink may terminate its offering and/or provision of any
particular service offering covered by this Agreement upon at least sixty (60) calendar
days prior written notice to BullsEye, subject to any State Commission requirements.
Effective Jan.l 1, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article IV: Resale
Page 53
ARTICLE IV: RESALE
1.0 TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE
1.1 This Aricle describes services that CenturLink wil make available to BullsEye
for resale. All services or offerings of CenturyLink, which are to be offered for
resale pursuant to the Act, are subject to the terms and conditions herein, the
applicable general terms and conditions in Aricles II & III, and Applicable Law.
CenturLink shall make available to BullsEye for resale any Telecommunications
Services that CenturyLink curently offers, or may offer hereafter, on a retail basis
to subscribers that are not Telecommunications Carers, including such services
as are made available by CenturyLink to its retail End User Customers via its
applicable retail tariff (hereinafter, "resold services").
1.2 Resold services are available where facilities curently exist and are capable of
providing such services without constrction of additional facilities or
enhancement of existing facilities. However, if BullsEye requests that facilities
be constructed or enhanced to provide resold services, CenturLink will construct
facilities to the extent necessary to satisfy its obligations to provide basic
Telephone Exchange Service as set forth in CenturyLink's retail Tarffs, catalogs,
price lists, or other retail Telecommunications Services offerings and Commission
rules. Under such circumstances, CenturyLink will develop and provide to
BullsEye a price quote for the construction. Construction charges associated with
resold services wil be applied in the same manner that construction charges apply
to CenturLink retail End User Customers. If the quote is accepted by BullsEye,
BullsEye wil be biled the quoted price and construction wil commence after
receipt of payment.
1.3 Except as specifically provided otherwise in this Agreement, pre-ordering,
ordering and provisioning of resold services shall be governed by the
CenturyLink Service Guide.
1.4 CenturLink and its suppliers shall retain all of their rights, title and interest in all
facilities, equipment, software, information, and wiring, used to provide BullsEye
with resold services under this Agreement.
1.5 CenturyLink shall have access at all reasonable times to BullsEye customer
locations for the purose of installing, inspecting, maintaining, repairing, and
removing, facilities, equipment, softare, and wiring, used to provide resold
services under this Agreement. BullsEye shall, at BullsEye's expense, obtain any
rights and/or authorizations necessary for such access.
1.6 Except as otherwise agreed to in wrting by CenturLink, CenturyLink shall not
be responsible for the installation, inspection, repair, maintenance, or removal, of
facilities, equipment, software, or wiring provided by BullsEye or BullsEye's End
User Customers for use with any resold services.
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article iV: Resale
Page 54
2.0 GENERA TERMS AND CONDITIONS FOR RESALE
2.1 Primary Local Exchange Carrer Selection. Both Paries shall apply the principles
set forth in FCC Rules, 47 C.F.R. §§ 64.1100, et seq., to process End User
selection of primary local exchange carrers. Neither Party shall require a written
Letter of Authorization (LOA) in order to process the required service orders to
effectuate the migration, but instead shall follow the Blanet LOA procedures set
forth in Aricle III, Section 31.
2.2 Customer-Initiated Change in Provider. The Parties shall comply with all
applicable Commission rules regarding switching End User Customers from one
telecommunications provider to another, including those rules governing initiating
a challenge to a change in an End User Customer's local service provider.
2.2.1 When an End User Customer changes or withdraws authorization, each
Party shall release customer-specific facilities in accordance with the End
User Customer's direction or the direction of the End User Customer's
authorized agent.
2.3 End User Customers with An Unpaid Balance. If a Pary's End User Customer
has an unpaid balance with the other Pary, then the other Pary will not process a
the Party's service order for the Pary's End User Customer until the balance is
paid, unless otherwise required by Applicable Law.
2.4 BullsEye as Customer of Record. BullsEye wil be the customer of record for all
services purchased from CenturyLink. Except as specified herein, CenturLink
wil take orders from, bil and expect payment from BullsEye for all services
ordered.
2.5 Biling. CenturyLink shall not be responsible for the maner in which BullsEye
bills its End User Customers. All applicable rates and charges for services
provided to BullsEye or to BullsEye's End User Customers under this Aricle wil
be biled directly to BullsEye and shall be the responsibility of BullsEye
regardless of BullsEye's ability to collect; including but not limited to toll and
third-party charges unless BullsEye has taken appropriate actions to restrct
BullsEye's End User Customers' ability to incur such charges.
2.6 Local Calling DetaiL. BullsEye wil be billed for message provisioning at the
rates in Aricle VII. If BullsEye requests additional copies of the monthly
invoice, BullsEye may also be billed for the additional copies.
2.7 Originating Line Number Screening (OLNS). Upon request and when
CenturyLink is technically able to provide and bil the service, CenturLink wil
update the database to provide OLNS, which indicates to an operator the
acceptable billing methods for calls originating from the calling number (e.g.,
penal institutions, COCOTS).
Effective Jan.l 1,2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article IV: Resale
Page 55
2.8 Timing of Messages. With respect to CenturyLink resold measured rate local
service(s), where applicable, chargeable time begins when a connection is
established between the calling station and the called station. Chargeable time
ends when the callng station "hangs up," thereby releasing the network
connection. If the called station "hangs up" but the calling station does not,
chargeable time ends when the network connection is released by automatic
timing equipment in the network.
3.0 PRICING
3.1 Calculation of the Resale Discount and the Resulting Resale Rate. The prices
charged to BullsEye for local services shall be calculated as follows:
3.1.1 As shown in Appendix: Resale Pricing ("Resale Appendix") of this
Aricle, CenturyLink shall apply to the monthly retail rate of all
Telecommunications Services made available for resale in this Aricle,
except those services excluded from resale or from receiving the resale
discount as set forth in this Aricle or Applicable Law. The terms
''wholesale discount" and "resale discount," as used in this Aricle, are
interchangeable.
3.1.2 The discount dollar amount calculated under Section 3.1.1 above wil be
deducted from the monthly retail rate of the Telecommunications Service.
3.1.3 The resulting rate is the monthly resale rate of the Telecommunications
Service.
3.2 Promotions. CenturLink shall make available for resale those promotional
offerings that are greater than ninety (90) days in duration, and any special
promotional rate wil be subject to the applicable resale discount. CenturLink
shall make available for resale those promotional offerings that are less than
ninety (90) days in duration; however, any special promotional rate wil not be
subject to and may not be used with the applicable resale discount. For
promotional offerings that are less than ninety (90) days in duration, BullsEye
may choose either the promotion or the discount at its discretion. In all cases, in
order to obtain a promotional offering, BullsEye must qualify for the promotional
offering under the stated terms of the offering and must request the offering at the
time of order placement. BullsEye shall not be eligible for any post-provisioning
retroactive applicability of a promotional offering.
3.3 Resale of "As Is" Services. When a CentuLink End User changes service
providers to BullsEye resold service of the same type without any additions or
changes, the only applicable non-recurng charge shall be the LSR service order
charge.
3.4 Resale with Changes in Services. If a BullsEye End User Customer adds features
or services when the End User Customer changes its resold local service from
Effective Jan. i i, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article iV: Resale
Page 56
CenturyLink or another CLEC to BullsEye, CenturyLink wil charge CLEC the
normal LSR service order charges and/or non-recurng charges associated with
said additions.
3.5 Nonrecurrng Charges. The resale discount, as shown in the Resale Appendix of
this Aricle, does not apply to non-recurrng charges (NCs), whether such NRCs
are contained in this Agreement or in CenturLink's applicable retail tarffs.
4.0 LIMITATIONS AND RESTRICTIONS ON RESALE
4.1 To the extent consistent with Applicable Law, BullsEye may resell local services
to provide Telecommunications Services to its End User Customers. In addition
to the limitations and restrctions set forth in this Section 4, CenturyLink may
impose other reasonable and non-discriminatory conditions or limitations on the
resale of its Telecommunications Services to the extent permitted by Applicable
Law.
4.2 Cross-Class Sellng. BullsEye shall not resell to one class of customers a service
that is offered by CenturyLink only to a paricular class of customers to classes of
customers that are not eligible to subscribe to such services from CenturyLink
(e.g., R-l to B-1, disabled services or lifeline services to non-qualifying
customers).
4.3. Telephone Assistance Programs. BullsEye shall not resell lifeline services,
services for the disabled or other telephone assistance programs. Where BullsEye
desires to provide lifeline services, services for the disabled or similar telephone
assistance programs to its customer, CenturyLink will resell the customer's line as
a residential line (with applicable wholesale discount) and BullsEye shall be
responsible for re-certifying the line pursuant to Applicable Law and for
paricipating in the lifeline, disabled services or telephone assistance discount
pool without the assistance of CenturyLink. In no event shall CenturyLink be
responsible for recovering or assisting in the recovery of lifeline, disabled services
or telephone assistance program discounts on behalf of BullsEye. BullsEye is
exclusively responsible for all aspects of any similar BullsEye-offered program,
including ensuring that any similar BullsEye-offered program(s) complies with all
applicable federal and State requirements, obtaining all necessary End User
certifications and re-certifications, submitting wrtten designation that any of
BullsEye's End User Customers or applicants are eligible to paricipate in such
programs, submitting BullsEye's claims for reimbursement to any applicable
governental authority and any other activities required by any applicable
governental authority.
4.4 Promotional Offerings Lasting Less Than 90 Days. The resale discount does not
apply to CenturyLink's promotional offerings where (i) such promotions involve
rates that will be in effect for no more than ninety (90) days, and (ii) CenturyLink
does not make such promotions available as sequential ninety (90)-day
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article iV: Resale
Page 57
promotions. However, BullsEye may resell CenturLink promotional offerings
that last less than ninety (90) days subject to the terms of Section 3.2 above.
4.5 Advanced Telecommunications Services Sold to ISPs. Advanced
telecommunications services ("Advanced Services") sold to Internet Service
Providers (ISPs) as an input component to the ISPs' retail Internet service offering
shall not be available for resale by BullsEye under the terms of this Agreement.
4.6 Customer-Specific Pricing Agreements. BullsEye may purchase CenturLink
customer-specific service offerings for resale to any customer who would have
been eligible to take such offering directly from CentuLink. However, the
resale discount does not apply to such offerings. Where BullsEye and
CenturLink are competing at retail for the same customer, CenturyLink wil
calculate the retail price without uneasonable delay.
4.7 OS/DA. The resale discount shall not apply to Operator Services (OS) or
Directory Assistance (DA) services provided to BullsEye's End Users by
CenturLink's OS and DA vendors.
4.8 Special Access Services. BullsEye may purchase for resale special access
services; however, no resale discount applies.
4.9 COCOT Coin or Coinless Lines. BullsEye may purchase for resale COCOT coin
or coinless line services; however, no resale discount applies.
4.10 Grandfathered Services. Services identified in CenturLink tariffs as
grandfathered in any manner are available for resale only to End User Customers
that already have such grandfathered service. An existing End User Customer
may not move a grandfathered service to a new service location. If an End User's
grandfathered service is terminated for any reason, such grandfathered service
may not be reinstalled. Grandfathered services are subject to a resale discount, as
provided in Section 3.1.
4.11 Universal Emergency Number Service. Universal Emergency Number Service is
not available for resale. Universal Emergency Number Service (E911/911
service) is provided with each 10cal Telephone Exchange Service line resold by
BullsEye whenever E911/911 service would be provided on the same line if
provided by CenturLink to a CenturLink retail End User Customer.
4.12 Services provided for BullsEye's Own Use. Telecommunications Services
provided directly to BullsEye for its own use or for the use of its subsidiares and
affliates and not resold to BullsEye's End User Customers must be identified by
BullsEye as such, and BullsEye will pay CenturyLink's retail prices for such
services.
4.13 BullsEye shall not use resold local Telecommunications Services to provide
access or interconnection services to itself, its subsidiares and affiiates,
Effective Jan.l 1,2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article iV: Resale
Page 58
Interexchange Carers (IXCs), wireless carrers, competitive access providers
(CAPs), or any other telecommunications providers; provided, however, that
BullsEye may permit its subscribers to use resold local exchange telephone
service to access IXCs, wireless carers, CAPs, or other retail
telecommunications providers.
4.14 BullsEye may resell services that are provided at a volume and/or term discount
in accordance with the terms and conditions of the applicable Tarff. BullsEye
shall not permit the sharng of a service by multiple End User Customer(s) or the
aggregation of traffic from multiple End User Customers' lines or locations onto a
single service for any purpose, including but not limited to the purpose of
qualifying for a volume and/or term discount. Likewise, BullsEye shall not
aggregate the resold services to individual End Users at multiple addresses to
achieve any volume discount where such may be available pursuant to tarff or
special promotion. Any volume and/or term discount shall be applied first to the
retail price, and the resale discount shall be applied thereafter.
5.0 CHANGES IN RETAIL SERVICE
CenturLink wil notify BullsEye, at the time a tariff is fied with the Commission, of any
changes in the prices, terms and conditions under which CenturLink offers
Telecommunications Services at retail to subscribers who are not Telecommunications
Carrers by posting such changes on CenturLink's Website. Such changes may include,
but not be limited to, the introduction of any new featues, functions, services,
promotions in excess of 90 days in duration, or the discontinuance or grandfathering of
current features and services. Where BullsEye has signed up for or subscribed to
CenturyLink's email notification service, CenturyLink also shall provide notice to
BullsEye of such tariff changes by posting the same to CenturyLink's Website, with
email notification of such postings.
6.0 REQUIREMENTS FOR CERTAIN SPECIFIC SERVICES
6.1 E911/911 Services. CenturLink shall provide to BullsEye, for BullsEye End
User Customers, E911/911 call routing to the appropriate Public Safety
Answering Point ("PSAP"). CenturLink shall use its standard service order
process to update and maintain the BullsEye customer service information in the
Automatic Location Identificationlatabase Management System (ALI/DMS)
used to support 911 services on the same schedule that it uses for its own retail
End User Customers. CenturLink shall provide BullsEye End User Customer
information to the PSAP. BullsEye shall update its End User's 911 information
through the LSR process. CenturyLink assumes no liability for the accuracy of
information provided by BullsEye, and CenturyLink shall not be responsible for
any failure of BullsEye to provide accurate End User Customer information for
listings in any databases in which CenturyLink is required to retain and/or
maintain such information.
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article iV: Resale
Page 59
6.1.1 BullsEye shall be responsible for collecting from its End User Customers
and remitting all applicable 911 fees and surcharges, on a per line basis, to
he appropriate Public Safety Answering Point (PSAP) or other
governental authority responsible for collection of such fees and
surcharges subject to applicable law.
6.2 Suspension of Service. BullsEye may offer to resell End User Customer-Initiated
Suspension and Restoral Service to its End User Customers if and to the extent
offered by CenturyLink to its retail End Users.
6.2.1 BullsEye may also provide CenturyLink-lnitiated Suspension service for
its own purposes, where available. CenturyLink shall make these services
available at the retail rate less the resale discount on the monthly recurng
charge only. No discount shall apply to non-recurrng charges. BullsEye
shall be responsible for placing valid orders for the suspension and the
subsequent disconnection or restoral of service to each of its End Users.
6.2.1.1 Should BullsEye submit a requests for a disconnection of an end
user service and subsequently request reconnection of the same end user
service, the terms for suspension of service will apply.
6.2.1.2 Service order charges and any applicable tarff fees wil apply to
all temporary suspension and restoral requests made by BullsEye
including disconnection and subsequent reconnection requests for the
same end user service.
6.2.2. Should BullsEye suspend service for one of its End User Customers and
fail to submit a subsequent disconnection order within the maximum
number of calendar days permitted for a company-initiated suspension
pursuant to the State-specific retail tariff, BullsEye shall be charged and
shall be responsible for all appropriate monthly services charges for the
End User's service from the suspension date through the disconnection
date pursuant to the State-specific retail tarff subject to the Commission-
approved wholesale discount.
6.2.3 Should BullsEye restore its End User, restoral charges wil apply, and
BullsEye will be billed for the appropriate service from the time of
suspension.
6.3 End User Retention of Telephone Number. When End User Customers switch
from CenturyLink to BullsEye, or to BullsEye from any other reseller, and if they
do not change their physical service address to an address served by a different
Rate Center, such End User Customers shall be permitted to retain their curent
telephone numbers if they so desire and if such number retention is not prohibited
by Applicable Law or regulations for number administration and Number
Portability (N). Telephone numbers may not be retained if the physical service
address is changed concurent with the switch to a new provider nor may
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article iV: Resale
Page 60
telephone numbers be retained after a switch to a new provider if the physical
service address of the End User subsequently changes to one served by a different
Rate Center.
7.0 PRE-ORDERING AND ORDERING
7.1 CenturyLink wil provide pre-ordering and ordering services for resale services to
BullsEye consistent with the CentuLink Service Guide.
7.2 LSR Process. Where no other electronic OSS interface is being utilized, LSRs
shall be electronically sent by BullsEye to CenturLink via CenturyLink's
Website (the "LSR process"). CenturLink wil enter the LSRs daily into its
ordering system durng normal working hours as specified in the CenturLink
Service Guide.
7.2.1 Multiple Working Telephone Numbers (WTN) may be included in one
order provided the numbers are for the same customer at a specific
location.
7.2.2 Upon work completion, CentuLink wil provide BullsEye a Service
Order Completion (SOC) notice via e-mail to BullsEye's designated email
address.
7.2.3 As soon as identified, CenturyLink wil provide BullsEye any reject error
notifications e-mail to BullsEye's designated email address.
7.2.4 CentuLink wil provide BullsEye with a Jeopardy Notice when
CenturyLink's Committed Due Date is in jeopardy of not being met by
CenturLink on any resale service via e-mail to BullsEye's designated
email address. On that Jeopardy Notice, CenturyLink shall provide the
revised Committed Due Date.
7.3 Telephone Number Assignents. Where BullsEye resells service to a new (not
curently existing) end user, CenturyLink shall allow BullsEye to place service
orders and receive phone number assignents.
7.4 Maintenance. CenturLink wil provide repair and maintenance services to
BullsEye and its End User Customers for resold services in accordance with the
terms set forth in Aricle VIII (Maintenance) of this Agreement, which are the
same standards and charges used for such services provided to CenturLink End
User Customers. CentuLink wil not initiate a maintenance call or take action
in response to a trouble report from a BullsEye End User Customer until such
time as trouble is reported to CenturyLink by BullsEye. BullsEye must provide to
CenturyLink all End User Customer information necessary for the installation,
repair and servicing of any facilities used for resold services according to the
procedures described in the CenturyLink Guide.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article iV: Resale
Page 61
7.5 Line Loss Notification. CenturyLink wil provide BullsEye with an electronic
line loss notification when a BullsEye resale customer changes its local carrer.
7.6 BullsEye as Single Point of Contact. CenturyLink will recognize BullsEye as the
single and sole point of contact for all BullsEye End User Customers. BullsEye
wil provide CenturyLink with the names of authorized individuals that can remit
or inquire about its LSRs.
7.7 Misdirected Calls. CentuLink shall refer all questions received directly from
BullsEye End Users back to BullsEye for handling.
7.8 Communications with Other Party's Customers or Prospective Customers. The
Parties wil ensure that all representatives who receive inquiries regarding the
other Pary's services shall not in any way disparage or discriminate against the
other Pary or that other Pary's products and services. The Paries shall not
solicit each others' End User Customers during such inquiries.
7.9 Intentionally left blan
7.10 Ordering and Provisioning Hours. CenturyLink wil provide ordering and
provisioning coordination for resale services Monday through Friday, during the
business hours specified in the Service Guide, through its Resale Service Center.
BullsEye may request expedited provisioning or provisioning outside of the
normal work day. However, BullsEye agrees to pay any additional costs and/or
non-recurrng charges associated with expediting any resale service request as set
forth in the attached Resale Appendix.
7.11 As-Is Transfers. CenturyLink will accept orders for As-Is Transfer (AIT) of
services from CenturyLink to BullsEye where CenturyLink is the End User
Customer's current local exchange carrer.
7.12 Transfers Between BullsEye and another Reseller of CenturyLink Services.
When BullsEye has obtained an End User Customer from another reseller of
CenturyLink services, BullsEye wil inform CenturLink of the transfer by
submitting standard LSR forms to CenturyLink via the LSR process.
8.0 OTHER OPERATIONAL MATTERS
8.1 CenturyLink wil provide provisioning intervals and procedures for design and
complex services on a nondiscriminatory basis. Complex service orders charges
pursuant to tariff terms may apply.
8.2 Where technically feasible, CenturLink's ordering center wil coordinate support
for all designed and/or complex resale services provided to BullsEye.
8.3 CenturyLink wil provide the functionality of blocking calls (e.g., 900, 976,
international calls, and third-party or collect calls) by line or trnk on an
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article iV: Resale
Page 62
individual switching element basis, to the extent that CenturLink provides such
blocking capabilities to its End User Customers and to other CLECs, but only to
the extent required by Applicable Law.
8.4 When ordering a resale service via an LSR service order, BullsEye may order
separate interLATA and intraLATA service providers (i.e., two PICs) on a line or
trunk basis, and BullsEye agrees to pay the applicable service order and PiC
charges associated with such order. CenturLink wil accept PiC change orders
for intraLATA toll and long distance services through the service provisioning
process.
8.5 CenturLink's retail sales and marketing personnel wil not have access to
information regarding BullsEye's requests for resold services or other
competitively sensitive information.
9.0 ORDER DUE DATE
9.1 Order Due Date. When BullsEye submits an LSR, BullsEye will specify a
desired Due Date (DDD) and CenturLink wil specify a due date (DD) based on
the available dates within the applicable intervaL. Standard due date intervals
shall be as set forth in the CenturyLink Service Guide.
9.2 Requests to Expedite. If expedited service is requested, BullsEye wil populate
the "Expedite" and "Expedite Reason" fields on the LSR. CenturyLink will use
commercially reasonable efforts to accommodate the request, however,
CenturLink reserves the right to refuse an expedite request if resources are not
available. If an expedite request is granted, applicable expedite service order
charges, as set forth in the Resale Appendix, will apply.
9.3 Escalation Procedures and Dispute Resolution. BullsEye wil follow the
documented escalation process for resolving questions and disputes relating to
ordering and provisioning procedures or to the processing of individual orders,
subject ultimately to the dispute resolution provisions set forth in Aricle III of
this Agreement. The CenturLink Service Guide documents the escalation
process.
10.0 REPAIR AND MAINTENANCE REQUIREMENTS
CenturyLink will provide repair and maintenance services for all resale services in
accordance with the terms and conditions of this Aricle and Article VIIi (Maintenance).
11.0 DESIGNED AND/OR COMPLEX NEW CIRCUIT TESTING
11.1 CenturLink wil perform testing (including trouble shooting to isolate any
problems) of resale services purchased by BullsEye in order to identify any new
circuit failure performance problems. Each Pary will utilize CenturyLink's
routine maintenance procedures for isolating and reporting troubles.
Effective Jan.l 1,2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and BullsEye - State of Idaho
Article iV: Resale
Page 63
11.2 Where available, CenturyLink will perform pre-testing in support of complex
resale services ordered by BullsEye.
12.0 ACCESS CHARGES
CenturyLink retains all revenue due from other carers for access to CenturLink's
facilities, including both switched and special access charges. CenturyLink retains all
switched access revenues when providing switched access services for BullsEye's retail
End User Customers served via resale. When BullsEye resells special access to its end
user customers, CenturLink is not entitled to any special access revenues from
BullsEye's End User Customers.
13.0 RESALE OF BullsEye'S TELECOMMUNICATIONS SERVICES
While this Aricle addresses the provision of certain CenturLink services to BullsEye for
resale by BullsEye, the Paries also acknowledge that BullsEye is required pursuant to 47
U.S.C. § 251 (b) to provide its Telecommunications Services to CenturyLink for resale by
CenturLink. Upon request by CenturyLink, BullsEye and CenturyLink shall negotiate
an amendment to provide for resale of BullsEye's Telecommunications Services under
terms and conditions that are no less favorable than those offered by CentuLink to
BullsEye under this Agreement.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article V: Maintenance
Page 64
ARTICLE v: MAINTENANCE
1.0 GENERA MAINTENANCE & REPAIR REQUIREMENTS
CenturLink wil provide maintenance and repair services for all resold services,
Unbundled Network Elements and Interconnection Facilities and trus provided by
CenturyLink under this Agreement. Such maintenance and repair services provided to
BullsEye shall be at parity with services provided to CenturLink's own customers and
equal in quality to that which CenturyLink provides to itself, any subsidiar, Affiiate or
third party. To the extent CenturyLink provides maintenance and/or repair services to
BullsEye's End User Customers, such services shall be equal in quality to that which
CenturyLink provides to its own End User Customers. CenturLink agrees to respond to
BullsEye trouble reports on a non-discriminatory basis consistent with the maner in
which it provides service to its own retail End User Customers or to any other similarly
initiated Telecommunications Carer. Notwithstanding anything else in this Agreement,
CenturLink shall be required to provide maintenance and/or repair to BullsEye and/or
BullsEye's End User Customers only to the extent required by Applicable Law.
2.0 MAINTENANCE & REPAIR PROCEDURES
2.1 CenturyLink shall not respond to maintenance and/or repair calls directly from
BullsEye's End User Customers. BullsEye shall initiate any and all maintenance
and/or repair calls to CenturyLink on behalf of BullsEye's End User Customers.
2.2 CenturLink will provide a single point of contact (SPOC) for all of BullsEye's
maintenance and repair requirements under this Aricle (via a 1-800 number(s))
that wil be answered twenty-four (24) hours per day, seven (7) days per week.
This SPOC shall be set forth in the CenturyLink Service Guide.
2.3 On a reciprocal basis, BullsEye wil provide CenturyLink with an SPOC for all
maintenance and repair requirements under this Aricle (via a 1-800 number( s))
that wil be answered twenty-four (24) hours per day, seven (7) days per week.
2.4 BullsEye agrees to follow the process and procedures for reporting and resolving
circuit trouble or repairs set forth in the CenturyLink Service Guide. Before
contacting CenturyLink's Trouble Maintenance Center (CTMC), BullsEye must
first conduct trouble isolation to ensure that the trouble does not originate from
BullsEye's own equipment or network or the equipment of BullsEye's customer.
2.5 If (a) BullsEye reports to CenturLink a customer trouble, (b) BullsEye requests a
dispatch, (c) CenturLink dispatches a technician, and (d) such trouble was not
caused by CenturyLink's facilities or equipment in whole or in par, then
BullsEye shall pay CenturyLink a charge set forth in CenturLink's local tariff for
time associated with said dispatch. In addition, this charge also applies when the
customer contact as designated by BullsEye is not available at the appointed time.
BullsEye accepts responsibility for initial trouble isolation and providing
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article V: Maintenance
Page 65
CenturLink with appropriate dispatch information based on its test results. If, as
the result of BullsEye instrctions, CenturLink is erroneously requested to
dispatch to a site on CenturLink's company premises ("dispatch in"), a charge
set forth in CenturyLink's local tariff wil be assessed per occurence to BullsEye
by CenturyLink. If as the result of BullsEye's instructions, CentuLink is
erroneously requested to dispatch to a site outside of CenturLink's company
premises ("dispatch out"), a charge set forth in CentuLink's local tarff wil be
assessed per occurrence to BullsEye by CenturyLink.
2.5.1 Should no charges applicable to Section 2.5 above be documented in
CenturLink's local tarff, then CenturyLink shall determine Time and
Materials charges pursuant to Aricle XI.
2.6 For purposes of this Aricle, services, facilities and equipment provided to
BullsEye through resold service wil be considered restored, or a trouble resolved,
when the quality of the resold service is equal to that provided before the outage
or the trouble occured.
3.0 ESCALATION PROCEDURES
3.1 CentuLink wil provide BullsEye with wrtten escalation procedures for
maintenance and repair resolution to be followed if any individual trouble ticket
or tickets are not resolved in an appropriate fashion. The escalation procedures to
be provided hereunder shall include names and telephone numbers of
CenturyLink management personnel who are responsible for maintenance and/or
repair issues. These escalation procedures and contact information are set forth in
the CenturLink Service Guide.
3.2 On a reciprocal basis, BullsEye wil provide CenturLink with contact and
escalation information for coordination of all maintenance and repair issues.
4.0 EMERGENCY RESTORATION
4.1 BullsEye may contact CenturLink in order to discuss activities involving the
Central Offce and inter-offce network that may impact BullsEye End User
Customers.
4.1.1 CenturLink will establish an SPOC to provide BullsEye with information
relating to the status of restoration efforts and problem resolution durng
any restoration process.
4.1.2 CenturyLink shall establish methods and procedures for reprovisioning of
all resold services after initial restoration. CenturLink agrees that
Telecommunications Service Priority ("TSP") services for BullsEye car
equal priority with CenturLink TSP services for restoration.
CenturLink wil follow the guidelines established under the National
Securty Emergency Procedures (NSEP) plan and will follow TSP
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article V: Maintenance
Page 66
guidelines for restoration of emergency services in as expeditious a
manner as possible on a non-discriminatory basis to respond to and
recover from emergencies or disasters.
5.0 MISDIRECTED REPAIR CALLS
5.1 For misdirected repair calls, the Paries wil provide their respective repair bureau
contact number( s) to each other on a reciprocal basis and provide the End User
Customer the correct contact number.
5.2 In responding to misdirected calls, neither Pary shall make disparaging remarks
about each other, nor shall they use these calls as a basis for internal referrals or to
solicit End User Customers or to market services.
6.0 PREMISES VISIT PROCEDURES
6.1 CenturyLink Maintenance of Service Charges, when applicable, wil be biled by
CenturyLink to BullsEye, and not to BullsEye's End User Customers.
6.2 Dispatching of Centur Link's technicians to BullsEye's End User Customers'
premises shall be accomplished by CenturyLink pursuant to a request received
from BullsEye.
6.3 Except as otherwise provided in this Agreement, in those instances in which
CentuLink personnel are required pursuant to this Agreement to interface
directly with BullsEye's End User Customers for the purose of installation,
repair and/or maintenance of services, such personnel shall inform the customer,
if asked, that he or she is there acting on behalf of the customer's local service
provider. In these situations, any written "leave behind" materials that
CenturyLink technicians provide to BullsEye's customer wil be non-branded
materials that does not identify the work being performed as being performed by
CenturLink. CenturLink wil not rebrand its vehicles and personneL.
6.4 If a trouble canot be cleared without access to BullsEye's local service
customer's premises and the customer is not at home, the CenturyLink technician
will leave at the customer's premises a non-branded "no access" card requesting
the customer to call BullsEye for rescheduling of the repair.
7.0 INTENTIONALLY LEFT BLANK
8.0 PRICING
8.1 Rates and charges for the relevant services provided under this Aricle are
included in Aricle VII (Pricing), and such rates and charges shall apply.
Effective Jan.l 1,2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VI: Access To Operations
Support Systems ("OSS")
Page 67
ARTICLE VI: ACCESS TO OPERATIONS SUPPORT SYSTEMS ("OSS")
1.0 INTENTION OF THE PARTIES
1.1 It is the Parties' intent that this Aricle shall be read to support and clarify, without
superseding or replacing, the varous agreements between CenturLink and
BullsEye with regard to access to, use of services provided by, or information
obtained pursuant to the CenturyLink Operations Support Systems that are
described within the varous aricles of the Resale Agreement and/or the
CenturyLink Service Guide.
1.2 This Aricle sets forth terms and conditions for access to Operations Support
Systems (OSS) fuctions to support the resale services provided under this
Agreement so that BullsEye can obtain pre-ordering, ordering, provisioning,
maintenance/repair, and billing information and services from CenturLink.
2.0 DEFINITIONS
2.1 CenturyLink Operations Support Systems: CenturyLink systems for pre-ordering,
ordering, provisioning, maintenance and repair, and biling.
2.2 CenturyLink OSS Services: Access to CenturyLink Operations Support Systems
functions. The term "CenturyLink OSS Services" includes, but is not limited to:
(a) CenturyLink's provision of BullsEye Usage Information to BullsEye pursuant
to Sections 2.8 and 9.0 below; (b) CenturyLink's provision of BullsEye Billng
Information to BullsEye pursuant to Sections 2.9 and 10.0 below; and (c)
"CenturyLink OSS Information," as defined in Section 2.4 below.
2.3 CenturyLink OSS Facilities: Any gateways, interfaces, databases, facilities,
equipment, softare, or systems, including manual systems, used by CenturyLink
to provide CenturLink OSS Services or CenturyLink Pre-OSS Services to
BullsEye.
2.4 CenturyLink OSS Information: The term "CenturLink OSS Information"
includes, but is not limited to: (a) any Customer Information related to a
BullsEye customer accessed by, or disclosed or provided to, BullsEye through or
as a par of CenturyLink OSS Services or CenturyLink Pre-OSS Services; (b) any
BullsEye Usage Information (as defined in Section 2.8 below); and (c) any
BullsEye Billing Information (as defined in Section 2.9 below) accessed by, or
disclosed or provided to, BullsEye.
2.5 CenturyLink Pre-OSS Services: Any services that allow the performance of an
activity that is comparable to an activity to be performed through a CenturyLink
OSS Service and that CenturyLink offers to provide to BullsEye prior to, or in
lieu of, CenturyLink's provision of the CenturyLink OSS Service to BullsEye.
The term "CenturyLink Pre-OSS Services" includes, but is not limited to, the
activity of placing orders for CenturLink Retail Telecommunications Services or
Access Service Requests through a telephone facsimile, electronic mail, or Web
graphical user interface ("Web GUI") communication.
Effective Jan.l 1,2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VI: Access To Operations
Support Systems ("OSS")
Page 68
2.6 CenturyLink Retail Telecommunications Service: Any Telecommuncations
Service that CenturyLink provides at retail to subscribers that are not
Telecommunications Carers. The term "CenturyLink Retail
Telecommunications Service" does not include any Exchange Access service (as
defined in Section 3(16) of the Act, 47 U.S.c. § 153(16)) provided by
CenturLink.
2.7 Customer Information: Customer Proprietary Network Information ("CPNI") of a
customer as defined in Section 222 of the Act, 47 U.S.c. §222, and any other non-
public, individually identifiable information about a customer or the purchase by a
customer of the services or products of a Party.
2.8 BullsEye Usage Information: The usage information for a CenturLink Retail
Telecommunications Service purchased by BullsEye under this Agreement that
CenturLink would record if CenturyLink was fuishing such CenturyLink
Retail Telecommunications Service to a CenturyLink retail End User Customer.
2.9 BullsEye Biling Information: The biling information for a CenturyLink
Telecommunications Service (as defined in Section 3(46) of the Act, 47 U.S.c. §
153(46)) purchased by BullsEye under this Agreement that CentuyLink would
provide if CenturLink was fuishing such services or facilities to a CenturyLink
customer.
3.0 SERVICE PARTY AND STANDARS
Notwithstanding anything in this Agreement to the contrary, CenturyLink shall meet any
service standard imposed by the FCC or by the Commission for any local services
provided by CenturyLink to BullsEye for resale or use in the provision of
Telecommunications Services.
4.0 FUTURE ENHANCEMENTS TO CENTURYTEL OSS FACILITIES
If CenturyLink makes enhancements to the existing CenturLink OSS Facilities or
implements real-time automated electronic interfaces at some futue date, the Paries
agree that: (a) to the extent practicable, BullsEye will use such interfaces to obtain
CenturyLink OSS Services; and (b) CenturyLink may at its option discontinue any
CenturLink OSS Facilities that the enhanced facilities have been designed to replace.
5.0 NOTICES
Unless otherwise specifically provided elsewhere in this Agreement, notices required
under this Aricle shall be provided pursuant to Aricle III, Section 34.
6.0 CENTURYTEL OSS SERVICES
6.1 Upon request by BullsEye, CenturyLink shall provide to BullsEye, pursuant to
Section 251(c)(3) of the Act, 47 U.S.c. § 251(c)(3), access to CenturLink Pre-
OSS Services, or at CenturyLink's option, access to CenturyLink OSS Services.
CenturLink shall not be required to provide BullsEye access to CenturLink
Effective Jan.11, 201 0
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VI: Access To Operations
Support Systems ("OSS")
Page 69
OSS Services if such are not available and CenturLink provides BullsEye access
to applicable CenturyLink Pre-OSS Services.
6.2 Subject to the requirements of Applicable Law, CenturyLink Operations Support
Systems, CenturLink Operations Support Systems fuctions, CenturLink OSS
Facilities, CenturyLink OSS Information, and the CenturLink OSS Services that
wil be offered by CenturyLink, shall be as determined by CenturLink. Subject
to the requirements of Applicable Law, CenturyLink shall have the right to
change CenturyLink Operations Support Systems, CenturLink Operations
Support Systems functions, CenturyLink OSS Facilities, CenturLink OSS
Information, and the CenturyLink OSS Services, from time-to-time, without the
consent of BullsEye.
6.3 Except as specifically provided otherwise in this Agreement, service ordering,
provisioning, biling and maintenance processes and procedures shall be governed
by the CenturLink Service Guide. The standard service order charges set forth
pursuant to this agreement shall apply to all orders placed via OSS or pre-OSS
services.
7.0 ACCESS TO AND USE OF CENTURYTEL OSS FACILITIES
7.1 CenturLink OSS Facilities may be accessed and used by BullsEye only for
BullsEye's access to and use of CenturyLink Pre-OSS Services or CenturyLink
OSS Services pursuant to and in accordance with this Agreement.
7.2 CenturyLink OSS Facilities may be accessed and used by BullsEye only to
provide Telecommunications Services to BullsEye End User Customers in the
State.
7.3 BullsEye shall restrict access to and use of CenturLink OSS Facilities to
BullsEye. BullsEye shall not have any right or license to grant sublicenses to
other persons, or permission to other persons (except BullsEye's employees,
agents, and contractors, in accordance with Section 7.7 below), to access or use
CenturLink OSS Facilities.
7.4 BullsEye shall not (a) alter, modify or damage the CenturLink OSS Facilities
(including, but not limited to, CenturLink softare); (b) copy, remove, derive,
reverse engineer, modify, or decompile, softare from the CentuLink OSS
Facilities; (c) use CenturLink OSS Facilities in any manner contrary to
applicable agreements with third-pary vendors and/or third-party Intellectual
Property rights; (d) allow any use of or access to CenturLink OSS Facilities by
any unauthorized person; or (e) obtain access through CenturLink OSS Facilities
to CenturLink databases, facilities, equipment, software, or systems, which are
not authorized for BullsEye's use under this Section 7.0.
7.5 BullsEye shall comply with all practices and procedures established by
CenturLink for access to and use of CenturyLink OSS Facilities (including, but
not limited to, CenturLink practices and procedures with regard to security and
use of access and user identification codes).
Effective Jan. i 1, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VI: Access To Operations
Support Systems ("OSS")
Page 70
7.6 All practices and procedures for access to and use of CentuLink OSS Facilities,
and all access and user identification codes for CenturLink OSS Facilities: (a)
shall remain the property of CenturyLink; (b) shall be used by BullsEye only in
connection with BullsEye's use of CenturyLink OSS Facilities permitted by this
Section 7.0; (c) shall be treated by BullsEye as Confidential Information of
CenturLink pursuant to Section 14.0, Aricle III of the Agreement; and, (d) shall
be destroyed or retured by BullsEye to CenturyLink upon the earlier of a request
by CenturLink or the expiration or termination of the Agreement.
7.7 BullsEye's employees, agents and contractors may access and use CenturyLink
OSS Facilities only to the extent necessary for BullsEye's access to and use of the
CenturyLink OSS Facilities permitted by this Agreement. Any access to or use of
CenturyLink OSS Facilities by BullsEye's employees, agents, or contractors, shall
be subject to the provisions of the Agreement, including, but not limited to,
Section 14.0, Aricle III of the Agreement and Section 8.2.3 of this Aricle.
BullsEye shall ensure that its employees, agents, and contractors comply with all
provisions herein relating to access to and use of CenturLink OSS Facilities.
7.8 CenturyLink will provide BullsEye with access to the CenturyLink Pre-OSS
Services and CenturyLink OSS Facilities durng the same hours of operation that
apply to CenturLink's own retail operations during which its employees have
access to similar functions for its provision of retail services ("Retail Operations
Hours"). CenturyLink shall provide support during Retail Operations Hours
sufficient to provide BullsEye with service at the same level provided to
CenturLink's own retail operations.
8.0 CENTURYTEL OSS INFORMATION
8.1 Subject to the provisions of this Agreement and Applicable Law, BullsEye shall
have a limited, revocable, non-transferable, non-exclusive right to use
CenturyLink OSS Information durng the term of this Agreement, for BullsEye's
internal use for the provision of Telecommunications Services to BullsEye End
User Customers in the State.
8.2 All CenturyLink OSS Information shall at all times remain the property of
CenturyLink. Except as expressly stated in this Aricle, BullsEye shall acquire no
rights in or to any CenturLink OSS Information. CenturLink reserves all rights
not expressly granted herein.
8.2.1 BullsEye shall treat CenturyLink OSS Information as Confidential
Information of CenturyLink pursuant to Section 14.0, Aricle III of the
Agreement.
8.2.2 BullsEye shall not have any right or license to grant sublicenses to other
persons, or grant permission to other persons (except BullsEye's
employees, agents or contractors, in accordance with Section 8.2.3 below),
to access, use or disclose CenturyLink OSS Information, except as
provided in Section 8.2.3 below.
Effective Jan.l 1,2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VI: Access To Operations
Support Systems ("OSS")
Page 71
8.2.3 BullsEye's employees, agents and contractors may access, use and
disclose CenturLink OSS Information only to the extent necessar for
BullsEye's access to, and use and disclosure of, CenturLink OSS
Information permitted by this Aricle. Any access to, or use or disclosure
of, CenturyLink OSS Information by BullsEye's employees, agents or
contractors, shall be subject to the provisions of this Agreement,
including, but not limited to, Section 14.0, Aricle III of the Agreement
and Sections 8.2.1 and 8.2.2 above. BullsEye shall ensure that its
employees, agents, and contractors comply with all provisions herein
relating to access to and use of CenturyLink OSS Information.
8.2.4 BullsEye's right to use CenturyLink OSS Information shall expire upon
the earliest of: (a) termination of such right in accordance with this
Aricle; or (b) expiration or termination of the Agreement.
8.2.5 All CenturyLink OSS Information received by BullsEye shall be
destroyed or retued by BullsEye to CenturLink, upon expiration,
suspension or termination of the right to use such CenturLink OSS
Information.
8.3 Unless sooner terminated or suspended in accordance with the Agreement or this
Aricle (including, but not limited to, Aricle III, Sections 2.0 and 9.0 of the
Agreement and Section 11.1 below), BullsEye's access to CenturLink OSS
Information through CenturLink OSS Services shall terminate upon the
expiration or termination of the Agreement.
8.3.1 CenturyLink shall have the right (but not the obligation) to audit BullsEye
to ascertain whether BullsEye is complying with the requirements of
Applicable Law and this Agreement with regard to BullsEye's access to,
and use and disclosure of, CenturLink OSS Information.
8.3.2 Without in any way limiting any other rights CenturyLink may have under
the Agreement or Applicable Law, CenturyLink shall have the right (but
not the obligation) to monitor BullsEye's access to and use of
CenturLink OSS Information which is made available by CentuLink to
BullsEye pursuant to this Agreement, to ascertain whether BullsEye is
complying with the requirements of Applicable Law and this Agreement,
with regard to BullsEye's access to, and use and disclosure of, such
CenturyLink OSS Information. The foregoing right shall include, but not
be limited to, the right (but not the obligation) to electronically monitor
BullsEye's access to and use of CenturyLink OSS Information which is
made available by CenturLink to BullsEye through CenturLink OSS
Facilities.
8.3.4 Information obtained by CenturLink pursuant to this Section 8.0 shall be
treated by CenturyLink as Confidential Information of BullsEye pursuant
to Section 14.0, Aricle III of the Agreement; provided that, CenturLink
shall have the right (but not the obligation) to use and disclose information
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VI: Access To Operations
Support Systems ("OSS")
Page 72
obtained by CenturLink pursuant to this Aricle to enforce CenturyLink's
rights under the Agreement or Applicable Law.
8.4 Customer Proprietary Network Information (CPNI)
8.4.1 BullsEye will not access CenturLink's pre-order fuctions to view CPNI
of another carrer's customer unless BullsEye has obtained an
authorization for release ofCPNI from the customer. BullsEye will not be
required to provide CenturyLink with individual wrtten Letter(s) of
Authorization prior to accessing CPNI information but wil be required to
provide and operate under a Blanket Letter of Authorization that includes
appropriate certifications and restrctions as to the ability to access and use
CPNI consistent with applicable law. The template for a valid Blanet
Letter of Authorization can be found in the CenturyLink Service Guide.
8.4.2 BullsEye must maintain records of individual End User Customers'
authorizations for change in local Telephone Exchange Service and/or
release of CPNI, which adhere to all requirements of State and federal law.
8.4.3 BullsEye is solely responsible for determining whether proper
authorization has been obtained. BullsEye shall indemnify, defend, and
hold CenturLink and other applicable indemnified persons harmless
pursuant to Aricle III, Section 30 from any Claim arsing out of or
relating to BullsEye's failure to obtain proper CPNI consent from a
customer.
8.4.4 BullsEye understand that any OSS access to obtain CPNI that is made
without prior customer permission to access the information or for
BullsEye to become the customer's service provider shall be both a
violation of Applicable Law and a material breach of this agreement.
BullsEye agrees to provide proof of customer permission retained
pursuant to Section 8.4.2 if a CenturLink audit pursuant to Section 8.3
shows evidence of possible violation of Section 8.4.1 and Applicable Law.
8.5 Date Validation Files.
8.5.1 Upon request, CenturyLink will provide BullsEye with any of the
following Data Validation Files via, at CenturyLink's option, CD-ROM,
downloadable, email, or other electronic format:
8.5.1.1 SAG (Street Address Guide)
8.5.1.2 Feature/Service Availability by Switch
8.5.1.3 Directory Names
8.5.1.4 Class of Service Codes
8.5.1.5 Community Names
8.5.1.6 Yellow Page Headings
8.5.1.7 PIC/LPIC (InterLATAJlntraLATA)
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VI: Access To Operations
Support Systems ("OSS")
Page 73
8.5.2 BullsEye may obtain a Data Validation File not more than once per
quarer.
8.6 Subject to Aricle III, Section 27, CenturyLink will provide BullsEye with online
access to documentation and user manuals that set forth the methods and
procedures BullsEye must use in order to utilize the CenturLink Pre-OSS
Services or CenturLink OSS Facilities, including the existing CenturLink Pre-
OSS Systems, and all enhancements, improvements and changes implemented by
CenturLink. BullsEye agrees that all documentation and manuals shall be used
only for internal use, for the purpose of training employees to utilize the
capabilities of CenturyLink Pre-OSS Services of CenturyLink OSS Facilities in
accordance with this Aricle and shall be deemed "Confidential Information" and
subject to the terms, conditions and limitations set forth in Aricle III of this
Agreement.
9.0 BullsEye USAGE INFORMATION
9.1 BullsEye Usage Information will be available to BullsEye through the following:
9.1.1 Daily Usage File through FTP or Connect:Direct.
9.1.2 BullsEye Usage Information will be provided in a Bellcore Exchange
Message Records (EMI) format.
9.2 Daily Usage Files provided pursuant to Section 9.1.1 above wil be issued each
day, Monday through Friday, except holidays observed by CenturyLink.
9.3 Except as stated in Section 9.2, subject to the requirements of Applicable Law, the
manner in which, and the frequency with which, BullsEye Usage Information wil
be provided to BullsEye shall be determined by CenturyLink.
10.0 BullsEye BILLING INFORMATION
10.1 BullsEye Biling Information will be available to BullsEye through the following
means:
10.1.1 Monthly Web GUI Online through MyAccount;
10.1.2 Monthly EDI 811 File for Resale Services through Email or Secure FTP;
or
10.1.3 Monthly Bil Data Tape for Access Services through Secure FTP or
Connect:Direct in OBF Standard BOS format.
10.2 To the extent that BullsEye Biling Information is not available by one of the
means set forth in Section 10.1, CenturLink may provide it in paper or other
format.
11.0 LIABILITIES AND REMEDIES
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VI: Access To Operations
Support Systems ("OSS")
Page 74
11.1 If BullsEye or an employee, agent or contractor of BullsEye at any time breaches
a provision of Sections 7.0 or 8.0 above and such breach continues after notice
thereof from CenturyLink, then, except as otherwise required by Applicable Law,
CenturyLink shall have the right, upon notice to BullsEye, to suspend or terminate
the right to use CenturyLink OSS Information granted by Section 8.1 above
and/or the provision of CenturLink OSS Services, in whole or in part.
11.2 BullsEye agrees that CenturLink would be irreparably injured by a breach of this
Aricle by BullsEye or the employees, agents or contractors of BullsEye, and that
CenturLink shall be entitled to seek equitable relief, including injunctive relief
and specific performance, in the event of any such breach. Such remedies, and
the remedies set forth in Section 11.1, shall not be deemed to be the exclusive
remedies for any such breach, but shall be in addition to any other remedies
available under this Agreement or at law or in equity.
11.3 Any breach of any provision of this Aricle by any employee, agent, or contractor
of BullsEye shall be deemed a breach by BullsEye.
12.0 RELATION TO APPLICABLE LAW
The provisions of this Aricle shall be in addition to and not in derogation of any
provisions of Applicable Law, including, but not limited to, 47 U.S.c. § 222, and are not
intended to constitute a waiver by CenturyLink of any right with regard to protection of
the confidentiality of the information of CenturyLink or CenturyLink customers provided
by Applicable Law.
13.0 COOPERATION
BullsEye, at BullsEye's expense, shall reasonably cooperate with CenturyLink in using
CenturLink OSS Services or CenturyLink Pre-OSS Services. Such cooperation shall
include, but not be limited to, the following:
13.1 Intentionally Left Blan
13.2 BullsEye shall reasonably cooperate with CenturyLink in submitting orders for
CenturLink Telecommunications Services and otherwise using the CenturLink
OSS Services or CenturLink Pre-OSS Services, in order to avoid exceeding the
capacity or capabilities of such CenturyLink OSS Services or CenturLink Pre-
OSS Services.
13.3 Upon CenturLink's request, BullsEye shall participate in reasonable cooperative
testing of CenturyLink OSS Services or CenturyLink Pre-OSS Services and shall
provide reasonable assistance to CenturyLink in identifying and correcting
mistakes, omissions, interrptions, delays, errors, defects, faults, failures, or other
deficiencies, in CenturyLink OSS Services or CenturyLink Pre-OSS Services.
14.0 CENTURYTEL ACCESS TO INFORMATION RELATED TO BullsEye
CUSTOMERS
14.1 CenturyLink shall have the right to access, use and disclose information related to
BullsEye End User Customers that is in CenturLink's possession (including, but
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VI: Access To Operations
Support Systems ("OSS")
Page 75
not limited to, in CenturLink OSS Facilities) to the extent such access, use
and/or disclosure is required by law or is necessar to enforce CenturLink's
rights, or is authorized by the BullsEye customer in the maner required by
Applicable Law.
14.2 Upon request by CenturyLink, BullsEye shall negotiate in good faith and enter
into a contract with CenturyLink, pursuant to which CenturyLink may obtain
access to BullsEye's operations support systems (including, type of access to
allow CenturyLink access to systems/ information required for pre-ordering,
ordering, provisioning, maintenance and repair, and billing) and information
contained in such systems, to permit CenturLink to obtain information related to
BullsEye End User Customers (as authorized by the applicable BullsEye
customer), to permit End User Customers to transfer service from one
Telecommunications Carrer to another, and for such other purposes as may be
permitted by Applicable Law.
15.0 CENTURYTEL PRE-OSS SERVICES
15.1 Subject to the requirements of Applicable Law, the CenturyLink Pre-OSS
Services that wil be offered by CenturyLink shall be as determined by
CenturyLink, and CenturyLink shall have the right to change CenturyLink Pre-
OSS Services, from time-to-time, without the consent of BullsEye, upon 60 days
written notice..
15.1.1 BullsEye shall use the CenturLink Web GUI for Customer Service
Records ("CSR") requests and Local Service Request ("LSR") orders. If
the Web GUI is not functioning at the time BullsEye desires to place a
request for a CSR or an LSR, BullsEye may submit its request or order
by means of electronic mail or facsimile.
15.1.2 BullsEye shall place Access Service Requests ("ASRs") at its option by
means of facsimile, email, or other electronic means CenturyLink may
provide such as its web-based ASR ordering system.
15.1.3 BullsEye shall use a CenturLink-provided 1-800 number for all trouble
ticket and maintenance issues.
15.2 This Section 15.2 shall apply except where Aricle III, Section 27, applies.
CenturyLink is entitled to recover the costs of providing access to the
CenturyLink Operations Support Systems via the CenturLink OSS Services,
CenturyLink Pre-OSS Services, or CenturyLink OSS Facilities, or other means.
CenturyLink shall recover its costs of creating, implementing, or maintaining
access to the CenturLink Operations Support Systems via the CenturLink ass
Services, CenturyLink Pre-OSS Services, or CenturLink OSS Facilities or other
means from BullsEye and other users of such services or facilities in a
competitively neutral maner. CenturyLink's prices for CenturyLink Pre-OSS
Services or other access to CenturyLink Operations Support Systems, or other
methods of recovery of the cost of providing interim or permanent access to the
CenturyLink Operations Support Systems via the CenturLink OSS Services,
Effective Jan.l 1,2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VI: Access To Operations
Support Systems ("OSS")
Page 76
CenturLink Pre-OSS Services, CenturyLink OSS Facilities, or other means shall
be as determined by the Commission upon CenturyLink's submission in
accordance with Applicable Law.
15.3 Any obligation imposed on BullsEye hereunder with respect to CenturyLink OSS
Services, including without limitation restrctions on use and obligation of
confidentiality, shall also apply to CenturyLink Pre-OSS Services.
15.4 BullsEye acknowledges that the CenturLink OSS Information is subject to
change from time to time.
16.0 CANCELLATIONS
CenturyLink may cancel orders for service request held in a pending status that have had
no activity within thirty-one (31) consecutive calendar days after the original service
date.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VIII: Pricing
Page 77
ARTICLE VII: PRICING
1.0 RESALE PRICING
Recurring charges for Resale at Retail Services
Tarff rates
Non-Recurring Charges (NRCs) for Resale Services
NRCs, other than those for Pre-ordering and Custom Handling specifically listed
in this Appendix, wil be charged from the appropriate retail tarff.
Pre-ordering Non-recurng Charges (NCs)
CLEC Account Establishment Per CenturyLink affliate
Customer Record Search Per Account
$273.09
$ 5.25
Service Order Charge all for all LSRs $13.75
Complex Service Order Charges
Tarff
Applicable
Rate
Custom Handling (NCs)
Service Order Expedite:$150.00
Dispatch Charge Applicable Tariff
Usage File Charges
Message Provisioning, per message $.000684
Application ofNRCs
Pre-ordering:
"CLEC Account Establishment" is a one-time charge applied the first time
that BullsEye orders any service from a CenturLink affiiate.
"Customer Record Search" applies when BullsEye requests a sumary of
the services currently subscribed to by the End User Customer.
"Service Order Charge" all for all LSRs wil be applicable when submitting a
Local Service Request (LSR) for any reason. The Service Order Charge covers
Effective Jan.l 1, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and Bul1sEye - State of Idaho
Article VIII: Pricing
Page 78
the administrative order processing costs and is not associated with the recovery
of any technical or materials costs that may be recovered through other charges.
CenturyLink will bill the service order charge for an LSR or suspension of service
request regardless if the LSR is later supplemented, clarified, or cancelled. The
receiving Pary wil also bil an additional service order charge for supplements to
any LSR submitted to clarify, correct, change or cancel a previously submitted
LSR, consistent with CenturLink's fied tarff rates for Primary and Secondary
Service Order Charges, i.e., initial service order charged at Primary rate and
subsequent service orders for supplements, clarfications or cancellations charged
at Secondar rate.
Custom Handling (These NRCs are in addition to any Pre-ordering or Ordering
and Provisioning NRCs):
"Service Order Expedite" applies if BullsEye requests service prior to the
standard due date intervals.
Effective Jan.11, 2010
Resale Agreement
CTL ofIdaho and CTL of Gem State a and Bul1sEye - State of Idaho
-
BullsEye Telecom, Inc
Signature: £
Title: CEO
SIGNATURE PAGE
CentuTel ofIdaho, Inc., dba CenturLink
and CenturyTel ofthe Gem State dba
CentuLink
#k.,.
Signatu:~/
Title: Director - Contract Negotiations
Printed Name: Wiliam H. Oberlin Printed Name: Michael R. Hunsucker
Date:;;./o Date:~-t7.
Effective Jan.11, 2010
Resale Agreement
CTL of Idaho and CTL of Gem State a and BullsEye - State of Idaho
A/