20120720Application.pdf

CENTIJRYLINK
. 1600 7th Avenue, Room 1506
Seattle, Washington 98191
[phone]
Facsimile [phone]
Maura E. Peterson
Paralegal
Regulatory Law
REM, -
RECEIVE0 AM FAT M
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CenturyLi n kIM
Via Overnight delivery
July 19, 2012
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720

Boise, Idaho 83720-0074
04
Re: Case No. T -I)--C
Application for Approval of Interconnection Agreement
Granite Telcommunications, LLC
Dear Ms. Jewell:
Enclosed for filing is an original and three copies of the Application for Approval of an
Interconnection Agreement between Centurylink and Granite Telecommunications, LLC.
CenturyLink respectfully requests that this matter be placed on the Commission Decision
Meeting Agenda for expedited approval.
Please contact me if you have any questions concerning the enclosed. Thank you for your
assistance in this matter.
incerely,
/
/
Maura E. Peter
MEP:ldj
cc: Service list
wwwcenturylink.com
0
Lisa A Anderl (WSBA# 13236)
CenturyLink
1600 7th Ave, Room 1506
Seattle, WA 98191
Telephone: [phone]
Facsimile: [phone]
[e-mail]
2012JUL20 AM 10:08
DAHC.P.UBLIU
UTILITIES COMM.ISSON
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION C, cm I)-•t2
APPLICATION OF QWEST CASE NO.: CiC, r - i
CORPORATION FOR APPROVAL OF
THE INTERCONNECTION APPLICATION FOR APPROVAL OF
AGREEMENT FOR THE STATE OF INTERCONNECTION
IDAHO PURSUANT TO 47 U.S.C. §252(e)
CeturyTel of Idaho, Inc. and CenturyTel of the Gem State, Inc. d/b/a CenturyLink
("CenturyLink") hereby files this Application for Approval of Interconnection Agreement
("Agreement"). The Agreement with Granite Telecommunications, LLC ("Granite") is
submitted herewith.
This Agreement was reached through voluntary negotiations without resort to mediation
or arbitration and is submitted for approval pursuant to Section 252(e) of the Communications
Act of 1934, as amended by the Telecommunications Act of 1996 (the "Act").
Section 252(e)(2) of the Act directs that a state Commission may reject an agreement
reached through voluntary negotiations only if the Commission finds that: the agreement (or
portion(s) thereof) discriminates against a telecommunications carrier not a party to this
agreement; or the implementation of such an agreement (or portion) is not consistent with the
public interest, convenience and necessity.
CenturyLink respectfully submits that this Agreement provides no basis for either of
these findings, and, therefore requests that the Commission approve this Agreement
expeditiously. This Agreement is consistent with the public interest as identified in the pro-
competitive policies of the State of Idaho, the Commission, the United States Congress, and the
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT -
GRANITE TELECOMMUNICATIONS, LLC
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• Federal Communications Commission. Expeditious approval of this Agreement will enable
Granite to interconnect with CenturyLink facilities and to provide customers with increased
choices among local telecommunications services.
CenturyLink further requests that the Commission approve this Agreement without a
hearing. Because this Agreement was reached through voluntary negotiations, it does not raise
issues requiring a hearing and does not concern other parties not a party to the negotiations.
Expeditious approval would further the public interest.
Respectfully submitted thisit day of July, 2012.
CENTURYL K
Lisa A. Anderl
Attorney for CenturyLink
1]
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT -
GRANITE TELECOMMUNICATIONS, LLC
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S
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CERTIFICATE OF SERVICE
I hereby certify that on this jj day of July, 2012, I served the foregoing
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT upon all
parties of record in this matter as follows:
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
[e-mail]
Granite Telecommunications
100 Newport Ave Extension
Quincy, MA 02171
Hand Delivery
U. S. Mail
X_ Overnight Delivery
Facsimile
Email
Hand Delivery
X U.S.Mail
Overnight Delivery
Facsimile
Email
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APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT -
GRANITE TELECOMMUNICATIONS, LLC
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DocuSign Envelope ID: 7FAF01 79-2FBB-4B35-A1A1-E22D485141 4C
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RESALE AGREEMENT
BY AND BETWEEN
CENTURYTEL OF IDAHO, INC. DBA CENTURYLINK;
CENTURYTEL OF THE GEM STATE, INC., DBA CENTURYLINK
AND
GRANITE TELECOMMUNICATIONS, LLC
FOR THE STATE OF IDAHO
DocuSign Envelope ID: 7FAF01 79-2FBB-4B35-A1A1-E22D485141 4C
TABLE OF CONTENTS
PREFACE& RECITALS ................................................................................................................................I
ARTICLE I: PURPOSE, INTENT AND SCOPE OF AGREEMENT ............................................................ 2

1.0 PURPOSE OF THE AGREEMENT .............................................................................................. 2

2.0 INTENT OF THE AGREEMENT ...................................................................................................2

3.0 SCOPE OF THE AGREEMENT ................................................................................................... 2
ARTICLEII: DEFINITIONS .......................................................................................................................... 3

1.0 GENERAL RULES .........................................................................................................................3

2.0 DEFINITIONS .................................................................................................................................3
ARTICLE III: GENERAL TERMS & CONDITIONS ...................................................................................14
I.GENERAL TERMS AND CONDITIONS REGARDING APPLICATION, EFFECTIVE DATE, TERM
ANDGOVERNING 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 GENERAL TERMS & CONDITIONS .......................................................................................18
4.0 AMENDMENTS ............................................................................................................................18
5.0 ASSIGNMENT ....................................................................................................... ...... ..... ..... ... ....19
6.0 ASSURANCE OF PAYMENT ...................................................................................................... 19
7.0 AUDITS .......................................................................................................................................... 20
8.0 AUTHORIZATION AND AUTHORITY ...................................................................................... 23
9.0 BILLING & PAYMENTS/DISPUTED AMOUNTS .................................................................... 23
10.0 INTENTIONALLY LEFT BLANK .............................................................................................. 26
11.0 INTENTIONALLY LEFT BLANK ............................................................................................... 26
12.0 CHANGES IN LAW ...................................................................................................................... 26
13.0 CLEC PROFILE ........................................................................................................................... 27
14.0 CONFIDENTIAL INFORMATION .............................................................................................. 28
15.0 CONSENT ..................................................................................................................................... 29
16.0 CONTACTS BETWEEN THE PARTIES ................................................................................... 29
17.0 CONTACTS WITH CUSTOMERS ............................................................................................. 30
18.0 COUNTERPARTS ....................................................................................................................... 30
19.0 DISCONTINUANCE OF SERVICE BY CLEC ("SNAP-BACK PROVISION") ................... 30
20.0 DISPUTE RESOLUTION ............................................................................................................. 31
21.0 ENTIRE AGREEMENT ................................................................................................................ 32
22.0 EXPENSES ................................................................................................................................... 32
23.0 FORCE MAJEURE ...................................................................................................................... 32
24.0 FRAUD .......................................................................................................................................... 33
25.0 GOOD FAITH PERFORMANCE ................................................................................................ 33
26.0 HEADINGS ................................................................................................................................... 33
27.0 INTELLECTUAL PROPERTY .................................................................................................... 34
28.0 LAW ENFORCEMENT ................................................................................................................ 35
29.0 LETTER OF AUTHORIZATION (LOA) ..................................................................................... 36
30.0 LIABILITY AND INDEMNIFICATION ........................................................................................ 36
31.0 NETWORK MANAGEMENT ...................................................................................................... 39
32.0 NON-EXCLUSIVE REMEDIES .................................................................................................. 40
33.0 INTENTIONALLY LEFT BLANK ............................................................................................... 40
34.0 NOTICES....................................................................................................................................... 40
35.0 ORDERING AND MAINTENANCE ........................................................................................... 42
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. 36.0 POINTS OF CONTACT FOR CLEC CUSTOMERS ................................................................ 42

37.0 PUBLICITY AND USE OF TRADEMARKS .............................................................................42

38.0 REFERENCES .............................................................................................................................
39.0 RELATIONSHIP OF THE PARTIES ..........................................................................................43
40.0 RESERVATION OF RIGHTS ..................................................................................................... 44
41.0 STANDARD PRACTICES .......................................................................................................... 44
42.0 SUBCONTRACTORS ................................................................................................................. 45
43.0 SUCCESSORS AND ASSIGNS - BINDING EFFECT ........................................................... 45
44.0 SURVIVAL ....................................................................................................................................
45.0 TAXES ........................................................................................................................................... 45
46.0 TBD PRICES ................................................................................................................................. 46
47.0 TECHNOLOGY UPGRADES ..................................................................................................... 47
48.0 TERRITORY .................................................................................................................................
49.0 THIRD-PARTY BENEFICIARIES ..............................................................................................
50.0 UNAUTHORIZED CHANGES .................................................................................................... 47
51.0 USE OF SERVICE ........................................................................................................................ 48
52.0 WAIVER......................................................................................................................................... 48
53.0 WITHDRAWAL OF SERVICES ................................................................................................. 48
ARTICLE IV: RESALE ..............................................................................................................................
1.0 TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE .................................... 49
2.0 GENERAL TERMS AND CONDITIONS FOR RESALE ......................................................... 50
3.0 PRICING ........................................................................................................................................ 51
4.0 LIMITATIONS AND RESTRICTIONS ON RESALE ............................................................... 52
5.0 CHANGES IN RETAIL SERVICE .............................................................................................. 54
6.0 REQUIREMENTS FOR CERTAIN SPECIFIC SERVICES ..................................................... 54
7.0 PRE-ORDERING AND ORDERING .......................................................................................... 55
8.0 OTHER OPERATIONAL MATTERS ......................................................................................... 57
9.0 ORDER DUE DATE ..................................................................................................................... 57
10.0 REPAIR AND MAINTENANCE REQUIREMENTS................................................................. 58
11.0 DESIGNED AND/OR COMPLEX NEW CIRCUIT TESTING .................................................. 58
12.0 ACCESS CHARGES ................................................................................................................... 58
ARTICLE V: MAINTENANCE ...................................................................................................................59

1.0 GENERAL MAINTENANCE & REPAIR REQUIREMENTS .................................................59

2.0 MAINTENANCE & REPAIR PROCEDURES ..........................................................................59

3.0 ESCALATION PROCEDURES .................................................................................................60

4.0 EMERGENCY RESTORATION .................................................................................................60

5.0 MISDIRECTED REPAIR CALLS ............................................................................................... 61

6.0 PREMISES VISIT PROCEDURES ............................................................................................ 61

7.0 INTENTIONALLY LEFT BLANK ...............................................................................................61

8.0 PRICING ........................................................................................................................................61
ARTICLE VI: ACCESS TO OPERATIONS SUPPORT SYSTEMS (OSS) ...............................................62

1.0 INTENTION OF THE PARTIES .................................................................................................. 62

2.0 DEFINITIONS ...............................................................................................................................62
3.0 SERVICE PARITY AND STANDARDS .................................................................................... 63
4.0 FUTURE ENHANCEMENTS TO CENTURYTEL OSS FACILITIES .................................... 63
5.0 NOTICES ....................................................................................................................................... 63
6.0 CENTURYTEL OSS SERVICES................................................................................................ 63
7.0 ACCESS TO AND USE OF CENTURYTEL OSS FACILITIES ............................................. 64
8.0 CENTURYTEL OSS INFORMATION........................................................................................
CLEC USAGE INFORMATION .................................................................................................. 67
65
9.0
CLEC BILLING INFORMATION ............................................................................................. 68 10.0
LIABILITIES AND REMEDIES ................................................................................................... 68 11.0
RELATION TO APPLICABLE LAW .......................................................................................... 68 12.0
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13.0 COOPERATION ............................................................................................................................ 68
14.0 CENTURYTEL ACCESS TO INFORMATION RELATED TO CLEC
CUSTOMERS ...............................................................................................................................69

15.0 CENTURYTEL PRE-OSS SERVICES ......................................................................................69

16.0 CANCELLATIONS ......................................................................................................................70
ARTICLE VII: DIRECTORY SERVICES ...................................................................................................71
ARTICLEVIII: PRICING ............................................................................................................................ 78
SIGNATUREPAGE ....................................................................................................................................82
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DocuSign Envelope ID: 7FAF01 79-2FBB-4B35-A1 A1-E22D4851414C
is AGREEMENT
PREFACE & RECITALS
This Resale Agreement (the "Agreement"), is by and between CenturyTel of Idaho, Inc., dba
CenturyLink; CenturyTel of the Gem State, Inc., dba CenturyLink, with its address for purposes
of this Agreement at 100 CenturyLink Drive, Monroe, Louisiana 71203 ("CenturyLink"), and
Granite Telecommunications, LLC, a Delaware limited liability company, in its capacity as a
certified provider of local wireline Telecommunications Service ("Granite"), with its address for
this Agreement at 100 Newport Avenue, Ext, Quincy, MA. 02171-1759. CenturyLink and
Granite are herein referred to collectively as the "Parties" and each individually as a "Party"
provided however, that even though this Agreement refers to the Incumbent Local Exchange
Carriers doing business as "CenturyLink" by a single name, the terms and provisions of this
Agreement shall apply separately and independently with respect to each of such separate,
legal, entities, not as a collective group, and the exercise, assertion, application, waiver or
enforcement of each and any of the terms, obligations, duties, liabilities, rights, privileges or
other interests embodied in this Agreement by or against any of such Incumbent Local
Exchange Carriers shall pertain, in each instance, only with respect to a single, individual
Incumbent Local Exchange Carrier, and shall not be deemed to apply in an aggregate fashion to
any of the other Incumbent Local Exchange Carriers who are signatory parties to this
Agreement, unless mutually agreed upon in a separate written instrument executed by each
affected entity. Thus, for example, separate orders, must be made by Granite with respect to
services of each separate Local Exchange Carrier entity that is a party to this agreement, and
none of the Local Exchange Carriers shall be deemed to represent (by constructive receipt or
otherwise) any of the other Local Exchange Carriers or their services. This Agreement
establishes the rates, terms and conditions for local resale. 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,
NOW, THEREFORE, in consideration of the mutual provisions contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
without waiving any reservation of rights set forth herein, CenturyLink and Granite hereby
covenant and agree as follows:
DocuSign Envelope ID: 7FAF0I 79-2FBB-4B35-A1AI-E22D485141 4C
Article I: Purpose, Intent and Scope of Agreement
Granite Telecommunications —ID 2012
Page 2
ARTICLE I: PURPOSE, INTENT AND SCOPE OF AGREEMENT
1.0 PURPOSE OF THE AGREEMENT
This Agreement governs the purchase by Granite of certain Telecommunications
Services provided by CenturyLink in its franchised areas in the State pursuant to the
obligations of Local Exchange Carriers 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 entry 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 forum addressing any matters, including matters related to the same types of
arrangements and/or matters related to CenturyLink's rates and cost recovery that may
be covered in this Agreement.
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 will discharge their respective obligations under Applicable
Law. Furthermore, to the extent they apply to CenturyLink's provision of services and/or
facilities to Granite, such terms are intended to apply only to the extent required by
Applicable Law.
3.0 SCOPE OF THE AGREEMENT
The following constitute parts of this Agreement:
Agreement: Preface & Recitals
Article I: Purpose, Intent and Scope of Agreement
Article II: Definitions
Article Ill: General Terms & Conditions
Article IV: Resale
Article V: Maintenance
Article VI: Access to Operations Support Systems (OSS)
Article VII: Directory Services
Article VIII: Pricing
Signature Page
The terms and conditions set forth in the Agreement, together with those set forth in its
given Articles, are integrally and legitimately related, and shall govern the provision of
services and/or facilities by CenturyLink to Granite.
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DocuSign Envelope ID: 7FAF0I 79-2FBB-4B35-A1AI -E22D485141 4C
Article II: Definitions
Granite Telecommunications —ID 2012
I
ARTICLE II: DEFINITIONS
Page 3
1.0 GENERAL RULES
1.1 Unless the context clearly indicates otherwise, the definitions set forth in Section
2 of this Article II shall apply to all Articles and Appendices contained in this
Agreement. A defined term intended to convey the meaning stated in this Article
II is capitalized when used.
1.2 Additional definitions that are specific to the matters covered in a particular
Article, Article or provision may appear in that Article, Article or provision. To the
extent that there is any conflict between a definition set forth in this Article II and
any definition in a specific Article, Article or provision, the definition set forth in
the specific Article, Article or provision shall control with respect to that Article,
Article or provision.
1.3 Capitalized terms that are not otherwise defined in this Article 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 Article II
which is defined or used in the singular shall include the plural, and any term
defined in this Article II which is defined or used in the plural shall include the
singular.
1.6 The words "shall" and "will" 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 Party.
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
High speed, switched, broadband, wireline telecommunications capability that
enables users to originate and receive high-quality voice, data, graphics or video
telecommunications using any technology.
2.3 Affiliate
"Affiliate" shall have the meaning set forth in § 153(1) of the Act.
DocuSign Envelope ID: 7FAF0I 79-2FBB-4B35-A1AI-E22D4851414C
2.4 Answer Supervision
An off-hook supervisory signal.
Article II: Definitions
Granite Telecommunications —ID 2012
Page 4
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2.5 Applicable Law
All effective laws, statutes, common law, governmental regulations, ordinances,
codes, rules, guidelines, orders, permits and approvals of any governmental
authority (including, without limitation, the Commission and the FCC) that apply
to the subject matter of this Agreement.

2.6 As-Is Transfer (AlT)
The transfer of all Telecommunications Services and features available for resale
that are currently 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 Automated Message Accounting (AMA)
The structure inherent in switch technology that initially records
telecommunication message information. AMA format is contained in the
Automated Message Accounting document, published by Telcordia Technologies
as GR-1 100-CORE, which defines the industry standard for message recording.

2.8 Bill Date
The effective date for which a CenturyLink service is billed and/or invoiced to a
customer. The Bill Date shall be the date one day past the billing cycle close
date. The Bill Date is the same date each month for recurring bills and is
included on any such bill or invoice.

2.9 Bill Due Date
Refers to the date that a bill or invoice is due and payable. The Bill 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 government; (2) days on
which the non-priority U.S. mail is not delivered; and (3) company holidays on
which CenturyLink is officially closed for business and except as otherwise
specifically stated or provided for in other documentation incorporated into this
agreement.
2.11 Carrier Identification Code (CIC)
Four-digit numbers used by End User Customers to reach the services of
lnterexchange Carriers (lXCs).
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Article II: Definitions
Granite Telecommunications —ID 2012 • Page 5
2.12 Central Office (CO)
A telephone company building where customer lines are joined to a switch or
switches for connection to the PSTN.
2.13 Intentionally left blank
2.14 CenturyLink Operating Company (CTOC) or CenturyLink
The single CenturyLink Operating Company in the State that is a Party to this
Agreement.
2.15 Intentionally left blank
2.16 CenturyLink Standard Practices
CenturyLink Standard Practices are procedures for service ordering,
provisioning, billing, maintenance, trouble reporting and repair for wholesale
services. CenturyLink Standard Practices which may be amended from time to
time.
2.17 Certificate of Operatina Authorit
A certification by the State Commission that Granite has been authorized to
. operate within the State as a provider of local Telephone Exchange Services
within CenturyLink'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 Channel 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 Bellcore, now Telcordia.
2.19 CLEC Pre-ordering Forms
Forms required to be completed and submitted to CenturyLink by any
Telecommunications Carrier requesting the ability to initiate any order
submission to CenturyLink. Among other things, a Telecommunication Carrier is
required to provide CenturyLink, the following: its Operating Company Number
(OCN), Company Code (CC), and Customer Carrier Name Abbreviation (CCNA).
2.20 Commission
The State Public Service or Public Utility Commission, as applicable.
2.21 Competitive Local Exchange Carrier (CLEC)
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Article I!: Definitions
Granite Telecommunications —ID 2012
Page
A "Local Exchange Carrier," 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 anniversary thereof.
2.23 Conversation Time
The time that both Parties' equipment is used for a completed call, measured
from the receipt of Answer Supervision to the receipt of Disconnect Supervision.
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 for basic account information, listing/directory
information, service and equipment listing, and billing 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 will be obtained by means of a LSR where such request is permitted by
the provisions of this Agreement.
2.27 Disconnect Supervision
An on-hook supervisory signal end at the completion of a call.
2.28 Disputed Amounts
An amount or any portion of bill or invoice sent to a Party that the billed Party
contends, in good faith, is not due and payable. For an amount to qualify as a
Disputed Amount, the billed Party must provide written notice to the billing Party
of the nature and amount of the disputed charge(s) using the process and time
period established by the billing Party.
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 ALl and is used to route
.
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Article II: Definitions
Granite Telecommunications —ID 2012
• Page 7
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 Party to this Agreement executes the Agreement,
unless prior Commission approval is required in order to make the Agreement
effective between the Parties. 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. Notwithstanding the Effective
Date, except that the initiation of a new CLEC account, any new provision of
service or obligation or any revision to currently existing services or obligations
may take up to 60 days to implement to accommodate required initial processes.
2.31 Electronic File Transfer (EFT)
A system or process that utilizes an electronic format and protocol to
send/receive data files.
2.32 "End User" or "End User Customer"
Any individual, business, association, corporation, government agency or entity
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 Parties to this Agreement with respect to any item or service obtained under
this Agreement. End User and End user Customer may include
telecommunications carriers, Internet service providers, cable providers,
lnterexchange Carrier (IXC), Competitive Access Provider (CAP) or Commercial
Mobile Radio Service (CMRS) provider (also known as a Wireless Carrier) and
other service providers only to the extent that such entities are acting as CLEC's
retail customers who do not resell such telecommunications services to others.
(e.g. End Users may include such entities who use Telecommunications Services
at such End User's retail and/or corporate locations).
2.33 Exchange Access
Exchange Access shall have the meaning set forth in § 153(16) the Act.
2.34 Exchange Message Interlace (EMI)
An Exchange Message Interlace is the standard used for the exchange of
telecommunications message information among Telecommunications Carriers
for billable, non-billable, sample, settlement, and study data. An Exchange
Message Interface (EMI) was formerly known as an Exchange Message Record
(EMR).
2.35 Intentionally left blank.
0 2.36 Facility
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Article II: Definitions
Granite Telecommunications —ID 2012
Page 8
All buildings, equipment, structures 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 Article Ill.
2.37 FCC
The Federal Communications Commission.
2.38 Federal Universal Service Charge (FUSC)
An end-user charge that allows a Telecommunications Carrier to recover the
costs of its universal service contributions from its customers.
2.39 Federal Universal Service Fund (FUSF)
A fund administered by the National Exchange Carriers Association (NECA) into
which Telecommunications Carriers pay their universal service contributions.
2.40 Foreign Exchange (FX)
Service offerings of local exchange carriers that are purchased by customers and
which allow such customers to obtain Telephone Exchange Service from a
mandatory local calling 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 (ILEC)
An "Incumbent Local Exchange Carrier" or "ILEC" shall have the meaning set
forth in 47 U.S.C. § 251(h).
2.42 Intentionally left blank
2.43 Inside Wire or Inside Wiring
Inside Wire or Inside Wiring is wiring within the customer premise that is owned
or controlled by CenturyLink that extends to the point of demarcation of
CenturyLink's outside plant. The point of demarcation shall have the meaning
set forth in 47 C.F.R. § 68.105.
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, logos, trade names, domain names
and corporate names, and translations, adaptions, derivations and combinations
thereof and goodwill associated therewith, and all applications, registrations and
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renewals in connection therewith, (c) copyrightable works, copyrights 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, manufacturing and production processes and
techniques, technical data, designs, drawings, specifications, customer and
supplier lists, pricing and cost information, and business and marketing plans and
proposals), (f) 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 lnterexchange Carrier (IXC)
A carrier that provides, directly or indirectly, InterLATA or IntraLATA Telephone
Toll Service.
2.47 Local Calling Area (LCA)
Local Calling Area (LCA) traffic is traffic originates and terminates in the local
. exchange area, and any mandatory Extended Area Service (EAS) exchanges, as
defined in CenturyLink's local exchange tariffs.
2.48 Local Exchange Carrier (LEC)
"Local Exchange Carrier" or "LEC" shall have the meaning set forth in § 153(26)
of the Act.
2.49 Local Service Request (LSR)
The Ordering and Billing Forum document designated by CenturyLink to be used
by the Parties to establish, add, change or disconnect local Telecommunications
Services for the purpose 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 Carriers 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
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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. Call routing is determined by originating Central Office only.
Basic 911 may or may not support AN and/or ALl.
2.52 Numbering Plan Area INPA
Also sometimes referred to as an "area code," an NPA 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 NPA contains 800 possible NXX Codes. There are two
general categories of NPA: "Geographic NPAs" and "Non-Geographic NPA5". A
Geographic NPA is associated with a defined geographic area, and all telephone
numbers bearing such NPA are associated with services provided within that
geographic area. A Non-Geographic NPA, 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
NPA areas. 800, 900, 700, and 888 are examples of Non-Geographic NPAs.
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, ordering, provisioning, maintenance and repair, and billing
functions supported by CenturyLink's databases and information.
2.55 Optional EAS Traffic
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 CenturyLink or Granite depending on the context. "Parties"
refers collectively to both CenturyLink and Granite.
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 PSAP5 are facilities to which 911 calls are
transferred from a Primary PSAP.
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40 2.58 Repeatedly delinquent"
As used in Article Ill, "repeatedly delinquent" shall refer to the failure to remit or
pay a bill under this Agreement within thirty (30) calendar days after the bill due
date, three (3) or more times during a twelve (12) month period..
2.59 Routine Network Modifications
A Routine Network Modification is an activity that CenturyLink regularly
undertakes for its own customers.
Routine Network Modifications do not include: the construction 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; securing permits, rights-of-way, or building
access arrangements; constructing and/or placing new manholes, handholes,
poles, ducts or conduits; installing new terminals or terminal enclosure (e.g.,
controlled environmental vaults, huts, or cabinets); or providing new space or
power for requesting carriers; or removing or reconfiguring packetized
transmission facility. CenturyLink is not obligated to perform these and other
similar activities for Granite.
2.60 Selective Router (SR)
40 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 purposes 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.
2.65 Switched Access Services
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The offering of transmission and/or switching services to Telecommunications
Carriers for the purpose of the origination or termination of Telephone Toll
Services. Any traffic that does not meet the definition of Local Traffic will be
considered Switched Access Traffic. Switched Access Services include: Feature
Group A, Feature Group B, Feature Group C, Feature 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 or Price List
Any applicable Federal or state tariff or Price List of a Party, 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 Carrier" shall have the meaning set forth in § 153(44) of
the Act. This definition includes CMRS providers, IXCs and, to the extent they
are acting as Telecommunications Carriers, companies that provide both
Telecommunications and Information Services. Private mobile radio service
providers are Telecommunications Carriers to the extent they provide domestic
or international telecommunications for a fee directly to the public.
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 Carrier to establish priorities in deciding which
lines and trunks 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 traffic can be either
"IntraLATA Toll Traffic" or "InterLATA Toll Traffic" depending on whether the
originating and terminating points are within the same LATA.
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2.73 Time and Material Charges
Time and Materials Charges are charges for non-standard or individual-case-
basis work requested by Granite. "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)
Features, functions and capabilities provided through operation of hardware and
software comprising a switch.
2.75 Website
As used in this agreement, Website shall mean:
www.CenturyLink.com/wholesaleservices
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ARTICLE III: GENERAL TERMS & CONDITIONS
1.0 APPLICATION OF THESE GENERAL TERMS & CONDITIONS
Except as may otherwise be set forth in a particular Article or Article of this Agreement,
in which case the provisions of such Article or Article shall control, these General Terms
& Conditions apply to all Articles and Appendices of this Agreement.
2.0 EFFECTIVE DATE, TERM & TERMINATION

2.1 Effective Date. This Agreement will be effective only upon execution by both
Parties unless prior Commission approval is required, in which case this
Agreement shall be effective upon Commission approval; except that the
initiation of a new CLEC account, any new provision of service or obligation or
any revision to currently existing services or obligations shall not take effect for
60 days to accommodate required initial processes. The "Effective Date" of this
Agreement for all purposes will be the latest date reflected by the signing
Parties.

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 Granite. Inactivity is defined as Granite's failure to initiate the
required pre-ordering activities, Granite's failure to submit any orders
pursuant to this Agreement's terms or Granite's failure to originate or
terminate any Local Traffic pursuant to this Agreement's terms.

2.3 Notice of Termination. Either Granite or CenturyLink may terminate this
Agreement effective upon the expiration of the Initial Term by providing written
notice of termination ("Notice of Termination") at least ninety (90) calendar days
in advance of the applicable date of termination. Either Granite 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 (30) calendar days in
advance of the applicable date of termination.

2.4 Effect on Termination of Negotiating Successor Agreement. If either Granite or
CenturyLink provides notice of termination pursuant to Section 2.3 and, on or
before the noticed date of termination either Granite or CenturyLink has
.
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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 Granite and CenturyLink; 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 CenturyLink and Granite
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
Granite ceases providing service in CenturyLink's exchanges. Should the Parties
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 Granite 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 Granite 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 in
accordance with the terms of this Agreement and identified in the Notice of
Termination, and (b) the services and functions being provided by CenturyLink
under this Agreement at the time of termination, including the exchange of local
traffic, will be terminated unless the Parties jointly agree to other continuing
P arrangements. Granite may request that such services or functions continue to
be provided pursuant to (i) an applicable Tariff(s) if the service is included in 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 Granite. If
Granite 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 functions shall be governed by the terms and conditions adopted by
Granite under Section 252(i). Should Granite fail to follow the terms of this
Section 2.5, Granite 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

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 Party
notifies the defaulting Party in writing of the Default and the defaulting Party
does not cure the Default within thirty (30) calendar days of receipt of written
notice thereof. Following CenturyLink's notice to Granite 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 Party's insolvency or the initiation of bankruptcy or receivership
proceedings by or against the Party; or
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(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 Party's refusal or failure in any material respect properly to 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 bill date.

2.7 Termination Upon Sale. Notwithstanding anything to the contrary contained
herein, a Party 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-affiliate. The selling or transferring Party shall provide the other
Party with at least sixty (60) calendar days' prior written 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.

2.8 Liability Upon Termination. Termination of this Agreement, or any part 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 occurring prior to the
termination, or (iii) which accrues from an obligation that is expressly stated in
this Agreement to survive 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:
2.9.1.1 any prior resale agreement between the Parties for the State of
Idaho 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
Party under a prior resale agreement between the Parties for the
State of Idaho 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 of under this
Agreement.
2.9.2 Except as otherwise agreed in writing by the Parties, if a service
purchased by a Party under a prior resale agreement between the
Parties 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
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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 Party 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 Party shall not be liable for any termination
charge that would otherwise have applied. However, if the commitment
was cancelled by the purchasing Party, the purchasing Party shall pay
the difference between the price of the service that was actually paid by
the purchasing Party under the commitment and the price 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, governmental regulations,
ordinances, codes, rules, guidelines, orders, permits and approvals of any
governmental authority (including, without limitation, the Commission and the
FCC) that apply to the subject matter of this Agreement.
3.2 Rule of Construction. 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 Party 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 construction requiring interpretation against the drafting
Party hereof shall apply in the interpretation of this Agreement.
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 or of the federal courts
of Monroe, Louisiana. In all cases, choice of law shall be determined without
regard to a local State's conflicts of law provisions.
3.4 Parties' A-greement 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 governmental entity or official.
3.4.2 Each Party shall promptly notify the other Party in writing of any
governmental action that limits, suspends, cancels, withdraws, or
otherwise materially affects, the notifying Party's ability to perform its
obligations under this Agreement.
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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 construed 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
Party hereunder or the ability of a Party to perform any material provision of this
Agreement, the Parties 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 Party may, upon written notice to the other Party,
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
writing and signed by an authorized representative of each Party. The term "Agreement"
shall include any such future amendments, modifications, deletions and supplements.
If a change in Applicable Law requires CenturyLink, pursuant to Section 12.2, to offer a
new service under this Agreement, Granite may submit a written 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: CenturyLink will provide Granite with a form "Attachment" that will
amend the Agreement. This Attachment will 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). Granite 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 Granite 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, Granite 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 arrived at through this
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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 assignment, in whole or in part, by either Party of any right, obligation, duty or
interest arising under the Agreement without the written consent of the other Party shall
be null and void, except that either Party may assign, to the extent consistent with
Applicable Law, all of its rights, and delegate its obligations, liabilities and duties under
this Agreement, either in whole or in part, to any entity that is, or that was immediately
preceding such assignment, a subsidiary or Affiliate of that Party without consent, upon
ninety sixty (60) calendar days' written notification. The effectiveness of an assignment
shall be conditioned upon any necessary approval from the appropriate regulatory
authority, the assignee's written assumption of the rights, obligations, and duties of the
assigning Party, and the other Party being reasonably satisfied that the assignee is able
to fulfill the assignor's obligations hereunder. Any attempt to make an assignment or
delegation in violation of this section shall constitute a default of this Agreement.
6.0 ASSURANCE OF PAYMENT
Upon request by CenturyLink, Granite shall provide to CenturyLink a deposit for or an
adequate assurance of payment of amounts due (or to become due) to CenturyLink
hereunder. Granite's failure to provide such deposit or assurance of payment to
CenturyLink 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 CenturyLink if Granite (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
bill rendered to Granite 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. Bankruptcy Code or any other law relating
to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment
of debts or the like, has made an assignment 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)
CenturyLink's estimated two-month charges to Granite (including, but not limited
to, both recurring and non-recurring charges) using Granite's forecast of resale
lines and any other facilities or services to be ordered from CenturyLink, or (2)
$5,000. If Granite does not provide a forecast of its facility or service demand
under this Agreement, Granite shall provide, upon CenturyLink'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
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of payment required of Granite if Granite is repeatedly delinquent in making its
payments, or Granite is being reconnected after a disconnection of service or
discontinuance of the processing of orders by CenturyLink due to Granite's
previous non-payment, or when conditions otherwise justify such action based on
actual billing history and/or the credit rating of Granite. "Repeatedly delinquent"
means any payment received thirty (30) calendar days or more after the bill due
date, three (3) or more times during 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
Granite's average monthly billing exceeds the estimated two-months billing
based on Granite's forecasts referenced in Section 6.2 above or if Granite 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 Parties,
the deposit or assurance of payment shall, at CenturyLink'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.

6.5 Intentionally left blank.

6.6 Interest on Cash Deposit. CenturyLink 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. CenturyLink may (but is not
obligated to) draw on the letter of credit or cash deposit, as applicable, upon
notice to Granite in respect of any amounts to be paid by Granite 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 Granite's Replenishment of Deposit/Assurance of Payment. If CenturyLink
draws on the letter of credit or cash deposit, upon request by CenturyLink,
Granite 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 CenturyLink 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
Granite has provided CenturyLink with such deposit or assurance of payment.
The fact that a deposit or a letter of credit is requested by CenturyLink hereunder
shall in no way relieve Granite from compliance with the requirements of this
Agreement (including, but not limited to, any applicable Tariffs) 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
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7.1 Billing Audits. Except as may be otherwise specifically provided in this
Agreement, either Party ("Auditing Party") may audit the other Party's ("Audited
Party") 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) if the immediately preceding audit found previously uncorrected
net inaccuracies in billing in favor of the Auditing Party having an aggregate
value of at least one and one half percent (1 1/2%) of the amounts payable by or
to the Auditing Party during the audit period.
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
been performed, the Effective Date) and (ii) the twelve (12) month period
immediately preceding the date the Audited Party 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 Party. The accountants shall be reasonable competent in
telecommunications and be reasonably acceptable to the Audited Party.
. Prior to commencing the audit, the accountants shall execute an
agreement with the Audited Party in a form reasonably acceptable to the
Audited Party that protects the confidentiality of the information disclosed
by the Audited Party to the accountants. The audit shall take place at a
time and place agreed upon by the Parties; provided, that the Auditing
Party may require that the audit commence no later than thirty (30)
calendar days after the Auditing Party has given notice of the audit to the
Audited Party; except that the Audited Party has the right to extend the
30 days for specific resource availability conflict reasons such as the
financial Year End close of books, information or billing system
conversions in progress or schedules to start during the audit or proper
commitment of resources to other audits or rate cases. In such a case,
the Audited Party must provide written certification of the conflict 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 Party's bills. Each audit shall be
conducted on the premises of the Audited Party where the Audited
Party's records reside, will take place during normal business hours and
shall comply the Audited Party's normal security procedures.
7.1.4 Audit Expenses. Audits shall be performed at the Auditing Party's
expense, unless the audit found billing errors or inaccuracies in favor of
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the Auditing Party, in which case the Audited Party shall reimburse the
Auditing Party 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 Party's bills.
7.1.5 Audit Summary. Neither Party shall have access to the data of the other
Party, but shall rely upon summary results provided by the auditor. The
Audited Party may redact from the books, records and other documents
provided to the auditor any confidential information of the Audited Party
that reveals the identity of other customers of the Audited Party. Each
Party shall maintain reports, records and data relevant to the billing of
any services that are the subject matter of this Agreement for a period of
not less than twenty-four (24) months after creation thereof, unless a
longer period is required by Applicable Law.
7.1.6 Adiustments. 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 Party will
provide a formal written response to any findings in an audit within thirty
(30) calendar days of receipt of any such findings. The Auditing Party in
turn will respond to the Audited Party'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 billing Party (or the Party that billed for services at more than the
appropriate charge) shall promptly correct any billing error, including
refunding any overpayment by the other Party in the form of a credit on
the invoice for the first full billing cycle after the Parties have agreed upon
the accuracy of the audit results. If any audit confirms any undercharge,
then the billed Party (or the Party 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 %%) 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 cannot 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
warrants that he or she has authority to bind the Party on whose behalf he or 0
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she has executed this Agreement. Each Party represents they have had the
opportunity to consult with legal counsel of his, her or its choosing, and Granite
has not relied on CenturyLink's counsel or on representations by CenturyLink's
personnel not specifically contained in this Agreement, in entering into this
Agreement.

8.2 CenturyLink represents and warrants that it is a corporation duly organized,
validly existing and in good standing under the laws of the State of Idaho and
has full power and authority to execute and deliver this Agreement and to
perform its obligations under this Agreement.

8.3 Granite represents and warrants that it is a limited liability company 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 Granite Certification. Notwithstanding any other provision of this Agreement,
CenturyLink shall have no obligation to perform under this Agreement until such
time as Granite has obtained such FCC and Commission authorization(s) as
may be required by Applicable Law for conducting business in the State as a
CLEC. Granite must represent and warrant to CenturyLink that it is a certified
local provider of Telephone Exchange Service in the State. Granite will provide
a copy of its Certificate of Operating Authority or other evidence of its status to
CenturyLink upon request. Granite shall not place any orders under this
.

Agreement until it has obtained such authorization. Granite shall provide proof
of such authorization to CenturyLink upon request.
9.0 BILLING & PAYMENTS/DISPUTED AMOUNTS
Except as provided elsewhere in this Agreement, Granite and CenturyLink agree to
exchange all information to accurately, reliably, and properly order and bill for features,
functions and services provided under this Agreement.

9.1 Back Billing. The Parties will bill each other in a timely manner. Neither Party
will initiate credit claims or bill the other Party for previously unbilled, under-billed
or over-billed charges for services that were provided more than one (1) year
prior to the applicable bill date. Each Party will use reasonable efforts to provide
prompt notice of any intent to claim credits or bill for charges incurred more than
ninety (90) calendar days prior to the date such notice of claim is made.

9.2 Payment. Except as otherwise provided in this Agreement, payment of amounts
billed for services provided under this Agreement, whether billed on a monthly
basis or as otherwise provided in this Agreement, shall be due, in immediately
available U.S. funds, within thirty (30) calendar days of the Bill Date ("Bill Due
Date"). If the Bill Due Date is a Saturday, Sunday, or has been designated a
bank holiday, payment will be made the next Business Day. Payments may be
transmitted by electronic funds transfer. Late payment charges, if any, will be
payable in accordance with the provisions of this Agreement.
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9.3 Late Payment Charges. If any undisputed amount due on a billing statement is
not received by the billing Party by the Bill Due Date, the billing Party shall
calculate and assess, and the billed Party agrees to pay, a late payment charge
on the past due balance equal to one and one-half (1 ½%) 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 Bill Date until the date on
which such payment is made. Such late payment charges shall be included on
the billing Party's next statement to the billed Party.

9.4 Disputed Amounts. If any portion of an amount billed by a Party under this
Agreement is subject to a good faith dispute between the Parties, the billed Party
shall give written notice to the billing 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 billing dispute claims set forth in CenturyLink's
CLEC Service Guide Failure by the billed Party to file any such claim before the
Bill Due Date means that the total charges billed are due and payable to the
billing Party on the due date. The billed Party 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 Bill Due Date. If the billed Party disputes charges after the Bill Due Date
and has not paid such charges, such charges shall be subject to late payment
charges. If such dispute is found to be in favor of the billed Party , such late
payment charges shall be credited to the account. Both Granite 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 billed Party disputes any charges and any portion of the dispute is
resolved in favor of the billed Party, the Parties shall cooperate to ensure
that (a) the billing Party shall credit the invoice of the billed Party 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 Bill Due Date after the resolution of the billing
dispute.

9.5 Effect of Non-Payment.
9.5.1 If the billed Party does not remit payment of all undisputed charges on a
bill by the Bill Due Date, the billing Party may discontinue processing
orders for relevant or like services provided under this Agreement on or
after the tenth (10th) calendar day the Bill Due Date. The billing Party
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 billing Party 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 billing Party from refusing to accept any or all additional
orders for service(s) from the non-complying Party upon at least two (2)
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calendar days further notice or from billing and collecting the appropriate
charges from the billed Party. For order processing to resume, the billed
Party will be required to make full payment of all past and current
undisputed charges under this Agreement for the relevant services.
Additionally, the billing Party may require a deposit or assurance of
payment (or additional deposit or assurance of payment) from the billed
Party, pursuant to Section 6. In addition to other remedies that may be
available at law or equity, the billed 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 Party does not remit payment of
all undisputed charges on a bill by the Bill Due Date, the billing Party may
at its option disconnect any and all relevant or related services provided
under this Agreement following written notification to the billed Party at
least ten (10) 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 Party subsequently pays all
of such undisputed charges and desires to reconnect any such
disconnected services, the billed Party 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 billing Party does not
disconnect the billed Party's service(s) on the date specified in such
notice, and the billed Party's non-compliance continues, nothing
contained herein shall preclude the billing Party from disconnecting all
service(s) of the non-complying Party without further notice or from billing
and collecting the appropriate charges from the billed Party. For
reconnection of the non-paid service to occur, the billed Party will be
required to make full payment of all past and current undisputed charges
under this Agreement for the relevant services. Additionally, the billing
Party may require a deposit or assurance of payment (or additional
deposit or assurance of payment) from the billed Party, pursuant to
Section 6. In addition to other remedies that may be available at law or
equity, the billing Party reserves 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 Party is forced to
undertake collection efforts for undisputed, defaulted or post-termination
amounts outstanding, the billed Party is liable for reimbursement to the
billing Party 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 CenturyLink's
contribution 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
contribute to the FUSF, or who otherwise qualify for an exemption under the
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FCC's universal service rules. In order to obtain an exemption from paying the
FUSC to CenturyLink, Granite must provide CenturyLink a signed statement
certifying that it is reselling the services provided by CenturyLink in the form of
telecommunications, and will, in fact, contribute directly to the FUSF. If Granite
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 Granite as End User revenues for FUSF contribution
purposes and will assess a FUSC on Granite.
9.6.1 INTENTIONALLY LEFT BLANK.
9.6. 2 To comply with FCC rules regarding the funding of Universal Service,
Granite is required to complete the form entitled "CERTIFICATION OF
FEDERAL UNIVERSAL SERVICE FUND CONTRIBUTION STATUS,"
provided by CenturyLink in order to obtain an exemption from paying the
FUSC to CenturyLink. In addition, Granite agrees to provide CenturyLink
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 Parties that Granite's
provision to CenturyLink of evidence concerning its making adequate
payments into the FUSF, and Granite's representations to CenturyLink in
connection therewith, are subject to the indemnification provisions of
Section 30, which, for purposes of this Section, serve to indemnify
CenturyLink. 0
10.0 INTENTIONALLY LEFT BLANK
11.0 INTENTIONALLY LEFT BLANK
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 governmental 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
governmental 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 Granite under this Agreement,
then CenturyLink may discontinue the provision of any such service, facility,
payment or benefit. CenturyLink will provide ninety (90) calendar days prior
written notice to Granite 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 Parties may amend this
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Agreement pursuant to Section 4 to reflect such change in Applicable Law. If
Granite disputes CenturyLink'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 billing terms) as a
result of such change in Applicable Law shall be retroactive to the
discontinuation date set forth in CenturyLink's written notice to Granite 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
governmental 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
Granite under the terms of this Agreement, the Parties agree to add or modify, in
writing, 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 Parties shall initiate negotiations to add or modify such terms upon the
written request of a Party. The Parties agree to negotiate such additional or
modified terms and conditions within ninety (90)calendar days of receipt of the
requesting Party's written request unless a different notice period or different
conditions are specified by Applicable Law for provision of such service, facility,
payment or benefit, in which event such specified period and/or conditions shall
apply. If the Parties 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 Parties' 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
effect in this Agreement, through the amendment process or otherwise, without
the mutual consent of both Parties. 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 PRE-ORDERING FORMS
13.1 Granite shall not place any orders under this Agreement until it has completed
and submitted to CenturyLink Pre-ordering Forms provided by CenturyLink and,
if required by CenturyLink, paid a deposit for assurance of payment pursuant to
Section 9. Granite will provide to CenturyLink its Operating Company Number
(OCN), Company Code (CC), and Customer Carrier Name Abbreviation
(CCNA).
13.2 Certificate of Operating Authority. Granite must represent and warrant to
CenturyLink that it is a certified provider of local Telephone Exchange Service in
the State. Granite will provide a copy of its Certificate of Operating Authority or
other evidence of its status to CenturyLink upon request.
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14.0 CONFIDENTIAL INFORMATION
14.1 Identification. Either Party may disclose to the other proprietary or confidential
customer, technical, or business information in written, 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 writing and
delivered to the other Party 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
Granite pursuant to this Agreement, and information that would constitute
Customer Proprietary Network Information (CPNI) of Granite End User
Customers pursuant to the Act and the rules and regulations of the FCC, as well
as recorded usage information with respect to Granite End User Customers,
whether disclosed by Granite to CenturyLink 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 Party agrees:
(a)That all Confidential Information shall be and shall remain the
exclusive property of the disclosing Party; 0
(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
disclosing Party;
(e)To promptly return any copies of such Confidential Information to
the disclosing Party at its request;
(f)To use such Confidential Information only for purposes 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
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(g) Subject to the exceptions in Section 14.3 below, if the Party
receiving Confidential Information wishes to disclose the disclosing
Party's Confidential Information to a third-party, such disclosure must be
agreed to in writing by the disclosing Party, and the third-party must have
executed a written 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 disclosing
party , was received in good faith from a third party not subject to a confidential
obligation to the disclosing party, 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. 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 Party shall update its own contact information and escalation list and shall provide
such information to the other Party for purposes 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 Granite 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 will include a single contact telephone number for
CenturyLink's CLEC Service Center (via an 800#) that Granite 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 Granite with contact
information for the personnel and/or organizations within CenturyLink capable of
assisting Granite with inquiries regarding the ordering, provisioning and billing of resale
services. Included in this information will be the contact information for a person or
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persons to whom Granite can escalate issues dealing with the implementation of the
Agreement and/or for assistance in resolving disputes arising under the Agreement.
17.0 CONTACTS WITH CUSTOMERS
Except as otherwise provided in this Agreement, Granite shall provide the exclusive
interface with Granite's End User Customers in connection with the marketing or offering
of Granite services. Except as otherwise provided in this Agreement, in those instances
where CenturyLink personnel are required pursuant to this Agreement to interface
directly with Granite's End User Customers for the purpose 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 CenturyLink or
CenturyLink personnel to effect service calls.
18.0 COUNTERPARTS
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 GRANITE ("SNAP-BACK PROVISION")
19.1 If Granite proposes to discontinue, or actually discontinues, its provision of
service to all or substantially all of its customers, whether voluntarily, as a result
of bankruptcy, or for any other reason (other than as a result of a valid
assignment pursuant to Section 5 of this Article , sale or transfer of all or
substantially all of its assets, equities or by merger or consolidation), Granite
shall send written notice of such discontinuation to CenturyLink, the
Commission, and each of Granite's customers. Granite 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,
Granite shall send such notice at least thirty (30) calendar days prior to its
discontinuation of service. Should Granite fail to provide notice pursuant to this
provision, CenturyLink shall have the right to send such notice and to discuss
service discontinuance and election of a replacement carrier with Granite's
customers.
19.2 Such notice must advise each Granite customer that, unless action is taken by
the Granite customer to switch to a different carrier prior to Granite's proposed
discontinuation of service, the Granite customer will be without the service
provided by Granite to the Granite customer.
.
19.3 Should a Granite customer subsequently become a CenturyLink customer,
Granite shall provide CenturyLink with all information necessary for CenturyLink
to establish service for the Granite customer, including, but not limited to, the
Granite customer's billed name, listed name, service address, and billing
address, and the services being provided to the Granite customer. is
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19.4 Nothing in this Section 19 shall limit CenturyLink'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 Article apply to the resolution of any billing disputes.

20.1 Any dispute between the Parties regarding the interpretation or enforcement of
this Agreement or any of its terms shall be addressed by good faith negotiation
between the Parties. To initiate such negotiation, a Party must provide to the
other Party written notice of the dispute that includes both a detailed description
of the dispute or alleged nonperformance and the name of an individual who will
serve as the initiating Party's representative in the negotiation. The other Party
shall have ten (10) calendar days to designate its own representative in the
negotiation. The Parties' representatives shall meet (including via a conference
call) at least once within 30 days after the date of the initiating Party's written
notice in an attempt to reach a good faith resolution of the dispute. Upon
agreement, the Parties' representatives may utilize other alternative dispute
resolution procedures such as private mediation to assist in the negotiations.
Discussions and correspondence among the representatives for purpose of
negotiation shall be treated as confidential information developed for the
purposes of settlement, exempt from discovery, and shall not be admissible in
any arbitration, lawsuit or any administrative or governmental proceeding,
including by the FCC and the Commission, without the consent of the Parties
unless the confidential information (other than settlement offers or counter
offers) are otherwise the proper subject of discovery requests that a Party is
obligated to respond to, and are not subject to any further evidentiary restrictions
or privileges in the arbitration, lawsuit or any administrative or governmental
proceeding.
20.2 If the Parties have been unable to resolve the dispute within 30 days of the date
of the initiating Party's written notice, either Party may pursue any remedies
available to it under this Agreement, at law, in equity, or otherwise, including, but
not limited to, instituting an appropriate proceeding before the Commission, the
FCC, or a court of competent jurisdiction.
20.3 Costs. Each Party shall bear its own costs of pursuing or responding to
disputes.
20.4 Continuous Service. Except where the dispute pertains to technical feasibility or
a lack of facilities, the Parties shall continue providing services to each other
during the pendency of any dispute resolution procedure, and the Parties 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, CenturyLink reserves the right
not to accept new Granite service orders.
21.0 ENTIRE AGREEMENT
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This Agreement constitutes the entire agreement of the Parties pertaining to the subject 0
matter of this Agreement and supersedes all prior agreements, negotiations, proposals,
and representations, whether written 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
Granite for all such costs. For all such costs and expenses, CenturyLink shall
receive through nonrecurring charges ("NRC5") the actual costs and expenses
incurred, including labor costs and expenses, overhead and fixed charges, and
may include a reasonable contribution to CenturyLink's common costs. If Granite
makes a request that involves expenditures or costs not otherwise covered
under this agreement, CenturyLink will provide a quote to Granite in a timely
manner and Granite must agree to accept the quoted charges prior to
CenturyLink's initiation of work.
22.2 Except as specifically set out in this Agreement, each Party shall be solely
responsible for its own expenses involved in all activities related to the subject of
this Agreement. 0
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 government in
its sovereign capacity, labor difficulties, including without limitation, strikes,
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 Party
affected ("Force Majeure Events"), the Party affected, upon giving prompt notice
to the other Party, shall be excused from such performance on a day-to-day
basis to the extent of such prevention, restriction, or interference (and the other
Party 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, that the Party 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 Party 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
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Majeure Event affecting a Party excuse such Party from an obligation to pay
money as required by this Agreement.
24.3 Nothing in this Agreement shall require the non-performing Party to settle any
labor dispute except as the non-performing Party, in its sole discretion,
determines appropriate.
24.0 FRAUD
Granite 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, Granite's account in cases of
fraud.
25.0 GOOD FAITH PERFORMANCE
25.1 The Parties shall act in good faith in the performance of their obligations under
this Agreement.
25.2 In the spirit of good faith and upon request by either Party, the Parties agree to
meet (including via conference call) once a month, or at other intervals as
reasonably agreed to by the Parties, during 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 ancillary 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 Parties may
meet to discuss any matters that relate to the performance of this Agreement, as
may be requested from time to time by either of the Parties.
26.0 HEADINGS
The headings in this Agreement are inserted for convenience and identification only and
shall not be considered in the interpretation of this Agreement.
27.0 INTELLECTUAL PROPERTY
27.1 Granite acknowledges that its right under this Agreement may be subject to or
limited by Intellectual Property rights (including, without limitation, patent,
copyright, trade secret, trademark, service mark, trade name and trade dress
rights) and other rights of third parties.
27.2 Granite acknowledges that services and facilities to be provided by CenturyLink
hereunder may use or incorporate products, services or information proprietary
to third party vendors and may be subject to or limited by Intellectual Property
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rights (including, without limitation, patent, copyright, trade secret, trademark,
service mark, trade name and trade dress rights) and other rights of third parties.
27.3 Upon written request by Granite, CenturyLink will use commercially reasonable
efforts to procure rights or licenses to allow CenturyLink to use Intellectual
Property and other rights of third parties to provide services and facilities to
Granite ("Additional Rights and Licenses").
27.5 Both Parties agree to promptly inform the other of any pending or threatened
Intellectual Property Claims of third parties that may arise in the performance of
this Agreement.
27.6 For the purposes of this Agreement, any Intellectual Property originating from or
developed by such Party shall remain in the exclusive ownership of that Party.
Notwithstanding the exclusive ownership of Intellectual Property originated by a
Party, the Party that owns such Intellectual Property will not assess a separate
fee or charge to the other Party for the use of such Intellectual Property to the
extent used in the provision of a product or service, available to either Party
under this Agreement, that utilizes such Intellectual Property to function properly.
27.7 Except as expressly stated in this Agreement, this Agreement shall not be
construed as granting a license with respect to any patent, copyright, trade
name, trademark, service mark, trade secret or any other Intellectual Property,
now or hereafter owned, controlled or licensable by either Party. Except as
expressly provided in this Agreement, neither Party may use any patent,
copyrightable materials, trademark, trade name, trade secret or other Intellectual
Property, of the other Party except in accordance with the terms of a separate
license agreement between the Parties granting such rights.
27.8 Except as provided in Section 27.3 and/or Section 30.1, neither Party 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 Party or its Affiliates or customers based on or arising from any third party
claim alleging or asserting that the provision or use of any service, facility,
arrangement, or software by either Party, or the performance of any service or
method, either alone or in conjunction with the other Party, constitutes direct,
vicarious or contributory infringement or inducement to infringe, or misuse or
misappropriation of any patent, copyright, trademark, trade secret, or any other
proprietary or intellectual property right of any Party or third person. Each Party,
however, shall offer to the other reasonable cooperation and assistance in the
defense of any such claim.
27.9 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE
DOES NOT EXIST, ANY WARRANTY EXPRESS OR IMPLIED, THAT THE
USE BY EACH PARTY OF THE OTHER'S SERVICES PROVIDED UNDER
THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF
INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY
INTELLECTUAL PROPERTY RIGHT.
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28.0 LAW ENFORCEMENT
28.1 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 retrieval on
customer invoked CLASS services.
28.2 Except where prohibited by a subpoena, civil investigative demand, or other
legal process as set forth in Section 28.3.1, CenturyLink agrees to work jointly
with Granite in security matters to support law enforcement agency requirements
for traps, traces, court orders, etc. Granite shall be responsible for and shall be
billed for any charges associated with providing such services for Granite's End
User Customers.
28.3 Where CenturyLink receives a subpoena from law enforcement, and its
database search shows that the telephone number in question is not a
CenturyLink account, CenturyLink shall send such information back to law
enforcement, along with the name of the company to which such account is
connected, if available, for further processing by law enforcement.
28.3.1 If a Party receives a subpoena, civil investigative demand, or other legal
process (hereinafter, "subpoena") issued by a court or governmental agency
having appropriate jurisdiction, and such subpoena expressly prohibits the
Party receiving the subpoena ("receiving Party") from disclosing the receipt
of the subpoena or the delivery of a response to the subpoena, such
receiving Party shall not be required to notify the other Party that it has
received and/or responded to such subpoena, even if the subpoena seeks
or the receiving Party's response thereto discloses Confidential Information
of the other Party 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 the requirements of the subpoena
and/or the court, governmental agency or law enforcement agency having
appropriate jurisdiction.
29.0 LETTER OF AUTHORIZATION (LOA)
29.1 To the extent the Parties have not previously done so, Granite and CenturyLink
shall each execute a blanket 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 blanket 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 Party before viewing or using the CPNI.
29.1.1 Each Party's access to CPNI of another carrier's customer will be limited to
instances where the requesting Party has obtained appropriate authorization to
change service providers or release of CPNI from the customer.
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29.1.2 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.
29.1.3 The requesting Party is solely responsible for determining whether proper
authorization has been obtained and holds the other Party harmless from any
loss or liability on account of the requesting Party's failure to obtain proper CPNI
authorization from a customer.
29.1.4 When a blanket LOA has been executed and where such blanket 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 Granite 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 Granite submits an order to change
service providers or release CPNI where Granite has not yet obtained
appropriate authorization to change service providers or release CPNI from the
customer. Until a blanket LOA has been executed, a Party wishing to view or
end user CPNI of the other Party must provide written proof of End User
Customer authorization to the other Party before viewing or using the CPNI.
30.0 LIABILITY AND INDEMNIFICATION
30.1 Indemnification Against Third-Party Claims. Subject to the limitations set forth in
this Agreement, including, without limitation, Section 30.3, each Party (the
"Indemnifying Party") agrees to indemnify, defend, and hold harmless the other
Party (the "Indemnified Party") and the other Party's Subsidiaries, predecessors,
successors, Affiliates, and assigns, and all current and former officers, directors,
members, shareholders, agents, contractors and employees of all such persons
and entities (collectively, with Indemnified Party, the "Indemnitee Group"), from
any and all 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 Indemnifying Party's
misrepresentation, fraud or other misconduct; (ii) the Indemnifying Party's
negligence; (iii) infringement by the Indemnifying Party or by any Indemnifying
Party product or service of any patent, copyright, trademark, service mark, trade
name, right of publicity or privacy, trade secret, or any other proprietary right of
any third party; (iv) the Indemnifying Party's liability in relation to any material
that is defamatory or wrongfully discloses private or personal matters; or (v) the
Indemnifying Party's wrongful use or unauthorized disclosure of data; or (b) that
arises out of (i) any act or omission of the Indemnifying Party's 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
Party'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,
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marketing, promotion, advertisement, distribution, 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 Party waives, as to the
Indemnified Party 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 Party will provide the Indemnifying Party with
reasonably prompt written notice of any Claim. At the Indemnifying Party's
expense, the Indemnified Party will provide reasonable cooperation to the
Indemnifying Party in connection with the defense or settlement of any Claim.
The Indemnified Party may, at its expense, employ separate counsel to monitor
and participate in the defense of any Claim.
30.2 Disclaimer of Warranties. EXCEPT FOR THOSE WARRANTIES EXPRESSLY
PROVIDED IN THIS AGREEMENT OR REQUIRED BY STATUTE, EACH
PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUPPLIERS
DISCLAIMS ALL WARRANTIES AND DUTIES, WHETHER EXPRESS OR
IMPLIED, AS TO THE SERVICES, PRODUCTS AND ANY OTHER
INFORMATION OR MATERIALS EXCHANGED BY THE PARTIES,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, DUTIES,
OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, REASONABLE CARE, WORKMANLIKE EFFORT, RESULTS,
LACK OF NEGLIGENCE, OR ACCURACY OR COMPLETENESS OF
RESPONSES. EXCEPT FOR THOSE WARRANTIES EXPRESSLY
PROVIDED IN THIS AGREEMENT OR REQUIRED BY STATUTE, THERE IS
NO WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION,
CORRESPONDENCE TO DESCRIPTION, AUTHORITY, OR NON-
INFRINGEMENT WITH RESPECT TO THE SERVICES, PRODUCTS, AND
ANY OTHER INFORMATION OR MATERIALS EXCHANGED BY THE
PARTIES UNDER THIS AGREEMENT.
30.3 Limitation of Liability: Disclaimer of Consequential Damages, Exceptions.
30.3.1 Except as provided in Section 30.3.3, each Party'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 Party 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
Granite by CenturyLink under this Agreement during the Contract Year in
which such cause accrues or arises. For purposes of this Section 30.3.1,
the first Contract Year commences on the first day this Agreement
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becomes effective, and each subsequent Contract Year commences on
the day following the anniversary 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 INDIRECT,
INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES
SUFFERED BY SUCH OTHER PARTY (INCLUDING WITHOUT
LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST
REVENUES, LOST SAVINGS, OR LOST PROFITS SUFFERED BY
SUCH OTHER PARTY), REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR
TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE OF ANY
KIND WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF
WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH
DAMAGES COULD RESULT.
Should either Party 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 Intentionally left blank
30.3.3.2 Breach of any obligation of confidentiality referenced in
this Agreement;
30.3.3.3 Violation of security procedures;
30.3.3.4 Any mis-use of or damage to Operations Support
Systems by Granite;
30.3.3.5 Failure to properly safeguard, or any misuse of, customer
data;
30.3.3.6 Statutory damages;
30.3.3.7 Liability for intentional or willful miscdnduct;
30.3.3.8 Liability arising under any applicable CenturyLink Tariff;
30.3.3.9 Liability arising under any indemnification provision
contained in this Agreement or any separate agreement or
tariff related to provisioning of 911 /E91 1 services;
30.3.3.10 Each Party's obligations under Section 27 of this Article
30.3.3.11
III;
Section 30.4.2 and/or Section 30.4.3 of this Article Ill;
30.3.3.12 Section 45 of this Article III, and/or
30.3.3.13 Liability arising under any indemnification provision
contained in a separate agreement or tariff related to
provisioning of Directory Listing or Directory Assistance
Services.
30.4 Liability of CenturyLink.
In addition to the general limitation of liability in this Section 32, the following
shall also limit CenturyLink's liability under this Agreement.
0
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30.4.1 Inapplicability of Tariff Liability. Liability of CenturyLink to Granite,
Granite's End User Customer(s), suppliers, agents, employees, or any
other third parties resulting from any and all causes arising 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.
30.4.2 Granite Tariffs or Contracts. Granite shall, in its Tariffs 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 Granite, Granite's End User Customer(s),
suppliers, agents, employees, or any other third parties of the possibility
of such damages, and Granite shall indemnify, defend and hold harmless
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, Granite, Granite's End User Customer(s),
suppliers, agents, employees, or any other third parties. Nothing in this
Agreement shall be deemed to create a third-party beneficiary
relationship between CenturyLink and any of Granite'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
CenturyLink'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 Calling database, Local Number Portability database, Advanced
Intelligent Network databases, Calling Name database (CNAM),
911/E91 1 databases, and OS/DA databases). For purposes of this
Section 30.4.3, mistakes shall not include matters arising exclusively out
of the willful misconduct of CenturyLink or its employees or agents.
31.0 NETWORK MANAGEMENT
33.1 Cooperation. The Parties will work cooperatively in a commercially reasonable
manner to install and maintain a reliable network, respectively. Granite and
CenturyLink will 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 manner to apply sound network management
principles to alleviate or to prevent traffic congestion and to minimize fraud
associated with third number billed calls, calling card calls, and other services
related to this Agreement.
31.2 Responsibility for Following Standards. Granite recognizes its responsibility to
follow the standards that may be agreed to between the Parties and to employ
characteristics and methods of operation that will not interfere with or impair the
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service, network or facilities of CenturyLink or any third parties connected with or
involved directly in the network or facilities of CenturyLink.
31.3 Interference or Impairment. The characteristics and methods of operation of any
circuits, facilities or equipment of Granite connected to CenturyLink's network
shall not interfere with or impair service over any circuits, facilities or equipment
of CenturyLink, its affiliated companies, or its connecting and concurring carriers
involved in its services, cause damage to its plant, violate any applicable law or
regulation regarding the invasion of privacy of any communications carried 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 Granite causes an Impairment in Service, CenturyLink shall promptly notify
Granite 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 Parties agree to work together to attempt to
promptly resolve the Impairment of Service. If Granite 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, Granite will follow CenturyLink's
standard procedures for isolating and clearing the outage or trouble. Is
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 Party 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 courier 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 office 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 will not be used to provide notice,
the Parties shall provide their E-mail addresses below to facilitate informal
communications.
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34.2 Notices conveyed pursuant to Section 34.1 above shall be delivered to the
following addresses of the Parties:
To Granite:
Attention: Director of Carrier Relations
100 Newport Avenue
Quincy, MA 02171
Telephone Number: 617.933.5500
Facsimile Number: 866.847.5550
Internet Address: gcookmangranitenet.com
With a copy to:
Attention: Legal Department
100 Newport Avenue, Ext.
Quincy, MA 02171
Telephone Number: 617.933.5500
Facsimile Number: 866.847.5550
Internet Address: [e-mail]
To CenturyLink:
CenturyLink
Director Wholesale Contracts
930 15th Street 6th Floor Denver, CO 80202
. Email: intaQreecenturvIink.com
Phone: [phone]
With copy to:
CenturyLink Law Department
Associate General Counsel, Interconnection
1801 California Street, 9th Floor
Denver, CO 80202
Email: Legal. lnterconnectioncenturvlink.com
Phone: [phone]
or to such other address as either Party shall designate by proper notice.
35.0 ORDERING
35.1 A web-based interface is currently being used for Granite to order resale
services. Unless otherwise provided in the Articles of this Agreement, Granite
shall use CenturyLink'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 Articles 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 Granite to perform a pre-ordering,
ordering, provisioning, maintenance or repair transaction for a service offered by
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CenturyLink, CenturyLink will notify Granite of such availability and Granite 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 will be discontinued.
35.2 The Parties agree that orders for services under this Agreement will 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
planning meetings, and the creation of billing codes for Granite; or (b) sixty (60)
Calendar Days after the Effective Date of this Agreement; unless the Parties
mutually agree upon a different date based on the specific circumstances of the
Parties' relationship.
36.0 POINTS OF CONTACT FOR GRANITE CUSTOMERS

36.1 Granite shall be the primary point of contact for Granite customers. Granite shall
establish telephone numbers and mailing addresses at which Granite's End User
Customers may communicate with Granite and shall advise Granite End User
Customers of these telephone numbers and mailing addresses.
36.2 Except as otherwise agreed to by CenturyLink, CenturyLink shall have no
obligation, and may decline, to accept a communication from a Granite
customer, including, but not limited to, a Granite customer request for repair or
maintenance of a CenturyLink service provided to Granite.
37.0 PUBLICITY AND USE OF TRADEMARKS

37.1 Nothing in this Agreement shall grant, suggest, or imply any authority for one
Party to use the name, trademarks, service marks, or trade names of the other
for any purpose whatsoever. A Party, its Affiliates, 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 Party 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 announcement, 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 written approval of both CenturyLink and
Granite.
37.3 INTENTIONALLY LEFT BLANK

37.4 Notwithstanding the foregoing, nothing contained herein shall be construed as
prevent either Party from publically stating the fact that it has executed this
Agreement with the other Party, including, without limitation, Granite may refer to
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CenturyLink during contact with customers as Granite's "underlying network
provider" but not in any form of advertisement media such as radio.
38.0 REFERENCES

38.1 All references to Articles, Sections, Appendices and Tables and the like shall be
deemed to be references to Articles, Sections, Appendices and Tables of this
Agreement unless the context shall otherwise require.
38.2 Except as otherwise specified, references within an Article of this Agreement to
a Section, Article or Table refer to a Section, Article or Table within or a part of
that same Article.

38.3 Unless the context shall otherwise require, any reference in this Agreement to a
statute, regulation, rule, Tariff, technical publication, guide (including CenturyLink
or third-party guides, practices or handbooks), or publication of
telecommunications industry 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 Parties under this Agreement shall be that of independent
contractors and nothing herein shall be construed as creating any other
relationship between the Parties.
39.2 Nothing contained in this Agreement shall make either Party the employee of the
other, create a partnership, joint venture, or other similar relationship between
the Parties, or grant to either Party a license, franchise, distributorship or similar
interest.
39.3 Except for provisions herein expressly authorizing a Party to act for another
Party, nothing in this Agreement shall constitute a Party as a legal representative
or Agent of the other Party, nor shall a Party 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 Party unless otherwise
expressly permitted by such other Party in writing, which permission may be
granted or withheld by the other Party in its sole discretion.

39.4 Each Party shall have sole authority and responsibility to hire, fire, compensate,
supervise, and otherwise control its employees, Agents and contractors. Each
Party 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 Security,
unemployment, workers' compensation, disability insurance, and federal and
state withholding.
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39.5 Except as provided by Section 42, the persons provided by each Party to
perform its obligations hereunder shall be solely that Party'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 Party 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 Party's business.
39.7 The relationship of the Parties under this Agreement is a non-exclusive
relationship.
39.8 Each Party 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 Party 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 is
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 jurisdiction, or industry fora. The provisions of this Section shall
survive the expiration, cancellation or termination of this Agreement.
41.0 STANDARD PRACTICES
41.1 The Parties acknowledge that CenturyLink shall be adopting some industry
standard practices and/or establishing its own standard practices with regard to
various requirements hereunder applicable for the Granite industry which may
be added or incorporated by reference in the Standard Practices. Granite
agrees that CenturyLink may implement such practices to satisfy any
CenturyLink obligations under this Agreement.
41.2 All changes to CenturyLink Standard Practices will be posted on the CenturyLink
Website prior to implementation. Posting will include CenturyLink personnel who
may be contacted by Granite to provide clarification of the scope of the change
and timeline for implementation.
42.0 SUBCONTRACTORS
A Party may use a contractor of the Party (including, but not limited to, an Affiliate of the
Party) to perform the Party's obligations under this Agreement; provided, that a Party's
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use of a contractor shall not release the Party from any duty or liability to fulfill the
Party'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 Parties and their
respective legal successors and permitted assigns.
44.0 SURVIVAL
The rights, liabilities and obligations of a Party for acts or omissions occurring prior to the
expiration, cancellation or termination of this Agreement, the rights, liabilities and
obligations of a Party 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 Party 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 Party upon which
the obligation for payment is imposed under Applicable Law, even if the obligation to
collect and remit same is placed upon the other Party. The collecting Party shall charge
and collect from the obligated Party, and the obligated Party agrees to pay to the
collecting Party, all applicable taxes, or fees/regulatory surcharges, except to the extent
that the obligated Party notifies the collecting Party and provides to the collecting Party,
appropriate documentation as the collecting Party reasonably requires that qualifies the
obligated Party for a full or partial exemption. Any such taxes shall be shown as
separate items on applicable billing documents between the Parties. The obligated
Party 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 Party shall not permit any lien to
exist on any asset of the other Party by reason of the contest. The collecting Party shall
cooperate in any such contest by the other Party. The other Party will indemnify the
collecting Party from any sales or use taxes that may be subsequently levied on
payments by the other Party to the collecting Party.
Notwithstanding anything to the contrary contained herein, Granite is responsible for
furnishing tax exempt status information to CenturyLink at the time of the execution of
the Agreement. Granite is also responsible for furnishing any updates or changes in its
tax exempt status to CenturyLink during the Initial Term of this Agreement and any
Follow-on Terms and/or extensions thereof. In addition, Granite is responsible for
submitting and/or filing tax exempt status information to the appropriate regulatory,
municipality, local governing, and/or legislative body. It is expressly understood and
agreed that Granite's representations to CenturyLink concerning the status of Granite's
claimed tax exempt status, if any, and its impact on this Section 45 are subject to the
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indemnification provisions of Section 30, which, for purposes of this Section, serve to
indemnify CenturyLink.

45.1 Tax. A tax is defined as a charge which is statutorily imposed by the federal,
State or local jurisdiction 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
jurisdiction 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 jurisdiction.
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 Fees/Regulatory 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 party.
Fees/regulatory surcharges shall include but not be limited to E-911/91 1, other
Ni 1, 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 Article or
Attachment and there are no corresponding prices or rates in such Article or
Attachment, such price shall be considered "To Be Determined" (TBD). With
respect to all TBD prices, prior to Granite ordering any such TBD item, the
Parties shall meet and confer to establish a price.
46.2 In the event the Parties are unable to agree upon a price for a TBD item, the
tariffed rate for the most analogous tariffed product or service shall be used as
the interim price less applicable wholesale discount. Either Party may then
invoke the dispute resolution process set forth in Article Ill 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 will be subject to a true-up, not to exceed one (1)
year, once a permanent price is established.
47.0 TECHNOLOGY UPGRADES
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 CenturyLink's ability to modify its network through the incorporation
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of new equipment or software or otherwise. Granite shall be solely responsible for the
cost and activities associated with accommodating such changes in its own network.
48.0 TERRITORY
48.1 This Agreement applies to the territory in which CenturyLink operates as an
Incumbent Local Exchange Carrier ("ILEC") in the State of Idaho. CenturyLink
shall be obligated to provide services under this Agreement only within this
territory.
48.2 Notwithstanding any other provision of this Agreement, CenturyLink may
terminate this Agreement as to a specific operating territory or portion thereof
pursuant to Section 2.7 of this Article.
49.0 THIRD-PARTY BENEFICIARIES
Except as expressly set forth in this Agreement, this Agreement is for the sole benefit of
the Parties 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
Party) with any rights (including, but not limited to, any third-party beneficiary rights)
hereunder. Except as expressly set forth in this Agreement, a Party 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 Granite 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 CenturyLink or another
LEC using CenturyLink resold services and the End User Customer notifies
CenturyLink that the End User Customer did not authorize Granite to provide
local Telephone Exchange Services to the End User Customer, Granite must
provide CenturyLink with written documentation of authorization from that End
User Customer within thirty (30) calendar days of notification by CenturyLink. If
Granite cannot provide written documentation of authorization within such time
frame, Granite must, within three (3) Business Days thereafter:
(a)direct CenturyLink to change the End User Customer back to the LEC
providing service to the End User Customer before the change to Granite was
made;
(b)provide any End User Customer information and billing records Granite
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 CenturyLink that the change back to
the previous LEC has been made.
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50.2 CenturyLirik will bill Granite 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 LEC.
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 Party 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, to the extent that CenturyLink no longer offers a particular service to its
own End User Customers then CenturyLink may terminate its offering and/or provision
of such particular service offering covered by this Agreement upon at least ninety (90)
calendar days prior written notice to Granite unless otherwise ordered or provided for by
Order or Law.
S
S
0
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ARTICLE IV: RESALE
1.0 TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE
1.1 This Article describes services that CenturyLink will make available to Granite 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 Articles II & Ill, and Applicable Law. CenturyLink
shall make available to Granite for resale any Telecommunications Services that
CenturyLink currently offers, or may offer hereafter, on a retail basis to
subscribers that are not Telecommunications Carriers, 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 then currently exist, and are
capable of providing such services without construction of additional facilities or
enhancement of existing facilities. However, if Granite requests that facilities be
constructed or enhanced to provide resold services, CenturyLink will construct
facilities to the extent necessary to satisfy its obligations to provide basic
Telephone Exchange Service as set forth in CenturyLink's retail Tariffs, catalogs,
price lists, or other retail Telecommunications Services offerings and
. Commission rules. Under such circumstances, CenturyLink will develop and
provide to Granite a price quote for the construction. Construction charges
associated with resold services will be applied in the same manner that
construction charges apply to CenturyLink retail End User Customers. If the
quote is accepted by Granite, Granite will be billed the quoted price and
construction will 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 CenturyLink and its suppliers shall retain all of their rights, title and interest in all
facilities, equipment, software, information, and wiring, used to provide Granite
with resold services under this Agreement.
1.5 CenturyLink shall have access at all reasonable times to Granite customer
locations for the purpose of installing, inspecting, maintaining, repairing, and
removing, facilities, equipment, software, and wiring, used to provide resold
services under this Agreement. Granite shall, at Granite's expense, obtain any
rights and/or authorizations necessary for such access.
1.6 Except as otherwise agreed to in writing by CenturyLink, CenturyLink shall not be
responsible for the installation, inspection, repair, maintenance, or removal, of
facilities, equipment, software, or wiring provided by Granite or Granite's End
User Customers for use with any resold services.
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2.0 GENERAL TERMS AND CONDITIONS FOR RESALE

.

2.1 Primary Local Exchange Carrier Selection. Both Parties 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 carriers. 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 Blanket LOA
procedures set forth in Article Ill, 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 Unøaid Balance. If an End User Customer has an
unpaid balance with CenturyLink, CenturyLink will not process a Granite service
order for the End User Customer until the balance is paid, unless otherwise
required by Applicable Law.

2.4 Granite as Customer of Record. Granite will be the customer of record for all
services purchased from CenturyLink. Except as specified herein, CenturyLink
will take orders from, bill and expect payment from Granite for all services
ordered.

2.5 Billing. CenturyLink shall not be responsible for the manner in which Granite bills
its End User Customers. All applicable rates and charges for services provided
to Granite or to Granite's End User Customers under this Article will be billed
directly to Granite and shall be the responsibility of Granite regardless of
Granite's ability to collect; including but not limited to toll and third-party charges
unless Granite has taken appropriate actions to restrict Granite's End User
Customers' ability to incur such charges.

2.6 Local Calling Detail. Except for those services and in those areas where
measured rate local service is available to End User Customers, monthly billing
to Granite does not include local calling detail. However, Granite may request
and CenturyLink shall consider developing the capabilities to provide local calling
detail in those areas where measured local service is not available for a mutually
agreeable charge.

2.7 Originating Line Number Screening (OLNS). Upon request and when
CenturyLink is technically able to provide and bill the service, CenturyLink will
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).
0
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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 calling 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 Granite for local services shall be calculated as follows:
3.1.1 A discount as shown in Article: Resale Pricing ("Resale Article") of this
Article shall apply to the monthly retail rate of all Telecommunications
Services made available for resale in this Article, except those services
excluded from resale or from receiving the resale discount as set forth in
this Article or Applicable Law. The terms "wholesale discount" and
"resale discount," as used in this Article, are interchangeable.
3.1.2 The discount dollar amount calculated under Section 3.1.1 above will be
deducted from the monthly retail rate of the Telecommunications Service.
3.1.3 The resulting discounted rate is the monthly resale rate of the
Telecommunications Service.
3.2 Promotions. CenturyLink shall make available for resale those promotional
offerings that are greater than ninety (90) days in duration, and any such
promotional rate will be subject to the applicable resale discount. CenturyLink
shall make available for resale those promotional offerings that are less than
ninety (90) days in duration; however, any such promotional rates will 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 and
CenturyLink does not make such promotions available as sequential ninety (90)-
day promotions, Granite may choose either the promotion or the discounted retail
rate at its discretion. In all cases, in order to obtain a promotional offering,
Granite must qualify for the promotional offering under the stated terms of the
offering and must request the offering at the time of order placement. Granite
shall not be eligible for any post-provisioning retroactive applicability of a
promotional offering.
3.3 Resale of "As Is" Services. When a CenturyLink End User changes service
providers to Granite resold service of the same type without any additions or
changes, the only applicable non-recurring charge shall be the LSR service order
charge.
3.4 Resale with Changes in Services. If a Granite End User Customer adds features
or services when the End User Customer changes its resold local service from
CenturyLink or another CLEC to Granite, CenturyLink will charge Granite the
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normal LSR service order charges and/or non-recurring charges associated with
said additions.
3.5 Nonrecurring Charges. The resale discount, as shown in the Resale Article of
this Article, does not apply to non-recurring charges (NRC5), whether such NRCs
are contained in this Agreement or in CenturyLink's applicable retail tariffs or
Price Lists.
4.0 LIMITATIONS AND RESTRICTIONS ON RESALE
4.1 General. To the extent consistent with Applicable Law, Granite may resell local
services to provide Telecommunications Services to its End User Customers. In
addition to the limitations and restrictions 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 Selling. Granite shall not resell to one class of customers a service
that is offered by CenturyLink only to a particular class of customers to classes of
customers that are not eligible to subscribe to such services from CenturyLink
(e.g., R-1 to B-I, disabled services or lifeline services to non-qualifying
customers).
4.3. Telephone Assistance Programs. Granite shall not resell lifeline services,
services for the disabled or other telephone assistance programs. Where
Granite 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
Granite shall be responsible for re-certifying the line pursuant to Applicable Law
and for participating 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
Granite. Granite is exclusively responsible for all aspects of any similar Granite-
offered program, including ensuring that any similar Granite-offered program(s)
complies with all applicable federal and State requirements, obtaining all
necessary End User certifications and re-certifications, submitting written
designation that any of Granite's End User Customers or applicants are eligible
to participate in such programs, submitting Granite's claims for reimbursement to
any applicable governmental authority and any other activities required by any
applicable governmental authority.
4.4 Promotional Offerings Lasting Less Than 90 Days. The Wholesale 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 promotions. However, Granite may resell CenturyLink promotional offerings
that last less than ninety (90) days subject to the terms of Section 3.2 above.
I
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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 Granite under the terms of this
Agreement.
4.6 Customer-Specific Pricing Agreements. Granite may purchase CenturyLink
customer-specific service offerings for resale to any customer who would have
been eligible to take such offering directly from CenturyLink. However, the resale
discount does not apply to such offerings. Where Granite and CenturyLink are
competing at retail for the same customer, CenturyLink will calculate the retail
price without unreasonable delay
4.7 OS/DA. The resale discount shall not apply to Operator Services (OS) or
Directory Assistance (DA) services provided to Granite's End Users by
CenturyLink's OS and DA vendors.
4.8 Special Access Services. Granite may purchase for resale special access
services; however, no resale discount applies.
4.9 COCOT Coin or Coinless Lines. Granite may purchase for resale COCOT coin
or coinless line services; however, no resale discount applies.
4.10 Grandfathered Services. Services identified in CenturyLink tariffs or Price Lists
as grandfathered in any manner are available for resale only to End User S 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 local Telephone Exchange Service line resold by
Granite whenever E911/911 service would be provided on the same line if
provided by CenturyLink to a CenturyLink retail End User Customer.
4.12 Services provided for Granite's Own Use. Telecommunications Services
provided directly to Granite for its own use or for the use of its subsidiaries and
affiliates and not resold to Granite's End User Customers must be identified by
Granite as such, and Granite will pay CenturyLink's retail prices for such
services.
4.13 Access to Certain Parties. Granite shall not use resold local
Telecommunications Services to provide access or interconnection services to
itself, its subsidiaries and affiliates, Interexchange Carriers (lXCs), wireless
carriers, competitive access providers (CAPs), or any other telecommunications
providers or information or internet service providers; provided, however, that
Granite may permit its End User Customers to use resold local exchange
telephone service to obtain connectivity to IXCs, wireless carriers, CAPs, or
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other retail telecommunications providers. For avoidance of doubt, End User and
End User Customer may include telecommunications carriers, Internet service
providers, cable providers, lnterexchange Carrier (IXC), Competitive Access
Provider (CAP) or Commercial Mobile Radio Service (CMRS) provider (also
known as a Wireless Carrier) and other service providers only to the extent that
such entities are acting as Granite's retail customers who do not resell such
telecommunications services to others. (e.g. End Users may include such
entities who use Telecommunications Services at such End User's retail and/or
corporate locations).
4.14 Volume and/or Term Discounts. Granite may resell services that are provided at
a volume and/or term discount in accordance with the terms and conditions of the
applicable Tariff or Price Lists. Granite shall not permit the sharing of a service
by multiple End User Customer(s) or the aggregation of traffic from multiple End
User Customers' lines or locations ( including multiple addresses of the same
End User - this is from the Amendment) onto a single service for any purpose,
including but not limited to the purpose of qualifying for a volume and/or term
discount. Any volume and/or term discount shall be applied first to the retail
price, and the resale discount shall be applied thereafter.
CHANGES IN RETAIL SERVICE
If Granite desires to receive Notice of tariff or other changes Granite may sign up for
such notification via CenturyLink's Wholesale services Website. and will receive email
notification of such postings. 0 REQUIREMENTS FOR CERTAIN SPECIFIC SERVICES
6.1 E911/91 1 Services. CenturyLink shall provide to Granite, for Granite End User
Customers, E911/911 call routing to the appropriate Public Safety Answering
Point ("PSAP"). CenturyLink shall use its standard service order process to
update and maintain the Granite customer service information in the Automatic
Location Identification/Database Management System (ALI/DMS) used to
support 911 services on the same schedule that it uses for its own retail End
User Customers. CenturyLink shall provide Granite End User Customer
information to the PSAP. Granite shall update its End User's 911 information
through the LSR process. CenturyLink assumes no liability for the accuracy of
information provided by Granite, and CenturyLink shall not be responsible for any
failure of Granite to provide accurate End User Customer information for listings
in any databases in which CenturyLink is required to retain and/or maintain such
information.
6.1.1 Granite shall be responsible for collecting from its End User Customers
and remitting all applicable 911 fees and surcharges, on a per line basis,
to the appropriate Public Safety Answering Point (PSAP) or other
governmental authority responsible for collection of such fees and
surcharges subject to applicable law.
5.0
6.0
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6.2 Suspension of Service. Granite 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 Granite may also provide CenturyLink-Initiated 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
recurring charge only. No discount shall apply to non-recurring charges.
Granite shall be responsible for placing valid orders for the suspension
and the subsequent disconnection or restoral of service to each of its End
Users.
6.2.2. Should Granite 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, Granite 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 tariff subject to the Commission-
approved wholesale discount.
6.2.3 Should Granite restore its End User, restoral charges will apply, and
Granite 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 Granite, or to Granite 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 current
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 (NP). Telephone numbers may not be retained if the physical
service address is changed concurrent with the switch to a new provider nor may
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 will provide pre-ordering and ordering services for resale services to
Granite consistent with the CenturyLink Standard Practices.

7.2 LSR Process. LSRs shall be electronically sent by Granite to CenturyLink via
CenturyLink's Website.
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.
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7.2.2 Upon work completion, CenturyLink will provide Granite a Service Order
Completion (SOC) notice via e-mail to Granite's designated email
address.
7.2.3 As soon as identified, CenturyLink will provide Granite any reject error
notifications e-mail to Granite's designated email address.
7.2.4 CenturyLink will provide Granite with a Jeopardy Notice when
CenturyLink's Committed Due Date is in jeopardy of not being met by
CenturyLink on any resale service via e-mail to Granite's designated
email address. On that Jeopardy Notice, CenturyLink shall provide the
revised Committed Due Date.

7.3 Telephone Number Assignments. Where Granite resells service to a new (not
currently existing) end user, CenturyLink shall allow Granite to place service
orders and receive phone number assignments.

7.4 Maintenance. CenturyLink will provide repair and maintenance services to
Granite and its End User Customers for resold services in accordance with the
terms set forth in the Maintenance Article of this Agreement, which are the same
standards and charges used for such services provided to CenturyLink End User
Customers. CenturyLink will not initiate a maintenance call or take action in
response to a trouble report from a Granite End User Customer until such time
as trouble is reported to CenturyLink by Granite. Granite 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 0 CenturyLink Standard Practices.

7.5 Line Loss Notification. CenturyLink will provide Granite with an electronic line
loss notification when a Granite resale customer changes its local carrier.

7.6 Granite as Single Point of Contact. CenturyLink will recognize Granite as the
single and sole point of contact for all Granite End User Customers. Granite will
provide CenturyLink with the names of authorized individuals that can remit or
inquire about its LSRs.

7.7 Misdirected Calls. CenturyLink shall refer all questions received directly from
Granite End Users back to Granite for handling.

7.8 Communications with Other Party's Customers or Prospective Customers. The
Parties will ensure that all representatives who receive inquiries regarding the
other Party's services shall not in any way disparage or discriminate against the
other Party or that other Party's products and services. The Parties shall not
solicit each other's End User Customers during such inquiries.
7.10 Ordering and Provisioning Hours. CenturyLink will provide ordering and
provisioning coordination for resale services Monday through Friday, during the
business hours specified in the CenturyLink Standard practices. Granite may
request expedited provisioning or provisioning outside of the normal work day.
However, Granite agrees to pay any additional costs and/or non-recurring
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charges associated with expediting any resale service request as set forth in the
attached Resale Article.
7.11 As-Is Transfers. CenturyLink will accept orders for As-Is Transfer (AlT) of
services from CenturyLink to Granite where CenturyLink is the End User
Customer's current local exchange carrier.
7.12 Transfers Between Granite and another Reseller of CenturvLink Services. When
Granite has obtained an End User Customer from another reseller of CenturyLink
services, Granite will inform CenturyLink of the transfer by submitting standard
LSR forms to CenturyLink via the LSR process.
8.0 OTHER OPERATIONAL MATTERS

8.1 CenturyLink will 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, CenturyLink's ordering center will coordinate support
for all designed and/or complex resale services provided to Granite.

8.3 CenturyLink will provide the functionality of blocking calls (e.g., 900, 976,
international calls, and third-party or collect calls) by line or trunk on an individual
switching element basis, to the extent that CenturyLink 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, Granite may order
separate interLATA and intraLATA service providers (i.e., two PICs) on a line or
trunk basis, and Granite agrees to pay the applicable service order and PlC
charges associated with such order. CenturyLink will accept PlC change orders
for intraLATA toll and long distance services through the service provisioning
process.

8.5 CenturyLink's retail sales and marketing personnel will not have access to
information regarding Granite's requests for resold services or other
competitively sensitive information.
9.0 ORDER DUE DATE

9.1 Order Due Date. When Granite submits an LSR, Granite will specify a desired
Due Date (DDD) and CenturyLink will specify a due date (DO) 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, Granite will populate the
"Expedite" and "Expedite Reason" fields on the LSR. CenturyLink will use
commercially reasonable efforts to accommodate the request, however,
CenturyLink 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 Article, will apply.
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9.3 Escalation Procedures and Dispute Resolution. Granite will 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 Article Ill of this
Agreement. The CenturyLink Standard Practices 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 Article and the Maintenance Article.
11.0 DESIGNED AND/OR COMPLEX NEW CIRCUIT TESTING
11.1 CenturyLink will perform testing (including trouble shooting to isolate any
problems) of resale services purchased by Granite in order to identify any new
circuit failure performance problems. Each Party will utilize CenturyLink's routine
maintenance procedures for isolating and reporting troubles.
11.2 Where available, CenturyLink will perform pre-testing in support of complex
resale services ordered by Granite.
12.0 ACCESS CHARGES
CenturyLink retains all revenue due from other carriers for access to CenturyLink's
facilities, including both switched and special access charges. CenturyLink retains all
switched access revenues when providing switched access services for Granite's retail
End User Customers served via resale. When Granite resells special access to its end
user customers, CenturyLink is not entitled to any special access revenues from
Granite's End User Customers.
.
SI
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ARTICLE V: MAINTENANCE
1.0 GENERAL MAINTENANCE & REPAIR REQUIREMENTS
CenturyLink will provide maintenance and repair services for all resold services provided
by CenturyLink under this Agreement. Such maintenance and repair services provided
to Granite shall be equal in quality to that which CenturyLink provides to itself, any
subsidiary, Affiliate or third party, including its own End User Customers. To the extent
CenturyLink provides maintenance and/or repair services to Granite's End User
Customers, such services shall be equal in quality to that which CenturyLink provides to
its own End User Customers. CenturyLirik agrees to respond to Granite trouble reports
on a non-discriminatory basis consistent with the manner in which it provides service to
its own retail End User Customers or to any other similarly initiated Telecommunications
Carrier. Notwithstanding anything else in this Agreement, CenturyLink shall be required
to provide maintenance and/or repair to Granite and/or Granite'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
Granite's End User Customers. Granite shall initiate any and all maintenance
and/or repair calls to CenturyLink on behalf of Granite's End User Customers.
• 2.2 CenturyLink will provide a single point of contact (SPOC) for all of Granite's
maintenance and repair requirements under this Article (via a 1-800 number(s))
that will be answered twenty-four (24) hours per day, seven (7) days per week.
This SPOC shall be set forth in the CenturyLink Standard Practices.

2.3 On a reciprocal basis, Granite will provide CenturyLink with an SPOC for all
maintenance and repair requirements under this Article (via a 1-800 number(s))
that will be answered twenty-four (24) hours per day, seven (7) days per week.

2.4 Granite agrees to follow the process and procedures for reporting and resolving
circuit trouble or repairs set forth in the CenturyLink Standard Practices. Before
contacting CenturyLink's Trouble Maintenance Center (CTMC), Granite must first
conduct trouble isolation to ensure that the trouble does not originate from
Granite's own equipment or network or the equipment of Granite's customer.

2.5 If (a) Granite reports to CenturyLink a customer trouble, (b) Granite requests a
dispatch, (c) CenturyLink dispatches a technician, and (d) such trouble was not
caused by CenturyLink's facilities or equipment in whole or in part, then Granite
shall pay CenturyLink a charge set forth in CenturyLink's local tariff or Price List
for time associated with said dispatch. In addition, this charge also applies when
the customer contact as designated by Granite is not available at the appointed
time. Granite accepts responsibility for initial trouble isolation and providing
CenturyLink with appropriate dispatch information based on its test results. If, as
the result of Granite instructions, CenturyLink is erroneously requested to
dispatch to a site on CenturyLink's company premises ("dispatch in"), a charge
set forth in CenturyLink's local tariff or Price List will be assessed per occurrence
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to Granite by CenturyLink. If as the result of Granite's instructions, CenturyLink S
is erroneously requested to dispatch to a site outside of CenturyLink's company
premises ("dispatch out"), a charge set forth in CenturyLirik's local tariff or Price
List will be assessed per occurrence to Granite by CenturyLink.
2.5.1 Should no charges applicable to Section 2.5 above be documented in
CenturyLink's local tariff or Price List, then CenturyLink shall determine
Time and Materials charges.

2.6 For purposes of this Article, services, facilities and equipment provided to Granite
through resold service will 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 occurred.
3.0 ESCALATION PROCEDURES

3.1 CenturyLink will provide Granite with written 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 CenturyLink Standard Practices.

3.2 On a reciprocal basis, Granite will provide CenturyLink with contact and
escalation information for coordination of all maintenance and repair issues.
4.0 EMERGENCY RESTORATION

4.1 Granite may contact CenturyLink in order to discuss activities involving the
Central Office and inter-office network that may impact Granite End User
Customers.
4.1.1 CenturyLink will establish an SPOC to provide Granite with information
relating to the status of restoration efforts and problem resolution during
any restoration process.
4.1.2 CenturyLink shall establish methods and procedures for reprovisioning of
all resold services after initial restoration. CenturyLink agrees that
Telecommunications Service Priority ("TSP") services for Granite carry
equal priority with CenturyLink TSP services for restoration. CenturyLink
will follow the guidelines established under the National Security
Emergency Procedures (NSEP) plan and will follow TSP 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
0
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5.1 For misdirected repair calls, the Parties will 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 Party 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, will be billed by
CenturyLink to Granite, and not to Granite's End User Customers.
6.2 Dispatching of CenturyLink's technicians to Granite's End User Customers'
premises shall be accomplished by CenturyLink pursuant to a request received
from Granite.
6.3 Except as otherwise provided in this Agreement, in those instances in which
CenturyLink personnel are required pursuant to this Agreement to interface
directly with Granite's End User Customers for the purpose 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 Granite's customer will be non-branded
is

materials that does not identify the work being performed as being performed by
CenturyLink. CenturyLink will not rebrand its vehicles and personnel.
6.4 If a trouble cannot be cleared without access to Granite'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 Granite 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 Article are
included in Article VIII.
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Granite Telecommunications ID 2012
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ARTICLE VI: ACCESS TO OPERATIONS SUPPORT SYSTEMS (OSS)
1.0 INTENTION OF THE PARTIES
1.1 It is the Parties' intent that this Article shall be read to support and clarify, without
superseding or replacing, the various agreements between CenturyLink and
Granite 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 various articles of the Resale Agreement and/or the
CenturyLink Standard Practices.
1.2 This Article sets forth terms and conditions for access to Operations Support
Systems (OSS) functions to support the resale services provided under this
Agreement so that Granite can obtain pre-ordering, ordering, provisioning,
maintenance/repair, and billing information and services from CenturyLink.
2.0 DEFINITIONS
2.1 CenturyLink Operations Support Systems: CenturyLink systems for pre-ordering,
ordering, provisioning, maintenance and repair, and billing.
2.2 CenturvLink 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 Granite Usage Information to Granite pursuant to
Sections 2.8 and 9.0 below; (b) CenturyLink's provision of Granite Billing is Information to Granite 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, software, or systems, including manual systems, used by
CenturyLink to provide CenturyLink OSS Services or CenturyLink Pre-OSS
Services to Granite.
2.4 CenturyLink OSS Information: The term "CenturyLink OSS Information"
includes, but is not limited to: (a) any Customer Information related to a Granite
customer accessed by, or disclosed or provided to, Granite through or as a part
of CenturyLink OSS Services or CenturyLink Pre-OSS Services; (b) any Granite
Usage Information (as defined in Section 2.8 below); and (c) any Granite Billing
Information (as defined in Section 2.9 below) accessed by, or disclosed or
provided to, Granite.
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 Granite prior to, or in lieu
of, CenturyLink's provision of the CenturyLink OSS Service to Granite. The term
"CenturyLink Pre-OSS Services" includes, but is not limited to, the activity of
placing orders for CenturyLink Retail Telecommunications Services or Access
Service Requests through a telephone facsimile, electronic mail, or Web
graphical user interface ("Web GUI") communication.
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2.6 CenturyLink Retail Telecommunications Service: Any Telecommunications
Service that CenturyLink provides at retail to subscribers that are not
Telecommunications Carriers. 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
CenturyLink.

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 Granite Usaae Information: The usage information for a CenturyLink Retail
Telecommunications Service purchased by Granite under this Agreement that
CenturyLink would record if CenturyLink was furnishing such CenturyLink Retail
Telecommunications Service to a CenturyLink retail End User Customer.

2.9 Granite Billing Information: The billing information for a CenturyLink
Telecommunications Service (as defined in Section 3(46) of the Act, 47 U.S.C. §
153(46)) purchased by Granite under this Agreement that CenturyLink would
provide if CenturyLink was furnishing such services or facilities to a CenturyLink
customer.
3.0 SERVICE PARITY AND STANDARDS
. 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 Granite for resale or use in the provision of
Telecommunications Services.
4.0 FUTURE ENHANCEMENTS TO CENTURYLINK OSS FACILITIES
If CenturyLink makes enhancements to the existing CenturyLink OSS Facilities or
implements real-time automated electronic interfaces at some future date, the Parties
agree that: (a) to the extent practicable, Granite will use such interfaces to obtain
CenturyLink OSS Services; and (b) CenturyLink may at its option discontinue any
CenturyLink 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 Article shall be provided pursuant to Article Ill, Section 34.
6.0 CENTURYLINK OSS SERVICES

6.1 Upon request by Granite, CenturyLink shall provide to Granite, pursuant to
Section 251(c)(3) of the Act, 47 U.S.C. § 251(c)(3), access to CenturyLink Pre-
OSS Services, or at CenturyLink's option, access to CenturyLink OSS Services.
CenturyLink shall not be required to provide Granite access to CenturyLink OSS
Services if such are not available and CenturyLink provides Granite access to
applicable CenturyLink Pre-OSS Services.
0
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6.2 Subject to the requirements of Applicable Law, CenturyLink Operations Support
Systems, CenturyLink Operations Support Systems functions, CenturyLink OSS
Facilities, CenturyLink OSS Information, and the CenturyLink OSS Services that
will be offered by CenturyLink, shall be as determined by CenturyLink. Subject to
the requirements of Applicable Law, CenturyLink shall have the right to change
CenturyLink Operations Support Systems, CenturyLink Operations Support
Systems functions, CenturyLink OSS Facilities, CenturyLink OSS Information,
and the CenturyLink OSS Services, from time-to-time, without the consent of
Granite.

6.3 Except as specifically provided otherwise in this Agreement, service ordering,
provisioning, billing and maintenance processes and procedures shall be
governed by CenturyLink Standard Practices. 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 CENTURYLINK OSS FACILITIES

7.1 CenturyLink OSS Facilities may be accessed and used by Granite only for
Granite'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 Granite only to
provide Telecommunications Services to Granite End User Customers in the
State.

7.3 Granite shall restrict access to and use of CenturyLink OSS Facilities to Granite.
Granite shall not have any right or license to grant sublicenses to other persons,
or permission to other persons (except Granite's employees, agents, and
contractors, in accordance with Section 7.7 below), to access or use CenturyLink
OSS Facilities.

7.4 Granite shall not (a) alter, modify or damage the CenturyLink OSS Facilities
(including, but not limited to, CenturyLink software); (b) copy, remove, derive,
reverse engineer, modify, or decompile, software from the CenturyLink OSS
Facilities; (c) use CenturyLink OSS Facilities in any manner contrary to
applicable agreements with third-party vendors and/or third-party Intellectual
Property rights; (d) allow any use of or access to CenturyLink OSS Facilities by
any unauthorized person; or (e) obtain access through CenturyLink OSS
Facilities to CenturyLink databases, facilities, equipment, software, or systems,
which are not authorized for Granite's use under this Section 7.0.

7.5 Granite shall comply with all practices and procedures established by
CenturyLink for access to and use of CenturyLink OSS Facilities (including, but
not limited to, CenturyLink practices and procedures with regard to security and
use of access and user identification codes).

7.6 All practices and procedures for access to and use of CenturyLink OSS Facilities,
and all access and user identification codes for CenturyLink OSS Facilities: (a)
shall remain the property of CenturyLink; (b) shall be used by Granite only in
connection with Granite's use of CenturyLink OSS Facilities permitted by this
Section 7.0; (c) shall be treated by Granite as Confidential Information of
CenturyLink pursuant to Section 14 .0, Article Ill of the Agreement and, (d) shall
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be destroyed or returned by Granite to CenturyLink upon the earlier of a request
by CenturyLink or the expiration or termination of the Agreement.

7.7 Granite's employees, agents and contractors may access and use CenturyLink
OSS Facilities only to the extent necessary for Granite's access to and use of the
CenturyLink OSS Facilities permitted by this Agreement. Any access to or use of
CenturyLink OSS Facilities by Granite's employees, agents, or contractors, shall
be subject to the provisions of the Agreement, including, but not limited to,
Section 14.0, Article Ill of the Agreement and Section 8.2.3 of this Article.
Granite shall ensure that its employees, agents, and contractors comply with all
provisions herein relating to access to and use of CenturyLink OSS Facilities.

7.8 CenturyLink will provide Granite with access to the CenturyLink Pre-OSS
Services and CenturyLink OSS Facilities during the same hours of operation that
apply to CenturyLink'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 Granite with service at the same level provided to
CenturyLink's own retail operations.
8.0 CENTLJRYLINK OSS INFORMATION

8.1 Subject to the provisions of this Agreement and Applicable Law, Granite shall
have a limited, revocable, non-transferable, non-exclusive right to use
CenturyLink OSS Information during the term of this Agreement, for Granite's
internal use for the provision of Telecommunications Services to Granite 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 Article, Granite shall acquire no
rights in or to any CenturyLink OSS Information. CenturyLink reserves all rights
not expressly granted herein.
8.2.1 Granite shall treat CenturyLink OSS Information as Confidential
Information of CenturyLink pursuant to Section 14.0, Article Ill of the
Agreement.
8.2.2 Granite shall not have any right or license to grant sublicenses to other
persons, or grant permission to other persons (except Granite'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.
8.2.3 Granite's employees, agents and contractors may access, use and
disclose CenturyLink OSS Information only to the extent necessary for
Granite's access to, and use and disclosure of, CenturyLink OSS
Information permitted by this Article. Any access to, or use or disclosure
of, CenturyLink OSS Information by Granite's employees, agents or
contractors, shall be subject to the provisions of this Agreement,
including, but not limited to, Section 14.0, Article III of the Agreement and
Sections 8.2.1 and 8.2.2 above. Granite shall ensure that its employees,
agents, and contractors comply with all provisions herein relating to
access to and use of CenturyLink OSS Information
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8.2.4 Granite's right to use CenturyLink OSS Information shall expire upon the
earliest of: (a) termination of such right in accordance with this Article; or
(b) expiration or termination of the Agreement.
8.2.5 All CenturyLink OSS Information received by Granite shall be destroyed
or returned by Granite to CenturyLink, upon expiration, suspension or
termination of the right to use such CenturyLink OSS Information.
8.3 Unless sooner terminated or suspended in accordance with the Agreement or
this Article (including, but not limited to, Article Ill, Sections 2.0 and 9.0 of the
Agreement and Section 11.1 below), Granite's access to CenturyLink OSS
Information through CenturyLink 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 Granite to
ascertain whether Granite is complying with the requirements of
Applicable Law and this Agreement with regard to Granite's access to,
and use and disclosure of, CenturyLink 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 Granite's access to and use of CenturyLink
OSS Information which is made available by CenturyLink to Granite
pursuant to this Agreement, to ascertain whether Granite is complying
with the requirements of Applicable Law and this Agreement, with regard
to Granite'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 Granite's access to
and use of CenturyLink OSS Information which is made available by
CenturyLink to Granite through CenturyLink OSS Facilities.
8.3.4 Information obtained by CenturyLink pursuant to this Section 8.0 shall be
treated by CenturyLink as Confidential Information of Granite pursuant to
Section 14.0, Article III of the Agreement; provided that, CenturyLink shall
have the right (but not the obligation) to use and disclose information
obtained by CenturyLink pursuant to this Article to enforce CenturyLink's
rights under the Agreement or Applicable Law.
8.4 Customer Proprietary Network Information (CPNI).
8.4.1 Granite will not access CenturyLink's pre-order functions to view CPNI of
another carrier's customer unless Granite has obtained an authorization
for release of CPNI from the customer. Granite will not be required to
provide CenturyLink with individual written Letter(s) of Authorization prior
to accessing CPNI information but will be required to provide and operate
under a Blanket Letter of Authorization that includes appropriate
certifications and restrictions as to the ability to access and use CPNI
consistent with applicable law.
8.4.2 Granite 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.
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8.4.3 Granite is solely responsible for determining whether proper authorization
has been obtained. Granite shall indemnify, defend, and hold
CenturyLink and other applicable indemnified persons harmless pursuant
to Article Ill, Section 30 from any Claim arising out of or relating to
Granite's failure to obtain proper CPNI consent from a customer.
8.4.4 Granite understand that any OSS access to obtain CPNI that is made
without prior customer permission to access the information or for Granite
to become the customer's service provider shall be both a violation of
Applicable Law and a material breach of this agreement. Granite agrees
to provide proof of customer permission retained pursuant to Section
8.4.2 if a CenturyLink audit pursuant to Section 8.3 shows evidence of
possible violation of Section 8.4.1 and Applicable Law.

8.5 Data Validation Files.
8.5.1 Upon request, CenturyLink will provide Granite 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 (lnterLATNlntraLATA)
8.5.2 Granite may obtain a Data Validation File not more than once per quarter.

8.6 Subject to Article Ill, Section 27, CenturyLink will provide Granite with
documentation that set forth the methods and procedures Granite must use in
order to utilize the CenturyLink Pre-OSS Services or CenturyLink OSS Facilities,
including the existing CenturyLink Pre-OSS Systems, and all enhancements,
improvements and changes implemented by CenturyLink. Granite 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 Article and shall be
deemed "Confidential Information" and subject to the terms, conditions and
limitations set forth in Article Ill of this Agreement.
9.0 GRANITE USAGE INFORMATION

9.1 Granite Usage Information will be available to Granite through the following:
9.1.1 Daily Usage File
9.1.2 Granite Usage Information will be provided in a Bellcore Exchange
Message Records (EMI) format.
9
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9.2 Daily Usage Files provided pursuant to Section 9.1.1 above will 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, Granite Usage Information
will be provided to Granite shall be determined by CenturyLink.
10.0 GRANITE BILLING INFORMATION
10.1 Granite Billing Information may be available to Granite 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 Bill Data Tape for Access Services through Secure FTP or
Connect:Direct in OBF Standard BOS format.
10.2 To the extent that Granite Billing Information is not available by one of the means
set forth in Section 10. 1, CenturyLink may provide it in paper or other format.
11.0 LIABILITIES AND REMEDIES
11.1 If Granite or an employee, agent or contractor of Granite 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 Granite, to suspend or terminate
the right to use CenturyLink OSS Information granted by Section 8.1 above
and/or the provision of CenturyLink OSS Services, in whole or in part.
11.2 Granite agrees that CenturyLink would be irreparably injured by a breach of this
Article by Granite or the employees, agents or contractors of Granite, and that
CenturyLink 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 Article by any employee, agent, or contractor
of Granite shall be deemed a breach by Granite
12.0 RELATION TO APPLICABLE LAW
The provisions of this Article shall be in addition to and not in derogation of any
provisions of Applicable Law, including, but not limited to, 47 U.S.C. § 22, 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
0
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Granite, at Granite's expense, shall reasonably cooperate with CenturyLink in using
CenturyLink OSS Services or CenturyLink Pre-OSS Services. Such cooperation shall
include, but not be limited to, the following:
13.1 Intentionally Left Blank
13.2 Granite shall reasonably cooperate with CenturyLink in submitting orders for
CenturyLink Telecommunications Services and otherwise using the CenturyLink
OSS Services or CenturyLink Pre-OSS Services, in order to avoid exceeding the
capacity or capabilities of such CenturyLink OSS Services or CenturyLink Pre-
OSS Services.
13.3 Upon CenturyLink's request, Granite 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, interruptions, delays, errors, defects, faults, failures, or
other deficiencies, in CenturyLink OSS Services or CenturyLink Pre-OSS
Services.
14.0 CENTURYLINK ACCESS TO INFORMATION RELATED TO GRANITE CUSTOMERS
14.1 CenturyLink shall have the right to access, use and disclose information related
to Granite End User Customers that is in CenturyLink's possession (including,
but not limited to, in CenturyLink OSS Facilities) to the extent such access, use
and/or disclosure is required by law or is necessary to enforce CenturyLink's
10 Applicable
or is authorized by the Granite customer in the manner required by
Applicable Law.
14.2 Upon request by CenturyLink, Granite shall negotiate in good faith and enter into
a contract with CenturyLink, pursuant to which CenturyLink may obtain access to
Granite's operations support systems (including, systems for pre-ordering,
ordering, provisioning, maintenance and repair, and billing) and information
contained in such systems, to permit CenturyLink to obtain information related to
Granite End User Customers (as authorized by the applicable Granite customer),
to permit End User Customers to transfer service from one Telecommunications
Carrier to another, and for such other purposes as may be permitted by
Applicable Law.
15.0 CENTURYLINK PRE-OSS SERVICES
15.1 Subject to the requirements of Applicable Law, the CenturyLink Pre-OSS
Services that will 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 Granite.
15.1.1 Granite shall use the CenturyLink Web GUI for Customer Service
Records ("CSR") requests and Local Service Request ("LSR") orders or
other system as may be or become available.
15.1.2 Granite shall place Access Service Requests ("ASRs") via electronic
means through CenturyLink provided ASR ordering systems.
15.1.3 Granite shall use a CenturyLink-provided 1-800 number for all trouble
ticket and maintenance issues.
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15.2 This Section 15.2 shall apply except where Article Ill, Section 27, applies.
CenturyLink is entitled to recover the costs of providing access to the
CenturyLink Operations Support Systems via the CenturyLink 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 CenturyLink Operations Support Systems via the CenturyLink OSS
Services, CenturyLink Pre-OS5 Services, or CenturyLink OSS Facilities or other
means from Granite and other users of such services or facilities in a
competitively neutral manner. 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 CenturyLink OSS Services,
CenturyLink 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 Granite hereunder with respect to CenturyLink OSS
Services, including without limitation restrictions on use and obligation of
confidentiality, shall also apply to CenturyLink Pre-OSS Services.
15.4 Granite acknowledges that the CenturyLink OSS Information is subject to change
from time to time.
16.0 CANCELLATIONS
CenturyLink may cancel orders for service that have had no activity within thirty-one (31)
consecutive calendar days after the original service date. 0
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ARTICLE VII: DIRECTORY SERVICES
1.SCOPE
CenturyLink, either directly or through a third party, publishes and distributes alphabetical (white
pages) and/or classified (yellow pages) telephone directories (hereinafter the "Directors" or
"Directories" as the case may be) in certain CenturyLink local exchange service areas (the
"CenturvLink Local Areas").
This Article sets forth the rates, terms and conditions pursuant to which CenturyLink agrees to
provide to Granite basic services associated with the Directories such as publication of listings
and distribution (the "Directory Services" or "Services") as more particularly described in of this
Article. These terms are applicable only to hard copy directory books. CenturyLink and Granite
may, from time to time, agree on the provision of additional services ("Additional Services"),
which shall be furnished pursuant to addendums to this Article and governed by the terms and
conditions set forth in this Agreement. No addendum for Additional Services shall be binding
unless signed by the Parties.
2.GRANITE OBLIGATIONS AND RESPONSIBILITIES
The following obligations shall be the responsibility of Granite, which obligations, unless
. otherwise expressly set forth herein, shall be performed within the time frames and in
accordance with the policies and procedures set forth herein:
a.Granite may, in its sole discretion, submit to CenturyLink or, if so elected by
Granite to submit an annual data file as provided herein to its designated third
party publisher ("Publisher") Listing Information (as hereinafter defined), as
determined by Granite, relating to its subscribers ("Subscribers") who desire
published listings within a CenturyLink Directory. For purposes of this
Agreement, "Listing Information" shall consist of the Subscriber's name, address,
telephone number, desired yellow pages classified heading (if any), and any
other required listing information. Under no circumstances shall Granite provide
Subscriber data as a part of Listing Information for those Subscribers who do not
desire published listings. Listing Information shall be supplied by Granite without
charge to CenturyLink. Listing Information shall be supplied, to CenturyLink, in a
Local Service Request ("LSR") or a standalone Directory Service Request
("DSR") or, if to the Publisher, in a data file format as provided herein. Listing
Information shall be submitted within the time frames as reasonably directed by
CenturyLink and in accordance with established service guidelines in the
CenturyLink Standard Practices, which may be accessed at
http://business.centurytel.com//business/Wholesale/. Listing Information
provided to CenturyLink via an LSR or DSR will be used by CenturyLink for
purposes related to publishing directory listings.
b.If providing Listing Information via an LSR or DSR, Granite shall separately
provide to CenturyLink Directory delivery address data for Subscribers, if
different from the Listing Information, and for those Subscribers who do not
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desire published listings. Where Granite elects to send an annual data file of
Listing Information to the Publisher, Granite shall provide a separate distribution
file to the Publisher.
C. If required for resolution of a Directory related inquiry, request or complaint
received by Granite from its Subscribers, Granite shall promptly notify
CenturyLink, but in any event within ten (10) days, of receipt of such inquiry,
request, or complaint and shall reasonably cooperate with CenturyLink and
Publisher to resolve such matters in a timely and expeditious manner. If the
Parties are unable to resolve such matters within thirty (30) days, either Party
may invoke the Dispute Resolution process in this Agreement.
d.If providing Listing Information via an LSR or DSR, Granite shall process all
Listing Information change requests received from its Subscribers within
commercially reasonable time frames.
e.If providing Listing Information via an LSR or DSR, Granite shall transmit to
CenturyLink all information arising from Subscriber transactions that should result
in an addition to, a change in or a deletion of any Listing Information previously
transmitted by Granite to CenturyLink and held in CenturyLink's database.
f.Granite will pay charges as set forth in the Pricing Article for Services. Such
charges shall include, but are not limited to, expenses associated with work
performed by the Publisher.. Where Granite requests services or work that is
outside the scope of that set forth in this Article, CenturyLink shall provide the
proposed charges, with explanation of the basis for the charges, and obtain prior
written approval from Granite to undertake such work on Granite's behalf.
g.For Listing Information held in the CenturyLink database, Galley Proofs (as
hereinafter defined) are provided at no charge by CenturyLink 30 days prior to
the annual Business Office Close ("BOC") for a Directory. Granite shall review
the Galley Proofs and provide corrections to CenturyLink no later than five (5)
business days prior to the BOC ("cut-off date"). Such cut-off date shall be at
parity with that required for CenturyLink to enter corrections of its own Listing
Information. Notwithstanding the foregoing, should either Party identify pervasive
or systemic errors requiring corrections to more that 10 percent of Granite's
listings, Granite will take commercially reasonable efforts to initiate the process of
submitting corrections no later than 15 days prior to BOC. Granite expressly
acknowledges that time is of the essence with respect to the publishing cycle of
any Directory and that changes are subject to a change charge as listed for
Galley Proof changes in this Article VII; provided however, no charge is applied if
the error was made by CenturyLink. In the event Granite fails to provide
CenturyLink with written notice of any necessary corrections within the time
frame set forth in this provision, such Galley Proofs shall be deemed to be
correct and Granite shall indemnify CenturyLink for any claims by Subscribers
related to errors in the Directory as published in reliance on such Galley Proofs
provided, however, that CenturyLink provides the Galley Proofs to Granite with
the time frames required herein and that such Galley Proofs have not been
modified after Granite's review. Granite may request additional Galley Proofs
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with at least one (1) week's advance notice to CenturyLink and at charges as
provided in Exhibit B.
h. If Granite elects to provide Listing Information via an annual data file to the
CenturyLink Publisher, Granite will: (i) provide the annual one time data file for
each individual directory to the Publisher prior to the BOG, with notice to
GenturyLink at least forty-five (45) days prior to file submission of Granite intent
to provide a data file of Listing Information; and (ii) provide the data file of Listing
Information in a format as provided in Section 7 of this Article.
3. CENTURYTEL OBLIGATIONS AND RESPONSIBILITIES
During the Term of this Agreement, the responsibilities of CenturyLink and, as directed by
GenturyLink, its Publisher, shall be the following:
a.CenturyLink shall include one standard listing ("Granite Listing") for each
Subscriber, at no charge to Granite or Granite's subscribers, for whom
CenturyLink or its Publisher receives Listing Information in CenturyLink's
Directories for a CenturyLink Local Area in accordance with this Article VII.
Standard Granite Listings shall be interfiled alphabetically with listings of other
local exchange telephone company subscribers and treated in the same manner
as CenturyLink Listings and pursuant to this Article.
b.Where Granite submits Listing Information via the LSRIDSR process,
GenturyLink shall make reasonable provisions to ensure that Granite
Subscribers' Listing Information is properly entered into the GenturyLink
database and transmitted to Publisher, as provided by Granite. In the event
that GenturyLink incorrectly publishes the Listing Information of a Granite
subscriber(s), through no fault of Granite, CenturyLink shall promptly, but in any
event within ten (10) days of notice from Granite, take actions to correct the
Listing Information in the CenturyLink database used for publishing Directories,
and will reasonably cooperate with Granite to investigate and resolve the cause
of the errors in an expeditious manner. If the Parties disagree as to their
responsibilities pursuant to this Section 3.b, either Party may invoke the Dispute
Resolution terms of this Agreement.
C. CenturyLink shall make available, at no charge to Granite or its Subscribers, one
listing for each Granite business customer under the appropriate heading (if such
heading is supplied by Granite) in CenturyLink's applicable classified Directories,
such headings and Directories to be determined at CenturyLink's discretion.
CenturyLink shall work cooperatively with Granite to ensure any such listings for
government agencies are also included in the appropriate section and under the
appropriate heading.
d. At Granite request, GenturyLink shall include, at no additional charge, Granite
critical contact information alphabetically (by local exchange carrier) in the
information pages of its alphabetical Directories (but only where such information
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pages are otherwise included in a given Directory) for communities where
Granite offers Local Service, in accordance with CenturyLink's standards for
inclusion in a given Directory. For this purpose, Granite must: supply in a timely
manner critical contact information needed by CenturyLink to produce
information pages, and ensure that critical contact information telephone
numbers are working numbers. Critical contact information includes Granite's
name and logo, telephone numbers for telephone services, billing, and repair
services.
e. Except as provided in Section 7.b. below for the annual one time submission of
Listing Information to the Publisher, CenturyLink shall not be restricted in
supplying to third party directory publishers Granite Subscriber Information
pursuant to this Article and interfiled with Listing Information of CenturyLink and
other CLEC subscribers as may be required to fulfill regulatory and legal
requirements for the sole purpose of publishing directory listings. Further, the
Parties agree that such Listing Information provided to third party directory
publishers shall not contain information or data that could be used to distinguish
Granite Subscribers from CenturyLink or other CLEC Subscribers.
CenturyLink shall distribute alphabetical and classified Directories to local
Subscribers at the time the Directory is published, at no charge to Granite or
Subscribers, in accordance with CenturyLink's procedures, provided that physical
Directory delivery information has been provided by Granite. Thereafter, and for
the life of the Directory, CenturyLink shall undertake distribution to all new
Granite Subscribers and those existing Subscribers that need replacement or
additional copies ("Secondary Distribution") upon CenturyLink's receipt of
necessary Subscriber information. Such Secondary Distribution shall be in
accordance with CenturyLink's standard procedures. CenturyLink shall make
available in the published Directory to Granite's Subscribers an 800 number to
use for any Secondary Distribution requirements.
g.Except where Granite elects to submit Listing Information directly to the
Publisher, CenturyLink shall provide an extract of Granite Subscribers'
alphabetical listings thirty (30) days prior to the Business Office Close ("BOC")
date for a Directory publication (generally referred to as a "Galley Proof). Said
review process shall be subject to the availability of Granite Listings in advance
of publication and within the time/deadline constraints imposed by CenturyLink
and/or its Publisher as set forth above in Section 2. Granite shall be responsible
for any costs associated with the review process charged by CenturyLink and/or
its Publisher; provided however, where such costs associated with the review
process are not set forth in this Article VII to this Agreement, CenturyLink shall
provide in writing costs to be incurred and obtain the prior written consent of
Granite before engaging in any such work on behalf of Granite.
h.Within ten (10) business days of a request by Granite, CenturyLink will provide
Granite with the appropriate contact information for the CenturyLink directory
publisher.
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i. CenturyLink shall provide notice of Directory Service process or guideline
changes to Granite as soon as such change is practicably known to CenturyLink
but no less than thirty (30) days prior to the effective date of such change. Notice
of such changes will be provided via the Electronic web notification process.
4.DIRECTORY ADVERTISING
Granite acknowledges and agrees that this Agreement does not cover the provision of Directory
advertising, and Granite expressly acknowledges that any purchase of Directory advertising
shall be handled in accordance with the terms and conditions of CenturyLink's standard
Contract for Directory Advertising Services, and at the prices which CenturyLink may have in
effect from time to time.
5.COOPERATION
The Parties acknowledge and agree that cooperation between them will be required to serve the
needs of each Party's subscribers most effectively, and agree to exercise commercially
reasonable efforts to achieve the highest quality of service for such subscribers.
6.SALES AND PUBLISHING PROCEDURES
CenturyLink shall maintain full authority over its Directory publishing schedules, procedures,
standards, and practices, and over the scope and schedules of its Directories. All Granite
. listings shall be subject to such publishing schedules, procedures, standards, and practices, and
scope and schedules of CenturyLink's Directories. CenturyLink shall periodically supply Granite
with updates concerning publishing schedules and related matters.
Nothing in this Agreement shall be construed as limiting CenturyLink from entering into an
agreement with a third party, in its sole discretion, to act as Publisher; provided however, in the
event that Granite chooses to provide listings via an annual data file, CenturyLink will notify
Granite in writing of a change of publishers, which notice will be no more than ten (10) days
following the effective date of a decision to change in publishers. Such notice will include
contact information of the new directory Publisher and any known changes that will impact the
process by which the Granite's listings are to be included in the directory publication and
distribution.
7.SUBMISSION OF LISTINGS FOR PUBLICATION
Granite may choose to send Subscriber Listing Information via the LSRIDSR process or an
annual data file. For all directory markets inclusive, Granite must choose either the LSRIDSR
process or the annual data file method. If at any time Granite wishes to change the methodology
used previously, Granite must notify CenturyLink in writing and the appropriate process will be
instituted. Notification must be received at least one-hundred eighty (180) days before the
desired effective date for the change of methodology. The Parties will work cooperatively
together to effect such change.
a. LSRIDSR Option for submitting Directory Listings
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1.Granite will submit directory listing requests for all listings, additions,
changes, deletions via the LSR/DSR Process.
2.Notwithstanding anything herein or in related documents or guidelines,
unless otherwise agreed by the Parties, CenturyLink will process all Granite
orders within forty-eight (48) hours of being submitted by Granite.
b. Annual File
1.Granite may submit listings via an annual data file on a per Directory basis.
Listing Information submitted via an annual data file will not be entered into
CenturyLink's own system, or rekeyed. CenturyLink shall direct its Publisher
to handle Listing Information submitted via an annual data file by Granite
pursuant to the terms of this Article and interfile Granite Subscriber Listings
alphabetically with CenturyLink's Subscriber Listings in the local white pages,
and where applicable the Yellow Pages for business listings.
2.The File should be supplied in an Excel spreadsheet, or other format as the
Parties may mutually agree, with listing name, number and address
information. Any captions should have indent levels supplied and any
business listing should have a Yellow Page Header supplied as well. A
separate file should be sent for each book and should include only those
numbers that are to be published.
3.It is Granite's responsibility to ensure the annual data file is provided to
CenturyLink and or the Publisher (if so elected by Granite) before the
corresponding close date each year; provided however, CenturyLink must
provide notice of the close date each year at least one hundred twenty (120)
days prior to such close date
4.Granite will provide a separate distribution file (marked 'distribution only')
containing all subscribers for the applicable Directory area.
5.Granite is responsible for selling its listings to third party requestors if Granite
selects the annual data file method.
6.There is no charge for the annual data file to be supplied by Granite.
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8. DESCRIPTION OF SERVICES
Preliminary Pages
• Critical customer contact numbers for billing, service, repair
• If requested by Granite, listing of Granite name and address in alphabetical order on
page(s) titled "Other Telephone Service Providers"
Directory Listings
• A white pages listing for each Granite subscriber to be published
• A standard regular listing in classified section of directory for each Granite business
subscriber to be published
- A complete list of classified headings and a directory production schedule, with
service order close and galley due dates, will be provided by CenturyLink
• Fulfillment of orders for directory listings to 3' party directory publishers on behalf of
Granite *
• A listing in the appropriate section of the directory for government agencies.
White Pages Galleys *
• One white pages galley for each directory to proof prior to publication at no charge
• Additional galleys available upon request
• One white page galley will be supplied only if the listings are maintained by CenturyLink
Copies of Directories
. • One copy of telephone directory to Granite at time of publication
0 Delivery of directories to Granite subscribers, (quantity of I per residence and 2 per
business unless otherwise specified for hand delivery. For mailed, all quantities default
to 1) during initial distribution
• For secondary distribution 800# must be used.
Directory Service Request *
o Service order processing to update, establish or change a directory listing
*Appli es only where the LSR/DSR Process is used by Granite
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.
ARTICLE VIII: PRICING
(T-083,T-1 48)
Account Establishment _________ $224.07
Customer Record Search _________ $4.29
Customer Record Search - Manual _________ $11.67
Customer Record Search - Electronic _________ $3.23
"Resale Discount 15.86%
Message Provisioning, per message $0.000581
Data Transmission, per message $0.00000
Media Charge - per CD (Price reflects shipping via regular U.S. Mail) _________ $18.00
Temporary Suspension of Service for Resale - SUSPEND $0.00
Temporary Suspension of Service for Resale - RESTORE _________ $21.00
PlC Change Charge, per change _________ Per Tariff
Operator Assistance / Directory Assistance Branding _________ ICB
"Tagnd Label On a reinstall loop or an exislinap or male . ______ $13.07
Trip Charge _________ $27.16
Manual Service Order NRC
T
$15.68
Manual Service Order - Listing Only _________ $15.68
Manual Service Order - Change Only _________ $15.68
Electronic Service Order (IRES) _________ $8.67
Electronic Service Order - Listing Only _________ $8.67
Electronic Service Order - Change Only
.
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Article VIII: Pricing
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Page 79
Account Establishment $224.07
Customer Record Search $429
Customer Record Search - Manual $11.67
Customer Record Search - Electronic $3.23
"ResaleDiscount 15.86%
Message Provisioning, per message $0.000581
Data Transmission, per message $0.00000
Media Charge - per CD (Price reflects shipping via regular U.S. Mail) $18.00
Temporary Suspension of Service for Resale - SUSPEND $0.00
Temporary Suspension of Service for Resale - RESTORE $21.00
PlC Change Charge, per change Per Tariff
Operator Assistance / Directory Assistance Branding ICB
"and n a reinstall ioop or an existins bop or resale $13.07
Trip Charge $27.16
ism
Manual Service Order NRC I $15.68
Manual Service Order - Listing Only $15.68
Manual Service Order - Change Only $15.68
Electronic Service Order (IRES) $8.67
Electronic Service Order - Listing Only $8.67
Electronic Service Order - Change Only $8.67
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Article VIII: Pricing
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Application of NRCs
Pre-ordering: "CLEC Account Establishment" is a one-time charge
applied the first time that Granite orders any service from a CenturyLink
affiliate.
"Customer Record Search" applies when Granite requests a summary of
the services currently subscribed to by the End User Customer.
"Service Order Charge" all for all LSRs will be applicable when submitting a
Local Service Request (LSR) for any reason. The Service Order Charge covers
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 regardless if the LSR is
later supplemented, clarified, or cancelled.
Custom Handling (These NRCs are in addition to any Pre-ordering or Ordering
and Provisioning NRCs):
"Service Order Expedite" applies if Granite requests service prior to the
standard due date intervals.
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DIRECTORY SERVICES FEE SCHEDULE: (T-083 T-148)
Item Description Fee
Preliminary Pages Listing of contact numbers No Charge
Directory Listings Subscriber Listings No Charge
Additional Listing Per

Applicable Tariff or Price
List
Other Directory Listing Services shall be provided at rates set forth in applicable Tariffs or Price
List.
White Pages Galleys First galley No Charge
Ad Hoc (Each Additional) Galley $150.00 ea.
Copies of Directories for Subscribers No Charge
Directory Service Request ("DSR") applies when Directory request is made in a separate stand
alone submission. If a Directory Request is made on a submission of an LSR, then the LSR
charge only applies)
DSR - Request to update or establish listing $5.61
DocuSign Envelope ID: 7FAF0I 79-2FBB-4B35-A1A1-E22D4851414C
Signature Page
Granite Telecommunications ID 2012
Page 82
SIGNATURE PAGE
Granite Telecommunications, LLC CenturyTel of Idaho, Inc., dba
CenturyLink; CenturyTel of the Gem
State, Inc., dba CenturyLink
F DocuSigned by:
M4(r
05E9FC686D5T484... I i By: . By: LDuuSintd L I Chnt.nun y:
Name: Rand Currier Name: L. T. Christensen
Title: Chief Operating Officer Title: .Director - Wholesale Contracts
Date: 6/20/2012 Date; 6/20/2012
.
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