HomeMy WebLinkAbout20160919Application.pdfREC EI VED S '~ C L. k
20i6 SEP 19 AM II : 33
~~~ entury 1n ®
September 16, 2016
Jean Jewell, Secretary
Idaho Public Utilities Commission
4 72 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case No.:
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Via Overnight delivery
t EN-T-1/p-03
Application for Approval of Resale Agreement
Dear Ms. Jewell:
Enclosed for filing are an original and two (2) copies of the Resale Agreement by and
between CenturyTel ofldaho, Inc. dba Century Link and dishNET Wireline L.L.C. for the State
ofldaho. Century Link 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.
/jga
Enclosures
cc: Service List
Sincerely,
~in~
Legal Assistant III
i,
www.centurylink.com
1600 i• Avenue, Room 1506
Seattle, Washington 98191
•· 206-733-5236
josie.addington@centurylink.com
Lisa A Anderl (WSBA# 13236)
CenturyLink
1600 7th Ave, Room 1506
Seattle, Washington 98191
Telephone: (206) 345-1574
Lisa.anderl@centurylink.com
KE CEIV ED
~Oi&Sf::P 19 AM ll:33
1 l ·~.d3 L!C ~ C::", ~.I ISSION
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
APPLICATION OF CENTURYTEL OF
IDAHO, INC. dba CENTURYLINK FOR
APPROVAL OF THE INTERCONNECTION
AGREEMENT WITH dishNET WIRELINE
L.L.C. FOR THE STATE OF IDAHO
PURSUANT TO 47 U.S.C. §252(e)
CASE NO.: C 0~-T-I lo-03
APPLICATION FOR APPROVAL OF
RESALE AGREEMENT
CenturyTel ofldaho, Inc. dba CenturyLink ("CenturyLink") hereby files this Application
for Approval of Resale Agreement by and between CenturyTel ofldaho, Inc. dba Century Link,
CenturyTel ofldaho, Inc. dba CenturyLink and dishNET Wireline L.L.C. for the State ofldaho
("Agreement"). The Agreement with dishNet Wireline L.L.C. ("dishNet") 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.
APPLICATION FOR APPROVAL OF RESALE AGREEMENT -I
DISHNET WIRELINE, LLC.
Century Link
1600 7th Ave., Suite 1506
Seattle, WA 98191
Telephone: (206) 398-2500
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 ofldaho, the Commission, the United States Congress, and the
Federal Communications Commission. Expeditious approval of this Agreement will enable
dishNet to interconnect with CenturyLink facilities and to provide customers with increased
choices among local telecommunications services.
Century Link 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 this 16th day of September, 2016.
~ENTURY(IL,\
~~(
Attorney for CenturyLink
APPLICATION FOR APPROVAL OF RESALE AGREEMENT-2
DISHNET WIRELINE, LLC.
CenturyLink
1600 7th Ave., Suite 1506
Seattle, WA 98191
Telephone: (206) 398-2500
CERTIFICATE OF SERVICE
I hereby certify that on this 16th day of September, 2016, I served or caused to be
served the foregoing APPLICATION FOR APPROVAL OF RESALE AGREEMENT upon
all parties of record in this matter as follows:
Jean Jewell, Secretary
Idaho Public Utilities Commission
4 72 West Washington Street
P.O. Box 83720
Boise, Idaho 83 720-007 4
Brian McIntyre, VP Product Management
DISH Network L.L.C.
9601 S. Meridian Boulevard
Englewood, Colorado 80112-5905
Office of the General Counsel
dishNET Wireline, LLC
9601 S. Meridian Boulevard
Englewood, Colorado 80112-5905
___ Hand Delivery
___ U.S. Mail
XX Overnight Delivery
Facsimile ---
Email ---
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XX U.S. Mail
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___ Hand Delivery
XX U.S. Mail
___ Overnight Delivery
Facsimile ---
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JoS:i ¥
APPLICATION FOR APPROVAL OF RESALE AGREEMENT -3
DISHNET WIRELINE, LLC.
Century Link
1600 7th Ave., Suite 1506
Seattle, WA 98191
Telephone: (206) 398-2500
DocuSign Envelope ID: 3D9D5160-53E9-4598-8AE4-35593119CD53
~E CEIVE D
'>Gr C'':·o 19 •1' II· 5'-LU 10 '-''-I HM • ~
Resale Agreement
By and Between
~~,~
~~~
Centurylink™
CenturyTel of the Gem State, Inc. d/b/a Centurylink
CenturyTel of Idaho, Inc. d/b/a Centurylink
April 4, 2016/kjc/dishNET Wireline/lD
and
dishNET Wireline L.L.C.
For the State of
Idaho
CT/EQ Consolidated Resale Template (v.01 .21 .2015)
DocuSign Envelope ID: 3D9D5160-53E9-4598-8AE4-35593119CD53
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS ................................................................................................... 5
1. GENERAL RULES ........................................................................................................................... 5
2. DEFINITIONS .................................................................................................................................... 5
ARTICLE 11. GENERAL TERMS AND CONDITIONS .......................................................... 12
3. APPLICATION OF THESE GENERAL TERMS AND CONDITIONS ............................................ 12
4. POSITION OF THE PARTIES ........................................................................................................ 12
5. INTENTIONALLY LEFT BLANK .................................................................................................... 12
6. REGULATORY APPROVALS ........................................................................................................ 12
7. EFFECTIVE DATE, TERM AND TERMINATION .......................................................................... 12
8. CL EC C ERTi FICA TION .................................................................................................................. 15
9. APPLICABLE LAW ........................................................................................................................ 15
10. CHANGES IN LAW .................................................................................................................... 16
11. AMENDMENTS ........................................................................................................................... 18
13. CONFIDENTIAL INFORMATION ............................................................................................... 18
14. CONSENT ................................................................................................................................... 20
15. CONT ACTS BETWEEN THE PARTIES .................................................................................... 20
16. GENERAL DISPUTE RESOLUTION ......................................................................................... 20
17. INTENTIONALLY LEFT BLANK ................................................................................................ 22
18. INTENTIONALLY LEFT BLANK ................................................................................................ 22
19. ENTIRE AGREEMENT ............................................................................................................... 22
20. FORCE MAJE URE ..................................................................................................................... 22
21. FRAUD ........................................................................................................................................ 23
22. HEADINGS ................................................................................................................................. 23
23. INTELLECTUAL PROPERTY .................................................................................................... 23
24. LAW ENFORCEMENT ............................................................................................................... 25
25. LIABILITY AND INDEMNIFICATION ......................................................................................... 26
26. SUBCONTRACTORS ................................................................................................................. 30
27. INSURANCE ............................................................................................................................... 30
28. NON-EXCLUSIVE REMEDIES ................................................................................................... 31
29. RESERVATION OF RIGHTS ...................................................................................................... 31
30. NOTICES .................................................................................................................................... 31
31. REFERENCES ............................................................................................................................ 32
32. RELATIONSHIP OF THE PARTIES ........................................................................................... 32
33. SUCCESSORS AND ASSIGNS -BINDING EFFECT ............................................................... 33
34. SURVIVAL .................................................................................................................................. 33
35. TAXES/FEES .............................................................................................................................. 33
36. TERRITORY ................................................................................................................................ 35
37. THIRD-PARTY BENEFICIARIES ............................................................................................... 35
38. USE OF SERVICE ...................................................................................................................... 35
39. FEDERAL JURISDICTIONAL AREAS ...................................................................................... 35
40. WAIVER ...................................................................................................................................... 35
41. WITHDRAWAL OF SERVICES .................................................................................................. 35
42. TECHNOLOGY UPGRADES ..................................................................................................... 36
ARTICLE 111. IMPLEMENTATION ......................................................................................... 37
43. IMPLEMENTATION PLAN ......................................................................................................... 37
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44. SECURITY DEPOSIT ................................................................................................................. 37
45. START-UP DOCUMENTATION ................................................................................................. 39
46. LETTER OF AUTHORIZATION (LOA) ...................................................................................... 39
ARTICLE IV. OPERATIONAL TERMS .................................................................................. 41
47. STANDARD PRACTICES .......................................................................................................... 41
48. ESCALATION PROCEDURES .................................................................................................. 41
49. INTENTIONALLY LEFT BLANK ................................................................................................ 41
50. CONTACT WITH END USERS .................................................................................................. 41
51. CAPACITY PLANNING AND FORECASTS .............................................................................. 42
52. INENTIONALLY LEFT BLANK .................................................................................................. 43
53. ORDERING AND PROVISIONING ............................................................................................. 43
54. UNIVERSAL SERVICE FUND .................................................................................................... 49
55. BILLING AND PAYMENTS/DISPUTED AMOUNTS ................................................................. 50
56. AUDITS ....................................................................................................................................... 54
57. CENTURYLINK OSS INFORMATION ....................................................................................... 56
58. PROVISION OF USAGE DATA ................................................................................................. 58
59. CENTURYLINK ACCESS TO INFORMATION RELATED TO CLEC CUSTOMERS ............... 62
60. INTENTIONALLY LEFT BLANK ................................................................................................ 63
61. MAINTENANCE AND REPAIR .................................................................................................. 63
ARTICLE V. RESALE .......................................................................................................... 64
62. LOCAL TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE ............................ 64
63. GENERAL TERMS AND CONDITIONS FOR RESALE SERVICES ......................................... 64
64. PRICING ..................................................................................................................................... 65
65. LIMITATIONS AND RESTRICTIONS ON RESALE .................................................................. 66
66. CHANGES IN RETAIL SERVICE ............................................................................................... 68
67. REQUIREMENTS FOR SPECIFIC SERVICES .......................................................................... 68
68. PRE-ORDERING AND ORDERING ........................................................................................... 69
69. ACCESS CHARGES .................................................................................................................. 70
70. RESALE OF CLEC'S TELECOMMUNICATIONS SERVICES .................................................. 70
71. TAG AND LABEL ....................................................................................................................... 70
ARTICLE VI. ADDITIONAL SERVICES ................................................................................ 72
72. DIRECTORY ASSISTANCE ....................................................................................................... 72
73. DIRECTORY LISTINGS SERVICE ............................................................................................. 72
ARTICLE VII. PRICING ....................................................................................................... 76
74. GENERAL PRICING TERMS ..................................................................................................... 76
75. APPLICATION OF NON RECURRING CHARGES ................................................................... 76
76. NON-RECURRING CHARGES (NRCS) FOR RESALE SERVICES ......................................... 76
77. TO BE DETERMINED (TBD) PRICES ....................................................................................... 76
ARTICLE VIII. MISCELLANEOUS ....................................................................................... 77
78. AUTHORIZATION AND AUTHORITY ....................................................................................... 77
79. COUNTERPARTS ...................................................................................................................... 77
SIGNATURE PAGE .................................................................................................................. 78
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DocuSign Envelope ID: 30905160-53E9-4598-8AE4-35593119CD53
This Interconnection Agreement is entered into by and between CenturyTel of the Gem State,
Inc. d/b/a Centurylink, CenturyTel of Idaho, Inc. d/b/a Centurylink, an ILEC,and dishNET
Wireline L.L.C., (CLEC) in their capacity as certified providers of local wireline
Telecommunications Service. Centurylink and CLEC 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 (ILECs) 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 ILECs shall pertain, in each instance, only with respect to a single,
individual ILEC, and shall not be deemed to apply in an aggregate fashion to any of the other
ILECs who are signatory parties to this Agreement, unless mutually agreed upon in a separate
written instrument executed by each affected entity. This Agreement covers services in the
State of Idaho (State) and only in areas which both Parties are certificated.
WHEREAS, Section 251 of the Telecommunications Act of 1996 (the "Act") imposes specific
obligations on LECs with respect to the resale of their Telecommunications Services; and
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 CLEC hereby
covenant and agree as follows:
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DocuSign Envelope ID: 3D9D5160-53E9-4598-8AE4-35593119CD53
ARTICLE I. DEFINITIONS
1. GENERAL RULES
1 .1 Unless the context clearly indicates otherwise, the definitions set forth in this
Article of this Agreement shall apply to the entire Agreement and all
attachments incorporated by reference herein into this Agreement. A defined
term intended to convey the meaning stated in this Agreement is capitalized
when used.
1 .2 Additional definitions that are specific to the matters covered in a particular
Article, attachment or provision may appear in that Article, attachment or
provision. To the extent that there is any difference of interpretation between
a definition set forth in this Agreement and any definition in a specific Article,
attachment or provision, the definition set forth in the specific Article,
attachment or provision shall control with respect to that Article, attachment
or provision.
1.3 Capitalized terms that are not otherwise defined in this Article or elsewhere
within the 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.
1.5 Unless the context clearly indicates otherwise, any term defined in this
Agreement which is defined or used in the singular shall include the plural,
and any term defined in this Agreement 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. DEFINITIONS
911 Service or 911: Basic 911 Service provides a caller access to the appropriate PSAP
by dialing a 3-digit universal telephone number (911 ). As used in this Agreement,
references to 911 Service shall include E911 as defined herein, as appropriate.
Access Service Request (ASR): The Ordering and Billing Forum document designated
by Centurylink to be used by the Parties to add, establish, change or disconnect
services or trunks for the purpose of providing special access, Switched Access
Services, and Interconnection.
Access Services: Interstate and intrastate Switched Access Services, Special Access
and/or Private Line services, as appropriate.
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.
ACTL: Access Customer Terminal Location as defined by Telcordia.
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Advanced Services: Means intrastate or interstate wireline Telecommunications
Services (including, but not limited to, ADSL, IDSL, xDSL, Frame Relay and Cell Relay)
that rely on packetized, Packet Switched or other technology that enable users to
originate and receive high-quality voice, data, graphics and/or video
Telecommunications using any technology.
Affiliate: Shall have the meaning set forth in 47 U.S.C. §153(2); provided, however that
EchoStar Corporation and its direct and indirect subsidiaries will not be deemed
"Affiliates" of CLEC for purposes of this Agreement.
Applicable Law: 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
relate to the respective rights and obligations of each Party as of the Effective Date
(Applicable Rules) or as subsequently revised.
As-ls Transfer (AIT): 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.
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-1100-CORE, which defines the industry standard for message recording.
Bill Date: The date when a Centurylink service is billed and/or invoiced to a customer.
The Bill Date is generally the date one (1) day past the billing cycle close date and will
appear on any such bill or invoice.
Bill Due Date: The date that payment for a bill or invoice is due. The Bill Due Date shall
be the date thirty (30) Days from the Bill Date.
Business Day: Monday through Friday, except for company holidays on which
Centurylink is officially closed for business.
Certificate of Operating Authority: A certification by the State Commission that CLEC
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.
CIC: An acronym for Carrier Identification Code.
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.
CLLI Codes: Common Language Location Identifier Codes.
Commission: The State Public Service or Public Utility Commission, as applicable.
Competitive Local Exchange Carrier (CLEC): As defined in 47 U.S.C. §153(32),
authorized to provide Telephone Exchange Services or Exchange Access Services in
competition with an ILEC.
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Custom Calling Features: A set of Telecommunications Service features available to
residential and single-line business customers including call-waiting, call-forwarding and
three-party calling.
Customer Proprietary Network Information (CPNI): Shall have the meaning set forth in
47 U.S.C. §222 and shall also include any additional information specified pursuant to
State law.
Customer Service Record (CSR): A record detailing the services to which an End User
subscribes from its Telecommunications provider(s).
Customer Service Record Search: A process requested by CLEC that typically
searches for basic account information, listing/directory information, service and
equipment listing, and billing information for a customer. CLEC must have obtained
proper authorization from the End User 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.
Dav: A calendar day unless otherwise specified.
Default: A Party's violation of any material term or condition of the Agreement, or refusal
or failure in any material respect to properly perform its obligations under this
Agreement, including the failure to make any undisputed payment when due. A Party
shall also be deemed in Default upon such Party's insolvency or the initiation of
bankruptcy or receivership proceedings by or against the Party or the failure to obtain or
maintain any certification(s) or authorization(s) from the Commission which are
necessary or appropriate for a Party to exchange traffic or order any service, facility or
arrangement under this ICA, or notice from the Party that it has ceased doing business
in this State or receipt of publicly available information that signifies the Party is no
longer doing business in this State.
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.
E-911 or Enhanced 911 Service or E911 Service: A telephone system which includes
network switching, data base and PSAP premise elements capable of providing ALI
data, selective routing, selective transfer, fixed transfer, and a call back number.
Effective Date: The date of Commission approval of the Agreement.
Electronic Interface: Direct access to Operations Support Systems consisting of
preordering, ordering, provisioning , maintenance and repair and billing functions.
End User: Any third party retail customer that subscribes to, and does not resell to
others, a service provided by (i) a Party to this Agreement; or (ii) a wholesale customer
of a Party, where the service provided by such Party's wholesale customer is derived
from a Telecommunications Service provided to such Party by the other Party. Unless
otherwise specified, a reference to a Party's End Users shall be deemed to refer to
either (i) or (ii) above. As used herein, End User does not include any of the Parties to
this Agreement with respect to any item or service obtained under this Agreement, nor
any lnterexchange Carrier (IXC), Competitive Access Provider (CAP) or Commercial
Mobile Radio Service (CMRS) provider (also known as a Wireless Carrier) or their retail
customers.
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DocuSign Envelope ID: 3D9D5160-53E9-4598-8AE4-35593119CD53
Exchange Access: The offering of access to Telephone Exchange Services or facilities
for the purpose of the origination or termination of Telephone Toll Services).
Exchange Message Interface (EMI}: 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).
FCC: The Federal Communications Commission.
Federal Universal Service Charge (FUSC): An End User charge that allows a
Telecommunications Carrier to recover certain costs of its universal service contributions
from its customers.
Federal Universal Service Fund (FUSF): A fund administered by the Universal Service
Administrative Company (USAC) into which Telecommunications Carriers pay their
FUSF contributions.
Grandfathered Service: A service which is no longer available for new customers and is
limited to the current customer at their current locations with certain provisioning
limitations, including but not limited to upgrade denials, feature adds/changes and
responsible/billing party.
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 re-issuances, continuations, revisions,
extensions and re-examinations thereof, (b) trademarks, service marks, trade dress,
logos, trade names, domain names and corporate names, and translations, adaptations,
derivations and combinations thereof and goodwill associated therewith, and all
applications, registrations and 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).
Intellectual Property Claim: Any actual or threatened claim, action or proceeding relating
to Intellectual Property.
lnterexchange Carrier (IXC): A carrier that provides, directly or indirectly, lnterLATA or
lntraLATA Telephone Toll Service.
lnterexchange Service: Telecommunications Service between stations in different
exchange areas.
lnterLATA Toll Traffic: Telecommunications traffic between a point located in a LATA
and a point located outside such LATA.
lntraLATA Toll Traffic: Telecommunications traffic between two locations within one
LATA where one of the locations lies outside of the originating or terminating
Centurylink Local Calling Area as defined in Centurylink's local exchange Tariff on file
with the Commission.
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lntraLATA LEC Toll Traffic: means lntraLATA Toll traffic originated by the End Users of
CLEC acting in its capacity as a Local Exchange Carrier and not in its capacity as, or on
behalf of, an IXC.
ISP-Bound Traffic: For purposes of this Agreement, traffic that is transmitted to an
Internet Service Provider ("ISP") who is physically located in an exchange within the
same LCA of the originating End User, consistent with the ISP Remand Order (FCC 01-
131 ), 16 FCC Red. 9151 (2001 ). ISP-Bound Traffic does not include any VNXX Traffic.
Local Access and Transport Area (LATA): Shall have the meaning set forth in 47 U.S.C.
§153(31).
Local Calling Area (LCA): The Centurylink local exchange area, or mandatory
Extended Area Service (EAS) exchanges, as required by a State Commission or as
defined in Centurylink's local exchange Tariffs.
Local Exchange Carrier (LEC): Shall have the meaning set forth in 47 U.S.C. §153(32).
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 and Unbundled Network Elements for the purpose of
providing competitive local Telecommunications Services. Sometimes referred to as a
Service Order.
North American Numbering Plan (NANP): The system of telephone numbering
employed in the United States, Canada, and Caribbean countries for the allocation of
unique 10-digit directory numbers consisting of a three-digit area code, a three-digit
office code, and a four-digit line number. The plan also extends to format variations,
prefixes, and special code applications. NANP also sets rules for calls to be routed
across these countries.
Numbering Plan Area (NPA): 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
NPAs". 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.
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 ten-digit telephone number
within the NANP. Each NXX Code contains 10,000 station numbers.
Ordering and Billing Forum (OBF): An industry committee functioning under the
auspices of the Alliance for Telecommunications Industry Solutions (ATIS).
Operations Support Systems (OSS): The pre-ordering, ordering, provisioning,
maintenance and repair, and billing functions supported by Centurylink's databases and
information.
Party or Parties: Shall mean Centurylink, as described in the first paragraph of this
Agreement, or CLEC depending on the context and no other entity, Affiliate, Subsidiary
or assign. "Parties" refers collectively to both Centurylink and CLEC and no other
entities, Affiliates, Subsidiaries or assigns.
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Public Safety Answering Point (PSAP): An entity to whom authority has been lawfully
delegated to respond to public emergency telephone calls originating in a defined
geographic area, and may include public safety agencies such as police, fire, emergency
medical, etc., or a common bureau serving a group of such entities. A PSAP may act as
a primary or secondary, which refers to the order in which calls are directed for
answering. Primary PSAP is the PSAP to which 911 calls are routed directly from the
Selective Router and Secondary PSAPs receive calls transferred from the primary
PSAP.
Selective Router (SR): The equipment used to route 911 calls to the proper PSAP, or
other designated destinations, based upon the caller's location information and other
factors.
Service Affecting: A "Service Affecting" issue or dispute shall mean that such issue or
dispute, unless resolved, places a Party's End User in immediate or imminent risk of not
being able to use the service to which that End User subscribes.
Service Order: An order submitted by CLEC to Centurylink ordering or changing an
Unbundled Network Element, or other services and facilities (including any porting
requests) available in accordance with the terms of this Agreement.
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.
State: The State specified in Preface and Recitals section of this Agreement.
Subsidiary: A corporation or other legal entity that is majority owned by a Party.
Switched Access Services: 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 or
ISP-Bound Traffic or Toll VolP-PSTN Traffic will be considered Switched Access
Service. Switched Access Services includes, without limitation, the following: Feature
Group A, Feature Group B, Feature Group C, Feature Group D, 500, 700, 800 access
and 900 Access Services
Tariff: Any applicable Federal or state Tariff, price list or price schedule of a Party, as
amended from time-to-time, that provides for the terms , conditions and pricing of
Telecommunications Services. A Tariff filing may be required or voluntary and may or
may not be specifically approved by the Commission or FCC. In the event this
Agreement refers to a Tariff for a service or arrangement that is not offered, or is no
longer offered, under a Tariff, then the reference shall be deemed to refer to an
applicable price list or commercial offering.
Telcordia: Means Telcordia Technologies, Inc. which is a leading provider of software
and services for the Telecommunications industry, or any successor entity providing the
same functions which are referenced in this Agreement.
Telecommunications: Shall have the meaning set forth in 47 U.S.C. §153(50).
Telecommunications Carrier: Shall have the meaning set forth in 47 U.S.C. §153(51 ).
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.
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Telecommunications Service: Shall have the meaning set forth in 47 U.S.C. §153(53).
Telephone Exchange Service: Shall have the meaning set forth in 47 U.S.C. §153(54).
Telephone Toll or Telephone Toll Service: Telephone Toll traffic is telephone service
between stations in different exchange areas, and can be either "lntraLATA Toll Traffic"
or "lnterLATA Toll Traffic" depending on whether the originating and terminating points
are within the same LATA.
Time and Material Charges: Charges for non-standard or individual-case-basis work
requested by CLEC. "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.
Website: As used in this Agreement, shall mean: www.CenturyLink.com/wholesale
Wholesale Service: Telecommunication Services that Centurylink provides at retail
services to subscribers who are not Telecommunications Carriers as set forth in 47
U.S.C. §251 (c)(4) which Centurylink offers to qualified providers at a wholesale rate.
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ARTICLE 11. GENERAL TERMS AND CONDITIONS
3. APPLICATION OF THESE GENERAL TERMS AND CONDITIONS
3.1 Except as may otherwise be set forth in a particular Article or attachments
incorporated by reference within this Agreement, in which case the provisions
of such Article or attachment shall control, these General Terms & Conditions
apply to all Articles and Appendices of this Agreement.
4. POSITION OF THE PARTIES
4.1 This Agreement is an integrated package that reflects a balancing of interests
critical to the Parties. 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. CLEC agrees to
accept these terms and conditions with Centurylink based on this Agreement
as reciprocal where applicable. Furthermore, to the extent they apply to
Centurylink's provision of services and/or facilities to CLEC, such terms are
intended to apply only to the extent required by Applicable Law.
5. INTENTIONALL V LEFT BLANK
6. REGULATORY APPROVALS
6.1 This Agreement, and any amendment or modification hereof, will be
submitted to the Commission for approval in accordance with §252 of the Act
within thirty (30) Days after obtaining the last required Agreement signature.
Centurylink and CLEC shall use their best efforts to obtain approval of this
Agreement by any regulatory body having jurisdiction over this Agreement.
In the event any governmental authority or agency rejects any provision
hereof, the Parties shall negotiate promptly and in good faith such revisions
as may reasonably be required to achieve approval.
7. EFFECTIVE DATE, TERM AND TERMINATION
7.1 Effective Date. Subject to Section 6.1, this Agreement shall become effective
on the date of Commission Approval ("Effective Date"); however the Parties
may agree to implement the provisions of this Agreement upon execution by
both Parties.
7.1.1 Notwithstanding the above, 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 up to sixty (60) Days after execution by both
Parties to accommodate required initial processes. No order or
request for services under this Agreement shall be processed
nor shall any Centurylink obligation take effect before CLEC
has established a customer account with Centurylink and has
completed any implementation, planning, and forecasting
requirements as described in this Agreement.
7.2 Term. This Agreement shall continue for a period of three (3) years after
execution by both Parties (the "Initial Term), unless terminated earlier in
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accordance with the terms of this Agreement. If neither Party terminates this
Agreement as of the last day of the Initial Term, this Agreement shall
continue in force and effect on a month-to-month basis unless and until
terminated as provided in this Agreement.
7.2.1 Notwithstanding the above, Centurylink may terminate this
Agreement after six consecutive months of inactivity on the part
of CLEC. Inactivity is defined as CLEC's failure, as required in
this Agreement, to initiate the required pre-ordering activities,
CLEC's failure to submit any orders, or CLEC's failure to
originate or terminate any Local Traffic.
7.3 Notice of Termination. Either Party may terminate this Agreement effective
upon the expiration of the Initial Term by providing written notice of
termination (a "Notice of Termination") at least ninety (90) Days prior to the
last day of the Initial Term. Either Party may terminate this Agreement after
the Initial Term by providing a Notice of Termination at least thirty (30) Days
prior to the effective date of such termination. In addition, CLEC may
terminate this Agreement at any time prior to the expiration of the Initial Term
for its convenience (for any reason or no reason) by providing a Notice of
Termination at least ninety (90) Days prior to the effective date of such
termination.
7.4 Effect on Termination of Negotiating Successor Agreement. If either Party
provides Notice of Termination pursuant to Section 7.3 and, on or before the
noticed date of termination (the "End Date), either Party has requested
negotiation of a new Interconnection agreement, such notice shall be deemed
to constitute a Bona Fide Request to negotiate a replacement agreement for
Interconnection, services or Network Elements pursuant to §252 of the Act
and this Agreement shall remain in effect until the earlier of: (a) the effective
date of a new Interconnection agreement between CLEC and Centurylink;
or, (b) one hundred sixty (160) Days after the requested negotiation or such
longer period as may be mutually agreed upon, in writing , by the Parties, or
(c) the issuance of an order (or orders) by the Commission resolving each
issue raised in connection with any arbitration commenced within the
timeframe contemplated in (b) above. If a replacement agreement has not
been reached when the timeframe contemplated in (b) above expires and
neither Party has commenced arbitration, then Centurylink and CLEC may
mutually agree in writing to continue to operate on a month-to-month basis
under the terms set forth herein, subject to written notice of termination
pursuant to Section 7.3. Should the Parties not agree to continue to operate
under the terms set forth herein after one hundred eighty (180) Days, then
the provisions of Section 7.5 shall apply. The foregoing shall not apply to the
extent that this Agreement is terminated in accordance with Section 7.6 or
Section 7.7.
7.5 Termination and Post-Termination Continuation of Services. If either Party
provides Notice of Termination pursuant to Section 7.3 and, by 11 :59 p.m.
Central Time on the stated date of termination, neither Party has requested
negotiation of a new Interconnection agreement, (a) this Agreement will
terminate at 11 :59 p.m. Central Time on the termination date identified in the
Notice of Termination, and (b) the services and functions being provided by
Centurylink under this Agreement at the time of termination , including
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Interconnection arrangements and the exchange of Local Traffic, may be
terminated by Centurylink unless the Parties jointly agree to other continuing
arrangements.
7.6 Suspension or Termination Upon Default. Either Party may suspend or
terminate this Agreement, in whole or in part, in the event of a Default by the
other Party so long as 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) Days of the written notice thereof, provided however, that
any requirements for written notice and opportunity to cure with respect to the
failure to make timely payment of undisputed charges shall be governed
separately under Section 55.15. Following Centurylink's notice to CLEC of its
Default, Centurylink shall not be required to process new Service Orders
until the Default is timely cured.
7.7 Termination Upon Sale. Notwithstanding anything to the contrary contained
herein, a Party may terminate its obligations under 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 in compliance with the
terms and conditions of this Agreement. The selling or transferring Party
shall provide the other Party with at least sixty (60) 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.
7.8 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.
7.9 Predecessor Agreements.
7.9.1 Except as stated in Section 7.9.2 or as otherwise agreed in
writing by the Parties.
a. any prior Interconnection or resale agreement between the
Parties for the State pursuant to §252 of the Act and in
effect immediately prior to the Effective Date is hereby
terminated; and
b. any services that were purchased by one Party from the
other Party under a prior Interconnection or resale
agreement between the Parties for the State pursuant to
§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.
7.9.2 Except as otherwise agreed in writing by the Parties, if a service
purchased by a Party under a prior agreement between the
Parties pursuant to §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
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Effective Date and the service had not been terminated prior to
the Effective Date, to the extent not inconsistent with this
Agreement, such commitment shall remain in effect and the
service will be subject to 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.
7.9.3 If either Party elects to cancel the service commitment pursuant
to the proviso in Section 7.9.2, 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.
8. CLEC CERTIFICATION
8.1 Notwithstanding any other prov1s1on of this Agreement, Centurylink shall
have no obligation to perform under this Agreement until such time as CLEC
has obtained such FCC and Commission authorization(s) as may be required
by Applicable Law for conducting business in the State as a competitive local
exchange carrier. CLEC shall not be permitted to establish its account nor
place any orders under this Agreement until it has obtained such
authorization and provided proof of such to Centurylink. For the life of this
Agreement, CLEC must represent and warrant to Centurylink that .it remains
a certified local provider of Telephone Exchange Service within Centurylink's
Local Calling Area(s) in the State. At any time during the life of this
Agreement, CLEC will provide a copy of its current Certificate of Operating
Authority or other evidence of its status to Centurylink upon request. CLEC's
failure to maintain such authorization(s) as may be required by Applicable
Law for conducting business in the State as a CLEC shall be considered a
Default of Agreement.
9. APPLICABLE LAW
9.1 Parties' Agreement to Comply with Applicable Law. Each Party shall remain
in compliance with Applicable Law in the course of performing this
Agreement.
9.1.1
9.1.2
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.
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.
9.1 .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 and comply with
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Applicable Law in connection with the performance of its
obligations under this Agreement
9.2 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 had the opportunity to obtain 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.
9.3 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 Denver, Colorado. In all cases, choice of law shall
be determined without regard to a local State's conflicts of law provisions.
9.4 Severability. If any provision of this Agreement is held to be invalid, void or
unenforceable for any reason, such invalidity will affect only that specific
provision of the Agreement. In all other respects, this Agreement will stand
as if such provision had not been a part thereof, and the remainder of the
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. If the provision 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 negotiate an
amendment to this Agreement 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,
initiate Dispute Resolution pursuant to the terms of this Agreement, and any
resolution in favor of the affected Party will be considered retroactive to the
date Dispute Resolution was initiated. Notwithstanding the above, where the
affected provision is held to be invalid, void or unenforceable retroactively by
a court of competent jurisdiction, the resolution in favor of the affected Party
will be considered retroactive to the same extent, or to the extent specified in
the decision or twenty-four (24) months from the date Dispute Resolution was
initiated whichever is shorter.
10. CHANGES IN LAW
10.1 In the event of any amendment of the Act, any effective legislative action or
any effective regulatory or judicial order, rule, regulation, arbitration award,
dispute resolution procedures under this Agreement or other legal action
purporting to apply the provisions of the Act to the Parties or in which the
court, FCC or the Commission makes a generic determination that is
generally applicable which revises, modifies or reverses the Applicable Rules
(individually and collectively, "Amended Rules"), either Party may, by
providing written notice to the other Party, require that the affected provisions
of this Agreement be renegotiated in good faith and this Agreement shall be
amended accordingly within sixty (60) Days of the date of the notice to reflect
the pricing , terms and conditions of each such Amended Rules relating to any
of the provisions in this Agreement. Where a Party provides notice to the
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other Party within thirty (30) Days of the effective date of an order issuing a
legally binding change, any resulting amendment shall be deemed effective
on the effective date of the legally binding change or modification of the
Existing Rules for rates, and to the extent practicable for other terms and
conditions, unless otherwise ordered. In the event neither Party provides
notice within thirty (30) Days, the effective date of the legally binding change
shall be the Effective Date of the amendment unless the Parties agree to a
different date.
10.2 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,
arrangement, payment or benefit ("Discontinued Arrangements") otherwise
required to be provided to CLEC under this Agreement, then Centurylink
may discontinue the provision of any such service, facility, arrangement,
payment or benefit. Centurylink will provide thirty (30) Days prior written
notice to CLEC of any such discontinuation, unless a different notice period
or different conditions are specified by Applicable Law, in which event such
specified period and/or conditions shall apply. Immediately upon provision of
such written notice to CLEC, CLEC will be prohibited from ordering, and
Centurylink will not provide, new Discontinued Arrangements. The Parties
may amend this Agreement pursuant to the Amendment Section following to
reflect such change in Applicable Law. If CLEC disputes Centurylink's
discontinuance of such service, facility, arrangement, payment or benefit, the
dispute resolution procedures of this Agreement 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 CLEC unless
a definitive effective date is specified by Applicable Law.
10.3 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
CLEC 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. 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 this Agreement.
10.4 Notwithstanding any other provision of this Agreement to the contrary, the
Amendment Section following shall control. Should the Parties be unable to
reach agreement with respect to the applicability of such order or the
resulting appropriate modifications to this Agreement, either Party may invoke
the Dispute Resolution provisions of this Agreement. Centurylink may charge
rates to CLEC under this Agreement that are approved by the Commission in
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a generic cost proceeding, whether such action was commenced before or
after the Effective Date of this Agreement, as of the effective date of the
Commission decision and such ordered rates shall be implemented without
the requirement of an Amendment to this Agreement.
11. AMENDMENTS
11.1 Any amendment, modification, deletion or supplement to this Agreement
must be in writing, dated and signed by an authorized representative of each
Party and filed with the Commission, except for notices of Discontinued
Arrangements. The term "Agreement" shall include any such future
amendments, modifications, deletions and supplements.
12. ASSIGNMENT
12.1 If any Affiliate of either Party succeeds to that portion of the business of such
Party that is responsible for, or entitled to, any rights, obligations, duties, or
other interests under this Agreement, such Affiliate may succeed to those
rights, obligations, duties, and interest of such Party under this Agreement.
In the event of any such succession hereunder, the successor shall expressly
undertake in writing to the other Party the performance and liability for those
obligations and duties as to which it is succeeding a Party to this Agreement.
12.2 Except as provided in Section12.1, any assignment of this Agreement or of
the obligations to be performed, in whole or in part, or of any other interest of
a Party hereunder, without the other Party's written consent, shall be void.
Upon a request by a Party for such consent, the other Party shall not
unreasonably withhold or delay such consent, provided however, that
reasonable grounds for withholding consent would include, without limitation,
the existence of any material Default by the requesting Party. For purposes
of this paragraph, a Party shall be considered to be in material Default if there
are any outstanding undisputed amounts owed that have not been paid by
the due date.
12.3 If a Party uses products or services obtained from the other Party under this
Agreement to serve End Users, then such Party may not make any sale or
transfer of such End User accounts, or any facilities used to serve such End
Users, unless the purchaser or transferee has executed a written agreement
to assume liability for any outstanding unpaid balances owed to the other
Party under this Agreement for such services and products. Notwithstanding
any assumption of liability by the purchaser or transferee, the Party selling or
transferring such End User accounts, or facilities, shall remain jointly liable for
the unpaid balances until the same are satisfied, in full , unless the selling or
transferring Party obtains a written release of liability from the other Party,
which release shall be at the reasonable discretion of the other Party.
12.4 If a Party seeks to transfer only a portion of facilities ordered pursuant to this
Agreement, while retaining other facilities, then such transfer shall be treated
as a disconnection and subsequent activation, subject to applicable
disconnection and activation charges for such facilities , including any early
termination fees, if applicable.
13. CONFIDENTIAL INFORMATION
13.1 All information which is disclosed by one Party (Disclosing Party) to the other
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(Recipient) in connection with this Agreement, or acquired in the course of
performance of this Agreement, shall be deemed confidential and proprietary
to the Disclosing Party and subject to this Agreement, except as provided in
Section 13.5 below or as specifically provided elsewhere in this Agreement.
Such information includes but is not limited to, orders for services, usage
information in any form, and CPNI as that term is defined by the Act and the
rules and regulations of the FCC, and where applicable, the rules and
regulations of the Commission (Confidential Information).
13.2 Each Party agrees to use Confidential Information only for the purpose of
performing under this Agreement, to hold it in confidence, to disclose it only
to employees or agents who have a need to know it in order to perform under
this Agreement, and to safeguard Confidential Information from unauthorized
use or Disclosure using no less than the degree of care with which Recipient
safeguards its own Confidential Information.
13.3 Recipient may disclose Confidential Information if required by law, a court, or
governmental agency, if the Disclosing Party has been notified of the
requirement promptly after Recipient becomes aware of the requirement, and
the Recipient undertakes all lawful measures to avoid disclosing such
information until Disclosing Party has had reasonable time to obtain a
protective order. Recipient will comply with any protective order that covers
the Confidential Information to be disclosed.
13.4 Neither Party shall produce, publish, or distribute any press release nor other
publicity referring to the other Party or its Affiliates, or referring to this
Agreement, without the prior written approval of the other Party. Each Party
shall obtain the other Party's prior approval before discussing this Agreement
in any press or media interviews. In no event shall either Party
mischaracterize the contents of this Agreement in any public statement or in
any representation to a governmental entity or member thereof.
13.5 Recipient shall have no obligation to safeguard Confidential Information
which was in the Recipient's possession free of restriction prior to its receipt
from Disclosing Party, which becomes publicly known or available through no
breach of this Agreement by Recipient, which is rightfully acquired by
Recipient free of restrictions on its Disclosure, or which is independently
developed by personnel of Recipient to whom the Disclosing Party's
Confidential Information had not been previously disclosed.
13.6 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 five (5) years from the date of the initial
disclosure of the Confidential Information .
13. 7 Each Party agrees that in the event of a breach of this Section by Recipient
or its representatives, Disclosing Party shall be entitled to equitable relief,
including injunctive relief and specific performance. Such remedies shall not
be exclusive, but shall be in addition to all other remedies available at law or
in equity.
13.8 Unless otherwise agreed, neither Party shall publish or use the other Party's
logo, trademark, service mark, name, language, pictures, symbols or words
from which the other Party's name may reasonably be inferred or implied in
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any product, service, advertisement, promotion, or any other publicity matter,
except that nothing in this paragraph shall prohibit a Party from engaging in
valid comparative advertising. This Section shall confer no rights on a Party
to the service marks, trademarks and trade names owned or used in
connection with services by the other Party or its Affiliates, except as
expressly permitted by the other Party.
13.9 Except as otherwise expressly provided in this Section, nothing herein shall
be construed as limiting the rights of either Party with respect to its customer
information under any Applicable Law, including without limitation §222 of the
Act.
14. CONSENT
14.1 Except as otherwise expressly stated in this Agreement, 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, except where such action is stated to be within a Party's sole
discretion.
15. CONTACTS BETWEEN THE PARTIES
15.1 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 on the Centurylink
Website, and any updates also will be provided on the Website. Information
contained on the Website will include a single contact telephone number for
Centurylink's CLEC Service Center (via an 800#) that CLEC may call for all
ordering and status inquiries and other day-to-day inquiries at any time during
the Business Day. In addition, the Website will provide CLEC with contact
information for the personnel and/or organizations within Centurylink capable
of assisting CLEC with inquiries regarding the ordering, provisioning and
billing of Interconnection, UNE and resale services. Included in this
information will be the contact information for a person or persons to whom
CLEC can escalate issues dealing with the implementation of the Agreement
and/or for assistance in resolving disputes arising under the Agreement.
16. GENERAL DISPUTE RESOLUTION
16.1 The following provisions apply to dispute resolution under the Agreement,
except that the terms of Section 55 shall also apply to the resolution of any
billing disputes.
16.2 Alternative to Litigation. Except as provided under §252 of the Act with
respect to the approval of this Agreement by the Commission, the Parties
desire to resolve disputes arising out of or relating to this Agreement without
litigation. Accordingly, except for an action seeking a temporary restraining
order, an injunction related to the purposes of this Agreement, or suit to
compel compliance with this dispute resolution process, the Parties agree
that the following resolution procedures shall be used. The dispute resolution
provisions of this Section shall not preclude the Parties from seeking relief
available in any other forum.
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16.2.1
16.2.2
16.2.3
16.2.4
16.2.5
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A Party may not submit a dispute to any court, commission or
agency of competent jurisdiction for resolution unless at least
sixty (60) Days have elapsed after the Party asserting the
dispute has given written notice of such dispute to the other
Party. Such notice must explain in reasonable detail the specific
circumstances and grounds for each disputed item. If a Party
gives notice of a billing dispute more than thirty (30) Days after
the billing date and has not paid the Disputed Amounts by the
payment due date, then the notice of such dispute shall be
deemed to have been given thirty (30) Days after the billing date
for purposes of calculating the time period before such dispute
may be submitted to any court, commission or agency of
competent jurisdiction for resolution.
The Parties shall meet or confer as often as they reasonably
deem necessary in order to discuss the dispute and negotiate in
good faith in an effort to resolve such dispute. The specific
format for such discussions will be left to the discretion of the
Parties, provided, however, that all reasonable requests for
relevant, non-privileged, information made by one Party to the
other Party shall be honored, and provided that the following
terms and conditions shall apply:
If the Parties are unable to resolve the dispute in the normal
course of business within thirty (30) Days after delivery of notice
of the Dispute (or such longer period as may be specifically
provided for in other provisions of this Agreement), then upon
the request of either Party, the dispute shall be escalated to
other representatives of each Party that have more authority
over the subject matter of the dispute. Referral of a dispute by a
Party to its legal counsel shall be considered an escalation for
purposes of this paragraph.
If the Parties are unable to resolve the dispute within sixty (60)
Days after delivery of the initial notice of the dispute, then either
Party may file a petition or complaint with any court, commission
or agency of competent jurisdiction seeking resolution of the
dispute. The petition or complaint shall include a statement that
both Parties have agreed (by virtue of this stipulation) to request
an expedited resolution within sixty (60) Days from the date on
which the petition or complaint was filed, or within such shorter
time as may be appropriate for any Service Affecting dispute.
If the court, commission or agency of competent jurisdiction
appoints an expert(s), a special master, or other facilitator(s) to
assist in its decision making, each Party shall pay half of the
fees and expenses so incurred. A Party seeking discovery shall
reimburse the responding Party the reasonable costs of
production of documents (including search time and
reproduction costs). Subject to the foregoing, each Party shall
bear its own costs in connection with any dispute resolution
procedures, and the Parties shall equally split the fees of any
arbitration or arbitrator that may be employed to resolve a
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16.2.6
dispute.
During dispute resolution proceedings conducted by any court,
commission or agency of competent jurisdiction each Party shall
continue to perform its obligations under this Agreement
provided, however, that neither Party shall be required to act in
any unlawful fashion.
16.2.7 A dispute which has been resolved by a written settlement
agreement between the Parties or pursuant to a determination
by any court, commission or agency of competent jurisdiction
may not be resubmitted under the dispute resolution process.
17. INTENTIONALL V LEFT BLANK
18. INTENTIONALLY LEFT BLANK
19. ENTIRE AGREEMENT
19.1 This Agreement, including all parts and subordinate documents attached
hereto or referenced herein , all of which are hereby incorporated by reference
herein, constitutes the entire agreement of the Parties pertaining to the
subject matter of this Agreement and supersedes all prior and
contemporaneous agreements, negotiations, proposals, and representations,
whether written or oral, 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.
19.2 The Parties acknowledge and agree that they have had adequate opportunity
to negotiate this Agreement pursuant to a give and take process, and that the
inclusion or exclusion of any provisions within this Agreement shall be without
prejudice to either Party's right to advocate for different rights or obligations to
apply under any circumstances other than the exercise and enforcement of
and the rights and obligations hereunder. The provisions of this Agreement
shall not be deemed or considered to have any probative value as to the
substance of either Party's rights or advocacy positions concerning the
matters set forth herein, nor deemed to constitute acquiescence or a waiver
by either Party with respect to such matters under any circumstances other
than the exercise and enforcement of and the rights and obligations
hereunder, nor shall either Party be estopped or otherwise precluded from
asserting any such rights reserved hereunder at any time hereafter in any
forum, without any diminishment of such rights based upon the passage of
time or any course of conduct which is consistent with the Agreement.
19.3 To the extent this Agreement contains any provisions which are not governed
by 47 U.S.C. §251 and which could otherwise be addressed in a separate
stand-alone agreement, such inclusion does not subject such provisions to
the compulsory arbitration or other provisions of 47 U.S.C. §252, and the
Parties do not waive any position they may have with respect to the
applicability or non-applicability of such federal statutes to any provisions
hereof.
20. FORCE MAJEURE
20.1 In the event that performance of this Agreement, or any obligation hereunder,
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is either directly or indirectly prevented, restricted, or interfered with by
reason of fire , flood, earthquake, unusually severe weather, epidemics or like
acts of God, nuclear accidents, power blackouts, 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, 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.
20.2 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.
Notwithstanding the provisions of Section 20.1 above, in no case shall a
Force Majeure Event excuse either Party from an obligation to pay money as
required by this Agreement (for the avoidance of doubt, the other Party will
not be required to pay for goods or services not provided by the affected
Party as a result of a Force Majeure Event unless and until such goods or
services are actually provided).
20.3 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.
21. FRAUD
21.1 The Parties agree that they shall cooperate with one another to investigate,
minimize and take corrective action in cases of fraud. Centurylink will
cooperate in good faith but shall bear no responsibility for, nor is it required to
investigate or make adjustments to, CLEC's account in cases of fraud. The
Parties' fraud minimization procedures are to be cost effective and
implemented so as not to unduly burden or harm one Party as compared to
the other.
22. HEADINGS
22.1 The headings and numbering of Sections and Parts in this Agreement are for
convenience and identification only and shall not be construed to define or
limit any of the terms herein or affect the meaning or interpretation of this
Agreement.
23. INTELLECTUAL PROPERTY
23.1 CLEC acknowledges that its right under this Agreement to interconnect with
Centurylink's network and to unbundle and/or combine Centurylink's
Unbundled Network Elements (including combining with CLEC's Network
Elements) may be subject to or limited by Intellectual Property rights
(including, without limitation, patent, copyright, trade secret, trademark,
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service mark, trade name and trade dress rights) and other rights of third
parties.
23.2 CLEC 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 rights (including, without limitation, patent, copyright,
trade secret, trademark, service mark, trade name and trade dress rights)
and other rights of third parties.
23.3 Upon written request by CLEC, 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 Interconnection, UNEs,
services and facilities to CLEC (Additional Rights and Licenses). CLEC shall
promptly reimburse Centurylink for all costs incurred by Centurylink and/or
Centurylink's Affiliates in connection with the procurement of Additional
Rights and Licenses, including without limitation all software license fees
and/or maintenance fees, or any increase thereof, incurred by Centurylink or
any Centurylink Affiliate. Centurylink shall have the right to obtain
reasonable assurances of such prompt reimbursement by CLEC prior to the
execution by Centurylink or any Centurylink Affiliate of any new agreement
or extension of any existing agreement relating to any Additional Rights and
Licenses. In the event CLEC fails to promptly reimburse Centurylink for any
such cost, then, in addition to other remedies available to Centurylink under
this Agreement, Centurylink shall have no obligation to provide to CLEC any
Unbundled Network Element, product, service or facility to which such
Additional Rights and Licenses relate until payment is made. In the event
any Unbundled Network Element to which the Additional Rights and Licenses
relate is provided to any carrier(s) other than Centurylink, Centurylink's
Affiliates and CLEC, Centurylink shall reasonably apportion among CLEC
and such non-Centurylink carriers, on a prospective basis only, the costs
incurred by Centurylink and/or its Affiliates in connection with the
procurement and continuation of such Additional Rights and Licenses;
provided, however, that such apportionment shall not apply to any previously
incurred costs and shall apply only for the period of such provision to such
carrier(s).
23.4 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.
23.5 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.
23.6 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
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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.
23.7 Except as provided in Section 23.3 and/or Section 25.1, 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.
23.8 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.
24. LAW ENFORCEMENT
24.1 Except to the extent not available in connection with Centurylink's operation
of its own business, Centurylink shall provide assistance to law enforcement
persons for emergency traps, assistance involving emergency traces and
emergency information retrieval on customer invoked CLASS services,
twenty-four (24) hours per day, seven (7) days a week.
24.2 Except where prohibited by a subpoena, civil investigative demand, or other
legal process, Centurylink agrees to work jointly with CLEC in security
matters to support law enforcement agency requirements for traps, traces,
court orders, etc. CLEC shall be responsible for and shall be billed for any
charges associated with providing such services for CLEC's End Users.
24.3 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.
24.4 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
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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.
24.5 Each Party represents and warrants that any equipment, facilities or services
provided to the other Party under this Agreement comply with the GALEA.
Each Party shall indemnify and hold the other Party harmless from any and
all penalties imposed upon the other Party for such noncompliance and shall
at the non-compliant Party's sole cost and expense, modify or replace any
equipment, facilities or services provided to the other Party under this
Agreement to ensure that such equipment, facilities and services fully comply
with GALEA.
25. LIABILITY AND INDEMNIFICATION
25.1 Indemnification Against Third-Party Claims. 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
"lndemnitee Group), from any and all Claims (as hereinafter defined).
25.1.1 For purposes of this Section 25, "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 breach of this Agreement;
(ii) the Indemnifying Party's misrepresentation, fraud or other
misconduct;
(iii) the Indemnifying Party's negligent or willful misconduct or
omissions;
(iv) 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;
(v) the Indemnifying Party's liability in relation to any wrongful
disclosure of private or personal matters or material which
is defamatory; or
(vi) the Indemnifying Party's wrongful use or unauthorized
disclosure of data; or
(b) that arises out of:
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25.1.2
25.1.3
(i) any act or om1ss1on of the Indemnifying Party or its
subcontractors or agents relating to the Indemnifying
Party's performance or obligations under this Agreement or
the Indemnifying Party's use of any services or facilities
obtained from or provided by the other Party under this
Agreement;
(ii) any act or omission of the Indemnifying Party's
customer(s) or End User(s) pertaining to the services or
facilities provided under this Agreement;
(iii) the bodily injury or death of any person, or the loss or
disappearance of or damage to the tangible property of
any person, relating to the Indemnifying Party's
performance or obligations under this Agreement;
(iv) the Indemnifying Party's design, testing, manufacturing,
marketing, promotion, advertisement, 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 (other than applicable
employee claimant(s)).
For purposes of this Section, "Reasonable costs and attorneys'
fees," as used in this Section , includes without limitation fees and
costs incurred to interpret or enforce this Section.
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.
25.2 Each Party shall indemnify the other Party from all Claims by the
indemnifying Party's End Users pertaining to the services or facilities
provided under this Agreement.
25.3 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, WHETHER EXPRESS
OR IMPLIED, AS TO THE QUALITY, FUNCTIONALITY OR
CHARACTERISTICS OF THE SERVICES AND PRODUCTS PROVIDED BY
THE PARTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
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WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A
PARTICULAR PURPOSE,. 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.
NO REPRESENTATION OR STATEMENT MADE BY EITHER PARTY OR
ANY OF ITS AGENTS OR EMPLOYEES, ORAL OR WRITTEN,
INCLUDING, BUT NOT LIMITED TO, ANY SPECIFICATIONS,
DESCRIPTION OR STATEMENTS PROVIDED OR MADE SHALL BE
BINDING UPON EITHER PARTY AS A WARRANTY.
25.4 Limitation of Liability; Disclaimer of Consequential Damages; Exceptions.
25.4.1 EXCEPT AS PROVIDED IN SECTION 25.4.2, 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.
25.4.2 The limitation of liability under Section 25.4.1 does not apply to
the following:
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a. Indemnification under Section 25. 1 ;
b. Breach of any obligation of confidentiality referenced in
this Agreement;
c. Violation of security procedures;
d. Any breach by CLEC of any prov1s1on relating to
CLEC's access to or use of Operations Support
Systems;
e. Failure to properly safeguard, or any misuse of,
customer data;
f. Statutory damages;
g. Liability for intentional or willful misconduct;
h. Liability arising under any applicable Centurylink Tariff;
i. Liability arising under any indemnification provision
contained in this Agreement or any separate
agreement or Tariff related to provisioning of 911 /E911
Services ;
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j. Each Party's obligations under Section 24 of this
Agreement;
k. Section 25.5.2 and/or Section 25.5.4 of this
Agreement;
I. Section 35 of this Agreement; and/or
m. Liability arising under any indemnification prov1s1on
contained in a separate agreement or Tariff related to
provisioning of Directory Listing or Directory Assistance
Services.
25.5 Miscellaneous Limitations. In addition to the general limitation of liability in
this Section 25, the following shall also limit a Party's liability under this
Agreement.
25.5.1
25.5.2
25.5.3
25.5.4
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Inapplicability of Tariff Liability. Any general liability, as
described in a Party's local exchange or other Tariffs, does not
extend to the other Party, the other Party's End User(s),
suppliers, agents, employees, or any other third parties. Liability
of one Party to the other Party resulting from any and all causes
arising out of services, facilities, UNEs 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. Centurylink shall not
be liable for any loss, claims, liability or damages asserted by
CLEC, CLEC's End User(s), suppliers, agents, employees, or
any other third parties where CLEC combines or Commingles
such components with those components provided by
Centurylink to CLEC,
CLEC Contracts. CLEC shall include language in its future
contracts for services provided to third parties and its End Users
using products, services, facilities or UNEs obtained from
Centurylink, providing that in no case shall CLEC's suppliers or
contractors (including 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
of the possibility of such damages, and CLEC shall indemnify,
defend and hold harmless Centurylink and Centurylink's
lndemnitee Group from any and all claims, demands, causes of
action and liabilities by or to, and based on any reason
whatsoever, CLEC , CLEC's End User(s), suppliers, agents,
employees, or any other third parties.
Nothing in this Agreement shall be deemed to create a third
party beneficiary relationship between a Party and any of the
other Party's End Users, suppliers, agents, employees, or any
other third parties.
No Liability for Errors. Centurylink is not liable for mistakes in
their respective signaling networks (including but not limited to
signaling links and Signaling Transfer Points (STPs)) and call-
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related databases (including but not limited to the Line
Information Database (LIDS), Toll Free Calling database, local
Number Portability database, Advanced Intelligent Network
databases, Calling Name database (CNAM), 911/E911
databases, and OS/DA databases).
25.5.5 Centurylink shall be liable for damage to or destruction of CLEC's equipment
and other Premises only if such damage or destruction is caused by
Centurylink's sole negligence or willful misconduct.
26. SUBCONTRACTORS
26.1 A Party may use a contractor or service partner (including, but
not limited to, an Affiliate of the Party) to perform the Party's
obligations under this Agreement. A Party's use of a contractor
or service partner shall not release the Party from any duty or
liability to fulfill the Party's obligations under this Agreement.
27. INSURANCE
27.1 During the term of this Agreement, CLEC shall, at its own cost and expense,
maintain insurance as required hereunder. The insurance coverage will be
from a company, or companies, with an A.M. Best's rating of A-VII or better
and licensed to do business in each state where the services are performed
and/or facilities provided by the Parties pursuant to this Agreement. CLEC
may obtain all insurance limits through any combination of primary and
excess or umbrella liability insurance. CLEC will require its subcontractors to
maintain proper insurance applicable to the type and scope of work to be
performed related to this agreement.
27.1.1 Commercial General Liability with limits of not less than
$1,000,000 per occurrence and $2,000,000 aggregate covering
bodily injury, property damage, personal and advertising injury,
contractual liability and products/completed operations;
27.1.2
27.1.3
Commercial Automobile liability, including all owned, non-owned
and hired automobiles, in an amount of not less than $1,000,000
combined single limit per occurrence for bodily injury and
property damage;
Workers Compensation with statutory limits in the state where
the services are performed and/or facilities provided by the
Parties pursuant to this Agreement including Employer's Liability
or "Stop Gap" insurance with limits of not less than $500,000
each accident or disease;
27.1.4 "All Risk" property insurance on a full replacement cost basis
insuring CLEC's property situated on or within any Centurylink
Premises. CLEC may elect to insure business interruption and
contingent business interruption, as it is agreed that Centurylink
has no liability for loss of profit or revenues should an
interruption of service occur.
27.2 Nothing contained in this Section shall limit CLEC's liability to Centurylink to
the limits of insurance certified or carried.
27.3 Centurylink, its Affiliates, subsidiaries, and parent, as well as the officers,
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directors, employees and agents of all such entities will be included as
additional insured on the policies described in subsections 27.1.1 and 27.1.2
above. CLEC shall cause its insurers waive their rights of subrogation
against Centurylink, its Affiliates, subsidiaries, and parent, as well as the
officers, directors, employees and agents of all such entities for all the
coverage described above unless such endorsement is prohibited by law or
regulation. The coverage described in subsection 27.1.1 will be primary and
not contributory to insurance which may be maintained by Centurylink, but
only for the actions of CLEC or those who the CLEC is responsible. Prior to
commencement of work under this Agreement and upon renewal of each
policy described above, CLEC will furnish to Centurylink evidence of the
insurance required herein.
28. NON-EXCLUSIVE REMEDIES
28.1 Except as otherwise provided herein, all rights of termination, cancellation or
other remedies prescribed in this Agreement, or otherwise available, are
cumulative and are not intended to be exclusive of other remedies to which
the injured Party may be entitled to under this Agreement or at law or in
equity in case of any breach or threatened breach by the other Party of any
provision of this Agreement, and use of one or more remedies shall not bar
use of any other remedy for the purpose of enforcing the provisions of this
Agreement.
29. RESERVATION OF RIGHTS
29.1 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 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, (c) to challenge the
lawfulness and propriety of, and to seek to change, any Applicable Law,
including, but not limited to any rule, regulation, order or decision of the
Commission, the FCC, or a court of applicable jurisdiction. Nothing in this
Agreement shall be deemed to limit or prejudice any position a Party has
taken or may take before the Commission, the FCC, any other state or
federal regulatory or legislative bodies, courts of applicable jurisdiction, or
industry fora. The provisions of this Section shall survive the expiration ,
cancellation or termination of this Agreement.
30. NOTICES
30.1 Any notices required by or concerning 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; (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; (d) on the
date of an email, when such notices are sent to the addresses specified
below; or (e) upon sending of such notice with confirmation of successful
receipt of the entire transmission (in the case of facsimile transmission).
30.2 Notices conveyed pursuant to this Section shall be delivered to the following
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addresses of the Parties or to such other address as either Party shall
designate by proper notice,
31. REFERENCES
Centurylink
Director Wholesale Contracts
930 15th Street, 6th Floor
Denver, CO 80202
Email: intagree@centurylink.com
Phone: 303-672-2879
With copy to Centurylink at the address shown below
Centurylink Law Department
Associate General Counsel, Interconnection
1801 California Street, 9th Floor
Denver, CO 80202
Email: Legal. I nterconnection@centurylink.com
Phone : 303-383-6553
CLEC at the address shown below:
DISH Network L.L.C.
Brian McIntyre, V.P. Product Management
9601 S. Meridian Blvd.
Englewood, CO 80112-5905
Email: Brian.Mclntyre@dish.com
Phone: 303.723.2903 (office)
303.723.3806 (fax)
With copy to
dishNET Wireline, LLC
Office of the General Counsel
9601 S. Meridian Blvd.
Englewood, CO 80112-5905
31.1 All references to Articles, Sections, attachments, Tables and the like shall be
deemed to be references to Articles , Sections, attachments and Tables of this
Agreement unless the context shall otherwise require.
32. RELATIONSHIP OF THE PARTIES
32.1 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.
32.2 Nothing in this Agreement shall make either Party or a Party's employee an
employee of the other, create a partnership, joint venture, or other similar
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relationship between the Parties, or grant to either Party a license, franchise,
distributorship or similar interest.
32.3 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.
32.4 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.
32.5 Except as provided by Section 26, 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.
32.6 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.
32.7 The relationship of the Parties under this Agreement is a non-exclusive
relationship.
32.8 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 Section.
33. SUCCESSORS AND ASSIGNS -BINDING EFFECT
33.1 This Agreement shall be binding on and inure to the benefit of the Parties and
their respective legal successors and permitted assigns.
34. SURVIVAL
34.1 The rights, liabilities and obligations of a Party for acts or omissions occurring
prior to the expiration 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, Section13), limitation or
exclusion of liability, indemnification or defense (including, but not limited to,
Section 25), 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, or termination of this
Agreement, shall survive the expiration or termination of this Agreement.
35. TAXES/FEES
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35.1 Any State or local excise, sales, or use taxes (defined in Sections 35.3 and
35.4) and fees/regulatory surcharges (defined in Section 35.5) 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.
35.2 Notwithstanding anything to the contrary contained herein, CLEC is
responsible for furnishing tax exempt status information to Centurylink at the
time of the execution of the Agreement. CLEC is also responsible for
furnishing any updates or changes in its tax exempt status to Centurylink
during the Term of this Agreement. In addition, CLEC 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 CLEC's representations to Centurylink
concerning the status of CLEC's claimed tax exempt status, if any, and its
impact on this Section 35 are subject to the indemnification provisions of
Section 25, which, for purposes of this Section, serve to indemnify
Centurylink.
35.3 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.
35.4 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 Party or
property taxes. Taxes shall not include payroll withholding taxes unless
specifically required by statute or ordinance.
35.5 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
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Party. Fees/regulatory surcharges shall include but not be limited to E-
911 /911 , other N11, franchise fees, and Commission surcharges.
36. TERRITORY
36.1 This Agreement applies to the territory in which Centurylink operates as an
ILEC in the State. Centurylink shall be obligated to provide services under
this Agreement only within this territory.
36.2 Notwithstanding any other provision of this Agreement, Centurylink may
terminate this Agreement as to a specific operating territory or portion thereof
pursuant to Section 7.7 of this Agreement.
37. THIRD-PARTY BENEFICIARIES
37.1 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 person or entity not a Party hereto
(including, but not limited to, customers or contractors of a Party) with any
rights (including, but not limited to, any third-party beneficiary rights)
remedies, claims or rights of action 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.
38. USE OF SERVICE
38.1 Each Party shall make commercially reasonable efforts to ensure that its End
Users 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.
39. FEDERAL JURISDICTIONAL AREAS
39.1 To the extent that Centurylink has contracts with federal entities that limit or
prohibit the ability of CLEC to provide resale and/or UNEs, such contracts will
govern Telecommunications Services in areas or structures used for military
purposes (Federal Enclaves). Thus, Telecommunications Services to such
Federal Enclaves are not subject to the jurisdiction of the Commission, and
the Parties agree that Services provided within Federal Enclaves are not
within the scope of this Agreement.
40. WAIVER
40.1 Waiver by either Party of any Default by the other Party shall not be deemed
a waiver of any other Default. 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.
41. WITHDRAWAL OF SERVICES
41.1 Notwithstanding anything contained in this Agreement, except as otherwise
required by Applicable Law, Centurylink may terminate its offering and/or
provision of any particular service offering covered by this Agreement upon at
least thirty (30) Days prior written notice to CLEC.
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42. TECHNOLOGYUPGRADES
42.1 Notwithstanding any other prov1s1on of this Agreement, Centurylink may
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 of new equipment or software or otherwise. CLEC
shall be solely responsible for the cost and activities associated with
accommodating such changes in its own network.
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ARTICLE Ill. IMPLEMENTATION
The terms of this Article address the requirements for the implementation of this Agreement
between the Parties. Notwithstanding the above, to the extent permitted by Agreement terms
and Applicable Law, any terms in this Article may be invoked or otherwise remain applicable
subsequent to the initial implementation of this Agreement.
43. IMPLEMENTATION PLAN
43.1 This Agreement together with the Standard Practices and any Tariff terms
incorporated herein by reference, set forth the overall standards of
performance for the services, processes, and systems capabilities that the
Parties will provide to each other, and the intervals at which those services,
processes and capabilities will be provided. The Parties understand that the
arrangements and provision of services described in this Agreement shall
require technical and operational coordination between the Parties. To the
extent not otherwise specified or incorporated by reference herein, the
Parties agree to work cooperatively to identify those processes, guidelines,
specifications, standards and additional terms and conditions necessary to
support and satisfy the standards set forth in this Agreement and implement
each Party's obligations hereunder.
43.2 Dispute Resolution. If the Parties are unable to agree upon any of the
matters to be included in the Implementation Plan, then either Party may
invoke the procedures set forth in Section16.
44. SECURITY DEPOSIT
44.1 Centurylink reserves the right to secure the account at any time with a
suitable security deposit in the form and amounts set forth herein. If payment
of the security deposit is not made within thirty (30) Days of the request,
Centurylink may stop processing orders for service and Carrier will be
considered in material breach of the Agreement.
44.2 Security deposits shall take the form of cash or cash equivalent, an
irrevocable letter of credit or other form of security acceptable to Centurylink.
44.3 If a security deposit is required on a new account, CLEC will remit such
security deposit prior to inauguration of service. If a security deposit is
requested or increased for an existing account, payment of the security
deposit will be made prior to acceptance by Centurylink of additional orders
for service.
44.4 Security deposits shall be in an amount equal to two (2) months' estimated
billings as calculated by Centurylink, or twice the most recent month's
invoices from Centurylink for existing accounts. All security deposits will be
subject to a minimum deposit level of $10,000.
44.5 The fact that a security deposit has been made in no way relieves CLEC from
complying with Centurylink's regulations as to advance payments and the
prompt payment of bills on presentation, nor is it a waiver or modification of
the regular practices of Centurylink for the discontinuance of service for
non-payment of any sums due Centurylink.
44.6 Centurylink may require an increase in the security deposit when (i) the
amount of the deposit currently held by Centurylink is less than two (2)
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months' estimated billings, or (ii) when gross monthly billing has increased
beyond the level initially used to determine the security deposit.
44. 7 Any security deposit shall be held by Centurylink as a guarantee of payment
of any charges for services billed to CLEC pursuant to this Agreement or in
connection with any other services provided to CLEC by Centurylink.
Centurylink may exercise its right to credit any cash deposit to CLEC's
account, or to demand payment from the issuing bank or bonding company of
any irrevocable bank letter of credit, upon the occurrence of any one of the
following events:
44.8
44.9
44.10
44.7.1 when CLEC's undisputed balances due to Centurylink are more
than thirty (30) Days past due; and/or
44.7.2
44.7.3
44.7.4
44.7.5
44.7.6
to the extent permitted by Applicable Laws, when CLEC files for
protection under the bankruptcy laws; and/or
to the extent permitted by Applicable Laws, when an involuntary
petition in bankruptcy is filed against CLEC and is not dismissed
within sixty (60) Days ; and/or
when this Agreement expires or terminates; and/or
any letter of credit issued hereunder or any bank issuing a letter
of credit hereunder (each, a "Letter of Credit Bank) fails to meet
the terms, conditions, and requirements set forth below in this
Section; and/or
CLEC fails to provide Centurylink with a replacement letter of
credit on the terms set forth herein at least ten (10) Business
Days prior to the expiration of any letter of credit issued to
Centurylink hereunder.
If any security deposit held by Centurylink is applied as a credit toward
payment of CLEC's balances due to Centurylink, then Centurylink may
require CLEC to provide a new deposit. If payment of the new deposit is not
made within thirty (30) Days of the request, Centurylink may stop processing
orders for service and CLEC will be considered in breach of the Agreement.
Any security deposit may be held during the continuance of the service as
security for the payment of any and all amounts accruing for the service. No
interest will accrue or be paid on deposits.
Any letter of credit issued to Centurylink hereunder must meet the following
requirements:
44.10.1 The bank issuing any letter of credit hereunder (the "Letter of
Credit Bank) must maintain a minimum credit rating of A (by
Standard & Poor's) or A2 (by Moody's). If CLEC proposes that
the letter of credit be issued by a bank that is not so rated by
Standard & Poor's or Moody's, then CLEC must obtain the prior
written approval by Centurylink to use such bank as the Letter
of Credit Bank.
44.10.2 The original letter of credit shall be in such form and on terms
that are acceptable to Centurylink and must include an
automatic one-year renewal extension.
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44.10.3
44.10.4
If CLEC receives notice from the Letter of Credit Bank of any
non-renewal of a letter of credit issued hereunder, then CLEC
shall promptly give written notice to Centurylink of such notice
of non-renewal. Not later than ten (10) Business Days prior to
the expiration of the letter of credit, CLEC shall provide
Centurylink a replacement letter of credit on substantially
identical terms to the existing letter of credit (or such other terms
as are acceptable to Centurylink). If CLEC provides a
replacement letter of credit not later than ten (10) Business Days
prior to the expiration of the expiring letter of credit, then
Centurylink shall not make a drawing under the expiring letter of
credit. Upon receipt of a replacement letter of credit meeting the
requirements set forth in this Agreement, Centurylink will
provide the original, expiring letter of credit to CLEC.
If CLEC desires to replace any letter of credit issued to
Centurylink hereunder, whether due to non-renewal or
otherwise, each such replacement letter of credit and the Letter
of Credit Bank issuing such replacement letter of credit must
meet the terms, conditions and requirements set forth in this
Section.
45. START-UP DOCUMENTATION
45.1 CLEC is required to submit to Centurylink the "CLEC Profile," and other
required documentation, as described in the process on the Centurylink
Wholesale Website.
45.2 CLEC must represent and warrant to Centurylink that it is a certified local
provider of Telephone Exchange Service in the State prior to submitting
orders or exchanging any traffic under this Agreement.
46. LEITER OF AUTHORIZATION (LOA)
46.1 To the extent CLEC has not previously done so, CLEC shall execute a
blanket letter of authorization (LOA) with respect to customer requests to
change service providers or to permit the Party to view CPNI, such as
pursuant to the submission of a Customer Service Record (CSR) Search
order, prior to a request to change service providers.
46.2 Each Party's access to CPNI of another Party's End User will be limited to
instances where the requesting Party has obtained the appropriate
authorization required under Applicable Law to change service providers or
release of CPNI from the End User.
46.3 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.
46.4 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. Such documentation shall be kept in all cases, irrespective of
whether or not the prospective subscriber ultimately changes local service
providers. Such documentation shall be kept for the minimum period
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46.5
46.6
46.7
46.8
46.9
46.10
specified in 47 CFR §64.1120(a)(1 )(ii).
For any prospective CLEC End User, Centurylink shall provide CLEC with
access to that subscriber's CPNI and Customer Service Records (CSRs)
without requiring CLEC to produce an individually signed LOA prior to
changing service providers or releasing CPNI , providing Customer Service
Records (CSRs), or processing orders, subject to applicable rules , orders,
and decisions, and based on CLEC's blanket representation under the LOA
that it has obtained authorization from each such prospective End User to
obtain such CPNI, CSRs or submit such orders.
The provisioning of CPNI from Centurylink to CLEC shall be accomplished
through the preordering Electronic Interface.
In the event a subscriber complains or other reasonable grounds exist, a
Party may request verification of subscriber authorizations. Documentation
that a Party is required to maintain under 47 CFR §64.1120 shall be made
available to the other Party within thirty (30) days of a written request for such
documents. Failure to produce proper documentation within thirty (30) Days
of such request shall be considered a material breach of this Agreement. If a
Party fails to provide proper documentation of permission obtained from
prospective subscribers for at least ninety five percent (95%) of subscribers
whose CPNI has been obtained from the other Party, and if such failure
continues for over sixty (60) Days after written notice of the breach, then as
an alternative to terminating this Agreement pursuant to Section 7.6 for an
uncured Default, the other Party may discontinue processing new Service
Orders and/or disconnect any electronic preordering interface until such
failures have been substantially rectified and the Defaulting Party has
provided adequate assurances to the other Party that adequate steps have
been implemented to prevent ongoing problems with such records
compliance . The exercise of this alternative remedy shall not act as a waiver
of the right to terminate this Agreement under Section 7.6 if an ongoing
Default is not substantially rectified within sixty (60) Days written notice.
Any dispute between the Parties with respect to their rights and obligations
under this Section shall be subject to the Dispute Resolution provisions of this
Agreement, and the Parties must attempt to resolve any dispute concerning
the validity of subscriber authorizations prior to filing a formal complaint with
the Commission provided however, that the sixty (60) Day waiting period for
filing a Complaint under Section 16.2.4 shall not apply to such disputes. If a
Party files a Complaint with the Commission to resolve any such dispute,
then while such proceeding is pending the other Party shall not be entitled to
exercise alternative remedy under Section 46.6 unless the Commission
determines otherwise.
The cure period in Section 7.7 for material Defaults shall not affect either
Party's obligation to comply with the requirements of 47 C.F.R. §64.1150 to
give timely notice to the Commission and other carriers of any unauthorized
carrier change, to remove any unpaid charges, and to submit proper
documentation to the relevant governmental agency within thirty (30) Days.
Centurylink will bill CLEC fifty dollars ($50.00) per affected line in lieu of any
additional charge in order to compensate Centurylink for switching the End
User back to the original LEC.
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ARTICLE IV. OPERATIONAL TERMS
47. STANDARD PRACTICES
47.1 Standard Practices may incorporate by reference various industry, OBF, and
other standards referred to throughout this Agreement, which may be
implemented to satisfy any Centurylink obligations under this Agreement.
47.2 If CLEC desires notice of changes made to Centurylink's Standard Practices,
CLEC may make such a request during the Agreement implementation
process or at any subsequent time during the term of this Agreement.
48. ESCALATION PROCEDURES
48.1 The Standard Practices outlines the escalation process which may be
invoked at any point in the Service Ordering, Provisioning, and Maintenance
processes to facilitate rapid and timely resolution of disputes.
49. INTENTIONALL V LEFT BLANK
50. CONTACT WITH END USERS
50.1 Each Party at all times shall be the primary contact and account control for all
interactions with its End Users, unless otherwise agreed to by the Parties.
End Users include active subscribers as well as those for whom Service
Order installations are pending.
50 .2 Centurylink shall have no obligation, to accept a communication from a
CLEC End User, including, but not limited to, a CLEC End User request for
repair or maintenance of a Centurylink service provided to CLEC.
50.3 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 on its Centurylink
Website.
50.4 The Parties will ensure that all representatives who receive inquiries
regarding the other Party's services shall provide appropriate referrals to
potential customers who inquire about the other Party's services or products.
The Parties shall not in any way disparage or discriminate against the other
Party or that other Party's products and services , and shall not solicit each
others' customers during such inquiries, provided however, a Party can
answer unsolicited customer questions about products and services of that
Party.
50.5 The Parties will not use a request for the other Party's End User information,
order submission, or any other aspect of the other Party's processes or
services to aid its retail marketing or sales efforts.
50.6 Centurylink will provide training , on a non-discriminatory basis, for all
Centurylink employees who may communicate, either by telephone or face
to-face, with CLEC End Users. Such training shall include compliance with
the branding requirements of this Agreement including without limitation
provisions of forms, and unbranded "Not at Home' notices.
50.7 Centurylink will recognize CLEC as the Subscriber of Record for all Network
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Elements or services for resale ordered by CLEC and will send all notices,
invoices, and information which pertain to such ordered services directly to
CLEC. CLEC will provide Centurylink with addresses to which Centurylink
will send all such notices, invoices, and information.
51. CAPACITY PLANNING AND FORECASTS
51.1 Forecast Requirements for Interconnection
51 .1 .1 Within thirty (30) Days from the Effective Date of this
Agreement, or as soon after the Effective Date as practicable,
the Parties agree to meet and develop joint planning and
forecasting responsibilities which are applicable to
Interconnection services. Centurylink may delay processing
CLEC Service Orders should CLEC not perform obligations as
specified in this Section.
51 .1.2 CLEC shall provide forecasts for traffic utilization over trunk
groups. Orders for trunks that exceed forecasted quantities for
forecasted locations will be accommodated as facilities and/or
equipment are available. Centurylink shall make all reasonable
efforts and cooperate in good faith to develop alternative
solutions to accommodate orders when facilities are not
available. Company forecast information must be provided by
CLEC to Centurylink twice a year. The initial trunk forecast
meeting should take place soon after the first implementation
meeting. A forecast should be provided at or prior to the first
implementation meeting.
51.1 .3 Facilities will be planned for in accordance with the trunk
forecasts exchanged between the Parties as described in this
Section.
51 .2 Format and Content
51 .2.1
51.2.2
51.2.3
51.2.4
51.2.5
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Unless otherwise specified by Centurylink, the forecasting
forms located on the Centurylink Wholesale Website will be
used by CLEC for the requirements of this Section.
The joint planning process/negotiations should be completed
within two (2) months of the initiation of such discussion.
Description of major network projects that affect the other Party
will be provided in the semi-annual forecasts. Major network
projects include but are not limited to trunking or network
rearrangements, shifts in anticipated traffic patterns, or other
activities by CLEC that are reflected by a significant increase or
decrease in trunking demand for the following forecasting
period.
Parties shall meet to review and reconcile the forecasts if
forecasts vary significantly.
CLEC shall provide an updated trunk forecast when ordering or
requesting additional trunks from Centurylink anytime after the
initial trunk implementation.
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51.3 Responsibility of Parties
51.3.1 The Parties agree to abide by the following if a forecast cannot
be agreed to: Local Interconnection Trunk Groups will be
provisioned to the higher forecast. A blocking standard of one
percent (1 %) during the average busy hour shall be maintained.
Should the Parties not agree upon the forecast, and the Parties
engineer facilities at the higher forecast, the Parties agree to
abide by the following:
51.3.2
51 .3.3
51.3.4
51 .3.5
a. In the event that CLEC over-forecasts its trunking
requirements by twenty percent (20%) or more, and
Centurylink acts upon this forecast to its detriment,
Centurylink may recoup any actual and reasonable
expense it incurs.
b. The calculation of the twenty percent (20%) over-forecast
will be based on the number of DS1 equivalents for the
total traffic volume exchanged between the Parties.
In addition to the joint trunk group forecasting established in
Section 51.1 , discussions to provide relief to existing facilities
can be initiated by either Party. Actual system augmentations
will be initiated upon mutual agreement.
Both Parties will perform a joint validation to ensure current
Interconnection Facilities and associated trunks have not been
over-provisioned. If any facilities and/or associated trunks are
over-provisioned, they will be turned down where appropriate.
Trunk design blocking criteria described in Section 64.3.4 will be
used in determining trunk group sizing requirements and
forecasts.
If, based on the forecasted equivalent DS-1 growth, the existing
facilities are not projected to exhaust within one year, the Parties
will suspend further relief planning on this Interconnection until a
date one (1) year prior to the projected exhaust date. If growth
patterns change during the suspension period, either Party may
re-initiate the joint planning process.
Both Parties will negotiate a project service date and
corresponding work schedule to construct relief facilities prior to
facilities exhaust.
52. INENTIONALL V LEFT BLANK
53. ORDERING AND PROVISIONING
53.1 National Exchange Access Center (NEAC)
53.1.1 Centurylink shall provide a NEAC or equivalent which shall
serve as CLEC's point of contact for all activities involved in the
ordering and provisioning of Centurylink's Unbundled Network
Elements, features, functions, and resale services.
53.1 .2 The NEAC shall provide to CLEC a nationwide telephone
number answered during its normal office hours by competent,
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knowledgeable personnel trained to answer questions and
resolve problems in connection with the ordering and
provisioning of Unbundled Network Elements (except those
associated with local trunking Interconnection), features,
functions, capabilities, and resale services.
53.1.3 Centurylink shall provide, as requested by CLEC, through the
NEAC, provisioning and Premises visit installation support in the
form of coordinated scheduling, status, and dispatch capabilities
during Centurylink's standard business hours, unless the
Parties agree otherwise.
53.2 National Access Service Center (NASC)
53.2.1 Centurylink shall provide a NASC or equivalent which shall
serve as CLEC's point of contact for all activities involved in the
ordering and provisioning of Centurylink's Interconnection
services.
53.3 Ordering and Provisioning
53.3.1 Centurylink will provide necessary ordering and prov1s1oning
business process support as well as those technical and
systems interfaces as may be required to enable CLEC to
provide resale services, including the functions, features, and
capabilities of such services, and Unbundled Network Elements.
If Centurylink deploys any enhanced electronic capability
Centurylink will notify CLEC of availability and CLEC shall use
the processes for performing transaction(s) to the extent
practicable and the use of any other interface or process will be
discontinued.
53.3.2
53.3.3
53.3.4
53.3.5
53.3.6
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The Parties agree that orders for services under this Agreement
will not be submitted or accepted until thirty (30) Days after the
completion of all account establishment activities, including but
not limited to, the documents and information subscribed in
Section 45.1, unless the Parties mutually agree upon a different
date based on the specific circumstances of the Parties'
relationship.
Except as specifically provided otherwise in this Agreement, pre
ordering , ordering and provisioning of resold services shall be
governed in accordance with Centurylink's Standard Practices.
Centurylink will provide provisioning intervals and procedures
for design and complex services on a nondiscriminatory basis.
Complex Service Order charges pursuant to Tariff terms may
apply.
Where Technically Feasible, the NEAC will coordinate support
for all designed and/or complex services provided to CLEC.
To the extent required by Applicable Law, and upon request
from CLEC, employing Centurylink's LSR, Centurylink will
provide blocking of 700, 900 , and 976 services, or other services
of similar type as may now exist or be developed in the future,
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53.3.7
53.3.8
and shall provide Billed Number Screening (BNS), including
required LIDB updates, or equivalent service for blocking
completion of bill-to-third party and collect calls, on a line, PBX,
or individual service basis. Blocking shall be provided to the
extent (a) it is an available option for the Telecommunications
Service resold by CLEC, or (b) it is Technically Feasible when
requested by CLEC as a function of Unbundled Network
Elements.
When ordering a resale service via an LSR Service Order,
CLEC may order separate lnterLATA and lntraLATA service
providers (i.e., two PICs) on a line or trunk basis, and CLEC
agrees to pay the applicable Service Order and PIC charges
associated with such order. Centurylink will accept PIC change
orders for lntraLATA toll and long distance services through the
service provisioning process.
The standard Service Order charges as listed in the Table 1 of
this Agreement shall apply to all orders.
53.4 Intentionally Left Blank
53.5 Service Order Process Requirements
53.5.1 Centurylink will accept orders for As-ls Transfer of services
from Centurylink to CLEC where Centurylink is the End User's
current local exchange carrier.
53.5.2 For resale of Centurylink services Centurylink shall not
disconnect any subscriber service or existing features at any
time during the migration of that subscriber to CLEC service
without prior CLEC agreement.
53.5.3
53.5.4
53.5.5
53.5.6
53.5.7
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When CLEC has obtained an End User from another reseller of
Centurylink services, CLEC will inform Centurylink of the
transfer by submitting standard LSR forms to Centurylink via
the LSR process.
Subject only to any system limitation noted in Centurylink's
Standard Practices, Multiple Working Telephone Numbers
(WTN) may be included in one order provided the numbers are
for the same customer at a specific location.
In situations where CLEC has the use of the facilities (i.e., Local
Loop) to a specific customer Premises, either through resale of
local service or the lease of the Local Loop as an Unbundled
Network Element, and Centurylink receives a good faith request
for service from a customer at the same Premises or from
another carrier with the appropriate customer authorization, the
procedures below will apply.
Centurylink will follow methods prescribed by the FCC and any
applicable State regulation for carrier change verification.
Where CLEC is using a single facility to provide service to
multiple End Users, Centurylink will not disconnect that facility
as a result of the following procedures.
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53.5.8
53.5.9
53.5.10
When CLEC submits an order for an End User that is changing
local service providers for existing service, and is not adding
service (i.e., an additional line), Centurylink will process the
service request without delay, and provide the losing competitive
LEC a customer loss notification consistent with industry
standards.
When an order is submitted for an End User adding service to
existing service (i.e., an additional line), the order should be
marked as an additional line and existing facilities will not be
affected.
Unless otherwise directed by CLEC and when technically
capable, when CLEC orders resale Telecommunications
Services all trunk or telephone numbers currently associated
with existing services shall be retained without loss of feature
capability and without loss of associated ancillary services
including, but not limited to, Directory Assistance and 911/E911
capability.
53.5.11 Centurylink shall provide unbranded intercept treatment and
transfer of service announcements to CLEC's End Users.
Centurylink shall provide such treatment and transfer of service
announcement in accordance with local Tariffs and as provided
to similarly situated Centurylink End Users for all service
disconnects, suspensions, or transfers.
53.6 Abandoned Service
53.6.1
53.6.2
53.6.3
53.6.4
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Abandoned service occurs when an End User vacates Premises
without notifying the local service provider and a new End User
moves into the vacated Premises and orders service from a
local service provider and neither Centurylink nor the previous
local service provider are aware that the original End User has
abandoned the service in place.
When a carrier requests service at a location and marks the
order as abandoned and CLEC is the previous local service
provider, Centurylink shall notify local service provider that it
has had a request for service at the Premises that is currently
being served by CLEC.
If available to Centurylink, Centurylink shall include the name
and address of the party receiving service at such Premises, but
at a minimum shall provide local service address information.
If the local service provider does not respond within twenty-four
(24) hours (excluding weekends and holidays) after receiving
Centurylink's notification or if local service provider responds
relinquishing the facilities, Centurylink shall be free to use the
facilities in question and Centurylink shall issue a disconnect
order with respect to the service at that location. If local service
provider responds stating that the service is working and should
not be disconnected, Centurylink will notify the carrier ordering
service and request verification of the Premises or the
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53. 7 Due Date
53.7.1
53.7.2
53.7.3
submission of an order for an additional line.
Centurylink shall supply CLEC with due date intervals to be
used by CLEC personnel to determine service installation dates.
The ordering process and standard provisioning intervals
applicable to resale services and unbundled Network Elements
are set forth on the Centurylink Website, and such process and
intervals shall apply.
Centurylink shall use reasonable efforts to complete orders by
CLEC requested due date within agreed upon intervals.
53.8 Coordination Requests
53 .9
53.10
53.8.1
53.8.2
53.8.3
53.8.4
53.8.5
53.8.6
Centurylink will provide ordering and provisioning coordination
services during the business hours specified on its Website,
through the NEAC, at the charges specified in Table1 .
For subscriber conversions requiring coordinated cut-over
activities, on a per order basis, Centurylink and CLEC will agree
on a scheduled conversion time , which will be a designated time
period within a designated date, and will be dependent upon the
availability of Centurylink resources.
Any request made by CLEC to coordinate conversions after
normal working hours, or on Saturdays or Sundays or
Centurylink holidays shall be performed at CLEC's request and
expense. Coordination requests outside of normal business
hours/weekends will incur additional charges.
Centurylink will perform all of its standard pre-service testing
prior to the completion of the Service Order. Subject to the terms
of this Agreement, Centurylink is responsible only for the
installation, operation and maintenance of the UNEs it provides.
Centurylink is not otherwise responsible for the
Telecommunications Services provided by CLEC through the
use of those Network Elements.
Upon CLEC's request, Centurylink shall suspend or restore the
functionality of any Network Element, feature, function, or resale
service to which suspend/restore is applicable.
Upon completion of the requests submitted by CLEC,
Centurylink shall provide to CLEC a completion notification.
Subscriber Premises Inspections and Installations
53.9.1 CLEC shall perform or contract for all CLEC's needs
assessments, including equipment and installation requirements
required beyond the Demarcation Point/NID, located at the
subscriber Premises.
Firm Order Confirmation (FOC)
53.10.1 Centurylink shall provide to CLEC, a Firm Order Confirmation
(FOC) for each CLEC order. The FOC shall contain the
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53.11
53.12
53.13
53.14
53.15
53.16
53.10.2
53.10.3
appropriate data elements as defined by the OBF standards.
For a revised FOC, Centurylink shall provide standard detail as
defined by the OBF standards.
Centurylink shall provide to CLEC the date that service is
scheduled to be installed.
Order Rejections
53.11 .1 Centurylink shall reject and return to CLEC any order that
Centurylink cannot provision, due to technical reasons, missing
information, or jeopardy conditions resulting from CLEC ordering
service at less than the standard order interval.
53.11.2 When an order is rejected , Centurylink will, in its reject
notification, describe the existing reasons for which the order
was rejected.
Service Order Charges
53.12.1 If an installation or other CLEC ordered work requires a change
from the original CLEC Service Order in any manner, CLEC
shall initiate a revised Service Order. If requested by CLEC,
Centurylink will provide CLEC an estimate of additional labor
hours and/or materials.
53.12.2
53.12.3
Expedites
53.13.1
If a CLEC End User requests a change, Centurylink, will , at that
time, direct the CLEC subscriber to contact CLEC, and CLEC
should initiate a new Service Order to have additional work
performed.
When an End User changes or withdraws authorization, each
Party shall release customer-specific facilities and/or cancel
orders in progress in accordance with the End User's direction
or the direction of the End User's authorized agent.
If expedited service is requested, CLEC will populate the
"Expedite" and "Expedite Reason" fields on the LSR.
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 on
Table 1, will apply.
53.13.2 Centurylink will not accept expedite requests for LNP orders.
Intentionally Left Blank
Cancellations
53.15.1 Centurylink may cancel orders for service that have had no
activity within thirty-one (31) consecutive Days after the original
service request date. Certain complex UNEs and UNEs
requiring facility build-outs that may take longer than thirty-one
(31) Days to provision will be excluded from this provision.
Discontinuance of Service (Snap-back Provision)
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53.17
53.16.1
53.16.2
53.16.3
If CLEC 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, CLEC shall send written notice of such discontinuation
to Centurylink, the Commission, and each of CLEC's End
Users. CLEC 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, CLEC shall send such notice at
least thirty (30) Days prior to its discontinuation of service.
Such notice must advise each CLEC End User that, unless
action is taken by the End User to switch to a different carrier
prior to CLEC's proposed discontinuation of service, the End
User will be without the service.
Should a CLEC End User subsequently become a Centurylink
customer as a result of this process in Section 53.16, CLEC
shall provide Centurylink with all information necessary for
Centurylink to establish service for the CLEC End User,
including, but not limited to, CLEC End User's billed name, listed
name, service address, and billing address, and the services
being provided to CLEC End Users.
Nothing in this Section shall limit Centurylink's right to cancel or terminate
this Agreement under Section 7 and Section 53.15 or to suspend provision of
services under Section 9 of this Agreement.
54. UNIVERSAL SERVICE FUND
54.1 In order to collect the costs of Centurylink's contribution to the Federal
Universal Service Fund (FUSF) in an equitable manner, Centurylink's End
Users are charged a Federal Universal Service Charge (FUSC). The only
customers who are exempt from paying the FUSC to Centurylink are those
reseller CLECs who themselves contribute to the FUSF, or who otherwise
qualify for an exemption under the FCC's universal service rules. In order to
obtain an exemption from paying the FUSC to Centurylink, CLEC 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 CLEC 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 CLEC as End User revenues for purposes of calculating and reporting
FUSC contributions, and Centurylink shall be entitled to recover from CLEC
the resulting FUSF contributions attributable to such revenues, in accordance
with Applicable Law.
54.2 To comply with FCC rules regarding the funding of Universal Service, CLEC
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 , CLEC agrees to provide Centurylink with an
updated annual certification, no later than February 1 of each calendar year,
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so that CenturyLink may ensure that it continues to accurately report its
revenues for FUSF contribution purposes.
54.2.1 It is expressly understood and agreed by the Parties that
CLEC's provision to CenturyLink of evidence concerning its
making adequate payments into the FUSF, and CLEC's
representations to CenturyLink in connection therewith, are
subject to the indemnification provisions of Section 25, which, for
purposes of this Section, serve to indemnify CenturyLink.
55. BILLING AND PAYMENTS/DISPUTED AMOUNTS
55.1 In consideration of the services provided by CenturyLink under this
Agreement, CLEC shall pay the charges set forth in this Agreement, subject
to change in law and to the dispute provisions provided herein. Centurylink
may limit or modify the form(s) of payment that will be accepted from time to
time. Centurylink will not accept card payments (e.g., credit/debit/ATM cards)
or any form of payment that reduces the net amount received by CenturyLink.
55.2 CLEC must choose a primary media option for invoices. If no bill media
option is selected, the primary will default to paper. The primary media option
is provided at no charge. If a second media option is chosen, then an
applicable charge will be assessed at the rate reflected in CenturyLink's
appropriate FCC Tariff. If CLEC requests additional copies of the monthly
invoice, CenturyLink may also bill CLEC for the additional copies. The
procedures and limitations governing bill media, including the availability of
secondary media and Bill Media Request Forms, are set forth in
CenturyLink's Bill Media Guide.
55.3 Recurring Charges, other than Usage Charges, for Telecommunications
Services provided hereunder are applied on a monthly basis. For billing and
crediting purposes, a month is presumed to have thirty (30) days, regardless
of the actual Days in a given month.
55.4 Charges for physical facilities and other non-usage sensitive charges shall be
billed in advance, except for charges and credits associated with the initial or
final bills. Usage sensitive charges, such as charges for termination of Local
Traffic, shall be billed in arrears.
55.5 To the extent that CLEC orders blocking, CLEC is responsible for blocking
charges. If blocking services are not ordered, CLEC will be responsible for all
charges for 700, 900, and 976 services, or other services of similar type
made by CLECs End Users.
55.6 Billing Specifications
55.6.1 The Parties agree that billing requirements and outputs will be
consistent with the Ordering & Billing Form (OBF) and also with
Telcordia Technologies Billing Output Specifications (BOS).
55.6.2
55.6.3
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Usage Measurement: Usage measurement for calls shall begin
when answer supervision or equivalent Signaling System 7
(SS7) message is received from the terminating office and shall
end at the time of call disconnect by the calling or called
subscriber, whichever occurs first.
At the end of the billing period, any remaining fraction shall be
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55.7
55.8
55.9
55.10
55.11
55.12
55.13
55.14
rounded up to the nearest whole minute to arrive at total billable
minutes. MOU shall be collected and measured in minutes,
seconds, and tenths of seconds,
55.6.4 Each Party shall calculate terminating MOUs based on standard
AMA recordings made within each Party's network, these
recordings being necessary for each Party to generate bills to
the other Party. In the event either Party cannot measure
minutes terminating on its network where Technically Feasible,
the other Party shall provide the measuring mechanism or the
Parties shall otherwise agree on an alternate arrangement.
Billing for Access Services will be in conformance with Multiple Exchange
Carrier Access Billing (MECAB) guidelines and Multiple Exchange Carriers
Ordering and Design Guidelines for Access Services-Industry Support
Interface (MECOD). The Parties will exchange Billing Account Reference and
Bill Account Cross Reference information and will coordinate initial and
subsequent billing cycles. Centurylink will provide CLEC the appropriate
records to bill Exchange Access charges to the IXC. Centurylink will capture
records for inward terminating calls and send them to CLEC, as appropriate,
via Centurylink's standard processes. Upon Centurylink's request, CLEC
will provide Centurylink the appropriate records to bill Switched Access
Service charges to IXCs. CLEC will capture records for inward terminating
calls and send them to Centurylink, as appropriate, in an agreed upon
process.
Upon request by CLEC and to the extent Centurylink is providing call records
for Transit Traffic to other terminating providers served by the same Tandem ,
Centurylink will also provide such records to CLEC.
Centurylink will bill CLEC for message provisioning and, if applicable, data
tape charges related to Exchange Access traffic and Transit Traffic records.
Centurylink will bill CLEC for the records at the rates on Table 1. If CLEC
requests additional copies of the monthly invoice, Centurylink may also bill
CLEC for the additional copies.
The Parties will bill each other in a timely manner. If CLEC requests
additional copies of the monthly invoice, Centurylink may also bill CLEC for
the additional copies.
Except for billing pursuant to a Section 16 Dispute Resolution process
determination, neither Party will initiate credit claims or bill the other Party for
previously unbilled, under-billed or over-billed charges for services under this
Agreement that were provided more than twenty-four (24) months prior to the
applicable most recent Bill Date, unless a longer period is warranted as a
result of fraud, concealment or other similar circumstances.
Except as otherwise provided in this Agreement, payment of amounts billed
for services provided under this Agreement shall be in immediately available
U.S. funds, and shall be due by the Bill Due Date.
If the Bill Due Date is a Saturday, Sunday, or has been designated a Federal
or bank holiday, payment is due by the next Business Day.
Any undisputed amount not received by the billing Party by the Bill Due Date,
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55.15
55.16
55.17
55.18
55.19
shall be assessed a late payment charge on the past due balance. The billed
Party agrees to pay, a late payment charge of one and one-half percent
(1.5%) compounded monthly, provided however that the billing Party shall not
charge a late fee which exceeds the maximum amount permitted under any
Applicable Laws. Such late payment charges shall be included on the next
billing invoice.
If any portion of an amount billed 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 specific details and reasons for disputing each item.
Such written notice shall be submitted in accordance with the process for
submitting billing dispute claims set forth on the Centurylink website.
Disputed billing claims shall be submitted no later than the Bill Due Date.
55.15.1 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.
55.15.2 Payment of billed amounts that are subsequently disputed after
the Bill due Date, or which become the subject of a request for
adjustment shall not constitute or be deemed to represent a
waiver of such Party's right to submit a dispute or seek an
adjustment of such Party's account with respect to such paid
amounts, and the paying Party shall not be required to designate
any such payment as "conditional" or "under protest" in order to
submit a dispute or seek a subsequent adjustment with respect
to amounts which have previously been paid.
If a dispute is resolved in favor of the Billing Party, the billed Party shall pay
the disputed charges and any applicable late payment charges in full no later
than the next Bill Due Date following resolution of the dispute.
If the dispute is resolved in favor of the billed Party, the Billing Party will
adjust the Billing after the resolution of the dispute and will credit the Billed
Party for the granted disputed charges and any associated billed late
payment charges.
If the Parties cannot resolve the dispute within ninety (90) Days of the written
notice of dispute, either Party may give written notice to the other Party
exercising the right to escalate the dispute pursuant to the Dispute Resolution
Section of this Agreement. For purposes of this Section, non-resolution
occurs when neither Party agrees whether the billing is incorrect or correct;
i.e., when the billing Party has issued neither a correction nor a denial.
55.18.1 If the Parties cannot resolve the dispute within ninety (90) Days
of the written notice of dispute, and the Billed Party does not
provide written notice of escalation of the dispute within such
timeframe, the billed Party waives its alleged entitlement to
and/or right to withhold such Disputed Amount and all withheld
amounts, including accumulated late payment charges,
becomes immediately due.
Notwithstanding Sections 55.18 and 55.18.1, if the billing Party provides
written notice to the billed Party that a billing dispute has been denied, stating
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55.20
55.21
55.22
the grounds for such determination, then the billed Party shall have thirty (30)
Days in which to either pay the Disputed Amounts or to give written notice to
the other Party exercising the right to escalate the dispute pursuant to the
Dispute Resolution Section of this Agreement. Such notice may be
accompanied by any additional, relevant materials submitted by CLEC. If the
billed Party fails to give written notice exercising the right to escalate the
dispute within the thirty (30) Days of the notice date of the written denial of a
dispute, the billed Party waives its alleged entitlement to and/or right to
withhold such Disputed Amounts and all withheld amounts, including
accumulated late payment charges become immediately due.
55.19.1
55.19.2
Failure by the billed Party to give written notice exercising the
right to escalate a dispute pursuant to the Dispute Resolution
Section of this Agreement following a notice of denial under
Section 55.11 shall also preclude the Party from thereafter
requesting an escalation of the same dispute under the Dispute
Resolution Section of this Agreement.
Failure by the billed Party to make a timely response to a notice
of denial under Section 55.19 shall result in lifting the
suspension of the payment due date for such disputed invoice,
and the possible assessment of late charges and suspension or
termination of service for non-payment of billed amount in
accordance with this Section 55.
Both CLEC 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 escalating the billing dispute pursuant to the Dispute Resolution Section of
this Agreement.
A billing dispute which has been resolved by a written settlement agreement
between the Parties may not be resubmitted under the dispute resolution
process.
Effect of Non-Payment
55.22.1 If the billed Party does not pay all undisputed charges by the Bill
Due Date, the billing Party may discontinue processing orders
for services provided under this Agreement and may invoke the
Default provisions of Section 7.6 on or after the tenth (10th) Day
following the Bill Due Date provided the billing Party notifies the
other Party in writing, via email or certified mail, at least five (5)
Days prior to discontinuing the processing of orders. If the
billing Party continues to accept additional orders for service(s)
after 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 without
further notice. 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. Additionally, the
billing Party may require a deposit or assurance of payment (or
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55.22.2
55.22.3
56. AUDITS
additional deposit or assurance of payment) from the billed
Party, pursuant to Section 44. 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.
Notwithstanding Section 55.22.1 above, if the billed Party does
not pay 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 on or after the
thirtieth (30th) day following the Bill Due Date after providing
written notification to the billed Party at least seven (7) Business
Days prior to disconnection of the unpaid service(s). Such
notification may be included in a notification to refuse to accept
additional orders pursuant to Section 55.22.1 so long as the
appropriate dates for each consequence are listed therein. If
the services are disconnected and the billed Party subsequently
pays all 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. 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 44. 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.
Notwithstanding Sections 55.22.1 and 55.22.2 above, if the
billing Party is forced to undertake collection efforts for
undisputed, Defaulted or post-termination amounts outstanding
or for Disputed Amounts that have been resolved in the billing
Party's favor , the billed Party is liable for reimbursement to the
billing Party for any and all costs associated with the collection
of such a debt, including but not limited to collection agency fees
and legal fees.
56.1 Each Party to this Agreement will be responsible for the accuracy and quality
of its data as submitted to the other Party involved. Subject to each Party's
reasonable security requirements and except as may be otherwise
specifically provided in this Agreement, either Party, at its own expense, may
audit the other Party's books, records and other documents directly related to
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billing and invoicing once in any twelve (12) month period for the purpose of
evaluating the accuracy of the other Party's billing and invoicing. "Audit" shall
mean a comprehensive review of bills for services performed under this
Agreement; "Examination" shall mean an inquiry into a specific element of or
process related to bills for services performed under this Agreement. Either
Party (the "Requesting Party) may perform one (1) Audit per twelve (12)
month period commencing with the Effective Date, with the assistance of the
other Party, which will not be unreasonably withheld. The Audit period will
include no more than the preceding twelve (12) month period as of the date
of the Audit request. The Requesting Party may perform Examinations, as it
deems necessary, with the assistance of the other Party, which will not be
unreasonably withheld.
56.2 Upon thirty (30) Days written notice by the Requesting Party to Audited Party,
Requesting Party shall have the right through its authorized representative to
make an Audit, during normal business hours, of any records , accounts and
processes which contain information bearing upon the billing and invoicing of
the services provided under this Agreement. Within the above-described
thirty (30) Day period, the Parties shall reasonably agree upon the scope of
the Audit or Examination, the documents and processes to be reviewed, and
the time, place and manner in which the Audit or Examination shall be
performed. Audited Party agrees to provide Audit or Examination support,
including appropriate access to and use of Audited Party's facilities (e.g.:
conference rooms, telephones, copying machines).
56.3 Each party shall bear its own expenses in connection with the conduct of the
Audit or Examination. The reasonable cost of special data extraction
required by the Requesting Party to conduct the Audit or Examination will be
paid for by the Requesting Party. For purposes of this Section, a "Special
Data Extraction" shall mean the creation of an output record or informational
report (from existing data files) that is not created in the normal course of
business. If any program is developed to Requesting Party's specifications
and at Requesting Party's expense, Requesting Party shall specify at the
time of request whether the program is to be retained by Audited Party for
reuse for any subsequent Audit or Examination.
56.4 Adjustments based on the audit findings may be applied to the twelve (12)
month period included in the audit. Adjustments, credits or payments shall be
made and any corrective action shall commence within thirty (30) Days from
the requesting Party's receipt of the final audit report to compensate for any
errors or omissions which are disclosed by such Audit or Examination and
are agreed to by the Parties. Interest shall be calculated in accordance with
Section 55.12 above.
56.5 Neither such right to examine and audit nor the right to receive an adjustment
shall be affected by any statement to the contrary appearing on checks or
otherwise, unless such statement expressly waiving such right appears in
writing, is signed by the authorized representative of the Party having such
right and is delivered to the other Party in a manner sanctioned by this
Agreement.
56.6 On thirty (30) Days' written notice, each Party must provide the other the
ability and opportunity to conduct an annual audit to ensure the proper routing
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and billing of traffic. These audits may encompass all traffic or any subset
type of traffic at the initiator's option.
56.7 This Section shall survive expiration or termination of this Agreement for a
period of one (1) year after expiration or termination of this Agreement.
57. CENTURYLINK OSS INFORMATION
57.1 Subject to the provisions of this Agreement and Applicable Law, CLEC shall
have a limited, revocable, non-transferable, non-exclusive right to use
Centurylink OSS Information during the term of this Agreement, for CLEC 's
internal use for the provision of Telecommunications Services to CLEC End
Users in the State.
57.2 All Centurylink OSS Information shall at all times remain the property of
Centurylink. Except as expressly stated in this Article, CLEC shall acquire
no rights in or to any Centurylink OSS Information. Centurylink reserves all
rights not expressly granted herein.
57.2.1 CLEC shall treat Centurylink OSS Information as Confidential
Information of Centurylink pursuant to Section 13.
57.2.2
57.2.3
CLEC shall not have any right or license to grant sublicenses to
other persons, or grant permission to other persons (except
CLEC's employees, agents or contractors, in accordance with
Section 57.2.3 below), to access, use or disclose Centurylink
OSS Information, except as provided in Section 57.2.3 below.
CLEC's employees, agents and contractors may access, use
and disclose Centurylink OSS Information only to the extent
necessary for CLEC'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 CLEC's employees, agents or contractors, shall be subject to
the provisions of this Agreement, including, but not limited to,
Section 13 and Sections 57.2.1 and 57.2.2 above. CLEC shall
ensure that its employees, agents, and contractors comply with
all provisions herein relating to access to and use of Centurylink
OSS Information.
57 .3 Unless sooner terminated or suspended in accordance with the Agreement or
this Article (including, but not limited to Sections 7, 55 and 57.7.1 below),
CLEC's access to, and use of, Centurylink OSS Information through
Centurylink OSS Services shall terminate upon the expiration or termination
of the Agreement.
57.3.1 Centurylink shall have the right (but not the obligation) to audit
CLEC to ascertain whether CLEC is complying with the
requirements of Applicable Law and this Agreement with regard
to CLEC's access to, and use and disclosure of, Centurylink
OSS Information.
57.3.2
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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 CLEC's access
to and use of Centurylink OSS Information, to ascertain whether
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57.3.3
57.3.4
57.3.5
CLEC is complying with the requirements of Applicable Law and
this Agreement.
Information obtained by Centurylink pursuant to this Section 57
shall be treated by Centurylink as Confidential Information of
CLEC pursuant to Section 13; provided that, Centurylink shall
have the right to use and disclose information pursuant to this
Article to enforce Centurylink's rights under the Agreement or
Applicable Law.
All Centurylink OSS Information received by CLEC shall be
destroyed or returned by CLEC to Centurylink, upon expiration,
suspension or termination of the right to use such Centurylink
OSS Information.
All practices and procedures for access to and use of
Centurylink OSS including all access and user identification
codes shall remain the property of Centurylink.
57.4 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.
§222, and are not intended to constitute a waiver by Centurylink of any right
with regard to protection of the confidentiality of the information of
Centurylink or Centurylink End Users provided by Applicable Law.
57.5 CLEC understands that any OSS access to obtain CPNI that is made without
prior customer permission to access the information or for CLEC to become
the customer's service provider shall be a material breach of this Agreement.
57.6 Centurylink will provide CLEC with access to documentation and user
manuals that set forth the methods and procedures to utilize Centurylink's
OSS service. CLEC 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's OSS services in accordance with this Article and
shall be deemed "Confidential Information" and subject to the terms,
conditions and limitations set forth in this Article.
57.7 Liabilities And Remedies
57.7.1
57.7.2
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If CLEC or an employee, agent or contractor of CLEC , at any
time breaches a provision of this Section 57 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 CLEC, to suspend or terminate the right
to use Centurylink OSS services granted by Section 57.1 above
and/or the provision of Centurylink OSS services, in whole or in
part.
CLEC agrees that Centurylink would be irreparably injured by a
breach of this Article by CLEC or the employees, agents or
contractors of CLEC, 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 57. 7.1, shall not be
deemed to be the exclusive remedies for any such breach, but
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57.7.3
57 .8 Cooperation
57.8.1
57.8.2
57.8.3
shall be in addition to any other remedies available under this
Agreement or at law or in equity.
Any breach of any provision of this Article by any employee,
agent, or contractor of CLEC shall be deemed a breach by
CLEC.
CLEC, at CLEC's expense, shall reasonably cooperate with
Centurylink in using Centurylink OSS Services. Such
cooperation shall include, but not be limited to, the following:
CLEC shall reasonably cooperate with Centurylink in submitting
orders for Centurylink Telecommunications Services and
otherwise using the Centurylink OSS Services, in order to avoid
exceeding the capacity or capabilities of such Centurylink OSS
Services.
Upon Centurylink's request, CLEC shall participate in
reasonable cooperative testing of Centurylink OSS Services
and shall provide reasonable assistance to Centurylink in
identifying and correcting mistakes, om issions, interruptions,
delays, errors, defects, faults, failures, or other deficiencies, in
Centurylink OSS Services.
57.9 Future Enhancements To Centurylink OSS Facilities
57.9.1 Subject to the requirements of Applicable Law, the specific OSS
and OSS access method(s) offered will be determined by
Centurylink and may be changed by Centurylink without the
consent of CLEC.
57.9.2 If Centurylink makes enhancements to the existing OSS, the
Parties agree that to the extent practicable, CLEC will use the
enhanced OSS and specified OSS access method(s).
Centurylink may at its option discontinue any OSS or OSS
access method that an enhancement has been designed to
replace.
58. PROVISION OF USAGE DATA
58.1 Recorded Usage Data includes, but is not limited to, the following categories
of information:
58.1.1
58.1 .2
58.1.3
58.1.4
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Use of CLASS/LASS/Custom Calling Features that Centurylink
records and bills for its End Users on a per usage basis.
Calls to Directory Assistance where Centurylink provides such
service to a CLEC End User.
Calls completed via Centurylink provided Operator Services
where Centurylink provides such service to CLEC's local
service End User and where Centurylink records such usage for
its End Users using Industry Standard Telcordia EMI billing
records.
Access records related to long distance calling.
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58.1.5 Centurylink -provided Centrex Service, station level detail.
58.2 This Section sets forth the terms and conditions for Centurylink's provision
of Recorded Usage Data for information exchange regarding long distance
and access billing. To the extent Technically Feasible, each Party shall
record all call detail information associated with completed long distance and
access calls originated by or terminated by such Party, and long distance
calls transited through such Party's network to the terminating provider
to the same extent that such Party records such data for its End Users and
records for billing of lnterexchange carriers. These records shall be
provided at a Party's request and shall be formatted pursuant to Telcordia
EMI standards and the terms and conditions of this Agreement. The
procedures and limitations governing bill media, including the availability of
secondary media, which are used to transmit the records, and Bill Media
Request Forms, are set forth in Centurylink's Bill Media Guide. These
records shall be transmitted to the other Party on non-holiday Business
Days. Centurylink and CLEC agree that they shall retain, at each Party's
sole expense, copies of all EMI records transmitted to the other Party for at
least forty-five (45) Days after transmission to the other Party.
58.3 Except as stated in the preceding Section, subject to the requirements of
Applicable Law, the manner in which, and the frequency with which, CLEC
Usage Information will be provided to CLEC shall be determined by
Centurylink.
58.4 General Procedures
58.5
58.4.1
58.4.2
58.4.3
58.4.4
58.4.5
Charges
58.5.1
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Centurylink shall maintain a machine readable back-up copy of
the message detail provided to CLEC for a minimum of forty-five
(45) Days. During the forty-five (45) Day period, Centurylink
shall provide any data back-up to CLEC upon the request of
CLEC. If the forty-five (45) Day period has expired, Centurylink
may provide the data back-up at CLEC's expense.
Centurylink shall provide to CLEC, Recorded Usage Data for
CLEC End Users. Centurylink shall not submit other CLEC
local usage data as part of the CLEC Recorded Usage Data.
Centurylink shall not bill directly to CLEC End Users any
recurring or non-recurring charges for CLEC's services to the
End User except where explicitly permitted to do so within a
written agreement between Centurylink and CLEC.
Centurylink shall provide Recorded Usage Data to CLEC billing
locations as agreed to by the Parties.
Centurylink shall bill and CLEC shall pay the charges for
Recorded Usage Data. Billing and payment shall be in
accordance with the applicable terms and conditions set forth
herein.
Access Services, including revenues associated therewith,
provided in connection with the resale of services hereunder
shall be the responsibility of Centurylink and Centurylink shall
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58.5.2
directly bill and receive payment on its own behalf from an IXC
for access related to interexchange calls generated by resold or
rebranded customers.
Centurylink will deliver one monthly statement for Usage Data
Billing Services in the medium selected by CLEC in the start-up
process.
a. Invoices will be provided in a standard Carrier Access
Billing format or other such format as Centurylink may
determine;
b. Where local usage charges apply and message detail is
created to support available services, CLEC will pay
Centurylink for providing such call detail ;
c. The Parties will work cooperatively to exchange
information to facilitate the billing of lncollect/Outcollect
and inter/intra-region alternately billed messages.
Centurylink shall settle with CLEC for both intra-region
and inter-region billing exchanges of calling card, bill-to
third party, and collect calls under separately negotiated
settlement arrangements.
d. Centurylink shall bill for message provisioning and the
provision of usage records.
58.6 Other Billed Charges. CLEC is responsible for all charges incurred by CLEC's
End Users.
58. 7 Lost Data
58.7.1
58.7.2
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Loss of Recorded Usage Data. CLEC Recorded Usage Data
determined to have been lost, damaged or destroyed as a result
of an error or omission by Centurylink in its performance of the
recording function shall be recovered by Centurylink at no
charge to CLEC. In the event the data cannot be recovered by
Centurylink, Centurylink shall estimate the messages and
associated revenue, with assistance from CLEC, based upon
the method described below. This method shall be applied on a
consistent basis, subject to modifications agreed to by
Centurylink and CLEC. This estimate shall be used to adjust
amounts CLEC owes Centurylink for services Centurylink
provides in conjunction with the provision of Recorded Usage
Data.
Partial Loss. Centurylink shall review its daily controls to
determine if data has been lost. When there has been a partial
loss, actual message and minute volumes shall be reported, if
possible through recovery as discussed in this Section. Where
actual data are not available, a full day shall be estimated for the
recording entity, as outlined in the following paragraphs. The
amount of the partial loss is then determined by subtracting the
data actually recorded for such day from the estimated total for
such day.
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58.7.3
58.7.4
58.7.5
58.7.6
58.7.7
Complete Loss. When CenturyLink is unable to recover data as
discussed in this Section, estimated message and minute
volumes for each loss consisting of an entire AMA tape or entire
data volume due to its loss prior to or during processing , lost
after receipt, demagnetized before processing, receipt of a blank
or unreadable tape, or lost for other causes, shall be reported.
Estimated Volumes. From message and minute volume reports
for the entity experiencing the loss, CenturyLink shall secure
message/minute counts for the four (4) corresponding days of
the weeks preceding that in which the loss occurred and
compute an average of these volumes. CenturyLink shall apply
the appropriate average revenue per message (ARPM) agreed
to by CLEC and CenturyLink to the estimated message volume
for messages for which usage charges apply to the subscriber to
arrive at the estimated lost revenue.
If the day of loss is not a holiday but one (1) or more of the
preceding corresponding days is a holiday, CenturyLink shall
use additional preceding weeks in order to procure volumes for
two (2) non-holidays in the previous two (2) weeks that
correspond to the day of the week that is the day of the loss.
If the loss occurs on a weekday that is a holiday (except
Christmas and Mother's Day), CenturyLink shall use volumes
from the two (2) preceding Sundays.
If the loss occurs on Mother's Day or Christmas Day,
CenturyLink shall use volumes from that day in the preceding
year multiplied by a growth factor derived from an average of
CLEC's most recent three (3) month message volume growth. If
a previous year's message volumes are not available, a
settlement shall be negotiated.
58.8 Testing, Changes and Controls
58.8.1 The Recorded Usage Data format, content, and transmission
process shall be tested as agreed upon by CLEC and
CenturyLink.
58.8.2 Control procedures for all usage transferred between
CenturyLink and CLEC shall be available for periodic review and
errors must be identified and jointly resolved as they occur. The
resolution may include changes to control procedures , so similar
problems would be avoided in the future. Any changes to
control procedures would need to be mutually agreed upon by
CLEC and CenturyLink.
58.9 CLEC Requested Changes
58.9.1 CLEC may submit a request to negotiate and pay for changes in
the content and format of the usage data transmitted by
CenturyLink.
58.9.2
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When the negotiated changes are to be implemented, CLEC
and/or CenturyLink shall arrange for testing of the modified data.
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58.1 O Rejected Recorded Usage Data
58.10.1 Upon agreement between CLEC and Centurylink, messages
that cannot be rated and/or billed by CLEC may be returned to
Centurylink in their original format.
58.10.2 Centurylink may correct and resubmit to CLEC any messages
returned to Centurylink. Centurylink will not be liable for any
records determined by Centurylink to be billable to a CLEC End
User. CLEC will not return a message that has been corrected
and resubmitted by Centurylink. Centurylink will only assume
liability for errors and unguideables caused by Centurylink.
58.10.3 All practices and procedures for access to and use of
Centurylink OSS including all access and user identification
codes shall remain the property of Centurylink.
58.11 Data Validation Files
58.11 .1
58.11.2
Upon request, Centurylink will provide CLEC with any of the
following Data Validation Files at the rates identified in Table 1.
At Centurylink's option, the files will be provided via
downloadable, email, or other electronic format:
a. MSAG
b. Feature/Service Availability by Switch
c. Directory Names
d. Class of Service Codes
e. Community Names
f. Yellow Page Headings
g. PIC/LPIC (lnterLATNlntraLATA)
CLEC may obtain a data validation file not more than once per
quarter.
58.12 Usage Recording for Resold Services
58.12.1 Centurylink shall record all usage originating from CLEC End
Users using resold services ordered by CLEC, where
Centurylink records those same services for Centurylink End
Users.
59. CENTURYLINK ACCESS TO INFORMATION RELATED TO CLEC CUSTOMERS
59.1 Centurylink shall have the right to access, use and disclose information
related to CLEC End Users that is in Centurylink's possession (including, but
not limited to, in Centurylink OSS) only to the limited extent such access, use
and/or disclosure is required by law or is necessary to enforce Centurylink's
rights under this Agreement and Applicable Law, or is authorized by the
CLEC in the manner required by Applicable Law (provided, however any
such authorization must, at minimum, be in writing and must be specific as to
permissible use).
59.2 Intentionally Left Blank
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60. INTENTIONALL V LEFT BLANK
61. MAINTENANCE AND REPAIR
61.1 In the event of an outage or trouble in any service being provided by
CenturyLink hereunder, CLEC will follow CenturyLink's standard procedures
for isolating and clearing the outage or trouble. Before submitting a repair
request to CenturyLink, CLEC will isolate trouble to the CenturyLink network
and must submit test results indicating the location of the trouble when
submitting the repair request.
61 .2 CenturyLink shall provide repair, maintenance and testing for all resold
Telecommunications Services that CenturyLink is able to test, in accordance
with the terms and conditions of this Agreement.
61 .3 During the term of this Agreement, CenturyLink shall provide necessary
maintenance business process support as well as those technical and
systems interfaces at Parity. CenturyLink shall provide CLEC with
maintenance support at Parity.
61.3.1 For purposes of service restoral, CenturyLink shall designate a
CLEC access line as an Essential Service Line (ESL) at Parity
with CenturyLink's treatment of its own End Users and
applicable State law or regulation , if any.
61.4 CenturyLink shall provide CLEC maintenance dispatch personnel on the
same schedule that it provides its own subscribers.
61.5 All CenturyLink employees or contractors who perform repair service for
CLEC End Users shall follow CenturyLink standard procedures in all their
communications with CLEC End Users. These procedures and protocols
shall ensure that.
61.5.1
61.5.2
CenturyLink employees or contractors shall perform repair
service that is equal in quality to that provided to CenturyLink
End Users; and
Trouble calls from CLEC shall receive response time priority that
is equal to that of CenturyLink End Users and shall be handled
on a "first come first served" basis regardless of whether the End
User is a CLEC End User or a CenturyLink End User.
61.6 On all misdirected calls from CLEC End Users requesting repair, CenturyLink
shall provide such CLEC End User with the correct CLEC repair telephone
number as such number is provided to CenturyLink by CLEC. If CenturyLink
initiates trouble handling procedures, it will bear all costs associated with that
activity. If CLEC requests the trouble dispatch, and either there is no trouble
found, or the trouble is determined to be beyond the End User Demarcation
Point, then CLEC will bear the cost.
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ARTICLE V. RESALE
62. LOCAL TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE
62.1 All services made available by 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 Article II, and Applicable Law.
Centurylink will make available to CLEC for resale to End Users any local
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 Users via its applicable local retail Tariff or other retail
Telecommunication Service offerings (hereinafter, "resold services"). Terms,
conditions, and use limitations for CLEC shall be in Parity with services
offered by Centurylink to its End Users. The list of services described herein
which Centurylink shall make available to CLEC for resale pursuant to this
Agreement is neither all inclusive nor exclusive.
62.2 Resale services are available where facilities currently exist and are capable
of providing such services without construction of additional facilities or
enhancement of existing facilities. However, if CLEC requests that facilities
be constructed or enhanced to provide services for resale, Centurylink will
construct facilities to the extent necessary to satisfy its obligations to provide
basic Telephone Exchange Service as set forth in Centurylink retail Tariffs,
catalogs, price lists, or other retail Telecommunications Services offerings
and Commission rules. Under such circumstances, Centurylink will develop
and provide to CLEC a price quote for the facilities construction.
Construction charges associated with resold services will be applied in the
same manner that construction charges apply to Centurylink retail End
Users. If the price quote is accepted by CLEC, CLEC will be billed the
quoted price and construction will commence after receipt of payment.
62.3 Except as otherwise agreed to in writing by Centurylink, Centurylink shall
not be responsible for the installation, inspection, maintenance, repair or
removal, of facilities, equipment, software, or wiring provided by CLEC or
CLEC's End Users for use with any resold services.
62.4 CenturyLink and its suppliers shall retain all rights, title and interest in any
respective facilities, equipment, software, information, and wiring, used to
provide CLEC with resold services under this Agreement.
62.5 When applicable, Centurylink shall have access at all reasonable times to
CLEC 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. CLEC shall, at
CLEC's expense, obtain any rights and/or authorizations necessary for such
access.
63. GENERAL TERMS AND CONDITIONS FOR RESALE SERVICES
63.1 CLEC as Customer of Record. CLEC will be the customer of record for all
resold services purchased from Centurylink. Except as specified herein,
Centurylink will take orders from, bill and expect payment from CLEC for all
services ordered.
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63.2 Billing. Centurylink shall not be responsible for the manner in which CLEC
bills its End Users. All applicable rates and charges for services provided to
CLEC or to CLEC's End Users under this Agreement will be billed directly to
CLEC and shall be the responsibility of CLEC regardless of CLEC's ability to
collect ; including but not limited to toll and third-party charges unless CLEC
has taken appropriate actions to restrict CLEC's End Users' ability to incur
such charges.
63.3 Local Calling Detail. Except for those services and in those areas where
measured rate local service is available to End Users, monthly billing to
CLEC does not include local calling detail unless CLEC orders and pays for
such detail pursuant to the terms and conditions of this Agreement.
63.4 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).
63.5 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.
64. PRICING
64.1 Calculation of the Resale Discount and the Resulting Resale Rate. A
discount as shown in Table 1 shall apply to the retail rate of
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.
64.2 Promotions. Centurylink will make available for resale those promotional
offerings that are greater than ninety (90) Days in duration, and any special
promotional rate will be subject to the applicable resale discount.
Centurylink will make available for resale those promotional offerings that
are less than ninety (90) Days in duration; however, any special promotional
rate or other promotional offering 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, CLEC may choose either the promotion or
the discount at its discretion. In all cases, in order to obtain a promotional
offering, CLEC must qualify for the promotional offering under the stated
terms of the offering and must request the offering at the time of order
placement. CLEC shall not be eligible for any post-provisioning retroactive
applicability of a promotional offering.
64.3 Resale of "As Is" Services. When a Centurylink End User changes service
providers to CLEC resold service of the same type without any additions or
changes, the only applicable non-recurring charge will be the LSR Service
Order charge.
64.4 Resale with Changes in Services. If a CLEC End User adds features or
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6services when the End User changes its resold local service from
Centurylink or another service provider to CLEC, Centurylink will charge
CLEC the normal LSR Service Order charges and/or non-recurring charges
associated with said additions.
64.5 End User Contractual Arrangements. Centurylink will offer for resale its
currently existing (signed by an End User) Contract Service Arrangements,
Special Arrangements, or ICBs in accordance with FCC and Commission
Rules and Regulations. The End User's contractual arrangement with
Centurylink will terminate and any applicable termination liabilities will be
charged to the End User. The terms of the terminated Centurylink Contract
Service Arrangement, Special Arrangement or ICB will apply to the respective
resold services beginning on the date CLEC commences to provide service
to the End User and ending on the end date of the Contract Service
Arrangement, Special Arrangement or ICB.
64.5.1 Centurylink will bill CLEC the rate in the Contract Service
Arrangement, Special Arrangement or ICB until the originally
contracted end date for such services.
64.5.2 If CenturyLink does not receive a termination notice for the
arrangement from CLEC that specifies termination on the
contractual end date, CLEC will have the choice of accepting a
new contractual arrangement at then-current terms and pricing
or moving to the closest Tariffed or otherwise offered service
equivalent. If CLEC does not invoke its choice within 1 O
Business Days following the end date, then Centurylink may
select either alternative at its discretion. Any change in the rates
shall be retroactive to the most recent arrangement end date.
64.5.3 Notwithstanding Section 64.5.2, Centurylink at its discretion
may terminate any contractual arrangement at the specified end
date with no obligation to offer any replacement service.
64.6 Nonrecurring Charges. The resale discount, as shown in the Resale
attachment of this Agreement, does not apply to non-recurring charges
(NRCs), whether such NRCs are contained in this Agreement, in
Centurylink's applicable retail Tariffs or as otherwise offered on a retail basis.
65. LIMITATIONS AND RESTRICTIONS ON RESALE
65.1 Intentionally Left Blank.
65.2 Cross-Class Selling. CLEC will 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-1 , disabled services or lifeline services to non
qualifying customers).
65.3 Intentionally Left Blank.
65.4 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 eligible for the resale discount under the terms of this
Agreement.
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65.5
65.6
65.7
65.8
65.9
65.10
65.11
65.12
65.13
65 .14
Voice Mail Service. Voice Mail Service is not a Telecommunications Service
subject to resale under this Agreement. Where offered , CLEC may purchase
Voice Mail Service and related services for its End Users at Centurylink's
retail rates; however, no resale discount applies.
Hospitality Service. Centurylink will provide all blocking, screening, and other
applicable functions available for hospitality lines under Tariff.
LIDS Administration. Centurylink will maintain customer information for
CLEC End Users who subscribe on a retail basis to resold Centurylink local
service dial tone lines, in Centurylink's LIDS in the same manner that it
maintains information in LIDS for its own similarly situated End Users.
Centurylink will update and maintain CLEC's information in LIDS on the
same schedule that it uses for its own similarly situated End Users.
84.7.1 Until such time as Centurylink's LIDS has the software
capability to recognize a resold number as CLEC's, Centurylink
will store the resold number in its LIDS at no charge and will
retain revenue for LIDS look-ups to the resold number.
OS/DA. The resale discount shall not apply to Operator Services (OS) or
Directory Assistance (DA) services provided to CLEC's End Users by
Centurylink's OS and DA vendors,
Special Access Services. CLEC may purchase for resale special Access
Services; however, no resale discount applies.
COCOT Coin or Coinless Lines. CLEC may purchase for resale COCOT
coin or coinless line services; however, no resale discount applies.
Grandfathered Services. Services identified in Centurylink Tariffs as
Grandfathered in any manner are available for resale only to End Users that
already have such Grandfathered Service. An existing End User 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 Table 1.
Universal Emergency Number Service. Universal Emergency Number
Service is not a separate service available for resale. Universal Emergency
Number Service (E911/911 Service) is provided with each local Telephone
Exchange Service line resold by CLEC whenever E911/911 Service would be
provided on the same line if provided by Centurylink to a Centurylink End
User.
Services provided for CLEC's Own Use. Telecommunications Services
provided directly to CLEC for its own use or for the use of its Subsidiaries and
Affiliates and not resold to CLEC's End Users must be identified by CLEC as
such , and CLEC will pay Centurylink's retail prices for such services. Use of
a Centurylink service for the transport or consolidation of any CLEC services
to multiple End Users shall be considered service provided for CLEC's own
use.
CLEC shall not use resold local Telecommunications Services to provide
access or Interconnection services to itself, its Subsidiaries and Affiliates,
lnterexchange Carriers (IXCs), wireless carriers, competitive access
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providers (CAPs), or any other Telecommunications providers; provided,
however, that CLEC may permit its subscribers to use resold local exchange
telephone service to access IXCs, wireless carriers, CAPs, or other retail
Telecommunications providers.
65.15 CLEC may resell services that are provided at a volume and/or term discount
in accordance with the terms and conditions of the applicable Tariff. Any
volume and/or term discount shall be applied first to the retail price, and the
resale discount shall be applied thereafter. CLEC shall not permit the sharing
of a service by multiple End User(s) or the aggregation of traffic from multiple
End Users' lines or locations onto a single service for any purpose, including
but not limited to the purpose of qualifying for a volume and/or term discount.
Likewise, CLEC shall not aggregate the resold services to individual End
Users at multiple addresses to achieve any volume discount where such may
be available pursuant to Tariff or special promotion.
66. CHANGES IN RETAIL SERVICE
66.1 Centurylink will notify CLEC, at the time a Tariff is filed with the Commission,
of any changes in the prices, terms and conditions under which Centurylink
offers Telecommunications Services at retail to subscribers who are not
Telecommunications Carriers by posting such changes on Centurylink's
Website. Such changes may include, but not be limited to, the introduction of
any new features, functions, services, promotions in excess of ninety (90)
Days in duration, or the discontinuance or Grandfathering of current features
and services. Where CLEC has signed up for or subscribed to Centurylink's
email notification service, Centurylink also will provide notice to CLEC of
such changes by posting the same to Centurylink's Website, with email
notification of such postings.
67. REQUIREMENTS FOR SPECIFIC SERVICES
67.1 E911/911 Services. Centurylink will use its standard Service Order process
to update and maintain the CLEC customer service information in the
Automatic Location Identification/Database Management System (ALI/OMS)
used to support 911 Services on the same schedule that it uses for its own
retail End Users. Centurylink will provide CLEC End User information to the
PSAP. CLEC shall update its End User's 911 information through the LSR
process. Centurylink assumes no liability for the accuracy of information
provided by CLEC, and Centurylink shall not be responsible for any failure of
CLEC to provide accurate End User information for listings in any databases
in which Centurylink is required to retain and/or maintain such information.
67.1.1 CLEC shall be responsible for collecting from its End Users 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.
67.2 Suspension of Service. CLEC may offer to resell End User-Initiated
Suspension and Restoral Service to its End Users if and to the extent offered
by Centurylink to its retail End Users.
67.2.1 CLEC may also provide Centurylink-lnitiated Suspension
service for its own purposes, where available. Centurylink shall
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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. CLEC shall be responsible
for placing valid orders for the suspension and the subsequent
disconnection or restoral of service to each of its End Users.
a. If CLEC submits a request for a disconnection of an End
User service and subsequently requests reconnection of
the same End User service, the terms for suspension of
service will apply.
b. Service Order charges and any applicable Tariff fees will
apply to all temporary suspension and restoral requests
made by CLEC including disconnection and subsequent
reconnection requests for the same End User service.
67.2.2 If CLEC suspends service for one of its End Users and fails to
submit a subsequent disconnection order within the maximum
number of Days permitted for a company-initiated suspension
pursuant to the applicable Tariff or Applicable Law, CLEC shall
be charged and shall be responsible for all appropriate monthly
service charges for the End User's service from the suspension
date through the disconnection date.
67.2.3 If CLEC restores its End User, restoral charges will apply, and
CLEC will be billed for the appropriate service from the time of
suspension.
67.3 End User Retention of Telephone Number. Telephone numbers may not 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.
68. PRE-ORDERING AND ORDERING
68.1 Centurylink will provide pre-ordering and ordering services for resale
services to CLEC consistent with Centurylink's published Standard
Practices.
68.2 Telephone Number Assignments. Where CLEC resells service to a new (not
currently existing) End User, Centurylink will allow CLEC to place Service
Orders and receive phone number assignments.
68.2.1 When CLEC uses numbers from a Centurylink NXX,
Centurylink will provide the same range of number choices to
CLEC, including choice of exchange number, as Centurylink
provides its own subscribers. Reservation and aging of
Centurylink NXXs will remain Centurylink's responsibility.
68.2.2 Centurylink will provide CLEC with the ability to obtain
telephone numbers while a subscriber is on the phone with
CLEC.
68.2.3
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In conjunction with an order for service, and only to the extent
such are available, Centurylink will accept CLEC orders for
blocks of numbers for use with complex services including, but
not limited to, DID, Centrex, and Hunting arrangements, as
requested by CLEC.
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68.2.4 Number reservations. Number reservations shall only be made
available to CLEC for the same time period that Centurylink
offers to its own subscribers pursuant to Tariff or other published
terms. Centurylink reserves the right to cancel any number
reservation without notice upon the end of the specified time
period.
a. Centurylink will not accept any number reservations from
CLEC if Centurylink's own subscribers are not offered the
ability to reserve numbers.
b. For simple services number reservations and aging of
Centurylink's numbers, Centurylink will provide real-time
confirmation of the number reservation when the Electronic
Interface has been implemented. For number reservations
associated with complex services, Centurylink will provide
confirmation of the number reservation within twenty-four
(24) hours of CLEC's request. Consistent with the manner
in which Centurylink provides numbers to its own
subscribers , no telephone number assignment is
guaranteed until service has been installed.
68.3 Maintenance. Centurylink will provide repair and maintenance services to
CLEC and its End Users for resold services in accordance with the terms set
forth in Article IV of this Agreement, which are the same standards and
charges used for such services provided to Centurylink End Users.
Centurylink will not initiate a maintenance call or take action in response to a
trouble report from a CLEC End User until such time as trouble is reported to
Centurylink by CLEC. CLEC must provide to Centurylink all End User
information necessary for the installation, repair and servicing of any facilities
used for resold services as described in the published Centurylink Standard
Practices.
69. ACCESS CHARGES
69.1 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 Service revenues when providing
Switched Access Services for CLEC's retail End Users served via resale.
When CLEC resells special access to its End Users, Centurylink is not
entitled to any special access revenues from CLEC's End Users.
70. RESALE OF CLEC'S TELECOMMUNICATIONS SERVICES
70.1 CLEC also acknowledges that CLEC is required pursuant to 47 U.S.C.
§251 (b) to make available its Telecommunications Services to Centurylink
for resale by Centurylink. Upon request by Centurylink, CLEC shall provide
for resale of CLEC's Telecommunications Services under the same terms
and conditions as those that are offered by Centurylink to CLEC under this
Agreement.
71. TAG AND LABEL
71 .1 At CLEC's request, Centurylink will tag and label services term inated at the
Network Interface Device (NID). Tag and label may be ordered as a stand
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alone service.
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a. Centurylink will include the following information on the
label: order number, due date, CLEC name, and the circuit
number.
b. CLEC must specify on the order form whether each service
terminating at the NID should be tagged and labeled.
c. The rates for tag and label and related services are set
forth on Table 1. A trip charge may be billed in addition to
the tag and label charges.
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ARTICLE VI. ADDITIONAL SERVICES
72. DIRECTORY ASSISTANCE
72.1 The Parties acknowledge that Centurylink is not a Directory Assistance (DA)
provider. Centurylink provides directory listings information for its subscribers
to third party DA providers to be included in the national and local databases
used by such third party providers. The Parties agree that to the extent the
DA provider contracted by CLEC for DA services to CLEC's subscribers also
populates the national DA database, then CLEC's DA listings have been
made available to Centurylink's subscribers and no further effort is needed
by either Party. If for any reason, CLEC desires that Centurylink act as a
middleman conduit for the placement of CLEC's DA listings in the DA
database(s), then Centurylink shall provide such compensable DA listings
service pursuant to separate written terms and conditions between
Centurylink and CLEC which will be attached to this Agreement as an
Amendment.
73. DIRECTORY LISTINGS SERVICE
73.1 These requirements pertain to Centurylink's Listings Service Request
process that enables CLEC to (i) submit CLEC End User information for
inclusion in Directory Listings databases; and (ii) submit CLEC End User
information for inclusion in published directories.
73.2 When implemented by the Parties, Centurylink shall accept orders on a real
time basis via Electronic Interface in accordance with OBF Directory Service
Request standards within three (3) months of the effective date of this
Agreement. In the interim, Centurylink shall create a standard format and
order process by which CLEC can place an order with a single point of
contact within Centurylink.
73.3 Centurylink will provide to CLEC the following Directory Listing Migration
Options:
73.3.1
73.3.2
73.3.3
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Migrate "As Is". Retain all white page listings for the End User in
both DA and DL. Transfer ownership and billing for white page
listings to CLEC.
Migrate with Changes. Incorporate the specified changes
(e.g., additional listings order, deletions, or other changes to
existing listing information). Transfer ownership and billing for
the white page listings to CLEC.
Centurylink shall update and maintain directory listings
information to reflect which of the following categories CLEC
subscribers fall into:
a. "LISTED" means the listing information is available for all
directory requirements;
b. "NON-LISTED" means the listing information is available
for all directory requirements, but the information does not
appear in the published street directory;
c. "NON-PUBLISHED" means that a directory service may
confirm, by name and address, the presence of a listing,
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but the telephone number is not available. The listing
information is not available in either the published directory
or directory assistance.
73.4 Based on changes submitted by CLEC, Centurylink shall update and
maintain directory listings data for CLEC End Users who:
73.4.1 Disconnect Service;
73.4.2 Change Local Provider;
73.4.3
73.4.4
73.4.5
73.4.6
Install Service;
Change any service which affects DA information;
Specify Non-Solicitation; and
Change categories from Non-Published, Non-Listed, or Listed.
73.5 The charge for storage and maintenance of CLEC End User information in
the DL system is included in the rates where CLEC is buying resold services
with respect to specific addresses. If CLEC does not purchase resold
services, CLEC shall pay for such storage and maintenance services at the
rate reflected on Table 1.
73 .6 CLEC acknowledges that certain directory functions are not performed by
Centurylink but rather are performed by and are under the control of the
directory publisher, and Centurylink shall not have any liability to CLEC for
any acts or omissions of the publisher.
73.7 CLEC acknowledges that for a CLEC End User's name to appear in a
directory, CLEC must either (i) submit an LSR (e.g. an LNP order) or a
Directory Service Request (DSR) reflecting a request for directory listing, or
(ii) contract directly with the publisher. If CLEC wants to delete an End User
listing from Centurylink's database (e.g. if CLEC contracts directly with the
publisher), CLEC must submit an appropriate LSR (such as an LNP order) or
a DSR. All orders will be subject to applicable charges reflected on Table 1.
73 .8 CLEC shall provide directory listings to Centurylink pursuant to the directory
listing and delivery requirements in the data format currently used by
Centurylink, at a mutually agreed upon timeframe. Other formats and
requirements shall not be used unless mutually agreed to by the parties.
73.9 Traditional White Pages Listings.
73.9.1 Centurylink shall include in its master End User system
database all white pages listing information for CLEC End Users
whose information was properly submitted a DSR.
73.9.2 When CLEC purchases resold services at a specific address,
one basic White pages listing for each CLEC End User is
included in the rates or the Resale discount in Table 1. If CLEC
requests a listing for an address where CLEC is not buying
resold services, CLEC shall pay for all requested listings for
such address at the rate reflected on Table 1. A basic White
Pages listing is defined as a customer name, address and one
primary telephone number.
73.9.3 CLEC agrees to provide customer listing information for CLEC's
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73.9.4
73.9.5
73.9.6
73.9.7
73.9.8
subscribers to Centurylink, at no charge. Centurylink will
provide CLEC with the appropriate format for provision of CLEC
customer listing information to Centurylink. The parties agree
to adopt a mutually acceptable electronic format for the provision
of such information as soon as practicable.
CLEC will be charged a Service Order entry fee upon
submission of Service Orders into Centurylink's Service Order
Entry (SOE) System. Service Order entry fees apply when
Service Orders containing directory records are entered into
Centurylink's SOE System initially, and when Service Orders
are entered in order to process a requested change to directory
records.
CLEC End User listing information will be used solely for the
provision of directory services, including the sale of directory
advertising to CLEC End Users.
In addition to a basic White Pages listing, Centurylink will
provide Tariffed White Pages listings (e.g., additional, alternate,
foreign and non-published listings) for CLEC to offer for resale to
CLEC's End Users.
Centurylink will accord CLEC End User listing information the
same level of confidentiality that Centurylink accords its own
proprietary customer listing information. Centurylink shall
ensure that access to CLEC End User proprietary listing
information will be limited solely to those of Centurylink and
Centurylink's directory publisher's employees, agents and
contractors that are directly involved in the preparation of
listings, the production and distribution of directories, and the
sale of directory advertising. Centurylink will advise its own
employees, agents and contractors and its directory publisher of
the existence of this confidentiality obligation and will take
appropriate measures to ensure their compliance with this
obligation.
Centurylink will provide CLEC's End User listing information to
any third party solely to the limited extent required by Applicable
Rules.
73.10 Other Directory Services.
73.10.1
73.10.2
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Both parties acknowledge that Centurylink's directory publisher
is not a party to this Agreement and that the provisions
contained in this Agreement are not binding upon Centurylink's
directory publisher.
Centurylink agrees to include critical contact information
pertaining to CLEC in the "Information Pages" of those of its
White Pages directories containing information pages, if CLEC
meets criteria established by its directory publisher. Critical
contact information includes CLEC's business office number,
repair number, billing information number, and any other
information required to comply with applicable regulations, but
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73.10.3
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not advertising or purely promotional material. CLEC will not be
charged for inclusion of its critical contact information. The
format, content and appearance of CLEC's critical contact
information must conform to applicable directory publisher's
guidelines and will be consistent with the format, content and
appearance of critical contact information pertaining to all
CLECs in a directory.
The directory publisher shall maintain full authority as publisher
over its publishing policies, standards and practices, including
decisions regarding directory coverage area, directory issue
period, compilation, headings, covers, design, content or format
of directories, and directory advertising sales.
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ARTICLE VII. PRICING
74. GENERAL PRICING TERMS
74.1 All prices under this Agreement are set forth in the attachments designated
Table 1 of this Agreement which are hereby incorporated into, and made a
part of, this Agreement. If this Agreement provides for a service that does not
have a corresponding rate in Table 1, or is not subject to Section 52,
Centurylink will develop a rate consistent with the relevant Section.
74.2 All rates provided under this Agreement shall remain in effect for the term of
this Agreement.
75. APPLICATION OF NON RECURRING CHARGES
75.1 Pre-ordering:
75.1 .1 "Account Establishment" is a one-time charge applied the first
time that CLEC orders any service from a Centurylink Affiliate
that is a Party to this Agreement.
75.1.2 "Customer Record Search" applies when CLEC requests a
summary of the services currently subscribed to by the End User
Customer.
76. NON-RECURRING CHARGES (NRCS) FOR RESALE SERVICES
76.1 NRCs, other than those for Pre-ordering and Custom Handling specifically
listed in this attachment, will be charged from the appropriate retail Tariff.
76.2 For subscriber conversions requiring coordinated cut-over activities,
coordinated hot cut charges will apply on a per order basis in addition to all
other appropriate charges.
77. TO BE DETERMINED (TBD) PRICES
77.1 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 Table 1 or 2 and
there are no corresponding prices or rates in such Table 1 or 2, such price
shall be considered TBD.
77.2 In the event the Parties are unable to agree upon a price for a TBD item,
Centurylink will use the Tariffed rate, if one exists, for the most analogous
Tariffed product or service as the interim price. Either Party may then invoke
the dispute resolution process set forth in Article II 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.
April 4, 2016/kjc/dishNET Wireline/10
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ARTICLE VIII. MISCELLANEOUS
78. AUTHORIZATION AND AUTHORITY
78.1 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
she has executed this Agreement. Each Party represents it has had the
opportunity to consult with legal counsel of its choosing, and CLEC 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.
78.2 Centurylink represents and warrants that it is a validly existing legal entity
and in good standing under the laws of the State and has full power and
authority to execute and deliver this Agreement and to perform its obligations
under this Agreement.
78.3 CLEC represents and warrants that it is a validly existing legal entity and in
good standing under the laws of the State, and has full power and authority to
execute and deliver this Agreement and to perform its obligations under this
Agreement.
79. COUNTERPARTS
79.1 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.
April 4, 2016/kjc/dishNET Wireline/lD
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SIGNATURE PAGE
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and
accepted by its duly authorized representatives
dishNET Wireline L.L.C.
Brian Neylon
Name Printed/Typed
EVP -Customer Acquisition and Retention
Title
Date 7
April 4, 2016/kjc/dishNET Wireline/JD
CenturyTel of the Gem State, Inc.
d/b/a Centurylink
CenturyTel of Idaho, Inc. d/b/a Centurylink
~ DocuSigned by: ~~=:.,:::
Signature
Diane Roth
Name Printed/Typed
Director -Wholesale
Title
8/31/2016
Date
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Table 1 -Rates
KEY CODES ®* CenturyTel -Idaho Augustr 2016
MRC NRC Resale Elements
~J ,•, Account Establishment Charge MRC NRC
Account Establishment $0.00
[~,@ Customer Record Search Charges " OOi MRC NRC
Customer Record Search -Manual $11.67
Customer Record Search -Electronic $0.00
Resale Discounts MRC NRC
Resale Discount 15.86%
Usage FIie Charges MRC NRC
Message Provisioning, per message $0.000581
Data Transmission, per message $0.000000
Media Charge -per CD (Price reflects shipping via regular U.S. Mail) $18.00
~ <', Other Charges MRC NRC
Temporary Suspension of Service for Resale -SUSPEND $0.00
Temporary Suspension of Service for Resale -RESTORE $21.00
PIC Change Charge, per change Per Tariff
Operator Assistance / Directory Assistance Branding ICB
UNE Loop, Tag & Label/ Resale Tag & Label MRC NRC
10005 Tag and Label on a reinstall loop or an existing loop or resale $13.07
Directory Services MRC NRC
Refer to
Applicable Retail
Directory -Premium & Privacy Listings Tariff
Ad Hoc (Each Additional ) Galley $150.00
Directory Listings -(if CLEC not purchasing UNE Loops or Resale Services) $0.00
CenturyTel -Idaho Page 1