HomeMy WebLinkAbout20170612Application.pdff"li.:{;ijlVED
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71
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June 8,2017
Via Overnight delivery
Ms. Diane Hanian, Secretary
Idaho Public Utilities Commission
47 2 W est Washington Steet
P.O. Box 83720
Boise, Idaho 83720-0074 cEN -T- t7-ot / L65-t-n -Dt
Case No.:
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 of the Gem State, Inc. dlbla CenturyLink, CenturyTel of Idaho,Inc. dlbla
CenturyLink and Level 3 Communications, LLC for the State of Idaho. CenturyLink
respectfully requests that this matter be placed on the Commission Decision Meeting Agenda for
expedited approval.
Please contact me if you have any questions conceming the enclosed. Thank you for
your assistance in this matter.
Sincerely
Legal Assistant III
liea
Enclosurescc: Service List
vvww.centurylink.com
1600 7tn Avenue, Room 1505
Seattle, Washington 98191
20G733-5236
Re
iosie.addinston @centurvlink.com
Lisa A Anderl (WSBA# 13236)
CenturyLink
1600 7th Ave, Room 1506
Seattle, Washington 98 1 91
Telephone: (206) 345 -l 57 4
Lisa. anderl @centurylink. com
APPLICATION OF CENTURYTEL OF THE
GEM STATE DBA CENTURYLINK.C,XP
CENTURYTEL OF IDAHO,INC. or.c,
CENTURYLUNK FOR APPROVAL OF THE
RESALE AGREEMENT WITH LEYEL 3
COMMUNICATIONS, LLC FOR THE STATE
oF IDAHO PURSUANT TO 47 U.S.C. $2s2(r)
APPLICATIoN FoR APPRoVAL oF RESALE AGREEMENT _ I
LEvEL 3 CouuuNrcATroNS, LLC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO.:
APPLICATION FOR APPROVAL OF
RESALE AGREEMENT
t1-D I
CenturyTel of the Gem State, Inc. dba Centurylink and CenturyTel of Idaho, Inc. dba
CenturyLink (individually and collectively "CenturyLink") hereby file this Application for
Approval of the Resale Agreement By and Between CenturyTel of the Gem State Inc.dba
CenturyLink, CenturyTel of Idaho, Inc. dba CenturyLink and Level 3 Communications, LLC for
the State of Idaho ("Agreement"). The Agreement with Level 3 Communications, LLC ("Level
3") 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
CenturyLink
1600 7mAve., Suite 1506
Seattle, Washington 98191
Telephone: (206)'133-517 8
agreement; or the implementation of such an agreement (or portion) is not consistent with the
public interest, convenience and necessity.
CenturyLink respectfully submits that this Agreement provides no basis for either of
these findings, and, therefore requests that the Commission approve this Agreement
expeditiously. This Agreement is consistent with the public interest as identified in the pro-
competitive policies of the State of Idaho, the Commission, the United States Congress, and the
Federal Communications Commission. Expeditious approval of this Agreement will enable
Level 3 to interconnect with CenturyLink facilities and to provide customers with increased
choices among local telecommunications services.
CenturyLink further requests that the Commission approve this Agreement without a
hearing. Because this Agreement was reached through voluntary negotiations, it does not raise
issues requiring a hearing and does not concern other parties not a party to the negotiations.
Expeditious approval would further the public interest.
Respectfully submittedthis 8th day ofJune,2Ol7.
CENTURYLINK
Lisa A. Anderl
Attorney for Century
APpr-ICeTIoN ron AppRovAL oF RESALE AGREEMENT-2
LEvEL 3 CouuuNIcATIoNs, LLC
CenturyLink
1600 76Ave., Suite 1506
Seattle, Washington 98191
Telephone: (206) 733-5178
CERTIFICATE OF' SERYICE
I hereby certify that on this 8th day of June,2017,I served or caused to be served
the foregoing APPLICATION FOR APPROVAL OF INTERCONNECTION
AGREEMENT upon all parties of record in this matter as follows:
Diane Hanian, Secretary
Idaho Public Utilities Commission
47 2 W est Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
diane.holte@puc.idaho. gov
Level3 Communications, LLC (w/o encl.)
Attn: General Counsel - Regulatory
1 025 Eldorado Boulevard
Broomfield, Colorado 80021
Level3 Communications, LLC (w/o encl.)
Attn: VP - Carrier Relations
1 025 Eldorado Boulevard
Broomfield, Colorado 80021
Josie
AppLrcATroN FoR AppRovAL oF RESALE AcREEMENT-3
LEVEL 3 CopuuNrcATroNS, LLC
Hand Delivery
U. S. MailXX Overnight Delivery
Facsimile
Email
Hand DeliveryXX U. S. Mail
Overnight Delivery
Facsimile
Email
Hand DeliveryXX U. S. Mail
Overnight Delivery
Facsimile
Email
CenturyLink
1600 76Ave., Suite 1506
Seattle, Washington 98191
Telephone: (206) 733-5178
DocuSign Envelope lD: 8F1 1 D29A-5798-4F78-8A98-41 D2AB60BFE0
el Y.*'tr"x
7o..-'!wd lB
CenturyLink-
Resale Agreement
By and Between
GenturyTel of the Gem State, !nc. d/b/a CenturyLink
GenturyTelof ldaho, lnc. d/b/a CenturyLink
and
Level 3 Communications, LLC
For the State of
ldaho
June 1, 2017 RlclLevel 3llD
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TABLH ST COTYESqYS
ARTICLE I. DEFINITIONS
GENERAL RULES
ARTICLE I!. GENERAL TERMS AND CONDITIONS
APPLICATION OF THESE GENERAL TERMS AND CONDITIONS.........
POSITION OF THE PARTIES
REGULATORY APPROVALS
EFFECTIVE DATE, TERM AND TERMINATION
CLEC CERTIFICATION
APPLICABLE LAW
CHANGES IN LAW
AMENDMENTS..
CONFIDENTIAL INFORMATION
CONSENT
CONTACTS BETWEEN THE PARTIES
GENERAL DISPUTE RESOLUTION .................
ENTIRE AGREEMENT
FORCE MAJEURE
FRAUD
HEADINGS
INTELLECTUAL PROPERTY .............
LAW ENFORCEMENT
LIABILITY AND IN DEMNIFICATION
SU BCONTRACTORS.......
INSURANCE
NON.EXCLUSIVE REMEDIES
RESERVATION OF RIGHTS
NOTICES
REFERENCES..
RELATIONSHIP OF THE PARTIES..................
SUCCESSORS AND ASSIGNS - BINDING EFFECT......
SURVIVAL
TAXES/F EES ..................
T
THIRD.PARTY BENEFICIARIES........
USE OF SERVICE
FEDERAL JURISDICTIONAL AREAS
wAtvER.....
WITHDRAWAL OF SERVICES..
TECHNOLOGY UPGRADES ...............
ARTICLE!I!. IMPLEMENTATION ......37
IMPLEMENTATION PLAN ..........
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SEGURITY OEPOSIT
START.U P DOCUM ENTATION
LETTER OF AUTHORIZATTON (LOA)
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ARTICLE !V. OPERATIONAL TERMS...4',1
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STANDARD PRACTICES 41
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ESCALATION PROCEDURES
CONTACT WITH END USERS
CAPACITY PLANNING AND FORECASTS..........
ORDERING AND PROVISIONING.....
UNIVERSAL SERVICE FUND..
BILLING AND PAYMENTS/DISPUTED AMOUNTS
AUDITS......
CENTURYLINK OSS INFORMATION
PROVISION OF USAGE DATA
CENTURYLINK ACCESS TO INFORMATION RELATED TO CLEC CUSTOMERS..............
MAINTENANCE AND REPAIR
ARTICLE V. RESALE .63
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LOCAL TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE.................
GENERAL TERMS AND CONDITIONS FOR RESALE SERVICES
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PRICING
LIMITATIONS AND RESTRICTIONS ON RESALE
CHANGES IN RETAIL SERVIGE....
REQUIREMENTS FOR SPECIFIC SERVICES..
PRE.ORDERING AND ORDERING.
ACCESS CHARGES
RESALE OF CLEC'S TELECOMMUNICATIONS SERVICES
TAG AND LABEL
ART!CLE V!. ADDITIONAL SERVICES...............
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DTRECTORY ASS1STANCE..................
DIRECTORY LISTINGS SERVICE....
ARTIGLE VII. PRICING....................75
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GENERAL PRICING TERMS....... ..............75
AppLtcATtoN oF NoN RECURRING CHARGES.. .........................75
NON-RECURRTNG CHARGES (NRCS) FOR RESALE SERVrCES.........................................75
TO BE DETERMTNED (TBD) PRTCES .......75
ARTIGLEV!II. MISCELLANEOUS..................... ro
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AUTHORIZATION AN D AUTHORITY 76
76COUNTERPARTS
SIGNATURE PAGE..............77
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This Resale Agreement is entered into by and between CenturyTel of the Gem State, lnc. d/b/a
CenturyLink; CenturyTelof ldaho, lnc. d/b/a CenturyLink, an ILEC, ("CenturyLink"), and Level 3
Communications, LLC in its capacity as a certified provider of localwireline Telecommunications
Service, ("CLEC"). 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 lncumbent Local Exchange Carriers (lLECs) 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 the resale of
Telecommunications Services in the State of ldaho (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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ARTICLE I. DEFINITIONS
2.
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.
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 between a term which is
defined in more than one place within this Agreement, including any
attachments, a definition set forth in a specific Article, attachment or provision
shall controlwith respect to that Article, attachment or provision.
1.3 A defined term intended to convey the meaning stated in this Agreement is
capitalized when used. Capitalized terms that are not otherwise defined in
this Agreement, including any attachments, 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.
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 Services, Switched
Access Services, and I nterconnection.
Access Services: lnterstate and intrastate Switched Access Services and Special
Access 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. SS151, 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. 5153(2).
Apolicable 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 or
as subsequently revised.
As-ls Transfer (AlI: 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 allsuch services being provided as is.
Automated Messaoe Accountinq (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-11OO-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 Du Dale: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 Dav: Monday through Friday, except for company holidays on which
CenturyLink is officially closed for business.
Certificate of Ooeratino Authoritv: 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 ldentification 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.
CLEC: The Party to this Agreement identified as such and which is a Competitive Local
Exchange Carrier as defined in 47 U.S.C. S153, authorized to provide Telephone
Exchange Services or Exchange Access Services in competition with an ILEC.
CLLI Codes: Common Language Location ldentifier Codes.
Commission: The State Public Service or Public Utility Commission, as applicable.
Custom Callino Features: A set of Telecommunications Service features available to
residential and single-line business customers including call-waiting, call-forwarding and
three-party calling.
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Customer Proprietarv Network lnformation (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 provide(s).
Customer Service Record Search: A process requested by a Party that typically
searches for basic account information, listing/directory information, service and
equipment listing, and billing information for a customer. The requesting Party 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 Agreement, 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.
Disouted 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.
E911 or Enhanced 911 Service or E911 Service: Atelephone system which includes
network switching, database 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 this Agreement.
Electronic lnterface: 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 (lXC), Competitive Access Provider (CAP) or Commercial
Mobile Radio Service (CMRS) provider (also known as a Wireless Carrier) or their retail
customers.
Exchanoe Access: The offering of access to Telephone Exchange Services or facilities
for the purpose of the origination or termination of Telephone Toll Services).
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Exchanoe Messaqe lnterface (EMl): 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
lnterface (EMl)was formerly known as an Exchange Message Record (EMR).
FCC: The Federal Communications Commission.
Federal Universal Service Charoe (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 End Users and is
limited to the current End Users at their current locations with certain provisioning
limitations, including but not limited to upgrade denials, feature adds/changes and
responsible/billing party.
lntellectual Propertv: 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).
lntellectual Propertv Claim: Any actual or threatened claim, action or proceeding relating
to lntellectual Property.
lnterexchanoe Carrier (lXC): A carrier that provides, directly or indirectly, lnterLATA or
lntraLATA Telephone Toll Service.
lnterexchanqe Service: Telecommunications Service between stations in different
exchange areas.
lnterLATA Toll Traffic: Telecommunications trafflc 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.
lntraLATA LEC Toll Traffic: means lntraLATA Toll traffic originated by the End Users of
a Party acting in its capacity as a Local Exchange Carrier and not in its capacity as, or
on behalf of, an lXC.
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ISP-Bound Traffic: For purposes of this Agreement, traffic that is transmitted to an
lnternet Service Provider (lSP) 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 Rcd. 9151 (2001). ISP-Bound Traffic does not include any VNXX Traffic.
LocalAccess and Transport Area (LATA): Shall have the meaning set forth in 47 U.S.C.
s153(31).
Local Callino Area (LCA): The CenturyLink local exchange area, or mandatory
Extended Area Service (EAS) exchanges, as required by the Commission or as defined
in CenturyLink's loca! exchange Tariffs.
Local Exchanqe Carrier (LEC): Shall have the meaning set forth in 47 U.S.C. 5153(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 for the purpose of providing competitive local
Telecommunications Services. Sometimes referred to as a Service Order.
North American Numberino Plan (NANP): The system of telephone numbering
employed in the United States, Canada, and Caribbean countries for the allocation of
unique 1O-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.
Numberinq Plan Area (NPA): Also sometimes referred to as an "area code," an NPA is
the three-digit indicator, which is defined by the "A", "8", 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.
N)(X. 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.
Orderinq and Billinq Forum (OBF): An industry committee functioning under the
auspices of the Alliance for Telecommunications lndustry Solutions (ATIS).
Operations Support Svstems (OSS): The pre-ordering, ordering, provisioning,
maintenance and repair, and billing functions supported by CenturyLink's databases and
information.
Partv 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 Safefu Answerino 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 switching 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 Affectinq: A Service Affecting issue or dispute shall mean that such issue or
dispute, unless resolved, places a Pafi'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 a
service (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.
Subsidiarv: 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 Vo|P-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 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. ln 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, lnc. 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. S153(50).
Telecommunications Carrier: Shall have the meaning set forth in 47 U.S.C. 5153(51).
This definition includes CMRS providers, lXCs and, to the extent they are acting as
Telecommunications Carriers, companies that provide both Telecommunications and
lnformation 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. 5153(53)
Telephone Exchanoe Service: Shall have the meaning set forth in 47 U.S.C. 5153(54)
Teleohone 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 Charqes: 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.CenturvLink.com/wholesale
Wholesale Service: Telecommunications Services that CenturyLink provides at retail
services to subscribers who are not Telecommunications Carriers as set forth in
47 U.S.C. S251(cX4) which CenturyLink offers to qualified providers at a wholesale rate.
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ARTICLE !I. GENERAL TERMS AND CONDITIONS
3.APPLICATION OF THESE GENERAL TERMS AND CONDITIONS
3.1 Except as may otheruise 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.
POSITION OF THE PARTIES
4.1 This Agreement is an integrated package that reflects a balancing of interests
of 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.
REGULATORY APPROVALS
5.1 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.
ln 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.
EFFECTIVE DATE, TERM AND TERMINATION
6.1 Effective Date. Subject to Section 5.1, 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.
6.1.1 Notwithstanding the above, 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.
6.2 Term. This Agreement shall continue for a period of three (3) years after
execution by both Parties (the lnitial Term), unless terminated earlier in
accordance with the terms of this Agreement. lf neither Party terminates this
Agreement as of the last day of the lnitial Term, this Agreement shall
continue in force and effect on a monthto-month basis unless and until
terminated as provided in this Agreement.
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5.
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6.3
6.2.1 Notwithstanding the above, CenturyLink may terminate this
Agreement after six (6) consecutive months of inactivity on the
part of CLEC. lnactivity 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.
Notice of Termination. Either Party may terminate this Agreement effective
upon the expiration of the lnitial Term by providing written notice of
termination (Notice of Termination) at least ninety (90) Days prior to the last
day of the lnitial 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.
Effect on Termination of Negotiating Successor Agreement. lf either Party
provides Notice of Termination pursuant to Section 6.3 and, on or before the
noticed date of termination (the End Date), either Party has requested
negotiation of a new lnterconnection agreement, such notice shall be deemed
to constitute a Bona Fide Request to negotiate a replacement agreement for
resale services pursuant to $252 of the Act and this Agreement shall remain
in effect until the earlier of: (a) the effective date of a new lnterconnection
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. lf 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 6.3. 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 6.5 shall apply. The foregoing shall not apply to the
extent that this Agreement is terminated in accordance with Section 6.6 or
Section 6.7.
Termination and Post-Termination Continuation of Services. lf either Party
provides Notice of Termination pursuant to Section 6.3 and, by 11:59 p.m.
Central Time on the stated date of termination, neither Party has requested
negotiation of a new Resale agreement, then (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 may be terminated by CenturyLink unless
the Parties jointly agree to other continuing arrangements.
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 Pafi does not cure the Default
within thirty (30) Days of receipt of the written notice, 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
6.4
6.5
6.6
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6.7
6.8
6.9
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separately under Section 50. Following CenturyLink's notice to CLEC of its
Default, CenturyLink shall not be required to process new Service Orders
untilthe Default is timely cured.
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.
Liability Upon Termination, Termination of this Agreement, or any part
hereof, for any cause shall not release either Party from any liability
(a) which, at the time of termination, had already accrued to the other Party,
(b) which thereafter accrues in any respect through any act or omission
occurring prior to the termination, or (c) which accrues from an obligation that
is expressly stated in this Agreement to survive termination.
Predecessor Agreements.
6.9.1 Except as stated in Section 6.9.2 or as otherwise agreed in
writing by the Parties:
a. any prior resale agreement between the Parties for the
State pursuant to 5252 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 resale agreement between the Parties
for the State pursuant to $252 of the Act and in effect
immediately prior to the Effective Date, shall be subject to
the prices, terms and conditions under this Agreement
from and after the Effective Date. Notwithstanding the
foregoing, if such services were purchased after the
Parties agreed to implement this Agreement pursuant to
Section 6.1, neither party will bring a dispute to require that
an obligation incurred after execution must be fulfilled
under the terms of the prior Agreement as long as this
Agreement ultimately receives Commission Approval and
so long as such obligations are fulfilled under the terms of
this Agreement.
6.9.2 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(1) month, and such period had not yet expired as of
the Effective Date and the service had not been terminated prior
to the Effective Date, to the extent not inconsistent with this
Agreement, such commitment shall remain in effect and the
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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
cancelthe commitment.
6.9.3 lf either Party elects to cancel the service commitment pursuant
to the proviso in Section 6.9.2, 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.
CLEC CERTIFICATION
7.1 Notwithstanding any other provision 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. 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.
APPLICABLE LAW
8.1 Each Party shall remain in compliance with Applicable Law in the course of
performing this Agreement.
8.1.1 Neither Party shall be liable for any delay or failure in
performance resulting from any requirements of Applicable Law,
or acts or failures to act of any governmental entity or official.
8.1.2 Each Party shall promptly notify the other Party in writing of any
governmental action that limits, suspends, cancels, withdraws,
or otherwise materially affects the notifying Pafi's ability to
perform its obligations under this Agreement.
8.1.3 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
Applicable Law in connection with the performance of its
obligations under this Agreement
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8.2 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. No rule of construction
requiring interpretation against the drafting Party hereof shall apply in the
interpretation of this Agreement.
8.3 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) State laws, and shall be subject to the exclusive
jurisdiction of the State or of the federal courts of Monroe, Louisiana. ln all
cases, choice of law shall be determined without regard to a local State's
conflicts of law provisions.
8.4 Severability. lf 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. ln 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. lf 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. lf 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.
CHANGES IN LAW
9.1 ln the event of any amendment of the Act, any effective legislative action or
any effective regulatory or judicialorder, rule, regulation, arbitration award, 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
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. ln the event neither Party provides
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9.2
9.3
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.
Removalof 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 specifled by Applicable Law, in which event such
specified period and/or conditions shall apply. lmmediately upon provision of
such written notice to CLEC, CLEC will be prohibited from ordering, and
CenturyLink will not provide, new Discontinued Arrangements. lf 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.
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 modifo,
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 modiff such
terms upon the written request of a Party. lf 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.
Should the Parties be unable to reach agreement with respect to the
applicability of any Amended Rules 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 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.
9.4
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11.
AMENDMENTS
10.1 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 or changes in rates approved by the Commission in a generic
cost proceeding. The term Agreement shall include any such future
amendments, modifications, deletions and supplements.
ASSIGNMENT
11.1 lf 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.
ln 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.
11.2 Except as provided in Section 11.1, 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 material Default shall include, without limitation, the
failure by a Party to pay any outstanding undisputed amounts by the due
date.
11.3 lf 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.
11.4 lf a Party seeks to transfer only a portion of facilities ordered pursuant to this
Agreement, while retaining other facilities, then such transfer shall be treatedas a disconnection and subsequent activation, subject to applicable
disconnection and activation charges for such facilities, including any early
termination fees, if applicable.
10.
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12.CONF!DENTIAL INFORMATION
12.1 All information which is disclosed by one Pafi (Disclosing Party) to the other
Party (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 12.5 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 lnformation).
12.2 Each Party agrees to use Confidential lnformation 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 lnformation from unauthorized
use or disclosure using no less than the degree of care with which Recipient
safeguards its own Confidential lnformation.
12.3 Recipient may disclose Confidential lnformation 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 lavvful 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 lnformation to be disclosed.
12.4 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 Agreementin any press or media interviews. ln 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.
12.5 Recipient shall have no obligation to safeguard Confidential lnformation
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 lnformation had not been previously disclosed.
12.6 Survival. The obligation of confidentiality and use with respect to Confidential
lnformation disclosed by one Pafi 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 lnformation.
12.7 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.
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12.8 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
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.
12.9 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.
13. CONSENT
13.1 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.
14. CONTACTS BETWEEN THE PARTIES
14.1 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. lnformation
contained on the Website will include a single contact telephone number for
CenturyLink's CLEC Service Center (via an 800#) that CLEC may callfor all
ordering and status inquiries and other day-to-day inquiries at any time during
the Business Day. ln addition, the Website will provide CLEC with contact
information for the personnel and/or organizations within CenturyLink capable
of assisting CLEC with inquiries regarding resale services. lncluded 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.
15. GENERAL DISPUTE RESOLUTION
15.1 The following provisions apply to dispute resolution under the Agreement,
except that the terms of Section 50 shall also apply to the resolution of any
billing disputes.
15.2 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.
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15.2.2
15.2.3
15.2.4
15.2.5
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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 Pafi asserting the
dispute has given written notice of such dispute to the other
Party. Such notice must explain in reasonable detailthe specific
circumstances and grounds for each disputed item. lf 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:
lf 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.
lf 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.
lf 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
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arbitration or arbitrator that may be employed to resolve a
dispute.
15.2.6 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 unlav'rful fashion.
15.2.7 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.
ENTIRE AGREEMENT
16.1 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.
16.2 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 ofher
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.
16.3 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.
FORCE MAJEURE
17.1 ln the event that performance of this Agreement, or any obligation hereunder,
is either directly or indirectly prevented, restricted, or interfered with by
reason of fire, flood, earthquake, unusually severe weather, epidemics or like
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acts of God, nuclear accidents, power blackouts, wars, terrorism, revolution,
civil commotion, explosion, acts of public enemy, embargo, acts of the
government under its police powers, labor disruptions, 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 any
corresponding obligations that are rendered unnecessary, impractical or
inequitable by the non-performance of the Party experiencing the Force
Majeure Events 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.
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 17.1 above, in no case shall a
Force Majeure Event excuse either Party from an obligation to pay money as
required by this Agreement.
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.
FRAUD
18.1 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 responsibilig 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.
20.
HEAD!NGS
19.1 The headings and numbering of Sections and Articles 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.
INTELLECTUAL PROPERTY
20.1 CLEC acknowledges that its right under this Agreement may be subject to or
limited by lntellectual Property rights (including, without limitation, patent,
copyright, trade secret, trademark, service mark, trade name and trade dress
rights) and other rights of third parties.
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17.2
17.3
18.
19.
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20.3
20.4
20.5
20.6
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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 lntellectual Property rights (including, without limitation, patent, copyright,
trade secret, trademark, service mark, trade name and trade dress rights)
and other rights of third parties.
Upon written request by CLEC, CenturyLink will use commercially reasonable
efforts to procure rights or licenses to allow CenturyLink to use lntellectual
Property and other rights of third parties to provide services 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. ln
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
service to which such Additional Rights and Licenses relate until payment is
made.
Both Parties agree to promptly inform the other of any pending or threatened
lntellectual Property Claims of third parties that may arise in the performance
of this Agreement.
For the purposes of this Agreement, any lntellectual Property originating from
or developed by such Party shall remain in the exclusive ownership of that
Party. Notwithstanding the exclusive ownership of lntellectual Property
originated by a Party, the Party that owns such lntellectual Propefi will not
assess a separate fee or charge to the other Party for the use of such
lntellectual Property to the extent used in the provision of a product or
service, available to either Party under this Agreement, that utilizes such
lntellectual Property to function properly.
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 lntellectual
Propefi, 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
lntellectual Property, of the other Party except in accordance with the terms
of a separate license agreement between the Parties granting such rights.
Except as provided in Section 20.3 and/or Section 22.1, neilher Pafi 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
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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.
20.8 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
THE PARTIES AGREE THAT NEITHER PARry HAS MADE, AND THAT
THERE DOES NOT EXIST, ANY WARRANry, 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 PROPERry RIGHT.
LAW ENFORCEMENT
21.1 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.
21.2 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.
21.3 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.
21.4 lf a Party receives a subpoena, civil investigative demand, or other legal
process (hereinafter, subpoena") issued by a court or governmental agency
having appropriate jurisdiction, and such subpoena expressly prohibits the
Party receiving the subpoena (receiving Party) from disclosing the receipt of
the subpoena or the delivery of a response to the subpoena, such receiving
Party shall not be required to notify the other Party that it has received and/or
responded to such subpoena, even if the subpoena seeks or the receiving
Party's response thereto discloses Confidential lnformation 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.
21.5 Each Party represents and warrants that any equipment, facilities or services
provided to the other Party under this Agreement comply with the CALEA.
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
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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 CALEA.
LIAB!LITY AND INDEMNIFICATION
221 lndemnification Against Third-Party Claims. Each Party (the lndemniffing
Party) agrees to indemnify, defend, and hold harmless the other Party (the
lndemnified Party) and the other Party's Subsidiaries, predecessors,
suc@ssors, Affiliates, and assigns, and all current and former officers,
directors, members, shareholders, agents, contractors and employees of all
such persons and entities (collectively, with lndemnified Party, the lndemnitee
Group), from any and all Claims (as hereinafter defined).
22.1.1 For purposes of this Section 22, Qlaim 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 lndemnifying Party's breach of this Agreement;
(ii) the lndemnifying Party's misrepresentation, fraud or other
misconduct;
(iii) the lndemnifying Party's negligent or willful misconduct or
omissions;
(iv) infringement by the lndemnifiTing Party or by any
lndemnifying Party product or service, as provided by the
lndemnifying Party, 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 !ndemniffing Pafi's liability in relation to any wrongful
disclosure of private or personal matters or material which
is defamatory; or
(vi) the lndemnifying Party's wrongful use or unauthorized
disclosure of data; or
(b) that arises out of:
(i) any act or omission of the lndemniffing Party or its
subcontractors or agents relating to the lndemnifying
Party's performance or obligations under this Agreement or
the lndemnifying 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 lndemnifying Party's
customer(s) or End Use(s) pertaining to the services or
facilities provided under this Agreement;
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(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 lndemnifying Party's
performance or obligations under this Agreement;
(iv) the lndemnifying 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 lndemnifying Party's
employees, notwithstanding any protections the
lndemnifoing Party might otherwise have under applicable
workers' compensation or unemptoyment insurance law,
which protections the lndemnifoing Party waives, as to the
lndemnified Party and other persons and entities to be
indemnified under this Section (other than applicable
employee claimant(s)).
22.1.2 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.
22.1.3 The lndemnified Party will provide the lndemnifying Party with
reasonably prompt written notice of any Claim. At the
lndemniffing Party's expense, the lndemnified Pafi will provide
reasonable cooperation to the lndemnifying Party in connection
with the defense or settlement of any Claim. The lndemnified
Party may, at its expense, employ separate counsel to monitor
and participate in the defense of any Claim.
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.
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22.4
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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 EXPRESSOR IMPLIED, AS TO THE QUALIry, FUNCTIONALIry OR
CHARACTERISTICS OF THE SERVICES AND PRODUCTS PROVIDED BY
THE PARTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
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 WARRANry 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 OF STATEMENT MADE BY EITHER PARry 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 AWARRANTY.
Limitation of Liability; Disclaimer of Consequential Damages; Exceptions.
22.4.1 EXCEPT AS PROVIDED IN SECTION 22,4.2, NEITHER
PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR
SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY
(|NCLUD|NG WTTHOUT LtMtTATtON DAMAGES FOR HARM
TO BUSINESS REPUTATION, LOST REVENUES, LOST
SAVINGS, OR LOST PROFITS SUFFERED BY THE OTHER
PARTY), REGARDLESS OF THE FORM OF ACT|ON,
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
POSSIBILIry THAT SUCH DAMAGES COULD RESULT.
22.4.2 The limitation of liability under Section 22.4.1 does not apply to
the following:
a. lndemnificationunderSection22.l(a)(ii)-(vi);
b. Breach of any obligation of confidentiality referenced in
this Agreement;
c. Violation of security procedures;
d. Any breach by CLEC of any provision 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;
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g. Liability for intentional or willful misconduct;
h. Liability arising under any applicable CenturyLink Tariff;
i. Each Party's obligations under Section 21 of this
Ag reement ("Law Enforcement");
j. lndemnity that arises under (or violation of a Party's
obligations that arise under) Section 22.5.2 of this
Agreement;
k. Section 32 of this Agreement; and/or
l. Liability arising under any indemnification provision
contained in a separate agreement or Tariff related to
provisioning of Directory Listing or Directory Assistance
Services.
Miscellaneous Limitations. ln addition to the general limitation of liability in
this Section 22, the following shall also limit a Party's liability under this
Agreement.
22.5.1 lnapplicability 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 Use(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 relating to this Agreement shall be
governed by the liability provisions contained in this Agreement
and no other liability whatsoever shall attach to CenturyLink.
22.5.2 CLEC Contracts. CLEC shall include language in its future
contracts for services provided to third parties and its End Users
using services obtained from CenturyLink, provide that in no
mse 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, CLEC's End User(s), suppliers, agents,
employees, or any other third parties.
22.5.3 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.
22.5.4 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-
related databases (including but not limited to the Line
lnformation Database (LIDB), Toll Free Calling database, local
Number Portability database, Advanced lntelligent Network
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databases, Calling Name database (CNAM), 9111E911
databases, and OS/DA databases).
22.5.5 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.
SUBCONTRACTORS
23.1 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 Pafi from any duty or liability to fulfill the Party's obligations
under this Agreement.
INSURANCE
24.1 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-Vll 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.
24.
24.1.1 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 I ia bi I ity and prod ucts/completed operations;
24.1.2 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;
24.',|.3 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;
24.1.4 All Risk property insurance on a full replacement cost basis
insuring CLEC's propefi 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.
Nothing contained in this Section shall limit CLEC's liability to CenturyLink to
the limits of insurance certified or carried.
24.2
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24.3 CenturyLink, its Affiliates, subsidiaries, and parent, as well as the officers,
directors, employees and agents of all such entities will be included as
additional insured on the policies described in Subsections24.1.1 and 24.1.2
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 Subsection24.1.1 will be primary and
not contributory to insurance which may be maintained by CenturyLink, but
only for the actions of CLEC or those for whom 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.
NON.EXCLUSIVE REMEDIES
25J 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.
RESERVATION OF RIGHTS
26.1 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
laMulness 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.
26.
27 NOTICES
27.1
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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, or (d) on
the date of an email, when such notices are sent to the addresses specified
below.
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27.2 Notices conveyed pursuant to this Section shall be delivered to the following
addresses of the Parties or to such other address as either Party shall
designate by proper notice:
CenturyLink
Director Wholesale Contracts
930 15th Street,6th Floor
Denver, CO 80202
Email: intaqree@centurvlink.com
Phone: 303-672-2879
With copy to CenturyLink at the address shown below:
CenturyLink Law Department
Associate General Counsel, lnterconnection
931 14th Street, 9th Floor
Denver, CO 80202
Email: Leqal.lnterconnection@centurvlink.com
Phone: 303-383-6553
CLEC at the address shown below:
Level 3 Communications, LLC
Attn: General Gounsel - Regulatory
1025 Eldorado Blvd
Broomfield, CO 80021
With a copy to:
Level 3 Communications, LLC
Attn: VP - Carrier Relations
1025 Eldorado Blvd
Broomfield, CO 80021
29.
REFERENCES
28.1 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.
RELATIONSHIP OF THE PARTIES
29.1 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.
29.2 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
relationship between the Parties, or grant to either Party a license, franchise,
distributorship or similar interest.
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29.3 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.
29.4 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.
29.5 Except as provided by Section 23, 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.
29.6 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.
29.7 The relationship of the Parties under this Agreement is a non-exclusive
relationship.
29.8 Each Party shall indemnify the other for any loss, damage, liability, claim,
demand, or penal$ that may be sustained by reason of its failure to comply
with this Section.
30. SUCCESSORS AND ASSIGNS - BINDING EFFECT
30.1 This Agreement shall be binding on and inure to the benefit of the Parties and
their respective legal successors and permitted assigns.
31. SURVIVAL
31.1 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, Section 12), limitation or
exclusion of liability, indemnification or defense (including, but not limited to,
Section 22), 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.
32. TAXES/FEES
32.1 Any State or local excise, sales, or use taxes (defined in Sections 32.3 and
32.4) and fees/regulatory surcharges (defined in Section 32.5) resulting from
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32.3
32.4
32.5
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the performance of this Agreement shall be borne by the Party upon which
the obligation for payment is imposed under Applicable Law, even if the
obligation to collect and remit same is placed upon the other Party. The
collecting Party shall charge and collect from the obligated Party, and the
obligated Party agrees to pay to the collecting Party, all applicable taxes, or
fees/regulatory surcharges, except to the extent that the obligated Party
notifies the collecting Party and provides to the collecting Party appropriate
documentation as the collecting Party reasonably requires that qualifies the
obligated Party for a full or partial exemption. Any such taxes shall be shown
as separate items on applicable billing documents between the Parties. The
obligated Party may contest the same in good faith, at its own expense, and
shall be entitled to the benefit of any refund or recovery, provided that such
Party shall not permit any lien to exist on any asset of the other Party by
reason of the contest. The collecting Party shall cooperate in any such
contest by the other Party. The other Party will indemnify the collecting Party
from any sales or use taxes that may be subsequently levied on payments by
the other Party to the collecting Party.
Notwithstanding anything to the contrary contained herein, unless it has
already done so prior to execution, CLEC is responsible for furnishing
current-year 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. ln addition, CLEC is responsible for submitting and/or
filing tax exempt status information to the appropriate State, municipality,
local governing, regulatory and/or legislative body. lt 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 32
are subject to the indemnification provisions of Section 22, which, for
purposes of this Section, serve to indemnify CenturyLink.
Tax. A tax is defined as a charge which is statutorily imposed by the federal,
State or localjurisdiction 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 localjurisdiction.
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.
Fees/Regulatory Surcharges. A fee/regulatory surcharge is defined as a
charge imposed by a regulatory authority, other agency, or resulting from a
contractual obligation, in which the seller is responsible or required to collect
the fee/surcharge from the purchaser and the seller is responsible for
remitting the charge to the regulatory authority, other agency, or contracting
Party. Fees/regulatory surcharges shall include but not be limited to
E9111911, other N11, franchise fees, and Commission surcharges.
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34.
TERRITORY
33.1 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.
33.2 Notwithstanding any other provision of this Agreement, CenturyLink may
terminate this Agreement as to a specific operating territory or portion thereof
pursuant to Section 6.7 of this Agreement.
THI RD.PARTY BENEFICIARIES
34.1 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.
USE OF SERVICE
35.1 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.
FEDERAL JURISDICTIONAL AREAS
36.1 To the extent that CenturyLink has contracts with federal entities in areas or
structures used for military purposes (Federal Enclaves) 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.
35.
36.
37 WAIVER
37.1 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.
38 WITHDRAWAL OF SERVICES
38.1 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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39.TECHNOLOGY UPGRADES
39.1 Notwithstanding any other provision 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 otheruise. CLEC
shall be solely responsible for the cost and activities associated with
accommodating such changes in its own network.
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ARTIGLE !II. !MPLEMENTATION
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.
40. IMPLEMENTATION PLAN
40J 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.
40.2 Dispute Resolution. lf the Parties are unable to agree upon any of the
matters to be included in the lmplementation Plan, then either Party may
invoke the procedures set forth in Section 15.
41. SECURITY DEPOSIT
41.1 CenturyLink reserves the right to secure the account at any time with a
suitable security deposit in the form and amounts set forth herein. lf payment
of the security deposit is not made within thirty (30) Days of the request,
Carrier will be considered in material breach of the Agreement and
CenturyLink may stop processing orders for service.
41.2 ln the event of a material change in CLEC's financial condition subsequent to
the Effective Date of this Agreement, CenturyLink may request a security
deposit. A "material change in financial condition" means CLEC is a new
CLEC with no established credit history, or is a CLEC that has not
established satisfactory credit with CenturyLink, or the Party is repeatedly
delinquent in making its payments, or is being reconnected after a
disconnection of Service or discontinuance of the processing of orders by
CenturyLink due to a previous failure to pay undisputed charges in a timely
manner. CenturyLink may require a deposit to be held as security for the
payment of charges before the orders from CLEC will be provisioned and
completed or before reconnection of Service. "Repeatedly delinquent" means
any payment of a material amount of total monthly Billing under the
Agreement received after the Payment Due Date, three (3) or more times
during the last twelve (12) month period.
41.3 The deposit amount may not exceed the estimated total monthly charges for
a two (2) month period based upon recent or projected Billing. The deposit
may be adjusted by CLEC's actual monthly average charges, payment
history under this Agreement, or other relevant factors, but in no event will the
security deposit exceed five million dollars ($5,000,000.00). The deposit may
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be an irrevocable bank letter of credit, a letter of credit with terms and
conditions acceptable to CenturyLink, or some other form of mutually
acceptable security such as a cash deposit. Required deposits are due and
payable within thirty (30) Days afier demand.
41.4 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:
41.4.1 when CLEC's undisputed balances due to CenturyLink are more than
thirty (30) Days past due; and/or
41.4.2 to the extent permitted by Applicable Laws, when CLEC files for
protection under the bankruptcy laws; and/or
41.4.3 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
41.4.4 when this Agreement expires or terminates.
41.5 lf 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. lf 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.
41.6 lnterest will be paid on cash deposits at the rate applying to deposits under
applicable Commission regulations. Cash deposits and accrued interest will
be credited to CLEC's account or refunded, as appropriate, upon the earlier
of the expiration of the term of the Agreement or the establishment of
satisfactory credit with CenturyLink, which will generally be one full year of
timely payments of undisputed amounts in full by CLEC. Upon a material
change in financial standing, CLEC may request and CenturyLink will
consider a recalculation of the deposit. The fact that a deposit has been
made does not relieve CLEC from any requirements of this Agreement.
41.7 CenturyLink may review CLEC's credit standing and modify the amount of
deposit required but in no event willthe maximum amount exceed the amount
stated hereinabove.
START.UP DOCUMENTATION
42.1 CLEC is required to submit to CenturyLink the CLEC Profile, and other
required documentation, as described in the process on the CenturyLink
Wholesale Website.
42.2 CLEC must provide documentation to CenturyLink that establishing it is a
certified local provider of Telephone Exchange Service in the State prior to
submitting orders or exchanging any traffic under this Agreement.
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43.LETTER OF AUTHORIZATION (LOA)
43.1 To the extent the Party has not previously done so, the Party 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.
43.2 Each Party's access to CPNI of another Party's End User wil! be limited to
instances where the requesting Party has obtained from the End User the
appropriate authorization required under Applicable Law to change service
providers or release of CPNI.
43.3 The requesting Pafi 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.
43.4 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
specified in 47 C.F.R. 564.1120(aX1)(ii).
43.5 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. These terms in this Section
shall be reciprocalfor any prospective CenturyLink End User.
43.6 The provisioning of CPNI from CenturyLink to CLEC shall be accomplished
through the preordering Electronic lnterface.
43.7 ln 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 C.F.R. 564.1 120 shall be made
available to the other Party within three (3) Days of a written request for such
documents. Failure to produce proper documentation within three (3) Days of
such request shall be considered a material breach of this Agreement. lf a
Party is in breach of these requirements on multiple occasions, 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 6.6 if an ongoing Default is not substantially rectified within the
applicable timeframes.
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43.9
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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, procedures and timeframes specified in
47C.F.R 564.1150 shall apply to any claims concerning unauthorized
changes in preferred carriers. lf 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 43.6 unless the Commission determines otherwise.
ln the case of any unauthorized carrier change, 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
44.STANDARD PRACTICES
44.1 Standard Practices may incorporate by reference various industry, OBF, and
other standards referred to throughout this Agreement
44.2 lf 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.
ESCALATION PROCEDURES
45.1 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.
GONTACT WITH END USERS
46.1 Each Party at all times shall be the primary contact and account controlfor 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.
46.2 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.
46.3 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.
46.4 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.
46.5 The Parties will not use a request for End User information, order submission,
or any other aspect of its processes or services to aid its retail marketing or
sales efforts.
46.6 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.
45.
46.
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46.7 CenturyLink will recognize CLEC as the Subscriber of Record for all Network
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.
CAPACITY PLANNING AND FORECASTS
47.1 ForecastRequirementsforlnterconnection
47.1.1 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
lnterconnection services. CenturyLink may delay processing
CLEC Service Orders should CLEC not perform obligations as
specified in this Section.
47.1.2 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 yeat. 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.
ORDERING AND PROVISIONING
48.1 National Exchange Access Center (NEAC)
48.1.1 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 resale services.
48.1.2 The NEAC shall provide to CLEC a nationwide telephone
number answered during its normal office hours by competent,
knowledgeable personnel trained to answer questions and
resolve problems in connection with the ordering and
provisioning of resale services.
48.1.3 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.
48.2 NationalAccess Service Center (NASC)
48.2.1 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 Resale services.
48.
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48.3 Ordering and Provisioning
48.3.1 CenturyLink will provide necessary ordering and provisioning
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.lf 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.
48.3.2 The Parties agree that orders for services under this Agreement
will not be submitted or accepted until after the completion of all
account establishment activities, including but not limited to, the
documents and information subscribed in Section42.1, unless
the Parties mutually agree upon a different date based on the
specific circumstances of the Parties' relationship.
48.3.3 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.
48.3.4 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.
48.3.5 Where Technically Feasible, the NEAC will coordinate support
for all designed and/or complex services provided to CLEC.
48.3.6 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,
and shall provide Billed Number Screening (BNS), including
required LIDB updates, or equivalent service for blocking
completion of bill-to-third pafi and collect calls, on a line, PBX,
or individual service basis. Blocking shall be provided to the
extent it is an available option for the Telecommunications
Service resold by CLEC.
48.3.7 When ordering a resale service via an LSR Service Order,
CLEC may order separate lnterLATA and lntraLATA service
providers (i.e., two PlCs) 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.
48.3.8 The standard Service Order charges as listed in the Table 1 of
this Agreement shall apply to all orders.
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Service Order Process Requirements
48.4.1 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.
48.4.2 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.
48.4.3 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.
48.4.4 Subject only to any system limitation noted in CenturyLink's
Standard Practices, Multiple Working Telephone Numbers
(VWN) may be included in one order provided the numbers are
for the same customer at a specific location.
48.4.5 ln situations where CLEC has the use of the facilities (i.e., Local
Loop) to a specific customer Premises, through resale of local
service, 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.
48.4.6 CenturyLink will follow methods prescribed by the FCC and any
applicable State regulation for carrier change verification.
48.4.7 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.
48.4.8 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.
48.4.9 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.
48.4.10 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 9111E911
capability.
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48.5 Abandoned Service
48.5.1
48.5.2
48.5.3
48.5.4
48.6 Due Date
48.6.1
48.6.2
48.6.3
48.7 Coordination Requests
48.7.1
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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.
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 CLEC that it has had a request
for service at the Premises that is currently being served by
CLEC.
lf availabb to CenturyLink, CenturyLink shall include the name
and address of the End User receiving service at such
Premises, but at a minimum shall provide local service address
information.
lf CLEC does not respond within twenty-four (24) hours
(excluding weekends and holidays) after receiving CenturyLink's
notification or if CLEC 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. lf CLEC responds stating that the
service is working and should not be disconnected, CenturyLink
will notiff the carrier ordering service and request verification of
the Premises or the submission of an order for an additional line.
CenturyLink shall supply CLEC with due date intervals to be
used by CLEC personnelto determine service installation dates.
The ordering process and standard provisioning intervals
applicable to resale services set forth on the CenturyLink
Website, and such process and intervals shallapply.
CenturyLink shall use reasonable efforts to complete orders by
CLEC requested due date within agreed upon intervals.
CenturyLink will provide ordering and provisioning coordination
services during the business hours specified on its Website,
through the NEAC, at the charges specified in Tablel.
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48.7.2 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.
48.7.3 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.
48.7.4 CenturyLink will perform all of its standard pre-service testing
prior to the completion of the Service Order. CenturyLink is not
otherwise responsible for the Telecommunications Services
provided by CLEC
48.7.5 Upon CLEC's request, CenturyLink shall suspend or restore the
functionality of any resale service to which suspend/restore is
applicable.
48.7.6 Upon completion of the requests submitted by CLEC,
CenturyLink shall provide to CLEC a completion notification.
48.8 Subscriber Premises lnspections and lnstallations
48.8.1 CLEC shall perform or contract for all CLEC's needs
assessments, including equipment and installation requirements
required beyond the Demarcation PoinUNlD, located at the
subscriber Premises.
48.9 Firm Order Confirmation (FOC)
48.9.1 CenturyLink shall provide to CLEC, a Firm Order Confirmation
(FOC) for each CLEC order. The FOC shall contain the
appropriate data elements as defined by the OBF standards.
48.9.2 For a revised FOC, CenturyLink shall provide standard detail as
defined by the OBF standards.
48.9.3 CenturyLink shall provide to CLEC the date that service is
scheduled to be installed.
48.10 Order Rejections
48.10.1 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.
48.10.2 When an order is rejected, CenturyLink will, in its reject
notification, describe the existing reasons for which the order
was rejected.
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48.11 Service Order Charges
48.11.1 lf 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. lf requested by CLEC,
CenturyLink will provide CLEC an estimate of additional labor
hours and/or materials.
lf a CLEC End User requests a change, CenturyLink, will, at that
time, direct the End User to contact CLEC, and CLEC should
initiate a new Service Order to have additionalwork 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.
48.11.2
48.11.3
48.12 Expedites
48.12.1 lf 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. lf an expedite request is granted, applicable
expedite Service Order charges, as set forth on Table 1, will
apply.
CenturyLink will not accept expedite requests for LNP orders.48.12.2
48.13 Cancellations
48.13.1 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.
48.14 Discontinuance of Service (Snap-back Provision)
48.14.1 lf 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) Days, to the extent
commercially feasible, CLEC shall send such notice at least
thirty (30) Days prior to its discontinuation of service.
48.14.2 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.
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48.14.3 Should a CLEC End User subsequently become a CenturyLink
customer, 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.
48.15 Nothing in this Section shall limit CenturyLink's right to cancel or terminate
this Agreement under Section 6 or to suspend provision of services under
Section 8 of this Agreement.
UNIVERSAL SERVICE FUND
49.1 ln 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. ln 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. lf 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.
49.2 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. ln addition, CLEC agrees to provide CenturyLink with an
updated annual certification, no later than February 1 of each calendar year,
so that CenturyLink may ensure that it continues to accurately report its
revenues for FUSF contribution purposes.
49.2.1 lt 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 22, which,
for purposes of this Section, serve to indemnifo CenturyLink.
BILLING AND PAYMENTS/DISPUTED AMOUNTS
50.1 ln 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.9., crediUdebiVATM cards)
or any form of payment that reduces the net amount received by CenturyLink.
50.
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50.2
50.3
50.4
50.5
50.6
50.7
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CLEC must choose a primary media option for invoices. lf no bill media
option is selected, the primary will default to paper. The primary media option
is provided at no charge. lf a second media option is chosen, then an
applicable charge will be assessed at the rate reflected in CenturyLink's
appropriate FCC Tariff. lf CLEC requests additional copies of the monthly
invoice, CenturyLink may also bill CLEC for the additional coples. The
procedures and limitations governing bill media, including the availability of
secondary media and Bill Media Request Forms, arc set forth in
CenturyLink's Bill Media Guide.
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.
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.
To the extent that CLEC orders blocking, CLEC is responsible for blocking
charges. lf 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.
Billing Specifications
50.6.1 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).
50.6.2 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 fi rst.
50.6.3 At the end of the billing period, any remaining fraction shall be
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.
50.6.4 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. ln 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 shallotherwise 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-lndustry Support
lnterface (MECOD). The Parties will exchange Billing Account Reference and
Bill Account Cross Reference information and will coordinate initial and
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50.9
50.1 0
50.11
50.12
50.1 3
50.14
50.15
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subsequent billing cycles. CenturyLink will provide CLEC the appropriate
records to bill Exchange Access charges to the lXC. 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 lXCs. CLEC will capture reerrds 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. lf 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. lf CLEC requests
additional copies of the monthly invoice, CenturyLink may also bill CLEC for
the additional copies.
Except for billing pursuant to a Section'I5 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.
lf 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,
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
(15%) 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.
lf 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.
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50.17
50.1 8
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50.15.1 lf 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.
50.15.2 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.
lf 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.
lf 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.
lf 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.
50.18.1 lf the Parties cannot resolve the dispute within ninety (90) Days
of the written notice of dispute, and the Billed Pafi 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 Sections50.18 and 50.18.1, if the billing Party provides
written notice to the billed Pafi that a billing dispute has been denied, stating
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 Pafi 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. lf 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.
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50.21
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50.19.1 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 50.11 shall also preclude the Party from thereafter
requesting an escalation of the same dispute under the Dispute
Resolution Section of this Agreement.
50.19.2 Failure by the billed Party to make a timely response to a noticeof denial under Section 50.19 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 50.
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
50.22.1 lf 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 6.6 on or after the tenth (1Oth) 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. lf 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 additional deposit or assurance of payment) from the billed
Party, pursuant to Section 41.
50.22.2 Notwithstanding Section 50.22.1 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
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51 AUDITS
51.1
51.2
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additional orders pursuant to Section 50.22.1 so long as the
appropriate dates for each consequence are listed therein. lf
the services are disconnected and the billed Party subsequently
pays all such undisputed charges and desires to reconnect any
such disconnected services, the billed Pafi shall pay the
applicable charge set forth in this Agreement or in the applicable
Tariff for reconnecting each service disconnected pursuant to
this paragraph. ln case of such disconnection, all applicable
undisputed charges, including termination charges, shall
become due and payable. lf 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 Pafi 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 41.
Notwithstanding Sections 50.22.1 and 50.22.2 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 legalfees.
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
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 twenty-four (24) 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.
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
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52.
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 Pafi agrees to provide Audit or Examination support,
including appropriate access to and use of Audited Pafi's facilities
(e.9.: conference rooms, telephones, copying machines).
51.3 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. lf any program is developed to Requesting Party's specifications
and at Requesting Pafi's expense, Requesting Party shall speciff at the
time of request whether the program is to be retained by Audited Party for
reuse for any subsequent Audit or Examination.
51.4 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.
51.5 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 Pafi in a manner sanctioned by this
Agreement.
51.6 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
and billing of traffic. These audits may encompass all traffic or any subset
type of traffic at the initiator's option.
51.7 This Section shall survive expiration or termination of this Agreement for a
period of one (1) year after expiration or termination of this Agreement.
CENTURYLTNK OSS INFORMATION
52.1 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 lnformation during the term of this Agreement, for CLEC's
internal use for the provision of Telecommunications Services to CLEC End
Users in the State.
52.2 All CenturyLink OSS lnformation 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 lnformation. CenturyLink reserves all
rights not expressly granted herein.
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52.2.1 CLEC shall treat CenturyLink OSS lnformation as Confidential
lnformation of CenturyLink pursuant to Section 12.
52.2.2 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 52.2.3 below), to access, use or disclose CenturyLink
OSS lnformation, except as provided in Section 52.2.3 below.
52.2.3 CLEC's employees, agents and contractors may access, use
and disclose CenturyLink OSS lnformation only to the extent
necessary for CLEC's access to, and use and disclosure of,
CenturyLink OSS lnformation permitted by this Article. Any
access to, or use or disclosure of, CenturyLink OSS lnformation
by CLEC's employees, agents or contractors, shall be subject to
the provisions of this Agreement, including, but not limited to,
Section 12 and Sections 52.2.1 and 52.2.2 above. CLEC shall
ensure that its employees, agents, and contractors comply with
all provisions herein relating to access to and use of CenturyLink
OSS lnformation.
Unless sooner terminated or suspended in accordance with the Agreement or
this Article (including, but not limited to Sections6, 50 and 52.7.1 below),
CLEC's access to, and use of, CenturyLink OSS lnformation through
CenturyLink OSS Services shall terminate upon the expiration or termination
of the Agreement.
52.3.1 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 lnformation.
52.3.2 Without in any way limiting any other rights CenturyLink may
have under the Agreement or Applicable Law, CenturyLink shall
have the right (but not the obligation) to monitor CLEC's access
to and use of CenturyLink OSS lnformation, to ascertain whether
CLEC is complying with the requirements of Applicable Law and
this Agreement.
52.3.3 lnformation obtained by CenturyLink pursuant to this Section 52
shall be treated by CenturyLink as Confidential lnformation of
CLEC pursuant to Section 12; 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.
52.3.4 All CenturyLink OSS lnformation 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 lnformation.
52.3.5 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.
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52.4
52.5
52.6
52.7
52.8 Cooperation
52.8.1
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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.
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.
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 lnformation and subject to the terms, conditions
and limitations set forth in this Article.
Liabilities And Remedies
52.7.1 lf CLEC or an employee, agent or contractor of CLEC, at any
time breaches a provision of this Section 52 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 52.1 above
and/or the provision of CenturyLink OSS services, in whole or in
part.
52.7.2 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 52.7.1, shall not be
deemed to be the exclusive remedies for any such breach, but
shall be in addition to any other remedies available under this
Agreement or at law or in equity.
52.7.3 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.
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52.8.3 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, omissions, interruptions,
delays, errors, defects, faults, failures, or other deficiencies, in
CenturyLink OSS Services.
52.9 Future Enhancements To CenturyLink OSS Facilities
52.9.1 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.
52.9.2 lf 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.
53. PROVISION OF USAGE DATA
53.1 Recorded Usage Data includes, but is not limited to, the following categories
of information:
53,1.1 Use of CLASS/LASS/Custom Calling Features that CenturyLink
records and bills for its End Users on a per usage basis;
53.1.2 Calls to Directory Assistance where CenturyLink provides such
service to a CLEC End User;
53.1.3 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 lndustry Standard Telcordia EMI billing
records;
53.1.4 Access records related to long distance calling;
53.1.5 CenturyLink -provided Centrex Service, station level detail.
53.2 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
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53.4
53.5
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of all EMI records transmitted to the other Party for at least forty-five (45)
Days after transmission to the other Party.
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 lnformation will be provided to CLEC shall be determined by
CenturyLink.
General Procedures
53.4.1 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. lf the forty-five (45) Day period has expired, CenturyLink
may provide the data back-up at CLEC's expense.
53.4.2 CenturyLink shall provide to CLEC, Recorded Usage Data for
CLEC End Users. CenturyLink shall not submit local usage data
of other providers as part of the CLEC Recorded Usage Data.
53.4.3 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.
53.4.4 CenturyLink shall provide Recorded Usage Data to CLEC billing
locations as agreed to by the Parties.
53.4.5 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.
Charges
53,5.1 Access Services, including revenues associated therewith,
provided in connection with the resale of services hereunder
shall be the responsibility of CenturyLink and CenturyLink shall
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. lnvoices 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;
53.5.2
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53.7
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c. The Parties will work cooperatively to exchange
information to facilitate the billing of lncollecUOutcollectand 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.
Other Billed Charges. CLEC is responsible for all charges incurred by CLEC's
End Users.
Lost Data
53.7.1 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,
if possible, at no charge to CLEC. ln 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.
53.7.2 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.
53.7.3 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.
53.7.4 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
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53.9
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for messages for which usage charges apply to the subscriber to
arrive at the estimated lost revenue.
53.7.5 lf 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.
53.7.6 lf the loss occurs on a weekday that is a holiday (except
Christmas Day and Mother's Day), CenturyLink shall use
volumes from the two (2) preceding Sundays.
53.7.7 lf 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. lfa previous year's message volumes are not available, a
settlement shall be negotiated.
Testing, Changes and Controls
53.8.1 The Recorded Usage Data format, content, and transmission
process shall be tested as agreed upon by CLEC and
CenturyLink.
53.8.2 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.
CLEC Requested Changes
53.9.1 CLEC may submit a request to negotiate and pay for changes in
the content and format of the usage data transmitted by
CenturyLink.
53.9.2 When the negotiated changes are to be implemented, CLEC
and/or CenturyLink shall arrange for testing of the modified data.
Rejected Recorded Usage Data
53.10.1 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.
53.10.2 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 caused by CenturyLink.
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54.
53.10.3 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.
53.11 Data Validation Files
53.11.1 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 (lnterLATA/lntraLATA)
53.11.2 CLEC may obtain a data validation file not more than once per
quarter.
53.12 Usage Recording for Resold Services
53.12.1 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.
CENTURYLINK ACCESS TO INFORMATION RELATED TO CLEC CUSTOMERS
54.1 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) to the extent such access, use and/or
disclosure is required by law or is necessary to enforce CenturyLink's rights,
or is authorized by the CLEC in the manner required by Applicable Law.
54.2 Upon request by CenturyLink, CLEC shall negotiate in good faith and enter
into a contract with CenturyLink, pursuant to which CenturyLink may obtain
access to CLEC's Operations Support Systems (including, systems for pre-
ordering, ordering, provisioning, maintenance and repair, and billing) and
information contained in such systems at terms no less favorable than
CenturyLink provides to CLEC, to permit CenturyLink to obtain information
related to CLEC End Users (as authorized by the applicable CLEC), to permit
End Users to transfer service from one Telecommunications Carrier to
another, and for such other purposes as may be permitted by Applicable Law.
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55.MAINTENANCE AND REPAIR
55.1 ln 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.
55.2 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.
55.3 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.
55.3.1 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.
55.4 CenturyLink shall provide CLEC maintenance dispatch personnel on the
same schedule that it provides its own subscribers.
55.5 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.
55.5.1 CenturyLink employees or contractors shall perform repair
service that is equal in quality to that provided to CenturyLink
End Users; and
55.5.2 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.
55.6 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. lf CenturyLink
initiates trouble handling procedures, it will bear all costs associated with that
activity. lf 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
56.LOCAL TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE
56.1 Allservices 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 ll, 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.
56.2 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 satisfo 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. lf the price quote is accepted by CLEC, CLEC will be billed the
quoted price and construction will commence after receipt of payment.
56.3 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.
56.4 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.
56.5 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.
GENERAL TERMS AND CONDITIONS FOR RESALE SERVICES
57.1 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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57.3
57.4
57.5
58.PR!CING
58.1
58.2
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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.
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.
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.9., penal institutions, COCOTS).
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. lf 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.
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.
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. ln all cases, in order to obtain a promotional
offering, CLEC must qualiff 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 postprovisioning retroactive
applicability of a promotional offering.
Resale of "As ls" 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.
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58.4 Resale with Changes in Services. lf a CLEC End User adds features or
services 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.
58.5 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, SpecialArrangement 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 lCB.
58.5.1 CenturyLink will bill CLEC the rate in the Contract Service
Arrangement, Special Arrangement or ICB until the originally
contracted end date for such services.
58.5.2 lf 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. lf CLEC does not invoke its choice within 10
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.
58.5.3 Notwithstanding Section 58.5.2, CenturyLink at its discretion
may terminate any contractual arrangement at the specified end
date with no obligation to offer any replacement service.
58.6 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 retailTariffs or as otherwise offered on a retail basis.
LIMITATIONS AND RESTRICTIONS ON RESALE
59.1 ln addition to the limitations and restrictions set forth in this Agreement,
CenturyLink may impose other reasonable and non-discriminatory conditions
or limitations on the resale of its Telecommunications Services to the extent
permitted by Applicable Law.
59.2 Cross-Class Selling. CLEC will not resellto 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.9., R-1 to B-1, disabled services or lifeline services to non-
qualiffing customers).
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Advanced Telecommunications Services Sold to lSPs. Advanced
Telecommunications Services (Advanced Services) sold to lnternet Service
Providers (lSPs) as an input component to the lSPs' retail internet service
offering shall not be eligible for the resale discount under the terms of this
Agreement.
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.
LIDB 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 LIDB in the same manner that it
maintains information in LIDB for its own similarly situated End Users.
CenturyLink will update and maintain CLEC's information in LIDB on the
same schedule that it uses for its own similarly situated End Users.
59.6.1 Until such time as CenturyLink's LIDB has the software
capability to recognize a resold number as CLEC's, CenturyLink
will store the resold number in its LIDB at no charge and will
retain revenue for LIDB look-ups to the resold number.
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. lf 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 E9111911 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.
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60.
59.12 CLEC shall not use resold local Telecommunications Services to provide
access or lnterconnection services to itself, its Subsidiaries and Affiliates,
lnterexchange Carriers (lXCs), wireless carriers, competitive access
providers (CAPs), or any other Telecommunications providers; provided,
however, that CLEC may permit its subscribers to use resold local exchange
telephone service to access lXCs, wireless carriers, CAPs, or other retail
Telecommu n ications providers.
59.13 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 Use(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.
CHANGES IN RETAIL SERVICE
60.1 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.
REQUIREMENTS FOR SPECIFIC SERVICES
61.1 E9111911 Services. CenturyLink will use its standard Service Order process
to update and maintain the CLEC customer service information in the
Automatic Location ldentification/Database Management System (ALI/DMS)
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 Use/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.
61.1.1 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.
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61.2 Suspension of Service. CLEC may offer to resell End User-lnitiated
Suspension and Restoral Service to its End Users if and to the extent offered
by CenturyLink to its retail End Users.
61.2.1 CLEC may also provide CenturyLink-lnitiated Suspension
service for its own purposes, where available. CenturyLink shall
make these services available at the retail rate less the resale
discount on the monthly 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. lf 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.
61.2.2 lf 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 Use/s service from the suspension
date through the disconnection date.
61.2.3 lf CLEC restores its End User, restoral charges will apply, and
CLEC will be billed for the appropriate service from the time of
suspension.
61.3 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.
PRE-ORDERING AND ORDERING
62.1 CenturyLink will provide pre-ordering and ordering services for resale
services to CLEC consistent with CenturyLink's published Standard
Practices.
62.2 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.
62.2.1 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.
62.2.2 CenturyLink will provide CLEC with the ability to obtain
telephone numbers while a subscriber is on the phone with
CLEC.
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63. ACCESSCHARGES
63.1
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62.2.3 ln 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, DlD, Centrex, and Hunting arrangements, as
requested by CLEC.
62.2.4 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 lnterface 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.
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 lV 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.
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.
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65.
RESALE OF CLEC'S TELECOMMUNICATIONS SERVICES
64.1 CLEC also acknowledges that CLEC is required pursuant to 47 U.S.C.
5251(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 Seruices under the same terms
and conditions as those that are offered by CenturyLink to CLEC under this
Agreement.
TAG AND LABEL
65.1 At CLEC's request, CenturyLink will tag and label services terminated at the
Network lnterface Device (NlD). Tag and label may be ordered as a stand
alone service.
65.1.1. CenturyLink will include the following information on the label:
order number, due date, CLEC name, and the circuit number.
65.1.2. CLEC must speciff on the order form whether each service
terminating at the NID should be tagged and labeled.
65.1.3. 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
67
DIRECTORY ASSISTANCE
66.1 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. lf 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.
DIRECTORY LISTINGS SERVICE
67.1 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.
67.2 When implemented by the Parties, CenturyLink shall accept orders on a real-
time basis via Electronic lnterface in accordance with OBF Directory Service
Request standards. For manual orders, CenturyLink shall create a standard
format and order process by which CLEC can place an order with a single
point of contact within CenturyLink.
67.3 CenturyLink will provide to CLEC the following Directory Listing Migration
Options:
67.3.1 Migrate "As ls". Retain all white page listings for the End User in
both DA and DL. Transfer ownership and billing for white page
listings to CLEC.
67.3.2 Migrate with Changes. lncorporate the specified changes
(e.9., additional listings order, deletions, or other changes to existing
listing information). Transfer ownership and billing for the white
page listings to CLEC.
67.4 CenturyLink shall update and maintain directory listings information to reflect
which of the following categories CLEC subscribers fall into:
67.4.1. 'LISTED" means the listing information is available for all directory
requirements;
67.4.2. "NON-LISTED" means the listing information is available for all
directory assistance purposes, but the information does not appear
in the published directory;
67.4.3. 'NON-PUBLISHED" means that the listing information is not
available in either the published directory or directory assistance.
66.
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67.6
67.7
67.8
67.9
67.10
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Based on changes submitted by CLEC, CenturyLink shall update directory
listings data for CLEC End Users who:
67.5.1 Disconnect Service;
67.5.2 Change Local Provider;
67.5.3 lnstallService;
67.5.4 Change any service which affects DA information;
67.5.5 Specify Non-Solicitation;and
67.5.6 Change categories from Non-Published, Non-Listed, or Listed.
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. lf CLEC does not purchase resold
services, CLEC shall pay for such storage and maintenance services at the
rate reflected on Table 1.
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.
CLEC acknowledges that for a CLEC End Usefs name to appear in a
directory, CLEC must either (i) submit an LSR (e.9. an LNP order) or a
Directory Service Request (DSR) reflecting a request for directory listing, or
(ii) contract directly with the publisher. lf CLEC wants to delete an End User
listing from CenturyLink's database (e.9. 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.
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.
Traditional White Pages Listings.
67.10.1 CenturyLink shall include in its master End User system
database allwhite pages listing information for CLEC End Users
whose information was properly submitted using an LSR.
67.10.2 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. lf 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.
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67.10.3
67.10.4
67.10.5
67.10.6
67.10.7
67.10.8
67.11 Other Directory Services.
67.11.1
67 .11.2
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CLEC agrees to provide customer listing information for CLEC's
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 agreeto 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.
ln addition to a basic White Pages listing, CenturyLink will
provide Tariffed White Pages listings (e.9., 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 to the extent required by Applicable Rules.
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 "lnformation 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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67.1 1.3
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 publishe/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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ARTIGLE VII. PRIC!NG
68 GENERAL PRICING TERMS
68.1 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. lf this Agreement provides for a service that does not
have a corresponding rate in Table 1, CenturyLink will develop a rate
consistent with the relevant Section.
68.2 Subject to the provisions of Section 9, all rates provided under this
Agreement shall remain in effect for the term of this Agreement.
APPLICATION OF NON RECURRING CHARGES
69.1 Pre-ordering:
69.1.1 "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.
69.1.2 "Customer Record Search" applies when CLEC requests a
summary of the services currently subscribed to by the End
User Customer.
NON-RECURRING CHARGES (NRCS) FOR RESALE SERVICES
70.1 NRCs, other than those for Pre-ordering and Custom Handling specifically
listed in this attachment, will be charged from the appropriate retailTariff.
70.2 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.
TO BE DETERMINED (TBD) PRICES
71.1 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." lf a provision references a specific rate element in Table 1 and
there are no corresponding prices or rates in such Table 1, such price shall
be considered TBD.
71.2 ln 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 ll 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.
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70.
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ARTICLEVIII. MISCELLANEOUS
72.AUTHORIZATION AND AUTHORIW
72.1 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.
72.2 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.
72.3 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.
COUNTERPARTS
73.1 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.
73.
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SIGNATURE PAGE
lN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and
accepted by its duly authorized representatives
Leve! 3 Communications, LLC GenturyTel of the Gem State, lnc.
d/b/a CenturyLink
CenturyTel of ldaho, lnc. d/b/a CenturyLink
ffiW,G:";*
Signature
Garu Black
Name Printed/Typed
VP Carrier Relations
Title
6/s/20L7
Date
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Signature
Diane Roth
Name Printedffyped
Direclor - Wholesale
Title
6/s/20L7
Date
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Table 1 - Rates
KEY CODES CenturyTel - ldaho Auqust 2016
MRC NRC Resale Elements
'' Account Establishment Charge MRC NRC
Account Establishment $0.00
Customer Record Search Charges MRC NRC
Customer Record Search - Manual $1 1.67
Customer Record Search - Electronic $0.00
MRC . NRC
Resale Discount 15.86%
,.:,'Usage File 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
Temporary Suspension of Service for Resale - SUSPEND $0.00
Temporary Suspension ot Service tor Resale - RESTORE $21.00
PIC Change Charge, per cnange Per Tariff
Operator Assistance / Directory Assistance Branding IGB
r0005 Tag and Label on a reinstall loop or an existing loop or resale $13.07
Directory Services MRC NRC
Directory - Premium & Privacy Listings
Refer to
Applicable Retail
Tariff
Ad Hoc (Each Additional ) Galley $150.00
Directory Listings - (if CLEC not purchasing UNE Loops or Resale Services)$0.00
CenturyTel- ldaho Page 1