20191015Application.pdf

RECEIVED
?0l9OCi l5 AHll'29
f]i$ c"nturyLink*
October 10,2019
Via Overnight Delivery
Ms. Diane Hanian, Secretary
Idaho Public Utilities Commission
472 W est Washington Street
P.O. Box 83720
Boise, Idaho 83720-007 4
Re: caseNo.: Lt)t-r-Pal//Ceas-r- t q-oe-
Application for Approval of Commercial Mobile Radio Services (CMRS)
Dear Ms. Hanian:
Enclosed for filing is an Application for Approval of Commercial Mobile Radio Services
(CMRS) along with an original and two (2) copies of the Commercial Mobile Radio Services
(CMRS) By and Between CenturyTel of the Gem State, Inc. dba CenturyLink: CenturyTel of
Idaho, Inc. dba CenturyLink and CSC Wireless dba Altice Mobile for the State of Idaho.
CenturyLink respectfully requests that this matter be placed on the Commission Decision
Meeting Agenda for expedited approval.
Please contact Maura Reynolds, Regulatory Paralegal, at (206) 733-517 8 should you
have any questions regarding this submission. Thank you for your assistance in this matter.
Sincerely,
Legal Assistant
Enclosure(s)cc: Service List
1600 7ri Avenue. Room 1506
Seattle, Washin8ton 98191
206-733-5236
iosre,addinstonfocenturvlink conl
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9*tWJosi/eddington u
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Centurylink-
Commercial Mobile Radio Services (GMRS)
. By and Between
CenturyTel of the Gem State, lnc. d/b/a CenturyLink;
CenturyTel of ldaho, lnc. d/b/a CenturyLink
and
CSC Wireless dba Altice Mobile
For the State of ldaho
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CMRS Consolidated Template - (v.01.05.2018)1
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS
I GENERAL RULES
DEFtNTTtONS .......
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ARTICLE II. GENERAL TERMS AND CONDITIONS.........
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38.
APPLICATION OF THESE GENERAL TERMS AND CONDITIONS....
POSITION OF THE PARTIES,......,.,,,,,
REGULATORY APPROVALS 17
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EFFECTIVE DATE, TERM AND TERIVINATION
CARRIER CERTIFICATION ..,,
APPLICABLE LAW
CHANGES IN LAW
AI\4ENDI\4ENTS
ASSIGNI,4ENT ...,.
CONFIDENTIAL INFORMATION .-........
CONSENT
CONTACTS BETWEEN THE PARTIES
GENERAL DISPUTE RESOLUTION .....
ENTIRE AGREEMENT.....,...........,.,.,,,.,
FORCE MAJEURE
F RAU D.
HEADINGS....
INTELLECTUAL PROPERTY,..,......
LAW ENFORCEMENT ...,................
LIABILITY AND INDEMNIFICATION
su8CoNTRACTORS......................
INSURANCE........
NON.EXCLUSIVE REMEDIES.....
RESERVATION OF RIGHTS..,...,...,
NOTtCES.......
REFERENCES
RELATIONSHIP OF THE PARTIES
SUCCESSORS AND ASSIGNS _ BINDING EFFECT..
SURVIVAL ........
TAXES/FEES....
TERRITORY .....
THIRD-PARTY BENEFICIARIES .
USE OF SERVICE
w4tvER...............
WITHDRAWAL OF SERVICES
TECHNOLOGY UPGRADES.,.
ARTICLEIII. IMPLEMENTATION.....39
39. TMPLEMENTATTON P1AN..................40. SECUR|TY DEPOStT....... .. ...... .......41. START-UPDOCUMENTATION.....,..,42. LETTER OF AUTHORTZATTON (LOA)
ARTICLE IV. OPERATIONAL TERMS..
43. STANDARD PRACT|CES...................44. ESCALATION PROCEDURES..........,
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45. CONTACT WITH END USERS...,46. CAPACITY PLANNING AND FORECASTS..
45
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40
50(1
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55
47. INTENTIONALLY LEFT BLANK48. ORDERINGAND PROVISIONING..,,.49. BILLING AND PAYMENTS/DISPUTED AIVOUNTS50. AUDITS
51 CENTURYLINK OSS INFORMATION52. NETWORKMANAGEMENT,..53. l\iIAINTENANCE AND REPAIR
ARTICLE V. INTERCONNECTION, TRANSPORT AND TERMINATION OF TRAFFIC.........56
54
55
56
57
SERVtCES COVERED..................... .....56
5b
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69
NETWORK INTERCONNECTION METHODS...........
SIGNALING AND INTERCONNECTION TRUNKING REQUIREMENTS
INTERCARRIER COMPENSATION,.58, TRANSITTRAFFIC.......-.-.
ARTICLEVI. ADDITIONALSERVICES............72
59. NUMBERPORTABILITY.,..60. lNrENroNALLy LEFT BLANi......61. BASIC 91 1 AND E911 SERVICE
72
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8162. INTENTIONALLY LEFT BLANK
ARTICLEVII. PRICING....................82
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CMRS Consolidated Template - (v.01.05.20'18)3
This CMRS lnterconnection Agreement ("Agreement') is entered into by and between
CenturyTel of the Gem State, lnc. d/b/a CenturyLink, CenturyTel of ldaho, lnc. d/b/a
CenturyLink ("CenturyLink"), and CSC Wireless dba Altice Mobile ('Canie/'), in its capacity as a
licensed provider of Commercial Mobile Radio Service ("CMRS"). CenturyLink and Carrier are
herein referred lo collectively as the "Parties" and each individually as a "Party." This
Agreement covers services in the State of ldaho.
WHEREAS, the Parties wish to interconnect their networks pursuant to Section 252 of lhe
Telecommunications Act of 1996, for purposes of fulfilling CenturyLink's obligations under
Sections 222, 251(a), (b), and (c), 252, 271, and other relevant provisions of the Act and the
rules and regulations promulgated thereunder; and
WHEREAS, Carrier has been specifically permitted by the Federal Communications
Commission ("FCC") to access wireless numbering resources as part of Carrier's effort to offer
its customers a wireless service through the use of a Commercial Mobile Radio Service
('CMRS") Provider's facilities, while Carrier possesses the numbering resources and is the
network entity for all exchange of the voice telecommunications traffic to and from its customers;
and
WHEREAS, Services provided by CenturyLink to Canier under this Agreement are provided
pursuant to Carrier's role as a CMRS provider of two-way traffic so that customers of each Party
can place and receive calls that originate from or terminate to a CMRS carrier which originate
on one Party's network and terminate on the other Party's netlvork; and
WHEREAS, the Parties desire to exchange such traffic and related signaling in a technically
and economically efficient manner at defined and mutually agreed upon lnterconnection points;
and
WHEREAS, the Parties wish to set forth terms for the purchase of lnterconnection and
exchange of traffic for Canier's provision of CMRS 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 Canier hereby
covenant and agree as follows:
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CMRS Consolidated Template - (v.01.05.2018)4
1
ARTICLE I. DEFINITIONS
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 inlo 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 control with 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.
OEFINITIONS
911 Service or91 1 : 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 91 1 Service shall include E911 as defined herein, as appropriate.
91 1 Service Provider: A 911 Service Provider fumishes systems and support necessary
to enable 9-1-1 calling for one or more PSAPs in a specific geographic area.
91 1 Trunk: A trunk capable of transmitting a 9-1-1 dialed call to the Selective Router,
and used for the single purpose of transmission of 9-1-1 calls in accordance with
applicable NENA Standards.
Access Service Reouest (ASR)The Ordering and Bllling 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 lnterconnection.
Access Services: lnterstate and intrastate Switched Access Services and Special
Access Services, as appropriate.
Act or 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, etseq.
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{Ql!: Access Customer Terminal Location as defined by Telcordia
Affiliate: Shall have the meaning set forth in 47 U.S.C. $153.
ALI Database: A database used in providing 91'l Service which stores information
associated with End User customers' telephone numbers or Shell Records.
Aoolicable 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.
Automated l\4essaoe 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-'|1o0-CORE, which defines the industry standard for message recording.
Automatic Location ldentification (ALl): A record that includes the subscriber's
telephone number (identified by ANI), street address, Emergency Service Number (ESN)
and other predetermined information associated with the E911 caller's telephone
number, which can be foMarded to the PSAP for display. Additional telephones with the
same number as the calling party's (secondary locations, off-premise extensions, etc.);
will be identified with the service address of the calling party's listed number.
Automatic Number ldentification (ANl): A telephone number associated with the access
line from which a 91 'l call originates, used for selective routing and for display at a PSAP
to identify the telephone number of the caller. lt is the key field in the ALI Database.
Any reference to ANI in this Agreement shall be deemed to be inclusive of pANl, as
appropriate.
Bill and Keep: Shall mean that the originating Party has no obligation to pay terminating
charges to the terminating Party.
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.
ue Date: The date that payment for a bill or invoice is due. The Bill Due Date shall
be the date thirty (30) Days from the Bill Date
Business Dav Monday through Friday, except for company holidays on which
CenturyLink is officially closed for business
Carrier Profile A CenturyLink form required to be completed and submitted to
CenturyLink by any Telecommunications Carrier requesting to interconnect or exchange
traffic with CenturyLink's network, or the ability to initiate any order submission to
CenturyLink. Among other things, a Telecommunication Carrier is required to provide
CenturyLink, on the Carrier Profile, the following: its Operating Company Number
(OCN), Company Code (CC), and Access Carrier Name Abbreviation (ACNA).
Central Office (CO): A telephone company Building where customer lines are joined to a
switch or switches for connection to the Public Switched Telephone Network (PSTN).
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Central Office Switch: A switch used to provide CMRS Services including (1) End Office
Switches which are Class 5 switches from which End User Telephone Exchange
Services are connected and offered, directly or through subtending Remotes, and
(2) Tandem Office Switches which are Class 4 switches used to connect and switch
trunk circuits between and among Central Office Switches. Central Office Switches may
be employed as combination End Office/Tandem Office Switches (combination Class
5/Class 4).
CIC: An acronym for Carrier ldentification Code.
CLLI Codes: Common Language Location ldentifier Codes.
Commission: The State Public Service or Public Utility Commission, as applicable.
Common Channel Siqnalinq (CCS):A high-speed, specialized, packet-switched
communications network that is separate (out-of-band) from the public packet-switched
and message networks. CCS canies addressed signaling messages for individual trunk
circuits and/or database-related services between Signaling Points in the CCS network
using SS7 signaling protocol.
Common Transoort: An interoffice transmission path between End Office Switches,
between End Office Switches and Tandem Switches and betlveen Tandem Switches in
Centurylink's network. Common Transport paths / Trunks are shared between multiple
customers and are required to be switched at the Tandem Switch.
Comoanv ldentifier or Comoanv lD: A three (3) to five (5) character identifier that
distinguishes the entity providing voice service (e.9., wireline, wireless, VolP, etc.) to the
End User. The Company ldentifier registry is maintained by NENA in a nationally
accessible database.
Commercial Mobile Radio Services ('CMRS') or Wireless: A radio communication
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service as set forth in 47 C.F.R. 520.3.
Customer Proorietarv 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 provider(s).
Customer Service Record Search: A process requested by a Party that typically
searches for basic account 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.
Database Manaoement System (DBMS): A system of manual procedures and computer
programs used to create, store and update the data required to provide Selective
Routing and/or Automatic Location ldentification for 91 1 systems.
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.
Direct Trunked Transport (DTT): A DSI or DS3 interoffice facility that connects the
CenturyLink Serving Wire Center of the Carrier's Local lnterconnection Entrance Facility
to the terminating CenturyLink Tandem or End Office used exclusively for the
transmission and routing of CMRS traffic.
Disputed Amounts: An amount or any portion of bill or invoice sent to a Party that the
billed Party contends, in good faith, is not due and payable. For an amount to qualify as
a Disputed Amount, the billed Party must provide written notice to the billing Party of the
nature and amount of the disputed charge(s) using the process and time period
established by the billing Party.
DS-1: A service having an absolute digital signal speed of 1.544 Mbps.
DS-3: A service having an absolute digital signal speed of 44.736 Mbps.
Duct: A pipe, tube or conduit through wtrich cables or wires are passed.
Dynamic 9'1 1 : The provision of E91 1 Service utilizing a call processing arrangement with
pseudo ANls for non call-path associated signaling and routang commonly associated
with the delivery of mobile, nomadic or out-of+egion calls.
E911 Customer or PSAP Ooerator: A municipality or other state or local governmental
unit, or an authorized agent of one or more municipalities or other state or local
government units to whom authority has been lawfully delegated to respond to public
emergency telephone calls, at a minimum, for emergency police and fire service through
the use of one telephone number, 9'l 1 .
E91 1 or Enhanced 91 1 Service or E91 'l Service A telephone 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
Emerqencv Services: Law enforcement, fire, ambulance, rescue, and medical services.
Emeroencv Service Number (ESN): A three to five digit number that represents a unique
combination of Emergency Services in one or more ESZs.
Emerqencv Services Querv Kev (ESQK): The ESQK identifies a call instance at a voice
positioning center (VPC), and is associated with a particular SR/ESN combination per
NENA standards. The ESQK is expected to be a ten-digit North American Numbering
Plan number.
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CMRS Consolidated Template - (v.01.05.2018)8
Emerqency Seryiqe Zone (ESZ): A geographical area that represents a unique
combination of Emergency Services that are within a PSAP's jurisdiction.
End Office: The telephone company office from which the End User receives exchange
servrce.
End Office Switch: A switching machine that terminates traffic to and receives traffic
from End Users purchasing local Telephone Exchange Service. A PBX is not
considered an End Office Switch.
End User: Any third party retail customer that subscribes to, and does not resell to
others, a service provided by a Party to this Agreement. 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 Carier (lXC), Competitive
Access Provider (CAP) or Competitive Local Exchange Canier (CLEC) or their retail
cuslomers nor does it include any of the Parties to this Agreement with respect to any
item or service obtained under this Agreement. For purposes of this Agreement,
Carrieis End User must be subscribing to a CMRS service provided by Canier.
Exchanqe AccegE: The offerin g of access to Telephone Exchange Services or facilities
for the purpose of the origination or termination of Telephone Toll Services
FCC: The Federal Communications Commission.
lncumbent Local Exchanqe Carrier (ILEC): Shall have the meaning set forth in
47 U.S.C. S251(h).
lndirect Network Qennecliqn A method of lnterconnection for the exchange of Local
Traffic, lntraLATA LEC Toll Traffic and Vo|P-PSTN Traffic between two
Telecommunications Caniers where the networks of such Telecommunications Carriers
are not directly connected.
lnformation Service: The offering of a capability for generating, acquiring, storing,
transforming, processing, retrieving, utilizing, or making available information via
Telecommunications, and includes electronic publishing, but does not include any use of
any such capability for the management, control, or operation of a Telecommunrcations
system or the management of a Telecommunications service.
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.
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lnterconnection: refers to the connection between networks for the purpose of
transmission and routing of CMRS traffic as contemplated in 47 C.F.R. S51.5 and 47
C.F.R. 520.1 1, and in accordance with the terms and conditions of this Agreement.
This term does not include the transport and termination of traffic.
lnterconnection Facilitv: The physical connection of separate pieces of equipment and
transmission facilities within, between and among networks, for the transmission and
routing of CMRS traffic, subject to the trunking requirements and other terms and
provisions of this Agreement.
lnterexchanqe Carrier (lXC): A canier that provides, directly or indirectly, lnterLATA or
lntraLATA Telephone Toll Service.
lnterLATA Toll Traffic: Telecommunications traffic betvveen a point located in a LATA
and a point located outside such LATA.
lnterMTA Traffic: For purposes of intercanier compensation under this Agreement,
lnterMTA Traffic means CMRS traffic between CenturyLink and a CMRS provider that,
at the beginning of the call, originates in one Major Trading Area but terminates in a
different Major Trading Area. For purposes of determining whether traffic originates and
terminates in different MTAS, and therefore whether the traffic is lnterMTA, the location
of the landline end user and the location of the cell site that serves the mobile end user
at the beginning or ending of the call may be used.
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.
lntraMTA Traffic or Local Traffic: For purposes of intercanier compensation under this
Agreement, lntraMTA Traffic means CMRS traffic directly exchanged between
CenturyLink and a CMRS provider that originates and terminates in the same Major
Trading Area. For purposes of determining whether traffic originates and terminates in
the same MTA, and therefore whether the traffic is lntraMTA, the location of the landline
end user and the location of the cell site that serves the mobile end user at the beginning
or ending of the call may be used. lntraMTA Traffic or Local Traffic for purposes of
intercanier compensation does not include: (1) Toll Traffic, including, but not limited to,
calls originated or terminated on a 1+ presubscription basis, or on a casual dialed
(10XXX101XXXX) basis; (2) Special Access, private line, Frame Relay, ATM, or any
other traffic that is not switched by the lerminating Party; (3) Transit Traffic or
(4) lnterMTA Traffic.
lnteqrated Services Dioital Network (ISDN) User Part (ISUP): A part of the SS7 protocol
that defines call setup messages and call takedown messages.
Jointlv Provided Switched Access Service Traffic: Traffic where both CenturyLink's
network and Carrie/s network are used to originate Switched Access Service traffic by
an End User to be delivered to an lnterexchange Canier (lXC) for call completion, or
where both CenturyLink's network and Canier's network are used to terminate Switched
Access Service traffic delivered by an IXC to an End User.
Local Access and Transport Area (LATA): Shall have the meaning set forth in 47 U.S.C.
s153.
Local Callinq Area (LCA): The CenturyLink local exchange atea, or mandatory
Extended Area Service (EAS) exchanges, as required by the Commission or as defined
in CenturyLink's local exchange Tariffs.
Local Exchanqe Ca4er (LEC): Shall have the meaning set forth in 47 U.S.C. $153.
Local Exchanqe Routino Guide (LERG): The Telcordia Technologies reference
customarily used to identify NPA-NXX routing and homing information, as well as
equipment designation.
Local lnterconnection Trunk or L I lnterconnection Trunk Grouo:One-way or tvvo-way
lrunks or trunk groups used to exchange Local Traffic between a switch of one Party and
a switch of the other Party.
Local lnterconnection Entrance Facilitv: A DS1 or DS3 facility dedicated exclusively to
use as lnterconnection and ordered as lnterconnection Facilities that extends from
Carrie/s Switch location or other Carrier Premises to the CenturyLink Serving Wire
Center for that Canier Switch or Premises. A Local lnterconnection Entrance Facility
may not extend beyond the area served by the CenturyLink Serving Wire Center.
Local Service Reouest (LSR): The Ordering and Billing Forum document designated by
CenturyLink to be used by the Parties, limited in this Agreement for the purpose of Local
Number Portability requests. Sometimes referred to as a Service Order.
Maior Tradi Area (MTA) is a geographic area established in Rand McNally 1992
Commercial Atlas and Marketing Guide and used by the FCC in defining CMRS license
boundaries for CMRS providers for purposes of Sections 251 and 252 of the Act.
Master Street Add ress Guide (MSAG): A database of street names and house number
ranges within their associated communities defining ESZs and their associated ESNs to
enable proper routing of 91 1 calls.
Mass Callinq Trunks: Trunks designed to handle high call volumes for a wide range of
applications, with or without caller interaction with lnteractive Voice Response or touch-
lone navigation. Mass Calling Trunks typically are associated with television or radio
and allow customers to use their telephone to express an opinion, such as voting on
interactive television shows, public opinion polling, surveys, information and contests
using a virtual call center.
lvleet Point: A point, designated by the Parties, at which one Party's responsibility for
service begins and the other Party's responsibility ends.
MidSpan Fiber l\4eet An lnterconnection architecture whereby two carriers' fiber
transmission facilities meet at a mutually agreed upon point for the mutual exchange of
traffic, subject to the trunking requirements and other terms and provisions of this
Agreement. The "point' of lnterconnection for purposes of 47 U.S.C. $$251(c)(2) and
251(c)(3) remains on CenturyLink's network and is limited to the lnterconnection of
facilities between the CenturyLink Serving Wire Center and the location of the Carrier
switch or other equipment located within the area served by the CenturyLink Serving
Wire Center.
Minutes of Use: Shall be abbreviated as MOU.
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Multiole Exchanoe Carrier Access Billino (MECAB): The document prepared by the
Billing Committee of the Ordering and Billing Forum (OBF), which functions under the
auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
lndustry Solutions (ATIS). The currently effective version of the MECAB document,
published by ATIS (0401004-00XX), contains the recommended guidelines for the billing
of an Access Service provided by two or more LECs, or by one LEC in two or more
states within a single LATA.
National Emeroencv Nu ber Association (NENA): A not-for-profit corporation
established in 1982 to further the goal of "One Nation-One Number" for emergency calls.
NENA is a networking source and promotes research, planning, and training. NENA
strives to educate, set standards and provide certification programs, legislative
representation and technical assistance for implementing and managing 9'l1 systems.
North American Numberinq Plan (NANP): The system of telephone numbering
employed in the United States, Canada, and Caribbean countries for the allocation of
unique 10-digit directory numbers consisting of a three-digit area code, a three-digit
office code, and a four{igit 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", "B', and "C" digits of each 1O{igit
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.
Number Portabilitv (NP): The ability of users of CMRS Services to retain, at the same
location, existing Telecommunications numbers without impairment of quality, reliability,
or convenience when switching from one Telecommunications Carrier to another.
NXX, NXX Code, Central Office Code or CO Code: The three-digit switch entity
indicator that is defined by the "D", "E", and "F" digits of a ten-digit telephone number
within the NANP. Each NXX Code contains 10,000 station numbers.
Orderinq and Billino Forum (OBF): An industry committee functioning under the
auspices of the Alliance for Telecommunications lndustry Solutions (ATIS).
Ooerations Suooo ems (OSS):The pre-ordering, ordering, provisioning,
maintenance and repair, and billing functions supported by CenturyLink's databases and
information.
Pqily: Means subject to the availability, development and implementation of necessary
industry standard Electronic lnterfaces, the provision by CenturyLink of services or
functionality under this Agreement to Canier, including provisioning and repair, at least
equal in quality to those offered to CenturyLink, its Affiliates or any other entity that
obtains such services or functionality unless othenvise set forth in Applicable Law. Until
the implementation of necessary Electronic lnterfaces, CenturyLink shall provide such
services or functionality on a non-discriminatory basis to Carrier as it provides to its
Affiliates or any other entity that obtains such services or functionality.
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Partv or Parties: Shall mean Centu ryLink, as described in the first paragraph of this
Agreement, or Carrier depending on the context and no other entity, Affiliate, Subsidiary
or assign. Parties refers collectively to both CenturyLink and Canier and no other
entities, Affiliates, Subsidiaries or assigns.
Point of lnterconnection (POl): A point on CenturyLink's netlvork where the Parties
establish lnterconnection in accordance with this Agreement. The POI also establishes
the interface, the test point, and the operational responsibility hand-off between Carrier
and GenturyLink for the lnterconnection of their respective networks.
Premises: A Party's Central Offices and Serving Wire Centers; all Buildings or similar
structures owned, leased, or otherwise controlled by a Party that house its Network
Facilities; all structures that house a Party's facilities on public Rights-of-Way, including
but not limited to vaults containing loop concentrators or similar structures; and all land
owned, leased or otherwise controlled by a Party that is adjacent to these Central
Offices, Wire Centers, Buildings and structures.
Pseudo-ANl (pANl): A ten digit number that is used in place of ANI for E91'l call routing
and the delivery of dynamic ALI information (e.9., to identify a wireless cell, cell sector,
or PSAP to which the call should be routed). For purposes to this Agreement,
references to pANl shall include Emergency Services Query Key (ESOK), Emergency
Services Routing Digit (ESRD) and Emergency Service Routing Key (ESRK), as
appropriate.
Public Safety Answerinq 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 transfened from the primary
PSAP.
Rate Center: The specific geographic area that is associated with one or more particular
NPA-NXX Codes that have been assigned to a LEC for its provision of basic exchange
CMRS services. The Rate Center area is the exclusive geographic area identified as the
area within which CenturyLink or Carrier will provide basic exchange CMRS services
bearing the particular NPA-NXX designations associated with the specific Rate Center.
Ratinq Point: The finite geographic point identified by a specific Vertical and Horizontal
(V&H) coordinates assigned to a Rate Center and associated with a particular telephone
number for rating purposes. The Rating Point must be in the same LATA as the Routing
Point of the associated NPA-NXX as designated in the LERG, but need not be in the
same location as the Routing Point.
Reciorocal moensation:As defined under 47 C.F.R. S20.11(b)
Remote or Remote:A switch that directly terminates traffic to and receives traffic
from End Users of local Telephone Exchange Services, but does not have the full
features, funclions and capabilities of an End Office Switch. Such features, functions,
and capabilities are provided to a Remote Switch via an interswitch link from a host End
Office.
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Routinq Point: A location that a LEC has designated on its own network as the homing
or Routing Point for traffic in-bound to Telephone Exchange Service provided by the
LEC which bears a certain NPA-NXX designation. The Routing Point is used to
calculate airline mileage measurements for the distance-sensitive transport element
charges. Pursuant to Telcordia Technologies Practice 8R795-100-100, the Routing
Point may be an End Office location, or a "LEC Consortium Point of lnterconnection."
The Routing Point must be in the same LATA as the associated NPA-NXX.
Selective Router (SR): The switch ing 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 Affectino: A Service Affecting issue or dispute shall mean that such issue or
dispute, unless resolved, places a Party's End User in immediate or imminent risk of not
being able to use the service to which that End User subscribes.
Service Order: An order submitted by Carrier to CenturyLink ordering for porting
requests available in accordance with the terms of this Agreement.
Servinq Wire Center CenturyLink Building from which dial tone for Telephone
Exchange Service would normally be provided to a particular End User customer
premises.
Shell Records: Those records necessa ry to populate the DBMS to enable Dynamic 91 1
call delivery and display methods, used to determine call routing and the appropriate
provider responsible for providing the calle/s ANI/ALI for display at the appropriate
PSAP upon the answer of the 9'll call. For purposes of this Agreement, references to
911 records shall include Shell Records, as appropriate.
Sionalino Point (SP): A node in the CCS network that originates and/or receives
signaling messages, or transfers signaling messages from one signaling link to another,
or both.
Siqnalinq Svstem 7 (SS7): The signaling protocol, Version 7, of the CCS network,
based upon American National Standards lnstitute (ANSI) standards that is used to
provide basic routing information, call set-up and other call termination funclions.
Siqnalinq Transfer Point (STP): A Signaling Point that performs message routing
functions and provides information for the routing of messages between Signaling Points
within or between CCS networks. An STP transmits, receives and processes CCS
messages.
Standard Practices: The general practices and procedures published or referenced on
CenturyLink's Website that apply to CenturyLink's Wholesale Services and operations,
as the same may be updated and revised from time to time by CenturyLink.
State: The State specified in 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
Interexchange Carriers for the purpose of the origination or termination of Telephone Toll
Services. 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.
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Tandem or Tandclo Stryiteh eI Talrdem Office Switch: A Tandem , Tandem Switch or
Tandem Office Switch connects one trunk to another, in a series, for the purpose of
exchanging traffic. lt is an intermediate (Class 4) switch between an originating
telephone call and the final destination of the call. Canier Switch(es) shall be
considered Tandem Office Switch(es) to the extent such Switch(es) serve(s) a
comparable geographic area as CenturyLink 's Tandem Office Switch. A fact-based
consideration of such geography by the Commission should be used to classify any
Switch on a prospective basis.
Tariff: Any applicable Federal or State Tariff, price list or price schedule of a Party, as
amended from time{o{ime, that provides for the lerms, conditions and pricing of CMRS
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.
Technicallv Feasible: lnterconnection at a point in the network shall be deemed
Technically Feasible absent technical or operational concems that prevent the fulfillment
of a request by a Telecommunications Canier for such lnterconnection or access.
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. 5153.
Telecommunications Carrier: Shall have the meaning set forth in 47 U.S.C. 5153. This
definition includes CMRS providers, lXCs and, to the extent they are acting as
Telecommunications Carriers, companies that provide both Telecommunications and
lnformation Services. The Parties understand and agree that Carrier is a
Telecommunications Carrier, both under the Act and for purposes of this Agreement.
Private mobile radio service providers are Telecommunications Carriers to the extent
they provide domestic or international Telecommunications for a fee directly to the
public.
Telecommunications Service: Shall have the meaning set forth in 47 U.S.C. $153.
Teleohone Exchanqe Service: Shall have the meaning set forth in 47 U.S.C. $153.
Telephone lephone 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 indrvidual-case-basis work
requested by Carrier. "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.
Transit Service: Means the use of CenturyLink's network to deliver Transit Traffic.
Transit Traffic: Means traffic that is routed by Canier through CenturyLink's network for
delivery to another carrier's network or that is routed by another canier through
CenturyLink's network for delivery to Carrier's network. For purposes of this Agreement,
Transit Traffic does not include Jointly Provided Switched Access Service Traffic.
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Website: As used in
www.Centu ryLink. com/wholesale
this Agreement, Website shall mean:
Wire Center: The location of one or more local switchin g systems. A point at which End
Users' loops within a defined geographic area converge. Such Local Loops may be
served by one (1) or more Central Office Switches within such Premises.
Wireline: CMRS Services provided via a fixed landline network where the End User
Customers are stationary.
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ARTICLE II. GENERAL TERMS AND CONDITIONS
3. APPLICATION OF THESE GENERAL TERMS AND CONDITIONS
3.'1 Except as may otherwise be set forth in a particular Article or attachments
incorporated by reference within this Agreement, in which case the provisions of
such Article or attachment shall control, these General Terms & Conditions apply
to all Articles and Table 1 of this Agreement.
4. 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, regulalory, 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. Canier 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 Carrier, such terms are intended to apply only to the
extent required by Applicable Law.
5. 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
Carrier shall use their best efforts to obtain approval of this Agreement by any
regulatory body having jurisdiction over this Agreement. ln the event any
govemmental 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.
6. 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 Notvvithstanding the above, no order or request for services under this
Agreement shall be processed nor shall any CenturyLink obligation take
effect before Canier has established a cuslomer 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 Initial 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 month-to-month basis unless and until terminated as
provided in this Agreement.
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6.3
6.4
6.5
6.6
6.2.1 Notwithstanding the above, CenturyLink may terminate this Agreement
after six (6) consecutive months of inactivity on the part of Carrier.
lnactivity is defined as Carrier's failure, as required in this Agreement, to
initiate the required pre-ordering activities, Carrier's failure to submit any
orders, or Carrier'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 lnitial 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
lnterconnection 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 Carrier 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 arbitrataon, then CenturyLink and
Carrier 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 lnterconnection agreement, then (a) this Agreement will
terminate at 1 1:59 p.m. Central Time on the termination date identified in the
Notice of Termination, and (b) the services and functions being provided by
CenturyLink under this Agreement at the time of termination, including
lnterconnection arrangements and the exchange of Local Traffic, 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 (defined below) by
the other Party so long as the non-defaulting Party notifies the defaulting Party in
writing of the Default and the defaulting Party does not cure the Default within
thirty (30) Days of 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 separately
under Section 49. Following CenturyLink's notice to Canier of its Default,
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6.8
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CenturyLink shall not be required to process new Service Orders until the Default
is timely cured.
Termination Upon Sale. Notlvithstanding 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 transfening Party shall provide the
other Party with at least sixty (60) Days prior writlen 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 lnterconnection or Resale agreement between the Parties
for the State pursuant to $252 of the Act and in effect immediately
prior to the Effective Date is hereby terminated; and
b. any services that were purchased by one Party from the other Party
under a prior lnterconnection or Resale agreement beilveen the
Parties for the State pursuant to $252 of the Act and in effecl
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 rncurred 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 5252 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 service will be subject to the prices, terms and conditions of this
Agreement; provided, that if this Agreement would materially alter the
terms of the commitment, either Party make elect to cancel the
commitment.
19
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 commltment 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.
7. CARRIER CERTIFICATION
7.1 Notwithstanding any other provision of this Agreement, CenturyLink shall have no
obligation to perform under this Agreement until such time as Carrier has obtained
such FCC and Commission license(s) as may be required by Applicable Law for
conducting business as a CMRS provider. Carrier 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, Canier will provide evidence of its status to
CenturyLink upon request. Carrier's failure to maintain such authorization(s) as
may be required by Applicable Law for conducting business as a CMRS provider
shall be considered a Default of Agreement.
8. 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 Iimits, suspends, cancels, withdraws, or
otherwise materially affects the notifying Party'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.
8.1 .4 Both Parties shall satisfy all applicable service standards, intervals,
measurements, specifications, performance requirements, technical
requirements, and performance standards that are required Applicable
Law.
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.
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8.3 Choice of Law and Venue. This Agreement shall be govemed 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 specafic 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.
9. CHANGES IN LAW
9.1 ln the event of any amendment of the Act, any effective legislative action or any
effective regulatory or judicial order, 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 lerms and conditions, unless otherwise ordered. ln the event
neither Party provides notice within thirty (30) Days, the effective date of the
legally binding change shall be the Effective Date of the amendment unless the
Parties agree to a different date.
9.2 Removal of Existing Obligations. Notwithstanding anything in this Agreement to
the contrary, if, as a result of any legislative, judicial, regulatory or other
governmental decision, order, determination or action, or any change in
Applicable Law subsequent to the Effective Date, CenturyLink is no longer
required by Applicable Law to continue to provide any service, facility,
arrangement, payment or benefit (Discontinued Arrangements) otherwise required
to be provided to Carrier under this Agreement, then CenturyLink may discontinue
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the provision of any such service, facility, arrangement, payment or benefit.
CenturyLink will provide thirty (30) Days prior written notice to Carrier of any such
discontinuation, unless a different notice period or different conditions are
specified by Applicable Law, in which event such specified period and/or
conditions shall apply. lmmediately upon provision of such wrilten notice to
Canier, Carrier will be prohibited from ordering, and CenturyLink will not provide,
new Discontinued Anangements. lf Carrier disputes CenturyLink's
discontinuance of such service, facility, arangement, 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 nolice to Carrier unless a definitive effective date is
specified by Applicable Law.
9.3 Additions to Existing Obligations. Notwithstanding anything in this Agreement to
the contrary, if, as a result of any legislative, judicial, regulatory or other
governmental decision, order, determination or action, or any change in
Appllcable Law subsequent to the Effective Date, CenturyLink is required by such
change in Applicable Law to provide a service not already provided to Carrier
under the terms of this Agreement, the Parties agree to add or modify, in writing,
the affected term(s) and condition(s) of this Agreement to the extent necessary to
bring them into compliance with such change in Applicable Law. The Parties shall
initiate negotiations to add or modity 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.
9.4 Should the Parties be unable to reach agreement with respect to the applicabilityof 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 Carrier 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.
10. AMENOMENTS
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.
11. 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.
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11.2
11.3
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 consenl, 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 owed by the due date.
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 treated as a
disconnection and subsequent activation, subject to applicable disconnection and
activation charges for such facilities, including any early termination fees, if
applicable.
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12. CONFIDENTIAL INFORMATION
12.1 All information which is disclosed by one Party (Disclosing Party) to the other
Party (Recipient) in connection with this Agreement, or acquired in the course of
performance of this Agreemenl, 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 (Confi dential 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 laMul 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 Agreement in 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.
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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 Party to the other shall survive any termination of
this Agreement for a period of five (5) years from the date of the initial disclosure
of the Confidential 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
iniunctive 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.
12.8 Unless otherwise agreed, neither Party shall publish or use the other Party's logo,
trademark, service mark, name, Ianguage, pictures, symbols or words from which
the other Partys 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 Pa(y.
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
Agreemenl, 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 Carrier Service
Center (via an 800#) that Carrier may call for all ordering and status inquiries and
other day-to-day inquiries at any time during the Business Day. ln addition, the
Website will provide Carrier with contact information for the personnel and/or
organizations within CenturyLink capable of assisting Carrier with inquiries
regarding the ordering, provisioning and billing of lnterconnection services.
lncluded in this information will be the contact information for a person or persons
to whom Canier 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 49 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.
15.2.1 A Party may not submit a dispute to any court, commission or agency of
competent jurisdiction for resolution unless at least sixty (60) Days have
elapsed after the Party asserting the dispute has given written notice of
such dispute to the other Party. Such notice must explain in reasonable
detail the specific circumstances and grounds for each disputed item. 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.
15.2.2 fhe 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:
15.2.3 ll 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 prcivided 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.
15.2.4 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.
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15.2.5 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 arbitration or arbitrator that may
be employed to resolve a dispute.
15.2.6 During dispute resolulion proceedings conducted by any court,
commission or agency of competent jurisdiction each Party shall continue
to perform its obligations under this Agreement provided, however, that
neither Party shall be required to act in any unlawful fashion.
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.
16. ENTIRE AGREEMENT
16.1 This Agreement, including all Parts and subordinate documents attached herelo
or referenced herein, all of which are hereby incorporaled 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 other than the exercise and enforcement
of and the rights and obligations hereunder, nor shall either Party be estopped or
otherwise precluded from asserting any such rights reserved hereunder at any
time hereafter in any forum, without any diminishment of such rights based upon
the passage of time or any course of conduct which is consistent with the
Agreement.
16.3 To the extent this Agreement contains any provisions which are not governed by
47 U.S.C. $251 and which could othenvise 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. 5252, 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.
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I7. FORCE MA.JEURE
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 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 equipmenl 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{o-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 affecled 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.
17.2 lt 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.
17.3 Nothing in this Agreement shall require the non-performing Party to settle any
labor dispute except as the non-performing Party, in its sole discretion,
determines appropriate.
18. 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 responsibility for, nor is it required to investigate or
make adjustments to, Canier'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.
19. HEADINGS
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.
20. INTELLECTUAL PROPERTY
20.1 Carrier acknowledges that its right under this Agreement to interconnect with
CenturyLink's network may be subject to or limited by lntellectual Property rights
(including, without limitation, patent, copyright, trade secret, lrademark, service
mark, trade name and trade dress rights) and other rights of third parties.
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20.2 Carrier 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.
2O.3 Upon written request by Carrier, 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 lnterconnection, services and
facilities to Canier (Additional Rights and Licenses). Canier 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 Carrier 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 Carrier
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 Carrier any product, service or facility to which
such Additional Rights and Licenses relate until payment is made. ln the event
any service to which the Additional Rights and Licenses relate is provided to any
carrie(s) other than CenturyLink, CenturyLink's Affiliates and Carrier,
CenturyLink shall reasonably apportion among Carrier and such non-CenturyLink
carriers, on a prospective basis only, the costs incurred by CenturyLink and/or its
Affiliates in connection with lhe procurement and continuation of such Additional
Rights and Licenses; provided, however, that such apportionment shall not apply
to any previously incurred costs and shall apply only for the period of such
provision to such carrie(s).
20.4 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.
20.5 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 Property will not assess a separate
fee or charge to the other Party for the use of such lntellectual Property to the
eltent used in the provision of a product or service, available to either Party
under this Agreement, that utilizes such lntellectual Property to function properly.
20.6 Except as expressly stated in this Agreement, this Agreement shall not be
construed as granting a license with respect to any patent, copyright, trade
name, trademark, service mark, trade secret or any other lntellectual Property,
now or hereafter owned, controlled or licensable by either Party. Except as
expressly provided in this Agreement, neither Party may use any patent,
copyrightable materials, trademark, trade name, trade secret or other lntellectual
Property, of the other Party except in accordance with the terms of a separate
license agreement between the Parties granting such rights.
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20.7 Except as provided in Section 20.3 and/or Section 20.1, neither Party shall have
any obligation to defend, indemnify or hold harmless, or acquire any license or
right for the benefit of, or owe any other obligation or have any liability to, the
other Party or its Affiliates or customers based on or arising from any third party
claim alleging or asserting that the provision or use of any service, facility,
arrangement, or software by either Party, or the performance of any service or
method, either alone or in conjunction with the other Party, constitutes direct,
vicarious or contributory infringement or inducement to infringe, or misuse or
misappropriation of any patent, copyright, trademark, trade secret, or any other
proprietary or intellectual Property right of any Pafi or third person. Each Party,
however, shall offer to the other reasonable cooperation and assistance in the
defense of any such claim.
2O.8 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE
DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE
USE BY EACH PARTY OF THE OTHER'S SERVICES PROVIDED UNDER
THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF INFRINGEMENT,
MISUSE, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY
RIGHT.
2I. 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 Carrier in security matters to
support law enforcement agency requirements for traps, traces, court orders, elc.
Carrier shall be responsible for and shall be billed for any charges associated
with providing such services for Carrier's End Users.
21.3 Where CenturyLink receives a subpoena from law enforcement, and its database
search shows that the telephone number in queslion 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 ll a Party receives a subpoena, civil investigative demand, or other legal process
(hereinafter, subpoena") issued by a court or govemmental 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 ff 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.
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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 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.
22. LIABILITY AND INDEMNIFICATION
22.1 lndemnification Against Third-Party Claims. Each Party (the lndemnifying Party)
agrees to indemnify, defend, and hold harmless the other Party (the lndemnified
Party'') and the other Party's Subsidiaries, predecessors, successors, Affiliates,
and assigns, and all current and former officers, directors, members,
shareholders, agents, contractors and employees of all such persons and entities
(collectively, with lndemnified Party, the lndemnitee Group), from any and all
Claims (as hereinafter defined).
22.1 .1 For pvposes of this Section 22, Claim means any action, cause of action,
suit, proceeding, claim, or demand of any third party (and all resulting
judgments, bona fide settlements, penalties, damages, losses, liabilities,
costs, and expenses including, but not limited to, reasonable costs and
attorneys' fees),
(a) based on allegations that, if true, would establish
(i) the lndemnifying Party's breach of this Agreement;
(ii) the lndemnifying Party's misrepresentation, fraud or other
misconduct:
(iii) the. lndemnifying Party's negligence or willful misconduct or
omtsstons;
(iv) infringement by the lndemnifying Party or by any lndemnifying
Party product or service of any patent, copyright, trademark,
service mark, trade name, right of publicity or privacy, trade
secret, or any other proprietary right of any third party;
(v) the lndemnifying Party'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 lndemnifying 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 custome(s) or
End Use(s) pertaining to the services or facilities provided
under this Agreement;
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22.2
22.3
(iii) the bodily iniury 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 lndemnifying Party might
otherwise have under applicable workers' compensation or
unemployment insurance law, which protections the
lndemnifying 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 incuned lo
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 lndemnifying Party's expense,the lndemnified Party will provide reasonable cooperation to the
lndemnifying Party in conneclion with the defense or settlement of any
Claim. The lndemnified Party may, at its expense, employ separale
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.
DISCLAIMER OF WARRANTIES. EXCEPT FOR THOSE WARRANTIES
EXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRED BY STATUTE,
EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES AND
SUPPLIERS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, AS TO THE QUALITY, FUNCTIONALITY OR CHARACTERISTICS
OF THE SERVICES AND PRODUCTS PROVIDEO 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 WARRANTY OF
TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO
DESCRIPTION, AUTHORITY, OR NON.INFRINGEMENT WITH RESPECT TO
THE SERVICES, PRODUCTS, AND ANY OTHER INFORMATION OR
MATERIALS EXCHANGED BY THE PARTIES UNDER THIS AGREEMENT.
NO REPRESENTATION OF STATEMENT MADE BY EITHER PARTY OR ANY
OF ITS AGENTS OR EMPLOYEES, ORAL OR WRITTEN, INCLUDING, BUT
NOT LIMITED TO, ANY SPECIFICATIONS, DESCRIPTIONS OR
STATEMENTS PROVIDED OR MADE SHALL BE BINDING UPON EITHER
PARTY AS A WARRANTY.
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22.4
22.5
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Limitation of Liability; Disclaimer of Consequential Damages; Exceptions.
22.4.1 EXCEPT AS PROVIDED IN SECTION 22.4.2, NEITHER PARry WILLBE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES
SUFFERED BY THE OTHER PARTY (INCLUDING WITHOUT
LIMITATION 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. lndemnificationunderSection22.1(a)(ii)-(vi);
b. Breach of any obligation of confidentiality referenced in this
Agreement;
c. Violation of security procedures;
d. Any breach by Carrier of any provision relating to Carrier's access
to or use of Operations Support Systems;
e. Failure to properly safeguard, or any misuse of, customer data;
f. Statutory damages;
S. Liability for intentional or willful misconduct;
h. Liability arising under any applicable CenturyLink Tariff;
i. Each Party's obligations under Section 21 of this Agreement
("Law Enforcement");
j. lndemnity that arises under (or violation of a Party's obligations
that arise under) Section 22.5.2 andlor Section 22.5.4 of this
Agreement;
k. Section 32 of this Agreement.
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, facilities or any other items relating
to this Agreement shall be governed by the liability provisions contained
in this Agreement and no other liability whatsoever shall attach to
CenturyLink.
22.5.2 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.
22.5.3 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 Netvvork databases, Calling Name database (CNAM),
9111E911 databases, and OS/DA databases).
22.5.4 CenturyLink shall be liable for damage to or destruction of Carrier's
equipment and other Premises only if such damage or destruction is
caused by CenturyLink's sole negligence or willful misconduct.
23. 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 Party from any
duty or liability to fulfill the Party's obligations under this Agreement.
24. INSURANCE
24.1 During the term of this Agreement, Carrier 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 befter and
licensed to do business in each state where the seruices are performed and/or
facilities provided by the Parties pursuant to this Agreement. Carrier may obtain
all insurance limits through any combination of primary and excess or umbrella
liability insurance. Canier will require its subcontractors to maintain proper
insurance applicable to the type and scope of work to be performed related to
this Agreement.
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 liability
and products/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;
24.1.3 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 for each accident
or disease;
24.1.4 "All Risk" property insurance on a full replacement cost basis insuring
Carrier's property situated on or within any CenturyLink Premises.
Carrier may elect to insure business intenuption 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.
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24.2 Nothing contained in this Section shall limit Carrier's liability to CenturyLink to the
limits of insurance certified or canied.
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 Subsections 24.1.1 and 24.1.2 above.
Canier shall cause its insurers to waive their rights of subrogation against
CenturyLink, its Affiliates, subsidiaries, and parent, as well as the officers,
directors, employees and agents of all such entities for all the coverage
described above unless such endorsement is prohibited by law or regulation.
The coverage described in Subsection 24.1.1 will be primary and not contributory
to insurance which may be maintained by CenturyLink, but only for the actions of
Carrier or those for whom the Carrier is responsible. Prior to commencement of
work under this Agreement and upon renewal of each policy described above,
Carrier will furnish to CenturyLink evidence of the insurance required herein.
25. NON.EXCLUSIVE REMEDIES
25.1 Except as otherwise provided herein, all rights of termination, cancellation or
other remedies prescribed in this Agreement, or otherwise available, are
cumulative and are not intended to be exclusive of other remedies to which the
injured Party may be entitled to under this Agreement or at law or in equity in
case of any breach or threatened breach by the other Party of any provision of
this Agreement, and use of one or more remedies shall not bar use of any other
remedy for the purpose of enforcing the provisions of this Agreement.
26. 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 challenge the lawfulness of this Agreement and any provision
of this Agreement; (c) to seek changes in this Agreement (including, but not
limited to, changes in rates, charges and the services that must be offered)
through changes in Applicable Law; and, (d) to challenge the lawfulness and
propriety of, and to seek to change, any Applicable Law, including, but not limited
to any rule, regulation, order or decision of the Commission, the FCC, or a court
of applicable jurisdiction. Nothing in this Agreement shall be deemed to limit or
prejudice any position a Party has taken or may take before the Commission, the
FCC, any other state or federal regulatory or legislative bodies, courts of
applicable jurisdiction, or industry fora. The provisions of this Section shall
survive the expiration, cancellation or termination of this Agreement.
27. NOTIGES
27.1 Any notices required by or concerning this Agreement shall be in writing and
shall be deemed to have been received as follows: (a) on the date of service if
served personally; (b) on the date three (3) Business Days after mailing if
delivered by First Class U.S. mail, postage prepaid; (c) on the date stated on the
receipt if delivered by certified U.S. mail, registered U.S. mail, overnight courier
or express delivery service with next Business Day delivery, 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 Sales Support
700 W Mineral Ave - Room MN D18.30
Littleton, CO 80120
Phone: [phone]
Email: [e-mail]
Carrier:
Dennis Moffit
CSC Wireless, LLC dba Altice Mobile
VP Legal
5830 Granite Parkway Bld 5 Ste. 600
Plano,TX75024
Phone: [phone]
Email: [e-mail]
With copy to:
Jeffrey Hamack
CSC Wireless, LLC dba Altice Mobile
Director Telecom and lnternet
31 1 North NW Loop 323
Tyler,TX75702
Phone:314€16-98'12
Email: [e-mail]
28. 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.
29. RELATIONSHIP OF THE PARTIES
29.1 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 behveen the Parties, or grant to either Party a license, franchise,
distributorship or similar interest.
29.2 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.
29.3 Each Party shall have sole authority and responsibility to hire, fire, compensate,
supervise, and otherwise control its employees, Agents and contractors. Each
Party shall be solely responsible for payment of any Social Security or other
taxes that it is required by Applicable Law to pay in conjunction with its
employees, Agents and contractors, and for withholding and remitting to the
applicable taxing authorities any taxes that it is required by Applicable Law to
collect from its employees, including but not limited to Social Security,
unemployment, workers' compensation, disability insurance, and federal and
state withholding.
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With copv to:
CenturyLink Legal Department
Wholesale lnterconnection
700 W Mineral Ave - Room L14.08
Littleton, CO 80120
Phone: [phone]
Email: [e-mail]
29.4 Except as provided by Section 23 (Subcontractors), 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.
29.5 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.
29.6 The relationship of the Parties under this Agreement is a non-exclusive
relationship.
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 lhe 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 feeshegulatory surcharges (defined in Section 32.5) resulting from the
performance of this Agreement shall be borne by the Party upon which the
obligation for payment is imposed under Applicable Law, even if the obligation to
collect and remit same is placed upon the other Party. The collecting Party shall
charge and collect from the obligated Party, and the obligated Party agrees to
pay to the collecting Party, all applicable taxes, or fees/regulatory surcharges,
except to the extent that the obligated Party notifies the collecting Party and
provides to the collecting Party appropriate documenlation 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.
32.2 Notwithstanding anything to the contrary contained herein, Carrier is responsible
for furnishing tax exempt status information to CenturyLink at the time of the
execution of the Agreement. Carrier is also responsible for furnishing any
updates or changes in its tax exempt status to CenturyLink during the Term of
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this Agreement. ln addition, Carrier is responsible for submitting and/or filing tax
exempt status information to the appropriate State, municipality, local goveming,
regulatory and/or legislative body. lt is expressly understood and agreed that
Carrier's representations to CenturyLink concerning the status of Canier's
claimed tax exempt status, if any, and its impact on this Section 32 are subiect to
the indemnification provisions of Section 22, which, for purposes of this Section,
serve to indemnify CenturyLink.
32.3 Tax. A tax is defined as a charge which is statutorily imposed by the federal,
State or local jurisdiction and is either (a) imposed on the seller with the seller
having the right or responsibility to pass the charge(s) on to the purchaser and
the seller is responsible for remitting the charge(s) to the federal, State or local
jurisdiction or (b) imposed on the purchaser with the seller having an obligation to
collect the charge(s) from the purchaser and remit the charge(s) to the federal,
State or local jurisdiction.
32.4 Taxes shall include but not be limited to: federal excise tax, State/local sales and
use tax, State/local utility user tax, State/local telecommunication excise tax,
State/local gross receipts tax, and local school taxes. Taxes shall not include
income, income-like, gross receipts on the revenue of a Party, or property taxes-
Taxes shall not include payroll withholding taxes unless specifically required by
statute or ordinance.
32.5 Fees/Regulatory Surcharges. A fee/regulatory surcharge is defined as a charge
imposed by a regulatory authority, other agency, or resulting from a contractual
obligation, in which the seller is responsible or required to collect the
fee/surcharge from the purchaser and the seller is responsible for remitting the
charge to the regulatory authority, other agency or contracting party.
Fees/regulatory surcharges shall include but not be limited to E911/911, other
N11, franchise fees, and Commission surcharges.
33. 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.
34. THIRD.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.
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35, 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.
36. WAIVER
36.1 Waiver by either Party of any Defaull 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 al law or in equity, or to require performance of any of the
provisions of this Agreement, or lo 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.
37. WITHDRAWAL OF SERVICES
37 .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 Canier.
38. TECHNOLOGY UPGRADES
38.1 Notwithstanding any other provision of this Agreement, CenturyLink may deploy,
upgrade, migrate and maintain its netlvork at its discretion. Nothing in this
Agreement shall limit CenturyLink's ability to modify its network through the
incorporation of new equipment or software or otherwise. Carrier shall be solely
responsible for the cost and activities associated with accommodating such
changes in its own network.
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ARTICLEIII. IMPLEMENTATION
The terms of this Article address the requirements for the implementation of this Agreement
between the Parties. Notwithstanding the above, to the extent permitted by Agreement terms
and Applicable Law, any terms in this Article may be invoked or otherwise remain applicable
subsequent to the initial implementation of this Agreement.
39. IMPLEMENTATION PLAN
39.1 This Agreement together with the Standard Practices and any Tariff terms
incorporated herein by reference, set forth the overall standards of performance
for the services, processes, and systems capabilities that the Parties will provide
to each other, and the intervals at which those services, processes and
capabilities will be provided. The Parties understand that the arrangements and
provision of services described in this Agreement shall require technical and
operational coordination between the Parties. To the extent not otherwise
specified or incorporated by reference herein, the Parties agree to work
cooperatively to identify those processes, guidelines, specifications, standards
and additional terms and conditions necessary to support and satisfy the
standards set forth in this Agreement and implement each Party's obligations
hereunder.
39.2 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.
40. SECURITY DEPOSIT
40.'l 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, Canier will be
considered in material breach of the Agreement and CenturyLink may stop
processing orders for service.
40.2 ln the event of a material change in Carrier's financial condition subsequent to
the Effective Date of this Agreement, CenturyLink may request a security
deposit. A "material change in financial condition" means Carrier is a new Carrier
with no established credit history, or is a Carrier 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
Carrier 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.
40.3 The deposit amount may not exceed the estimated total monthly charges for a
tvvo (2) month period based upon recent or proiected Billing. The deposit may be
adjusted by Carrier'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 be an irrevocable
bank letter of credit, a letter of credit with terms and conditions acceptable to
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CenturyLink, or some other form of mutually acceptable security such as a cash
deposit. Required deposits are due and payable within thirty (30) Days after
demand.
4O.4 CenturyLink may exercise its right to credit any €sh deposit to Carrie/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:
40.4.1 when Carrier's undisputed balances due to CenturyLink are more than
thirty (30) Days past due; and/or
40.4.2 lo the extent permitted by Applicable Laws, when Carrier files for
protection under the bankruptcy laws; and/or
40.4.3 to the extent permitted by Applicable Laws, when an involuntary petition
in bankruptcy is filed against Carrier and is not dismissed within sixty (60)
Days; and/or
40.4.4 when this Agreement expires or terminates.
40.5 lf any security deposit held by CenturyLink is applied as a credit toward payment
of Carrier's balances due to CenturyLink, then CenturyLink may require Carrier 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 Carrier will be considered in breach of the Agreement.
40.6 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 Canier'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 Canier. Upon a material change in financial
standing, Canier may request and CenturyLink will consider a recalculation of the
deposit. The fact that a deposit has been made does not relieve Carrier from any
requirements of this Agreement.
40.7 CenturyLink may review Canier's credit standing and modify the amount of
deposit required but in no event will the maximum amount exceed the amount
stated hereinabove.
4I. START.UP DOCUMENTATION
41.1 Carrier is required to submit to CenturyLink the Carrier Profile, and other required
documentation, as described in the process on the CenturyLink Wholesale
Website.
41.2 Carrier must provide documentation lo CenturyLink establishing that it is a
licensed CMRS provider prior to submittlng orders or exchanging any traffic
under this Agreement.
42. LETTER OF AUTHORTZATTON (LOA)
42.1 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.
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42.2
42.3
42.4
42.5
42.6
42.7
42.8
Each Party's access to CPNI of another Party's End User will 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.
The requesting Party is solely responsible for determining whether proper
authorization has been obtained and holds the other Party harmless from any
loss or liability on account of the requesting Party's failure to obtain proper CPNI
authorization from a customer.
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.
$6a.1 120(a)(1 )(ii)
For any prospective Carrier End User, CenturyLink shall provide Carrier with
access to that subscriber's CPNI without requiring Carrier 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 Carriers 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 reciprocal for any prospective CenturyLink End
User.
The provisioning of CPNI from CenturyLink to Carrier shall be accomplished
through the preordering Electronic lnterface.
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. 564.1120 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.
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 conceming the
validity of subscriber authorizations prior to filing a formal complaint with the
Commission provided however, procedures and timeframes specified in 47 C.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
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entitled to exercise alternative
Commission determines otherwise.
remedy under Section 42.7 unless the
42.9 CenturyLink will bill Carrier 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
43. STANDARD PRACTICES
43.1 Standard Practices may incorporate by reference various industry, OBF, and
other standards referred to throughout this Agreement.
43.2 lf Canier desires notice of changes made to CenturyLink's Standard Practices,
Carrier may make such a request during the Agreement implementation process
or at any subsequent time during the term of this Agreement.
44. ESCALATION PROCEDURES
44.1 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.
45. CONTACT WITH END USERS
45.1 Each Party at all times shall be the primary contact and account control for all
interactions with its End Users, unless otherwise agreed to by the Parties. End
Users include active subscribers as well as those for whom Service Order
installations are pending.
45.3 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.
45.4 The Parties will ensure that all representatives who receive inquiries regarding
the other Party's services shall provide appropriate refenals 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.
45.5 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. CAPACITY PLANNING AND FORECASTS
46.1 Forecast Requirements for lnterconnection
46.1.1 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 Carrier Service Orders should Carrier not perform
obligations as specified in this Section.
46.1.2 Carrier shall provide forecasts for lraffic 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
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46.2
46.3
in good faith to develop alternative solutions to accommodate orders
when facilities are not available. Company forecast information must be
provided by Carrier to CenturyLink twice a year. The initial trunk
forecast meeting should take place soon after the first implementation
meeting. A forecast should be provided at or prior to the first
implementation meeting.
Format and Content
46.2.1 Unless otherwise specified by CenturyLink, the forecasting forms
located on the CenturyLink Wholesale Website will be used by Carrier
for the requirements of this Section.
46.2.2 The joint planning process/negotiations should be completed within
two (2) months of the initiation of such discussion.
46.2.3 Description of major network pro.lects that affect the other Party will be
provided in the semi-annual forecasts. Major network poects include
but are not limited to trunking or network reanangements, shifts in
anticipated traffic patterns, or other activities by Canier that are
reflected by a significant increase or decrease in trunking demand for
the following forecasting period.
46.2.4 Parties shall meet to review and reconcile lhe fore€sts if forecasts vary
significantly.
Responsibility of Parties
46.3.1 The Parties agree to abide by the following if a forecast cannot be
agreed to: Local lnterconnection Trunk Groups will be provisioned to
the higher forecast. A blocking standard of one percent (1olo) during the
average busy hour shall be maintained. Should the Parties not agree
upon the forecast, and the Parties engineer facilities at the higher
forecast, the Parties agree to abide by the following:
a. ln the event that Carrier over-forecasts its trunking requirements
by twenty percent (20%) or more, and CenturyLink acts upon this
forecast to its detriment, CenturyLink may recoup any actual and
reasonable expense it incurs.
b. The calculation of the hventy percent (20%) over-forecast will be
based on the number of DSl equivalents for the total traffic
volume exchanged between the Parties.
46.3.2 ln addition to the loint trunk group forecasting established in
Section 46.1, discussions to provide relief to existing facilities can be
initiated by either Party. Actual system augmentalions will be initiated
upon mutual agreement.
46.3.3 Both Parties will perform a joint validation to ensure cunent
lnterconnection Facilities and associated trunks have not been over-
provisioned. lf any facilities and/or associated trunks are over-
provisioned, they will be turned down where appropriate. Trunk design
blocking criteria described in Section 55.2.3 will be used in determining
trunk group sizing requirements and forecasts.
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46.3.4 lf, based on the forecasted equivalent DS-1 growth, the existing
facilities are not poected to exhaust within one year, the Parties will
suspend further relief planning on this lnterconnection until a date
one (1) year prior to the projected exhaust date. lf growth patterns
change during the suspension period, either Party may re-initiate the
ioint planning process.
46.3.5 Both Parties will negotiate a project service date and corresponding
work schedule to construct relief facilities prior to facilities exhaust.
47. INTENTIONALLY LEFT BLANK
48. OROERING AND PROVISIONING
48.1 Ordering and Provisioning
48-1.1 CenturyLink will provide necessary ordering and provisioning business
process support as well as those technical and systems interfaces as
may be required to enable Canier to exchange traffic. lf CenturyLink
deploys any enhanced electronic capability CenturyLink will notify Carrier
of availability and Carrier shall use the processes for per{orming
kansaction(s) to the extent practicable and the use of any other interface
or process will be discontinued.
48.1.2 fhe 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 Section 41.1 , unless the Parties mutually agree
upon a different date based on the specific circumstances of the Parties'
relationship.
48.1 .3 The standard Service Order charges as listed in the Table 1 of this
Agreement shall apply to all LSR orders.
48.2 LNP Service Order Process Requirements
48.2.1 Subject only to any system limitation noted in CenturyLink's Standard
Practices, Multiple Working Telephone Numbers (WTN) may be included
in one order provided the numbers are for the same customer at a
specific location.
48.2.2 Cenlurylink will follow methods prescribed by the FCC and any
applicable State regulation for carrier change verification.
48.3 Due Date
48.3.1 CenturyLink shall supply Carrier with due date intervals to be used by
Carrier personnel to determine service installation dates.
48.3.2 CenturyLink shall use reasonable efforts to complete orders by Carrier
requested due date within agreed upon intervals.
48.4 Firm Order Confirmation (FOC)
48.4.1 CenturyLink shall provide to Carrier, a Firm Order Confirmation (FOC)
for each Carrier order. The FOC shall contain the appropriate data
elements as defined by the OBF standards.
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48.4.2 For a revised FOC, CenturyLink shall provide standard detail as
defined by the OBF standards.
48.4.3 CenturyLink shall provide to Carrier the date that service is scheduled
to be installed.
48.5 Order Rejections
48.5.1 CenturyLink shall reject and retum to Carrier any order that
CenturyLink cannot provision, due to technical reasons, missing
information, or ieopardy conditions resulting from Carrier ordering
service at less than the standard order interval.
48.5.2 When an order is rejected, CenturyLink will, in its reject notification,
describe the exisling reasons for which the order was rejected.
48.6 Service Order Charges
48.6.1 The standard Service Order charges as listed in the Table 1 of this
Agreement shall apply to all LSR orders. lf an installation or other
Carrier ordered work requires a change from the original Carrier
Service Order in any manner, Carrier shall initiate a revised Service
Order. lf requested by Canier, CenturyLink will provide Canier an
estimate of additional labor hours and/or materials.
48.6.2 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.
48.7 Cancellations
48.7.1 CenturyLink may cancel orders for seNice that have had no activity
within thirty-one (31) consecutive Days after the original service
request date.
48.8 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.
49. BILLING AND PAYMENTS/DISPUTED AIVIOUNTS
49.1 ln consideration of the services provided by CenturyLink under this Agreement,
Canier 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., crediVdebiUATM cards) or any form of payment
that reduces the net amount received by CenturyLink.
49.2 Carrier 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 Carrier requests additional copies of the monthly invoice, CenturyLink
may also bill Carrier for the additional copies. The procedures and limitations
governing bill media, including the availability of secondary media and Bill Media
Request Forms, are set forth in Centurylink's Bill Media Guide.
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49.3
49.4
49.5
49.6
49.7
49.8
49.9
Recurring Charges, other than Usage Charges, for CMRS 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.
Billing Specifications
49.5.1 The Parties will bill each other in a timely manner.
49.5.'l 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).
49.5.2 Usage Measurement: Usage measurement for calls shall begin when
answer supervision or equivalent SS7 message is received from the
terminating office and shall end at the time of call disconnect by the
calling or called subscriber, whichever occurs first.
49.5.3 MOUs or fractions thereof, shall not be rounded upward on a per-call
basis, but will be accumulated over the billing period. At the end of the
billing period, any remaining fraction shall be rounded up to the nearest
whole minute to anive at total billable minutes. MOU shall be collected
and measured in minutes, seconds, and tenths of seconds.
49.5.4 Each Party shall calculate terminating lnterconnection 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 shall otherwise agree on an
alternate arrangement.
CenturyLink's 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). CenturyLink will capture records for calls via CenturyLink's
standard processes to bill Switched Access Service charges to lXCs.
lf Carrier requests additional copies of the monthly invoice, CenturyLink may also
bill Carrier for the additional copies.
Except for billing pursuant to a Section 15 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.
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49.10
49.11
49.12
49.1 3
49.15
49.16
49.14
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.
lf any undisputed amount due is not received by the billing Party by the Bill Due
Date, the billing Party shall calculate and assess a late payment charge on the
past due balance. The billed Party agrees to pay, a late payment charge equal
to one and one-half percent (1.5%) per month, or the highest rate of interest that
may be charged under Applicable Law, compounded daily, for the number of
days from the Bill Date until the date on which such payment is made. Such late
payment charges shall be included on the next billing invoice.
lf any portion of an amount billed by a Party under this Agreement is subject to a
good faith dispute between the Parties, the billed Party shall give written notice to
the billing Party of the amounts it disputes (Disputed Amounts) and shall include
in such notice specific details and reasons for disputing each item. Such written
notice shall be submitted in accordance with the process for submitting billing
dispute claims sel forth on the CenturyLink Website. Disputed billing claims shall
be submitted no later than the Bill Due Date.
49.12.1 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.
49.12.2 Payment of billed amounts that are subsequently disputed after the
Bill due Date, or which become the subject of a requesl 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 disputed charge 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 Pafi 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 lo the other Party
exercising the right to escalate the dispute pursuant to the dispute Resolution
Section of this Agreement.
49.15.1 lf the Parties cannol resolve the dispute within ninety (90) Days of the
written notice of dispute, and the Billed Party does not provide written
notice of escalation of the dispute within such timeframe, the billed
Party waives its alleged entitlement to and/or right to withhold such
Disputed Amount and all withheld amounts, including accumulated
late payment charges, becomes immediately due.
Notwithstanding Sections 48.15 and 49.15.1, if the billing Party provides written
notice to the billed Party that a billing dispute has been denied, stating the
grounds for such determination, then the billed Party shall have thirty (30) Days
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in which to either pay the Disputed Amounts or to give written notice to the other
Party exercising the right to escalate the dispute pursuant to Section 15.2.3
Such notice may be accompanied by any additional, relevanl materials submitted
by Canier. 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 rightto withhold such Disputed Amounts and all withheld amounts, including
accumulated late payment charges for the billed amounts, become immediately
due.
49.16.1 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 49.16 shall also
preclude the Party from thereafter requesting an escalation of the
same dispute under the Dispute Resolution Section of this Agreement.
49.16.2 Failure by the billed Party to make a timely response to a notice of
denial under Section 49.16 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 49.
49.'1 7 The Parties 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
49.18 A billing dispute which has been resolved by a written settlement agreement
between the Parties may not be resubmitted under the dispute resolution
process.
49.19 Effect of Non-Payment
49.19.1 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 (10th) Day following the Bill Due
Date provided the billing Party notifies the other Party in writing, via
email or certified mail, at least five (5) Days prior to discontinuing the
processing of orders. If the billing Party continues to accept additional
orders for service(s) after the date specified in such notice, and the
billed Party's non-compliance continues, nothing contained herein shall
preclude the billing Party from refusing to accept any or all additional
orders for service(s) from the non-complying Party without further
notice. For order processing to resume, the billed Party will be
required to make full payment of all past and cunent 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 40.
49.19.2 Notwithstanding Section 49.19.1 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
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49.19.3
provided under this Agreement on or after the thirtieth (30th) day
following the Bill Due Date after providing written notification to the
billed Party at least seven (7) Business Days prior to disconnection of
the unpaid service(s). Such notification may be included in a
notification to refuse to accept additional orders pursuant to
Section 49.19.1 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 Party
shall pay the applicable charge set forth in this Agreement or in the
applicable Tariff for reconnecting each service disconnected pursuant
to this paragraph. 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 nolice, and the billed Party's
non-compliance continues, nothing contained herein shall preclude the
billing Party from disconnecting all service(s) of the non-complying
Party without further notice or from billing and collecting the
appropriate charges from the billed Party. Additionally, the billing Party
may require a deposit or assurance of payment (or additional deposit
or assurance of payment) from the billed Party, pursuant to Section 40.
Notwithstanding Sections 49.19.1 and 49.19.2 above, if the billing
Party is forced to undertake collection efforts for undisputed, Defaulted
or posltermination amounts outstanding or for Disputed Amounts that
have been resolved in the billing Party's favor, the billed Pafi is liable
for reimbursement to the billing Party for any and all costs associated
with the collection of such a debt, including but not limited to collection
agency fees and legal fees.
50. AUDITS
50.1
50.2
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 otheMise 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 twenty-four (24) month period commencing
with the Effective Date, with the assistance of the other Party, which will not be
unreasonably withheld. The Audit period will include no more than the preceding
twelve (12) month period as of the date of the Audit request. The Requesting
Party may perform Examinations, as it deems necessary, with the assistance of
the other Party, which will not be unreasonably withheld.
Upon thirty (30) Days written notice by the Requesting Party to Audited Party,
Requesting Party shall have the right through its authorized representative to
make an Audit, during normal business hours, of any records, accounts and
processes which contain information bearing upon the billing and invoicing of the
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services provided under this Agreement. Within the above-described thirty (30)
Day period, the Parties shall reasonably agree upon the scope of the Audit or
Examination, the documents and processes to be reviewed, and the time, place
and manner in which the Audit or Examination shall be performed. Audited Party
agrees to provide Audit or Examination support, including appropriate access to
and use of Audited Party's facilities (e.9., conference rooms, telephones, copying
machines).
50.3 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 Party's
expense, Requesting Party shall specify at the time of request whether the
program is to be retained by Audited Party for reuse for any subsequent Audit or
Examination.
50.4 Adjustments based on the audit findings may be applied to the twentyjour (24)
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.
50.5 Neither such right to examine and audit nor the right to receive an adjustment
shall be affected by any statement to the contrary appearing on checks or
otherwise, unless such statement expressly waiving such right appears in writing,
is signed by the authorized representative of the Party having such right and is
delivered to the other Party in a manner sanctioned by this Agreement.
50.6 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.
50.7 This Section shall survive expiration or termination of this Agreement for a period
of one ('l) year after expiration or termination of this Agreement.
51. CENTURYLINK OSS INFORMATION
51.1 Subject to the provisions of this Agreement and Applicable Law, Carrier shall
have a limited, revocable, non{ransferable, non-exclusive right to use
CenturyLink OSS lnformation during the term of this Agreement, for Canier's
internal use for the provision of CMRS Services to Carrier End Users in the
State.
51.2 All CenturyLink OSS lnformation shall at all times remain the property of
CenturyLink. Except as expressly stated in this Article, Canier shall acquire no
rights in or to any CenturyLink OSS lnformation. CenturyLink reserves all rights
not expressly granted herein.
51,2.1 Carrier shall treat CenturyLink OSS lnformation as Confidential
lnformation of CenturyLink pursuant to Section 12.
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51.3
51.4
51.2.2 Canier shall not have any right or license to grant sublicenses to other
persons, or grant permission to other persons (except Carrier's
employees, agents or contractors, in accordance with Section 51.2.3
below), to access, use or disclose CenturyLink OSS lnformation, except
as provided in Section 5'1 .2.3 below.
51.2.3 Carrier's employees, agents and contractors may access, use and
disclose CenturyLink OSS lnformation only to the extent necessary for
Carrier'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 Carrier's employees, agents or
contractors, shall be subject to the provisions of this Agreement,
including, but not limited to, Section '12 and Sections 51.2.1 and 51 .2.2
above. Carrier 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 Sections 6, 49 and 51.7.1 below),
Carrier's access to, and use of, CenturyLink OSS lnformation through
CenturyLink OSS Services shall terminate upon the expiration or termination of
the Agreement.
51.3.1 CenturyLink shall have the right (but not the obligation) to audit Canier to
ascertain whether Canier is complying with the requirements of
Applicable Law and this Agreement with regard to Carrier's access to,
and use and disclosure of, CenturyLink OSS lnformation.
51.3.2 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 Carrier's access to and use of CenturyLink
OSS lnformation, to ascertain whether Carrier is complying with the
requirements of Applicable Law and this Agreement.
51.3.3 lnformation obtained by CenturyLink pursuant to this Section 51 shall be
treated by CenturyLink as Confidential lnformation of Canier 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.
51.3.4 All CenturyLink OSS lnformation received by Canier shall be destroyed or
returned by Canier to CenturyLink, upon expiration, suspension or
termination of the right to use such CenturyLink OSS lnformation.
51.3.5 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.
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. 9222, 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.
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51.5
51.6
51.7
5'1.8
Carrier understands that any OSS access to obtain CPNI that is made without
prior customer permission to access the information or for Canier to become the
customer's service provider shall be a material breach of this Agreement.
CenturyLink will provide Carrier with access to documentation and user manuals
that set forth the methods and procedures to utilize CenturyLink's OSS service.
Carrier 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
51 .7.1 lf Carrier or an employee, agent or contractor of Carrier, at any time
breaches a provision of this Section 51 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 Carrier,
to suspend or terminate the right to use CenturyLink OSS services
granted by Section 51.1 above and/or the provision of CenturyLink OSS
services, in whole or in part.
51.7.2 Carrier agrees that CenturyLink would be irreparably injured by a breach
of this Article by Carrier or the employees, agents or contractors of
Carrier, 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 51.7.1, 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.
51 .7.3 Any breach of any provision of this Article by any employee, agent, or
contractor of Carrier shall be deemed a breach by Carrier.
Cooperation
51 .8.1 Canier, at Carrier's expense, shall reasonably cooperate with
CenturyLink in using CenturyLink OSS Services. Such cooperation shall
include, but not be limited to, the following:
5'1.8.2 Canier shall reasonably cooperale with CenturyLink in submitting orders
for CenturyLink CMRS Services and otherwise using the CenturyLink
OSS Services, in order to avoid exceeding the capacity or capabilities of
such CenturyLink OSS Services.
51.8.3 Upon CenturyLink's request, Carrier 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.
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5'l .9 Future Enhancements To CenturyLink OSS Facilities
51.9.1 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 Carrier.
51.9.2 lf CenturyLink makes enhancements to the existing OSS, the Parties
agree that to the extent practicable, Carrier 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.
52. NETWORK MANAGEMENT
52.1 Carrier and CenturyLink will exchange appropriate information (e.9., network
information, maintenance contact numbers, escalation procedures, and
information required to comply with requirements of law enforcement and
national security agencies) for network management purposes. ln addition, the
Parties will apply sound network management principles to alleviate or to prevent
traffic congestion and to minimize fraud associated with third number billed calls,
calling card calls, and other services related to this Agreement.
52.2 The Parties will employ characteristics and methods of operalion that will not
interfere with or impair the Parties' netvvorks, or the network of any third parties
or affiliated companies, connected with or involved directly in the network or
facilities of CenturyLink.
52.3 Carrier shall not interfere with or impair service over any circuits, facilities or
equipment of CenturyLink, its affiliated companies, or its connecting and
concurring caniers.
lf Carrier causes any impairment or interference, CenturyLink shall promptly
notify Carrier of the nature and location of the problem and that, unless promptly
rectified, a temporary discontinuance of the use of any circuit, facility or
equipment may be required. The Parties agree to work together to attempt to
promptly resolve the impairment or interference. lf Carrier is unable to promptly
remedy, then CenturyLink may, at its option, temporarily discontinue the use of
the affected circuit, facility or equipment until the impairment is remedied.
Any violation of Applicable Law or regulation regarding the invasion of privacy of
any communications canied over CenturyLink's facilities, or lhat creates hazards
to the employees of CenturyLink or to the public, is also considered an
impairment of service.
CenturyLink shall give advanced notice to Carrier of all non-scheduled
maintenance or other planned network activities to be performed by CenturyLink,
including any hardware, equipment, software, or system, providing service
functionality of which Carrier has advised CenturyLink may potentially impact
Carrier End Users.
The Parties shall provide notice of network changes and upgrades in accordance
with 47 C.F.R. SS51.325 through 51.335. CenturyLink may discontinue any
lnterconnection arrangement or Telecommunications Service, provided or
required hereunder due to netlvork changes or upgrades after providing Carrrer
notice as required by this Section. CenturyLink agrees to cooperate with Carrier
and/or the appropriate regulatory body in any transition resulting from such
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52.4
52.5
52.6
52.7
discontinuation of service and to minimize the impact to customers which may
result from such discontinuance of service.
53. MAINTENANCE AND REPAIR
53.1 ln the event of an outage or trouble in any service being provided by CenturyLink
hereunder, Carrier will follow CenturyLink's standard procedures for isolating and
clearing the outage or trouble. Before submitting a repair request to CenturyLink,
Carrier will isolate trouble to the CenturyLink network and must submit test
results indicating the location of the trouble when submitting the repair request.
53.2 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 Canier with maintenance support
at Parity.
53.3 CenturyLink shall provide Carrier maintenance dispatch personnel on the same
schedule that it provides its own subscribers.
53.4 On all misdirected calls from Canier End Users requesting repair, CenturyLink
shall provide such Carrier End User with the correct Carrier repair telephone
number as such number is provided to CenturyLink by Carrier. lf CenturyLink
initiates trouble handling procedures, it will bear all costs associated with that
activity.
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ARTICLE V. INTERCONNECTION, TRANSPORT AND TERMINATION OF TRAFFIC
54. SERVICES COVERED
54.1 To the extenl required by Applicable Law and subject to the terms and conditions
of this Agreement, Carrier will interconnect its network with CenturyLink's
network for the transmission, and routing of lntraMTA Traffic, Transit Traffic,
lnterMTA Traffic, and Jointly Provided Switched Access Service Traffic. Upon
Carrier's request, CenturyLink will provide lnterconnection at any technically
feasible point within CenturyLink's network in conformity with this Article, and
Applicable Law. The lnterconnection services covered by this Agreement are for
CMRS lnterconnection for CMRS carriers only in association with CMRS
services. CMRS lnterconnection hereunder is intended for Wireless to Wireline
or Wireline to Wireless, but not Wireline to Wireline communications. For
purposes of this Agreement, the Parties agree that the intended exchange of
traffic is as stated herein, for CMRS lnterconnection. Such CMRS
lnterconnection will not be used to terminate other types of traffic exchanged on
the network under the terms and conditions of this Agreement.
54.1.1 ln the event Carrier routes any traffic to CenturyLink in violation of lhis
Agreement, CenturyLink shall be entitled to seek injunctive relief and to
recover damages, including without limitation, compensation for such
traffic at access rates irrespective of whether a different rate might apply
to such traffic if Carrier had negotiated appropriate arrangements for
exchanging such traffic with CenturyLink.
54.1.2 Each Party is solely responsible for the services it provides to its End
Users and to other providers.
54.2 No paging traffic will be exchanged under this Agreement.
55. NETWORK INTERCONNECTION METHODS
55.1 This Section sets forth the terms and conditions for Network lnterconnection
Methods (NlI/s) provided between CenturyLink and Carrier for the
lnterconnection Facilities established between the Parties' networks.
Additionally, this Section describes the physical architecture for the
lnterconnection of the Parties' facilities and equipment required for the
transmission and routing of Local Traffic, lnterMTA Traffic, Transit Traffic and
Jointly Provided Switched Access Service Traffic.
55.2 PhysicalArchitecture
55.2.1 CenturyLink's network architecture in any given local exchange area
and/or LATA can vary markedly from another local exchange area/LATA.
Using one or more of the NlMs herein, the Parties will agree to a physical
architecture plan for a specific Local Calling Area. The physical
architecture plan will be discussed during joint implementation planning.
Carrier and CenturyLink agree to lnterconnect their networks through
existing and/or new lnterconnection Facilities between Carrier switch(es)
and CenturyLink's End Office Switch(es) and/or Tandem Switch(es). The
physical architecture plan will be in accordance with Forecasting and
Planning requirements in Article lV.
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55.2.2 Each Party is solely responsible for the facilities that carry OS/DA, 91 1 or
Mass Calling for their respective End Users. Separate trunks must be
utilized for connecting Carrier's switch(es) to each of these services.
55.2.3 Trunk requirements for forecasting and servicing shall be based on an
overall blocking objective of one percent (1%) during the average time-
consistent busy hour, as defined by standard trunk traffic engineering
principles. For the final trunk groups between a Carrier End Office and a
CenturyLink End Office, direct trunk groups are to be engineered with a
blocking objective of one percent (1%). Trunks to access Tandems
carrying Jointly Provided Switched Access Traffic and all other Tandem
trunk groups are to be engineered with a blocking objective of one-half
percent (0.5%).
Points of lnterconnection (POls)
55.3.1 Canier must establish a minimum of one POI on CenturyLink's network
within each LATA in accordance with the terms of this Agreement.
Carrier shall establish additional POls under the following circumstances:
a. Carrier must either (i) establish a POI at each Tandem Switch in
the LATA where it wishes to exchange (i.e., receive or terminate)
any types of traffic which are permifted under Section 54.1 with
CenturyLink or where it has established codes within that Tandem
serving area or (ii) order DTT from their POI in the LATA to such
Tandem Switches.
b. When a CenturyLink End Office Switch subtends a CenturyLink
Tandem Switch, Carrier must either (i) establish a POI at a
CenturyLink End Office when total traffic volumes exchanged
between the Parties at that particular CenturyLink End Office
(inclusive of any Remote Switches served by that End Office)
exceeds, or is expected to exceed, the thresholds as set forth in
Section 55.3.2 or (ii) order DTT from their POI in the LATA to such
End Office Switches.
c. When a CenturyLink End Office Switch subtends a non-
CenturyLink Tandem, Carrier must establish a POI at each
CenturyLink End Office Switch that subtends a non-CenturyLink
Tandem based on the thresholds as set forth in Section 55.4.2
being met.
d. To the extent CenturyLink's networt contains an exchange in the
LATA that is not interconnected by CenturyLink-owned network to
a different non-contiguous exchange in the LATA, and Carrier
does not meet the requirements for lndirect lnterconnection,
Canier must establish a POI at each separate non-interconnected
exchange where it wishes to exchange (i.e., receive or terminate)
any types of traffic which are permitted under Section 54.1 with
CenturyLink to the extent total traffic volumes exchanged between
the Parties at that particular exchange (inclusive of any Remote
Switches served by that exchange) exceeds, or is expected to
exceed, the threshold for indirect interconnection under
Section 55.6.
55.3
55.4
55.3.2 POI Thresholds
a. When the total volume of traffic exchanged between the Parties at
a CenturyLink End Office exceeds 200,000 MOU per month, or
the one-way traf{ic from either Party exceeds 100,000 MOU per
month, Carrier must establish a POI with CenturyLink's End Office
for the mutual exchange of traffic within thirty (30) Days of when
the traffic exceeds the MOU per month threshold. ln situations
where CenturyLink's network contains host and Remote End
Offices, any traffic from Remote End Offices will be included in the
MOU determination of the traffic from the host End Office.
b. Nohvithstanding any other provision to the contrary, if either Party
is assessed transiting costs by a third party and such charges
associated with a single traffic exchange route between the Party
and the Tandem owner exceed five-hundred dollars ($500.00) for
one month, Carrier must establish a POI with CenturyLink's End
Office for the mutual exchange of traffic within thirty (30) Days.
55.3.3 The Parties may mutually agree lo establish additional POls even where
none of the conditions set forth in Sections 55.3.1 and 55.3.2 of this
Article has occurred.
55.3.4 Carrier will be responsible for engineering and maintaining its network on
its side of a POl. CenturyLink will be responsible for engineering and
maintaining its network on its side of a POl. The Parties may utilize any
Network lnterconnection Method described in this Section 55. Each Party
is responsible for the appropriale sizing, operation and maintenance of
the transport facility to a POl.
55.3.5 lf Carrier chooses to lease the facility from each POI to Carrier's network
from CenturyLink and the facility is within CenturyLink's serving territory,
Carrier will lease the facility from CenturyLink as defined in Section 55.4.
55.3.6 Carrier shall be required to establish a CLLI Code for the message/trunk
ACTL, at the CenturyLink Tandem or End Office Switch where the POI is
located.
Network lnterconneclion Methods for Direct lnterconnection
55.4.1 Leased Facility
a. Where facilities exist, Canier may lease facilities from CenturyLink
to establish lnterconnection through CenturyLink's provision of a
DS'l or DS3 Local lnterconnection Entrance Facility and/or Direct
Trunked Transport. Local lnterconnection Entrance Facilities may
not extend beyond the area served by the CenturyLink Serving
Wire Center. The rates for Local lnterconnection Entrance
Facilities and DTT are provided in Table 1. Local lnterconnection
Entrance Facilities and DTT may not be used in a manner
inconsistent with the requirements of Section 54.1 . CenturyLink's
Special Access Service is available as an alternative to
CenturyLink provided Local lnterconnection Entrance Facilities
and DTT, subject to Section 57.2.5(b). CenturyLink's Switched
Access Services are also available as an alternative to
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CenturyLink provided Local lnterconnection Entrance Facilities
and DTT, subject to Section 57.2.5(b). Carrier may also lease
access facilities from a third party.
55.4.2 INTENTIONALLY LEFT BLANK
55.4.3 Third Party ILEC Meet Point using Leased Facilities. lf Carrier's location
is in a third party ILEC's territory and Carrier chooses to interconnect with
CenturyLink using a third party ILEC Meet Point arrangement (i.e., leased
access facilities jointly provisioned by CenturyLink and such third party
ILEC), then any portion of such facilities provided by CenturyLink will be
ordered from CenturyLink's access Tariff.
Direct lnterconnection to CenturyLink is possible with the following types of
lnterconnection:
55.5.'1 Type 2A lnterconnection. A Type 2A lnterconnection is a trunk-side
connection to a CenturyLink Tandem Switch that uses SS7 signaling and
supervision. A Type 2A lnterconnection provides access to the valid NXX
codes served by End Offices and Remote Switches subtending the
Tandem Switch. A Type 2A lnterconnection cannot be used to reach
911/E9'11. A Type 2A lnterconnection can be used to exchange Jointly
Provided Switched Access Service Traffic using separate trunk groups.
This lnterconnection type typically requires that Carrier establish its own
dedicated NXX. ln instances where number pooling or 1000 block
pooling is in effect, less than a full NXX may be provided over this
lnterconnection to the extent that the Parties possess the requisite
network architecture to support the lnterconnection
a. Subject to POI Section 55.3, lnterconnection to a CenturyLink
Tandem Switch will provide Canier lnterconnection for Local Traffic,
Transit Traffic, lnterMTA Traffic and Jointly Provided Switched
Access Service Traffic to the CenturyLink End Offices, Remote
Switches and NXXs which subtend that Tandem Switch.
b. ln accordance with Transit Traffic Section 58, lnterconnection to a
CenturyLink Tandem for Transit Traffic purposes will provide access
to other Telecommunications Caniers which are connected to that
same Tandem Switch.
c. Carrier is responsible for provisioning its lnterconnection Facilities to
interface into CenturyLink's Tandem at the DSI level, including
switch port and any muxing necessary for such purposes. lf Carrier
orders Local lnterconnection Entrance Facility, Direct Trunked
Transport, and/or multiplexing for this, the rates from Table 1 shall
apply. lf Carrier orders CenturyLink's Access Services for this, the
Carrier shall pay based on CenturyLink's applicable access Tariff
instead of Table 1 .
55.5.2 Type 28 lnterconnection. A Type 28 lnterconnection is a trunk-side
connection to a CenturyLink End Ofiice that uses SS7 signaling and
supervision. A Type 28 lnterconnection only provides access to the valid
CenturyLink NXX codes served by that End Office and Remote Switches
subtending that End Office and cannot be used to reach other End
Offices, 911/E911, or to carry 8YY or 900 traffic. This lnterconnection
59
s5.6
type typically requires that Carrier establish its own dedicated NXX. ln
instances where number pooling or 1000 block pooling is in effect, less
than a full NXX may be provided over this lnterconnection to the extent
that the Parties possess the requisite network architecture to support the
lnterconnection.
a. Subject to the POI requirements of this Section 55, lnlerconnection
to a CenturyLink End Office Switch will provide Carrier local
lnterconnection for Local Traffic and lnterMTA Traffic purposes to
the CenturyLink NXX codes served by that End Office Switch and
any CenturyLink NXXs served by Remote Switches that subtend
that host End Office Switch.
b. Carrier is responsible for provisioning its lnterconnection Facilities to
inlerface into CenturyLink's End Office at the DS1 level, including
switch port and any muxing necessary for such purposes. lf Canier
orders Local lnterconnection Entrance Facility, Direct Trunked
Transport, and/or multiplexing the rates from Table 1 shall apply. lf
Carrier orders CenturyLink's access services for this, the Carrier
shall pay based on CenturyLink's applicable access tariff instead of
Table 1 .
55.5.3. Type 2C lnterconnection. A Type 2C lnterconnection is a trunk-side
connection to a CenturyLink 911/E911 tandem office that provides access
to the PSAP pursuant to Section 61.
lndirect Network Connection
55.6.1 For purposes of this Agreement, lndirect Traffic means traffic which is
originated by one Party and terminated to the other Party in which a third
party ILEC'S Tandem switch both provides the intermediary transit service
and serves CenturyLink's NXXS. Indirect Network Connection for lndirect
Traffic is inlended only for de minimis traffic. Therefore, lndirect Network
Connection will be allowed only on routes betvveen CenturyLink End
Offices and a Carrier switch in instances where, and only so long as,
none of the POI thresholds set forth in Seclion 55.3.2 have been reached.
55.6.2 lndirect Network Connection shall be accomplished by CenturyLink and
Carrier each being responsible for delivering Local Traffic to and receiving
such traffic at the ILEC Tandem serving the CenturyLink End Office.
Each Party acknowledges that it is the originating Party's responsibility to
enter into transiting anangements with the third party providing the transit
services. Each Party is responsible for the appropriale sizing, operation
and maintenance of the transport facility to the Tandem.
55.6.3 lf Carrier has not established a POI within thirty (30) Days after
notification from CenturyLink that Carrier has exceeded the POI threshold
in Section 55.3.2, Carrier will reimburse CenturyLink for any transit
charges billed by an intermediary carrier after the thirty (30) Day period
for traffic originated by CenturyLink. Carrier will also reimburse
CenturyLink for any transport costs that would be Canier's responsibility
under the Direct lnterconnection terms.
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56. SIGNALING AND INTERCONNECTION TRUNKING REQUIREMENTS
56.1 This Section sets forth certain signaling requirements and the terms and
conditions for lnterconnection provided by CenturyLink and Carrier and provides
descriptions of the trunking requirements between Canier and CenturyLink. This
Section describes the required and optional trunk groups for Local and Mass
Calling.
56.2 Signaling Parameters: CenturyLink and Carrier are required to provide each
other the proper signaling information (e.9., originating Calling Party Number
(CPN), Charge Number (ChN) and destination called party number, etc.) as
required by Applicable Rules and further clarified by the FCC's ICC Order to
enable each Party to issue bills in a complete and timely fashion. All CCS
signaling parameters will be provided unchanged including CPN, calling party
category, ChN and Originating Line lnformation Parameter (OLIP) on all calls. All
privacy indicators will be honored. Unless the FCC has approved a waiver
petition regarding specific technical restrictions, the ChN is to be passed
unaltered in SS7 signaling fields where it is different than CPN and ChN must not
be populated with a number associated with an intermediate switch, platform, or
gateway, or other number that designates anything other than a calling party's
charge number. Where SS7 connections exist, each Party shall pass all CCS
signaling parameters, where available, on each call carried over lnterconnection
trunks. The Parties will coordinate and exchange data as necessary to
determine the cause of the CPN/ChN failure and to assist its correction.
56.3 One Way and Two Way Trunk Groups
56.3.1 The Parties agree to establish jointly provision, and maintain bi-directional
two-way trunk groups for Local Traffic, Transit Traffic, lnterMTA Traffic
and separate two-way trunk groups for Jointly Provided Switched Access
Service Traffic. Trunks will utilize SS7 signaling protocol. Multi-frequency
(MF) signaling protocol may only be used where Carrier can demonstrate
that it is not Technically Feasible to use SS7 or where CenturyLink
otherwise agrees to use MF.
56.3.2 For administrative consistency Carrier will have control for the purpose of
issuing Access Service Requests (ASRs) on two-way groups. Canier will
also use ASRS to request or make necessary changes in trunking.
56.3.3 With respect to any two-way trunks directionalized as one-way in each
direction and separate one-way trunks previously established between
the Parties, the Parties will transition such trunks to bi-directional trunks in
accordance with the following:
a. The Parties understand that conversion of trunking arrangements
from directionalized to bi-directional requires technical and
operational coordination between the Parties. Accordingly, the
Parties agree to work together to develop a plan to identify
processes, guidelines, specifications, time frames and additional
terms and conditions necessary to support and satisfy the
standards set forth in the Agreement and implement the
conversion of trunking arrangements (the "Conversion Plan").
b. The Conversion Plan will identify all trunks to be converted from
directionalized to bi-directional arrangements.
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56.4
56.5
56.3.4 Separate ancillary trunk groups may be established based on billing,
signaling, and network requirements, and will be purchased from the
applicable Tariff.
a. Ancillary trunk groups will utilize SS7 protocol. Multi-frequency
(MF) signaling protocol may only be used where Carrier can
demonstrate that it is not Technically Feasible to use SS7 or
where CenturyLink otheMise agrees to use MF.
b. Separate trunk groups will be required by CenturyLink for certain
traffic types including, but not limited to:
i. 91 1/E9'l 1 Trunks;
ii Mass Calling Trunks, if applicable.
Trunk Groups
56.4.1 For terminating Jointly Provided Switched Access Service Traffic,
CenturyLink will pass all SS7 signaling information including, without
limitation, any CPN and JIP received from FGD caniers. All privacy
indicators will be honored. Where available, network signaling
information such as transit network selectjon (TNS) parameter, Carrier
ldentification Codes (ClC) CCS platform and CICIOZZ information (non-
SS7 environment) will be provided by Carrier wherever such information
is needed for call routing or billing. The Parties will follow all Network
Operations Forum (NOF) adopted standards and all OBF adopted
standards pertaining to TNS and CIC/OZZ codes.
56.4.2 Carrier and CenturyLink shall, where applicable, make reciprocally
available, the required trunk groups to handle different traffic types.
a. Any Local Traffic routed over Switched Access Service trunks will
be billed to the IXC at the appropriate intrastate or interstate
terminating access rate. Neither Party shall route Switched
Access Service traffic over Local lnterconnection Trunks except
for lnterMTA Traffic, consistent with Section 57.3.
b. Each Party shall only deliver traffic over the Local lnterconnection
Trunk Groups to the other Party's Tandem or End Office for those
NXX Codes served by that Tandem or End Office as applicable in
accordance with the LERG.
Trunk Servicing
56.5.1 Orders between the Parties to establish, add, change or disconnect
trunks shall be processed by using an Access Service Request (ASR).
Canier will have administrative control for the purpose of issuang ASR's
on both two-way and one-way trunk groups. Parties will jointly manage
the capacity of Local lnterconnection Trunk Groups.
56.5.2 Should Canier request trunking from CenturyLink in excess of the
industry traffic engineering design blocking standard set forth in
Section 55.2.3. CenturyLink is not obligated to provide such trunking
unless Carrier agrees in writing to pay for the excess trunking on the
CenturyLink side of the POl.
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56.6
56.7
56.8
56.5.3 Utilization shall be defined as'trunks required' as a percentage of trunks
in service. Trunks required shall be determined using design utilization
criteria stated in Section 56.5.4.
56.5.4 Underutilization: Underutilization of lnterconnection trunks and facilities
exists when provisioned capacity of trunks in service for more than six (6)
months is greater than the current need. This over-provisioning is an
inefficient deployment and use of network resources and results in
unnecessary costs. Those situations where more capacity exists than
actual usage will be handled in the following manner:
a. lf a final trunk group is under seventy-five percent (75%) of CCS
capacily or a high usage trunk group is under ninety
percent (90%) of CCS capacity on a monthly average basis, for
each month of any three (3) consecutive months period, either
Party may request the issuance of an order to resize the trunk
group, which shall be left with not less than twenty-five percent
(25%) excess capacity. ln all cases POI requirements and grade
of service objectives shall be maintained.
b. Carrier will send an ASR to CenturyLink to trigger changes to the
Local lnterconnection Trunk Groups based on capacity
assessment.
c. Upon review of the ASR if a Party does not agree with the
resizing, the Parties will schedule a joint planning discussion
within twenty (20) Business Days. The Parties will meet to resolve
and mutually agree to the disposition of the initiating ASR.
Carrier will be responsible for engineering its network on its side of the Point of
lnterconnection (POl). CenturyLink will be responsible for engineering its
network on its side of the POl.
Where facilities are available, due dates for the inslallation of Local
lnterconnection Trunks covered by this Section shall be in accordance with the
Standard Practices as published on the CenturyLink Website. lf either Carrier or
CenturyLink is unable to or not ready to perform Acceptance Tests, or is unable
to accept the Local lnterconnection Trunk(s) by the due date, the Parties will
reschedule a mutually acceptable date.
Trunk Data Exchange
56.8.1 Each Party agrees to service trunk groups to the blocking criteria in
Section 55.2.3 in a timely manner when trunk groups exceed measured
blocking thresholds on an average time consistent busy hourfor a twenty-
one (21) Day study period. The Parties agree that twenty-one (21) Days
is the study period duration objective unless mutually agreed otherwise.
The study period will not include a holiday.
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56.9 NetworkManagement
56.9.1 Restrictive Controls. Either Party may use protective network traffic
management controls such as 7-digit and 1o-digit code gaps set at
appropriate levels on traffic toward each other's network, when
required, to protect the public switched nehvork from congestion due to
facility failures, switch congestion, or failure or focused overload.
Carrier and CenturyLink will immediately notify each other of any
protective control action planned or executed.
56.9.2 Expansive Controls. Where the capability exists, originating or
terminating traffic re-routes may be implemented by either Party to
temporarily relieve network congestion due to facility failures or
abnormal calling patterns. Re-routes will not be used to circumvent
normal trunk servicing. Expansive controls will only be used when
mutually agreed to by the Parties.
56.9.3 Temporary Mass Calling. Canier and CenturyLink shall cooperate and
share pre-planning information, where available, regarding cross-
network call-ins expected to generate large or focused temporary
increases in call volumes, to prevent or mitigate the impact of these
events on the public switched netwo*.
56.10 Technical lnterfaces
56.10.1 Carrier is responsible for provisioning its traffic to CenturyLink's switch
port at the DS1 level, including any muxing necessary for such
purposes.
56. 10.2 Standard lnterconnection facilities shall be extended superframe (ESF)
with BSZS line code where currently available.
56.10.3 Signaling protocol. The Parties will interconnect their networks using
SS7 signaling where Technically Feasible and available as defined in
GR 905 Telcordia Standards including ISDN User Part (ISUP) for lrunk
signaling and TCAP for CCS-based features in the lnterconnection of
their networks. All Network Operations Forum (NOF) adopted
standards shall be adhered to. Where available, CenturyLink signaling
services to link its Signaling Transfer Points (STPs) for Carrier switches
which connect to CenturyLink's STPs via "A" links or for Canier's STPs
to connect to CenturyLink's STPs via "D" links which are dedicated to
the transport of signaling for local lnterconnection, may be ordered from
the CenturyLink Tariff.
56.1 1 Responsibilities of the Parties
56.11.1 Canier and CenturyLink will work cooperatively to install and maintain a
reliable network. Carrier and CenturyLink shall exchange appropriate
information (e.9., maintenance contact numbers, network information,
information required to comply with law enforcement and other security
agencies of the federal and State government and such other
information as the Parties shall mutually agree) to achieve this desired
reliability.
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56.11.2 Carrier and CenturyLink will review engineering requirements as
necessary and establish semi-annual forecasts for facilities utilization
provided under this Article.
56.1 1 .3 Carrier and CenturyLink will provide trained personnel with adequate
and compatible test equipment to work with each other's technicians.
56.1'1.4 Carrier and CenturyLink will notify each other when there is any change
affecting the service requested, including the due date.
56.11.5 Carrier and CenturyLink will recognize that a facility handoff point must
be agreed to as part of the process of the lmplementation Plan that
establishes the demarcation for maintenance and provisioning
responsibilities for each Party.
56.11.6 Canier and CenturyLink will review engineering requirements consistent
with the lmplementation Plan as described in and as otherwise set forth
in this Agreement.
56.1 1 .7 Carrier and CenturyLink will share responsibility for all control office
functions for Local lnterconnection Trunks and trunk groups, and both
Parties shall share the overall coordination, installation, and
maintenance responsibilities for these trunks and trunk groups.
56.11.8 Carrier and CenturyLink will coordinate and schedule testing activities
of their own personnel, and others as applicable, to ensure its
lnterconnection trunks/trunk groups are installed per the lnterconnection
order, meet agreed-upon acceptance test requirements, and are placed
in service by the due date.
56.1 1.9 Carrier and CenturyLink will perform sectionalization to determine if a
trouble is located in its facility or its portion of the lnterconnection trunks
prior to referring the trouble to each other.
56.1 1.10 Carrier and CenturyLink will advise each other if there is an equipment
failure which may affect the lnterconnection trunks.
56.11.11Carrier and CenturyLink will provide each other with a trouble
reporting/repair contact number that is readily accessible and available
twenty-four (24) hours a day, seven (7) days a week. Any changes to
this contact anangement must be immediately provided to the other
Party.
56.11.12 Carrier and CenturyLink will provide to each other test-line numbers and
access to test lines.
56.11.13Canier and CenturyLink will cooperatively plan and implement
coordinated repair procedures for the Local lnterconnection Trunks and
facilities to ensure trouble reports are resolved in a timely and
appropriate manner.
56.12 Neither Party shall use any lnterconnection, function, facility, product or service
provided under this Agreement or any other service related thereto or used in
combination therewith in any manner that interferes with or impairs service over
any facilities of either Party, its affiliated companies or other connecting
Telecommunications Carriers, prevents any carrier from using its
Telecommunication Service, impairs the quality or privacy of
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Telecommunications Service to other caniers or to either Party's End Users,
causes hazards to either Party's personnel or the public, damage to either
Party's or any connecting carrier's facilities or equipment, including any
malfunction of ordering or billing systems or equipment. Upon such occurrence,
either Party may discontinue or refuse service for so long as the other Party is
violating this provision. Upon any such violation, either Party shall provide the
other Party notice of the violation at the earliest practicable time.
56.13 Where Carrier's switch is equipped, Carrier will provide JIP (Jurisdiction
lnformation Parameter) with all terminating traffic (Mobile to Land).
57. INTERCARRIER COMPENSATION
57 .1 General Terms
57.1.1 For compensation purposes, the jurisdiction of a call is determined by the
physical location of the origination and termination of such call.
57 .2 Compensation for Transport and Termination of Local Traffic
57.2.1 Bfi and Keep applies for transport and termination of Local Traffic
terminated by either Party over Carrier's Local lnterconnection Trunks.
57.2.2 To the extent CenturyLink identifies, either through its own recording
capabilities or through call detail records provided by another carrier,
traffic that is originated by Carrier and terminated indirectly to CenturyLink
through a Third Party ILEC Tandem, CenturyLink shall bill Carrier
Common Transport for lndirect Traffic.
57.2.3 Recording for Local Traflic
a. Each Party will calculate terminating MOU based on standard
Automatic Message Accounting (AMA) recordings made within
each Party's network. These recordings are the basis for each
Party to generate bills to the other Party. Measurement of MOU
over Local lnterconnection Trunk Groups shall be in actual
conversation seconds. The total conversation seconds over each
individual Local lnterconnection Trunk Group will be totaled for the
entire monthly bill and then rounded to the next whole minute.
Notwithstanding the above, either Party may use its SS7 data to
verify and adjust billing as appropriate.
57.2.4 Recording for lndirect lnterconnection
a. For any traffic exchanged between the Parties via Third Party
ILEC Tandems, each Pa(y will either record the traffic it
terminates in accordance with this Section, or will utilize records
provided by the Tandem provider to invoice for traffic terminating
on its network.
57.2.5 Billing Elements for lnterconnection Facility, DTT and Multiplexing
a. Local lnterconnection Entrance Facility
1. Recurring and nonrecurring rates for Local lnterconnection
Entrance Facilities, DTT and associated Multiplexing are
specified in Table 1.
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b
2. When DTT is provided to a Tandem Switch, the applicable DTT
recurring and nonrecurring rates apply between the Serving
Wire Center and the Tandem Switch.
3. Rate band shall be determined for DTT based on the
combination of the Serving Wire Center and the Tandem Switch
or End Office Switch.
4 Shared Costs.
(i) lf the Parties elect to establish two-way Local
lnterconnection Trunks for reciprocal exchange of traffic,
the cost of the two-way Local lnterconnection Entrance
Facility and DTT shall be shared among the Parties.
CenturyLink will bill Carrier for the entire DTT and Local
lnterconnection Entrance Facility provided by CenturyLink
at the rates in Table 1 . Carrier will bill CenturyLink for
CenturyLink's portion of the same DTT and Local
lnterconnection Entrance Facility at the same recurring
rates in Table 1 charged by CenturyLink based on the
portion defined in (ii) below.
(ii) CenturyLink's portion of the DTT and Local
lnterconnection Entranc€ Facility will be based on the
factor determined by CenturyLink using the following to
assign the minutes for which CenturyLink is responsible:
. All Local Traffic MOU that CenturyLink originates and
sends to Carrier.
. All CenturyLink originated lntraLATA LEC Toll MOU
that CenturyLink sends to Carrier.
. All other minutes are Carrier's responsibility for
purposes of allocating the shared costs.
lnterconnection Using Access Services
1. lf Carrier chooses to provision lnterconnection over a facility
ordered as Special Access Service from the CenturyLink state
or FCC access Tariffs, the rates from those Tariffs will apply to
such facility. Carrier may order a Local lnterconnection
Entrance Facility or a Local lnterconnection Entrance Facility
combined with DTT to be provisioned over an existing facility
(e.9. DS3) that was originally ordered and provisioned as
Special Access Service so long as the Special Access Service
facility covers the same entire route (i.e., beginning and end
points), in which event the entire facility, including any portion of
the facility (e.9. a DS1) which is subsequently ordered and
provisioned as a Local lnterconnection Entrance Facility or as a
Local lnterconnection Entrance Facility combined with DTT will
be charged at the Special Access Service tariff rates.
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2. lf Carrier chooses to provision lnterconnection over a facility
ordered as Switched Access Service from the CenturyLink state
and FCC access Tariffs, the rates from those Tariffs will apply to
such facility. Carrier cannot order a Local lnterconnection
Entrance Facility, DTT or Multiplexing to be provisioned over a
facility which is also used for Switched Access Service.
3. Carrier may order a Switched Access Service facility to be
provisioned over an existing facility that was originally ordered
and provisioned as Special Access Service, in which event the
portion of the facility which is subsequently ordered and
provisioned as switched Access Service will be charged at
Switched Access Tariff rates and the remainder of the facility will
be charged at Special Access Service Tariff rates.
57.2.6 Multiplexing (DS1/DS3 MUX) is available at the rate specified in
Table 1. lf the lnterconnection Facility was ordered as Switched
Access Service, then the Tariffed rates apply instead of the MUX rates
from Table 1.
57 .2.7 Trunk Nonrecurring charges
a. lnstallation and Disconnect nonrecurring charges may be
assessed by the provider for each Local lnterconnection Trunk
ordered at the rates in Table 1 .
b. Nonrecuning charges for rearrangement may be assessed by the
provider for each Local lnterconnection Trunk rearrangement
ordered, at one-half (1/2) the rates specified in Table 1.
c. lf the lnterconnection Facility is ordered as Switched Access
Service, then the applicable Tariffed trunk nonrecuning charges
apply instead of the rates from Table 1.
57.2.8 For purposes of compensation behveen the Parties, Carrier shall adopt
the Rate Center areas and Rating Points that the Commission has
approved for the lLECs. ln addition, Carrier shall assign whole NPA-
NXX codes to each Rate Center, subject to State regulatory
requirements. lf Carrier only obtains thousands blocks instead of
whole NPA-NXX codes, those thousands blocks shall remain rated to
the Rate Cenler associated with the donating NPA-NXX code.
Compensation of lnterMTA Traffic
57.3.1 The Parties will use lnterMTA traffic factors and a percent interstate
usage factor ("PlU") to estimate the amount of traffic that is lnterMTA.
a. The lnterMTA Mobile-Land (M-L) factor accounts for Carrier-
originated traffic that crosses the MTA boundary and traverses the
Local lnterconnection Trunks. Based upon the unique MTA
geography of the areas served by the Parties, for the first three
months of this Agreement and thereafter unless changed as
provided in this Section, the lnterMTA M-L factor, as shown in
Table 1, shall be applied to minutes of use terminating from
Canier to CenturyLink. CenturyLink will bill Carrier for the resulting
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lnterMTA M-L
access rates.
minutes at the terminating interstate switched
b. The lnterMTA Land-Mobile (L-M) factor accounts for Carrier-
terminated traffic that crosses the MTA boundary and traverses
the Local lnterconnection Trunks. Based upon the unique MTA
geography of the areas served by the Parties, for the first three
months of this Agreement and thereafter unless changed as
provided in this Section, the lnterMTA L-M factor, as shown in
Table 1, shall be applied to minutes of use originating from
CenturyLink to Carrier. The PIU factor, also shown in Table 1 ,
shall be applied to lnterMTA L-M traffic to split into intrastate and
interstate traffic. CenturyLink will bill Carrier for the resulting
lnterMTA L-M minutes at the originating intrastate or interstate
switched access rates.
57.3.2 No reciprocal compensation will be paid by CenturyLink to Carrier for
lnterMTA traffic. CenturyLink may bill Carrier switched access tariffed
rates for this traffic in accordance with 66.3.1 .
a. Following an initial three-month period, either Party may conduct a
state-specific traffic study to derive more accurate lnterMTA
factors and/or PlU, the results of which will be used going forward
upon amendment of this Agreement by the Parties; provided,
however, that the lnterMTA factors and PIU shall not be revised
more often than once every six months. Carrier will work with
CenturyLink to ensure the necessary traffic data required for
sampling purposes is available for such study.
b. Unless otherwise required by Applicable Law, in the absence of a
written agreement between the Parties stating otherwise, any
traffic which is not included within the definition of Local Traffic or
otherwise specifically addressed in this Agreement will be billed to
Carrier at Access Service rates. The right to assess such Access
Service charges shall not be deemed to constitute authorization
for Canier to route any traffic in a manner which is not permitted
under this Agreement.
58. TRANSIT TRAFFIC
58.1
58.2
58.3
Transit Service terms in this Agreement are for the delivery of Transit Traffic.
Any Jointly Provided Switched Access Service Traffic that transits the
CenturyLink network will not be considered Transit Traffic and any network
functions provided by CenturyLink in connection with such Jointly Provided
Switched Access Service Traffic will be provided to the IXC at Switched Access
Service rates.
When CenturyLink receives an unqueried call from Carrier to a telephone
number that has been ported to another service provider, rates applicable to
Transit Service will apply in addition to any query rates.
To the e)dent network and contractual arrangements exist with all necessary
parties throughout the term of this Agreement, and where the Parties have a
lype 2A lnterconnection (i.e. Carrier is interconnected at CenturyLink's tandem)
CenturyLink will provide Transit Services for Carrier's connection of its End User
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58.5
58.6
to a local End User of: (1) Caniers, (2) other ILECs (including any CenturyLink
ILEC Affiliates who may be a Party to this Agreement, other than the CenturyLink
ILEC Affiliate providing the Transit Service), and (3) other CMRS carriers.
CenturyLink will only provide a Transit Service where Carrier is interconnected at
the same CenturyLink Tandem switch to which the terminating carrier is
interconnected. Carrier agrees not to route Transit Traffic to a non-CenturyLink
Tandem (i.e., double Tandem Transit Traffic) where the NPA-NXX of the number
called is rated within CenturyLink's Tandem serving area, and Canier shall
reimburse CenturyLink for any terminating compensation charged to CenturyLink
by a terminating canier as a result of any such double Tandem Transit Traffic
routed by Carrier.
ln the event Transit Traffic originated by Carrier is blocked by a third party,
CenturyLink shall have no obligation to resolve the dispute. Carrier
acknowledges that CenturyLink does not have any responsibility to pay, and
Carrier indemnifies CenturyLink against any third-party Telecommunications
Carrier charges for termination of any identifiable Transit Traffic routed to
CenturyLink by Carrier.
Payment Terms and Conditions
58.5.'l Canier shall pay a Transit Service Charge as set forth in Table 1 for any
Transit Traffic routed to CenturyLink by Carrier for any traffic terminating
to any entity other than a CenturyLink affiliate operating as an Incumbent
Local Exchange Canier.
58.5.2 Carrier shall be responsible for payment of Transit Service charges on
Transit Traffic routed to CenturyLink by Carrier and for any charges
assessed by the terminating carrier. Carrier agrees to enter into traffic
exchange agreements with third-parties prior to routing any Transit Traffic
to CenturyLink for delivery to such third parties, and Carrier will indemnify,
defend and hold harmless CenturyLink against any and all charges levied
by such third-party terminating canier with respect to Transit Traffic,
including but not limited to, termination charges related to such traffic and
attorneys' fees and expenses-
58.5.3 When Transit Traffic is originated by a third party through a CenturyLink
Tandem to Carrier, and the third party is not legally obligated to
compensate CenturyLink for the Transit Service provided in transporting
the traffic to the Carrier as a result of paragraph 999 of the FCC Order,
the Carrier shall:
a. Establish Direct lnterconnection with such third party; or
b. Pay the Third Party Transit rate, as set forth in Table 1.
Exchange of Data
58.6.1 To the extent Technically Feasible, the Parties involved in transporting
Transit Traffic will deliver calls to each involved network with Common
Channel Signaling (CCS)/Signaling System 7 (SS7) protocol and the
appropriate ISUP/TCAP messages to facilitate full interoperability and
billing functions. The Parties agree to send all message indicators,
received.
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58.7 Notwithstanding any other provision to the contrary, once the volume of Transit
Traffic exchanged between Carrier and a third party exceeds the equivalent of
three (3) DSls of traffic, CenturyLink may, but shall not be obligated to, require
Canier to establish a direct connection with the party to whom they are sendjng
traffic. CenturyLink also reserves the right to require Carrier lo establish a direct
connection to the third party if, in CenturyLink's sole discretion, the Tandem is at
or approaching capacity limitations. These limitations may include but are not
limited to a lack of trunk port capacity or processor capacity based on the then
existing Tandem and network configuration. Within sixty (60) Days after
CenturyLink notifies Carrier of the requirement to direct connect, Canier shall
establish a direct lnterconnection with such third party.
58.8 ln the event a third party files a complaint or other legal action against
CenturyLink, or threatens to do so, as a result of a controversy involving Transit
Traffic originated by Carrier which is routed to such third party, then upon written
notice CenturyLink may require Carrier to (i) directly interconnect with such third
party, or (ii) to otherwise cease using Transit Service of CenturyLink for delivery
of Carrier-originated traffic to such third party, or (iii) to take such other action
which may be mutually acceptable to CenturyLink, and Carrier, in order to protect
and remove CenturyLink from such controversy, and CenturyLink may seek legal
or equitable relief for purposes of enforcing this paragraph.
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ARTICLE VI. ADDITIONAL SERVICES
59. NUMBER PORTABILITY
59.1
59.2
59.3
Definitions. For purposes of this Section governing Number Portability, the
following definitions shall apply:
59.1.1 Donor Party: The Party that is receiving the number port requesl and is
relinquishing the ported number.
59.1.2 Local Routing Number (LRN): A ten (10)-digit number that is assigned to
the network switching elements for the routing of calls in the network.
59.1 .3 Number Portability (NP): The in-place long{erm method of providing
Number Portability (NP) using the LRN method.
59.1.4 Recipient Pafi: The Party that is initiating the number port request and
is receiving the ported number.
59.1.5 Simple Ports: Those ports meeting the FCC's definition of "Simple" ports
59.1 .6 Ten-Digit Unconditional Trigger Method (TDT): An industry-defined PNP
solution that utilizes the ten-digit Local Routing Number to provide for an
automated process that permits the work at the Recipient Party's switch
to be done aulonomously from the work at the Donor Party's switch
resulting in less downtime to the End User.
Number Portability (NP). Each Party will provide Local Number Portability and
obtain End User authorization in accordance with the Act, and applicable FCC
rules, regulations and orders as amended from time to time. Carrier shall provide
NP to CenturyLink under no less favorable terms and conditions as when
CenturyLink provides such services to Carrier. The Act requires allowing End
Users to change local service providers and retain the same telephone
numbe(s) within the serving Rate Center utilizing the portability method as
defined by the FCC. The Parties recognize that the Act and the applicable FCC
rules, regulations and orders limit porting to carriers having facilities or
numbering resources in the same Rate Center, or to service providers who have
partnered with a wireline carrier for numbering resources where lhe partnering
carrier has facilities or numbering resources in the same Rate Center, and do nol
mandate location portability and the Parties will not submit orders for such non-
mandated types of portability.
Testing
59.3.'1 lf Carrier has not initiated porting with CenturyLink in a specific exchange,
prior to port order submission, Carrier will conduct testing with
CenturyLink as required by the NANC LNP Guidelines incorporated by
reference in 47 C.F.R. $52.26.
59.3.2 Carrier must be NPAC certified and have met CenturyLink testing
parameters prior to activating LNP. Each Party will bear its own
expenses for testing.
59.3.3 The Parties will cooperate to ensure effective maintenance testing
through activities such as routine testing practices, network trouble
isolation processes and review of operational elements for translations,
routing and network fault isolation.
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59.3.4 The Parties shall cooperate in testing performed to ensure
interconnectivity between systems. The Parties shall notify each other at
least sixty (60) days in advance of any system updates that may affect
the porting operations of Carrier or CenturyLink. Each Party shall, at
each other's request, jointly perform tests to validate the updated
operations.
A Party requesting a number to be ported must send the other providing Party a
Local Service Request (LSR). lf a Party requests that the other Party port a
number, the Parties shall follow the "Local Number Portability Ordering Process"
documented on the CenturyLink Wholesale Website and comply with applicable
FCC rules, regulations and orders.
59.4.1 End User Non-Payment. CenturyLink will port numbers for customers
whose service has been suspended for non-payment. However,
CenturyLink will not port numbers once the customer's service has been
disconnected.
59.4.2 Neither Party shall be required to provide Number Portability under this
Agreement for excluded numbers defined by FCC orders or other
Applicable Law, as updated from time to time, including but not limited to:
500 NPAs; 900 NPAs; 950 and 976 NXX number services; and OCS
NXXs (i.e., numbers used internally by either Party for its own business
purposes). The term "Official Communications Service (OCS)" means the
internal telephone numbers used by CenturyLink or Carrier.
59.4.3 lnactive Numbers. CenturyLink will not port numbers not currently being
used by a CenturyLink End User or previously reserved on an existing
CenturyLink End User's account.
59.4.4 LERG Reassignment. Portability for an entire NXX shall be provided by
utilizing reassignment of the NXX to Carrier through the LERG
59.4.5 Porting lnterval. Both Parties agree to porting intervals as mandated by
the FCC or as provided in the LNPA WG Best Practices -
http://www.npac.com/lnpa-working-group-/lnp-best-practices. The following
terms shall also apply:
a. Local Number Portability (LNP) orders for Simple Ports may not
be expedited.
b. Mass Calling Events. The Parties will notify each other at least
seven (7) Days in advance where ported numbers are utilized.
Parties will only port Mass Calling numbers using switch
translations and a choke network for call routing. Porting on Mass
Calling numbers will be handled outside the normal porting
process and comply with any applicable federal regulatory
requirements or industry guidelines developed for Mass Calling
numbers.
59.4.6 FOC. Both Parties agree to provide a Firm Order Confirmation (FOC) to
the Recipient Party at intervals as mandated by the FCC or as provided in
the LNPA WG Best Practices. (http://www.npac.com/lnpa-working-group-
/lnp-best-practices)
73
40 q.
59.4.7 Project Management. For purposes of this Agreement, the Parties will
use a project management approach for the implementation of LSRs for
non-standard requests such as coordinated cutovers including but not
limited to Coordinated Hot Cuts and after hours cutover requests. The
Parties may mutually agree on using a project management approach for
very large volumes of number ports such as a large business, hospital or
government agency cutover.
a. Carrier bears sole responsibility for any End User issues
associated with porting cutovers when CenturyLink recommends a
project approach and Carrier declines to use such a process.
59.4.8 Service Order Charge. The Party receiving the LSR will bill the Service
Order charge set forth in Table 1 for each LSR received. The Party will
bill the Service Order charge for a LSR, regardless of whether that LSR is
later supplemented, clarified or cancelled. The receiving Party will also
bill an additional Service Order charge for supplements to any LSR
submitted to clarify, correct, change or cancel a previously submitted
LSR.
59.4.9 When CenturyLink receives an un-queried call from Carrier to a telephone
number that has been ported to another local services provider, the
Transit rale in Table 1 and the LNP query charge found in Table'1 will
apply.
59.4.10 IXC Revenue. When an IXC terminates an lnterLATA or
lntraLATA toll call to either Party's local exchange customer whose
telephone number has been ported from one party to the other, the
Parties agree that the Party to whom the number has been ported shall
be entitled to revenue from the IXC for those access elements it actually
provides including, but not limited to end office switching, local transport,
RlC, and CCL. The Party from whom the number has been ported shall
be entitled to receive revenue from the IXC for those access elements it
actually provides including, but not limited to any entrance facility fees,
access Tandem fees and appropriate local transport charges.
59.4.1 1 When a ported telephone number becomes vacant, e.9., the
telephone number is no longer in service by the original End User, the
ported telephone number will snap-back to the LERG-assigned
thousands block holder or the NXX code holder if pooling is being utilized
in the Rate Center.
59.4.12 Each Party shall become responsible for the End User's other
ancillary services (e.9., E911, Directory Listings, Operator Services, Line
lnformation Database (LIDB)) when the port of the End User's telephone
number to its switch is completed.
Cut-Over Process for Number Porting Orders
59.5.1 Ten-Digit Unconditional Trigger Method (TDT) Cut-Over
a. Where Technically Feasible, both Parties will use PNP-LRN cut
overs, which rely upon the TDT for porting numbers. CenturyLink
will update its Website to identify the circumstances of which it is
aware where use of TDT is not Technically Feasible.
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b Setting of ten digit higgers or an alternative must be used as
shown in the FCC mandated NANC LNP Process Flows at
http://www. npac.com/lnpa-working g rou p/nancJnp-process-f lows
(See Flows 9 and 10).
60. INTENTIONALLY LEFT BLANK
61. BASIC 911 AND Egl1 SERVICE
61.1
6',t.2
E911 Universal Emergency Number Service is provided by CenturyLink to
Carrier serving End Users in a geographic area where CenturyLink is the 911
Service Provider.
CenturyLink's Responsibilities: When CenturyLink is designated by the PSAP as
the primary 911 Service Provider in a geographic area in which Carrier furnishes
local Telephone Exchange Service. CenturyLink shall have the obligations in this
Section.
61.2.1 Call Routing
a CenturyLink will switch 91 1 calls through the Selective Router to the
designated primary PSAP or to designated alternate locations,
according to routing criteria specified by the PSAP.
b. CenturyLink will forward the calling party number (ANl) it receives
from Carrier and the associated 911 Automatic Location
ldentification (ALl) to the PSAP for display. lf no ANI is forwarded
by Carrier, CenturyLink will route the call to the "Default" ESN
assigned to Carrier's 911 trunk group and will forward an
identification code for display at the designated "Default" PSAP
associated with the "Default" ESN. lf the ANI is forwarded by
Carrier but no ALI record is found in the 911 DBMS, CenturyLink will
report this "No Record Found" condition to Carrier in accordance
with NENA standards.
61 .2.2 Facilities and Trunking
a. CenturyLink will provide transport facilities lo interconnect Canier to
CenturyLink's SR, at rates found in Table 1 or, if ordered as
switched or Special access or Special Access Service, then at rates
found in the appropriate access tariff. Additionally, when diverse
facilities are requested by Carrier, CenturyLink will provide such
diversity where Technically Feasible and facilities are available at
rates found in Table 1 or, if ordered as Switched Access Service or
Special Access Service, then at rates found in the appropriate
access tariff.
b Upon written request by Carrier, CenturyLink shall, in a timely
fashion and at no charge, provide Carrier with a description of the
geographic area (or rate centers) and PSAPs served by the 911
Selective Route(s) based upon the standards set forth in the May
1997 NENA Recommended Standards for Local Service Provider
lnterconnection lnformation Sharing, or any subsequent revision(s)
thereto.
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61.2.3 Database
a. Where CenturyLink manages the ALI database, CenturyLink shall
store Carrier's End User 91 1 records.
b. Where CenturyLink is the ALI database provider, CenturyLink shall
coordinate access to the CenturyLink DBMS for the initial loading
and updating of Carrier's End User 911 records. For such
purposes, CenturyLink will provide Canier with access to
WebDBMS, which is a customer interface to the DBMS which
restricts Carrier access to Canier End User records only, and is
used for viewlng and coordinating electronic file processing of such
End User records. CenturyLink shall provide Carrier with a
password to the WebDBMS, and Carrier shall be responsible for
maintaining confidentiality and use of such password.
c. CenturyLink ALI database shall accept electronically transmitted
files that are based upon NENA standards. Manual entry shall only
be allowed in the event the DBMS is not functioning, or if
CenturyLink has specifically agreed pursuant to separate written
terms setting forth such arrangements, including compensation at
the rates found in Table 1.
d. CenturyLink will provide an error and status report for Canier's End
User records received from Carrier. This report will be provided in a
timely fashion in accordance with the methods and procedures to be
provided to Canier.
e. Where CenturyLink manages the ALI database, CenturyLink shall
provide Carrier with one electronic file containing the Master Street
Address Guide (MSAG) annually for each county in the State for
which this Agreement is applicable, in which CenturyLink is the 911
Service Provider, and in which Carrier exchanges Local Traffic with
CenturyLink. Additional copies of the MSAG file are available at the
rate set forth in Table 1 .
f. Where CenturyLink manages the ALI database, CenturyLink shall
establish a process for the management of NPA splits by populating
the ALI database with the appropriate NPA codes.
Carrier's Responsibilities. Where CenturyLink is the 9,l 1 Service Provider,
Carrier shall have the obligations in this Section.
61.3.1 Call Routing
a. Carrier will transport 911 calls to the applicable CenturyLink
Selective Router.
b. Where supported by CenturyLink and where Technically Feasible,
Carrier may implement 911 Service using a Dynamic 911 solution.
c. Carrier will forward the ANI information of the party calling 911 to
the applicable CenturyLink Selective Router.
61 .3.2 Facilities and Trunking
a. Carrier or its agent shall order and maintain a minimum of one 911
dedicated DS1 facility for each SR with a minimum of two one-way
76
b
outgoing DSo trunks dedicated for originating 91 1 calls to reach
each applicable PSAP served by such SR. Carier or its agent will
provision these transport facilities in accordance with applicable
NENA standards; Carrier or its agent shall order such transport
facilities from CenturyLink at the rates found in Table 1 .
CenturyLink's access services are available as an alternative, and
when Carrier or its agent chooses to order switched or special
access facilities, the appropriale CenturyLink access lariff rates
apply instead of the rates found in Table 1. Carrier or its agent shall
engineer its 91 1 Trunks to attain a minimum of P.01 grade of
service as measured using the'busy day/busy hour criteria or, at
such higher grade of service as required by Applicable Law or duly
authorized governmental authority.
Canier acknowledges that End Users in a single Local Calling Area
may be served by different SRs, and that Carrier or its agent shallbe responsible for providing sufficient transport facilities and
trunking to route 911 calls from its End Users to each of the proper
91 1 SRs.
Carrier or its agent is responsible for providing a separate 911 trunk
group for each county or other geographic area that Carrier serves if
the PSAP for such county or geographic area has a specified
varying default routing condition. lf Carrier or its agent uses MF
signaling, it must transmit 9"ll traffic over a separate 91'1 trunk
group for each NPA (area code) served by affected PSAPs.
Where diverse routing to CenturyLink SRs is desired by Carrier or
required by the applicable PSAP or as olherwise necessary for the
proper routing of 911 calls to the appropriate PSAP, then Carrier is
responsible for ordering such transport facilities at Canier's
expense. These diverse transport facilities to interconnect the
Carrier or its agent to CenturyLink's SR will be ordered at rates
found in Table 1 or, if ordered as Switched Access Service or
Special Access Service, then at the rates found in the appropriate
access ta riff.
Carrier is responsible for determining and maintaining the proper
quantity of 911 dedicated one-way outgoing trunks and facilities
from its switch(es) to the CenturyLink SR.
Canier or its agent shall monitor its 911 trunks for the purpose of
determining originating network traffic volumes. lf Canier's traffic
study indicates that additional trunks are needed to meet the cunent
level of 911 call volumes, Carrier shall order additional dedicated
911 facilities from CenturyLink at the rates set forth in Table 1 or
require its agent to order such facilities.
Canier agrees that it will not pass live gl 1 traffic until successful
testing is completed by both Parties.
c
d
e
f
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61 .3.3 Selective Router Port Charges/Terminations for Connecting Companies
a. The Carrier is required to order two trunks and associated ports for
the establishment of the connection to the Selective Router that
provides connectivity for incoming 911 trunks to enable Carrier
access to the Emergency Services network. The SR Trunk Port is
billed recurring and nonrecurring rates per port at the rates found in
Table 1 .
61.3.4 Database
Once 91'1 Trunks have been established and tested between
Carrier and appropriate SRs, Canier or its agent shall be
responsible for providing Carrier's End User records to CenturyLink
for inclusion in CenturyLink's ALI database.
Carrier shall assign a 911 database coordinalor charged with the
responsibility of foMarding Carrier End User ALI record information
to CenturyLink.
Canier shall provide initial and ongoing updates of Carrier's 911
records that are MSAG-valid in electronic format based upon
established NENA standards. Canier shall provide information on
new subscribers to CenturyLink within one (1) Business Day of the
order completion. CenturyLink shall update the database within
two (2) Business Days of receiving the data from Carrier. lf
CenturyLink detects an error in the Canier provided data, the data
shall be returned to the Company lD owner within two (2) Business
Days from when it was provided to CenturyLink. Carrier shall
respond to requests from CenturyLink to make conections to
database record errors by uploading corrected records within
two (2) Business Days. Manual entry shall be allowed only in the
event that the system is not functioning properly or lf CenturyLink
has specifically agreed pursuant to separate written terms setting
forth such arrangements, including compensation at the rates found
in Table 1 .
Carrier assumes all responsibility for the accuracy of the data that
Carrier or their agent provides to CenturyLink.
Carrier shall adopt use of a Company lD on all Carrier 911 Records
in accordance with NENA standards. The Company lD is used to
identify the carrier of record in facility configurations.
Carrier shall be solely responsible for providing test records and
conducting call-through testing on all new exchanges.
a
b
c
d
f
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CMRS Consolidated Template - (v.01 .05.2018)78
61.4
61.3.5 Other
a. Carrier shall obtain its own pANls for each PSAP to which
CenturyLink provides or shall provide coverage, and shall supply
these pANls to CenturyLink for the Selective Routers servicing each
such PSAP. lf warranted by traffic volume growth, or if upon
request by a PSAP or other governmental or quasi-governmental
entity, Carrier shall promptly obtain the appropriate number of
additional pANls to be allocated to each PSAP as may be
appropriate under the circumstances.
b. Carrier is responsible for collecting from its retail End Users any
applicable 911 surcharges required by law to be assessed and remit
such surcharges to the appropriate entity or entities specified by
Applicable Law.
c. For all 91'1/E91 1 traffic originating from Carrier, it is the
responsibility of Carrier to negotiate the manner in which 911/E911
traffic from Canier will be processed with the appropriate state or
local PSAP agency and/or the primary 911 service provider that has
been designated by the PSAP.
Responsibilities of Both Parties
61.4.1 The Parties shall jointly coordinate the provisioning of transport capacity
sufficient to route originating 911 calls from Carrier to the designated
CenturyLink 91 1 Selective Route(s).
61.4.2 Where SS7 connectivity is available and required by the applicable
PSAP, the Parties agree to implement Common Channel Signaling
trunking rather than CAMA MF hunking.
61.4.3 CenturyLink and Carrier will cooperate to promptly test all trunks and
facilities between Carrier's switch and the CenturyLink SR(s) in
accordance with industry standards.
61.4.4 Carrier is responsible for the isolation, coordination and restoration of all
91 1 network maintenance problems on its network (including any facilities
not from CenturyLink). CenturyLink will be responsible for the isolation,
coordination and restoration of all 91 1 network mainlenance problems on
its network. Carrier is responsible for advising CenturyLink of the 2-6
code (TSC) and the fact that the trunk group is a 911 trunk group when
notifying CenturyLink of a failure or outage. The Parties agree to work
cooperatively and expeditiously to resolve any 9'l 1 outage. CenturyLink
will refer nehvork trouble to Carrier if no defect is found in Centurylink's
91 1 network. The Parties agree that 91 'l network problem resolution will
be managed expeditiously at all times.
lntentionally Left Blank
Methods and Practices
61.6.1 Each Party will comply with all of the following to the extent that they
apply to 911 Service: (i) all FCC and applicable state Commission rules
and regulations, (ii) any requirements imposed by any Governmental
Authority other than a Commission.
61.5
ot.o
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CMRS Consolidated Template - (v.01.05.2018)80
61.7 Ordering
6'1.7.1 Canier will identify geographic tenitory. Carrier will provide service in its
trunk forecast submitted to CenturyLink. Carrier will be informed of the
applicable SR(s) and configuration required by CenturyLink as part of the
pre-ordering process.
61.7 .2 Canier is responsible for contacting appropriate PSAP(s) or state
entity(ies) that have jurisdiction in the geographic area(s) in which Carrier
is implementing service, and to provide required information to such
PSAP(s) or government entities as required by such PSAP(s) or
government entities prior to initiating the pre-ordering process for 91 1
Service provided by CenturyLink.
61.8 Basis of Compensation
61.8.1 Compensation to CenturyLink for provision of 91 1 Service will be in
accordance with the charges set forth in Table '1.
61.8.2 Charges will begin on the date of connection to 911 Service.
61.8.3 ln satisfaction of Carrier orders or requests related to 911 Service,
CenturyLink may be required to make expenditures or otherwise incur
costs that are not otherwise listed in this Section. ln such evenl
CenturyLink is entitled to reimbursement from Carrier for all such costs
provided that CenturyLink first notifies Carrier of the costs and obtains
Carrier's concurrence to proceed with fulfilling the order or request.
61 .9 Liability
61 .9.1 91 1 Service is provided by CenturyLink subject to limitation of liability
under Applicable Law and the following subsections.
61.9.2 CenturyLink's entire liability to Carrier or any person for interruption or
failure of any aspect of 911 Service shall be limited by the terms set forth
in this Section, and in any sections of other Articles which apply to the
provision of services by CenturyLink. 9'11 Service is offered solely to
assist Carrier in providing g1'1 Service to its End Users in conjunction with
applicable fire, police, and other public safety agencies. By providing 911
Service to Carrier, CenturyLink does not create any relationship or
obligation, direct or indirect, to any third party other than Canier.
CenturyLink shall not be liable for any mrstakes, omissions, interruptions,
delays, errors or defects in transmission or seNice caused or contributed
to by acts or omissions of any person other than CenturyLink, or arising
from the use of Carrier provided facilities or equipment.
61.9.3 CenturyLink shall not be liable for damages, whether in contract, tort, or
otherwise, caused by an act or omission of CenturyLink in the good faith
release of information not in the public record, including nonpublished or
nonlisted subscriber information to PSAPS or other agencies responding
to calls using such information to provide a 911 Service.
61 .9.4 lt is the obligation of Carrier to properly route all 911 calls from Canier's
End Users. CenturyLink shall not have any responsibility for 911 calls
that carry foreign dial tone, whether they originate within or outside of
Canier's service area.
62. INTENTIONALLY LEFT BLANK
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CMRS Consolidated Template - (v.01.05.2018)81
ARTICLE VII. PRICING
63. GENERAL PRICING TERMS
63.1 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
conesponding rate in Table 1, CenturyLink will develop a rate consistent with the
relevant Section.
64. APPLIGABILITY OF OTHER RATES, TERMS AND CONDITIONS
64.1 lnterconnection. Every lnterconnection and service provided by CenturyLink,
whether direct or indirect, shall be subject to all rates, terms and conditions
contained in this Agreement, which are legitimately related to such
lnterconnection or service, including rates set forth in this Article, as in applicable
Tariffs, or as specified by the Interconnection terms.
65. APPLICATION OF NON-RECURRING CHARGES
65.1 Pre-ordering:
64.1.1 "Account Establishment" is a one-time charge applied the first time that
Carrier orders any service from a CenturyLink Affiliate that is a Party to
this Agreement.
64.1.2 "Customer Record Search" applies when Carrier requests a summary of
the services currently subscribed to by the End User Customer.
65.2 A Service Order Charge for all Number Portability LSRs will be applicable when
submitting a Local Service Request (LSR) for any reason other than for CSR
purposes; CSRs will be charged at the CSR rate. The Service Order Charge
covers the administrative order processing costs and is not associated with the
recovery of any technical or materials costs that may be recovered through other
charges. CenturyLink will bill the Service Order charge for an LSR regardless if
the LSR is later supplemented, clarified, or cancelled.
66. INTENTIONALLY LEFT BLANK
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ARTICLE VIII. MISCELLANEOUS
67. AUTHORIZATION AND AUTHORIW
67.1 Each person whose signature appears on lhis Agreement represents and
warrants that he or she has authority to bind the Party on whose behalf he or she
has executed thrs Agreement. Each Party represents it has had the opportunity
to consult with legal counsel of its choosing, and Carier 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.
67.2 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.
67.3 Carrier 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.
68. COUNTERPARTS
68.1 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.
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CMRS Consolidated Template - (v.01.05.2018)83
SIGNATURE PAGE
lN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and
accepted by its duly authorized representatives
CSC Wireless dba Altice Mobile
CenturyTel of the Gem State, lnc. d/b/a
CenturyLink;
CenturyTel of ldaho, lnc. d/b/a CenturyLink
By By
Name
Title:
Date:
Wayne Thompson Name: Kimberly J. Povirk
VP Telecom and lnternet Mgmt Title:Director Sales Support
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CMRS Consolidated Template - (v.01.05.2018)84
htnaruThoaarot
'.,ffi
rcbnJerlu t. Pauh*,
.tri,-
Date: c^^ "^
KEY CODES CenturyTol . ldaho
NRC CltrRS Elsments
Account Ertablishment Chargs MRC NRC
Account Establishment $0.00
Customer Se lce Record Soarch MRC NRC
CSR - i.4anual $11.67
CSR - Automated $0.00
Service O.der / lnstallation / Repair MRC NRC
Service Order Requests - Simple s9.23
Service Order Requesls - Complex $41.08
Service Order Requesls for DSR - Directory Listing Only $5.64
INTERCARRIER COMPENSATION
lnlerconneotloo Facilitios . T083 MRC NRC
Local lnterconnection Entrance Facility
DS'I $'l17.iA $381.10
0s3 tcB tcB
lnlerconnectlon Facilitios . T148 MRC NRG
Local lnterconnection Enlrance Facility
DSI i330.67 $38'r.r0
os3 rcB tcB
lntorconnection Facllltloa. Direct Trunk Transport MRC NRC
osl S103.ir4
Fixed $18.31
Per i.4ile
DS3 S103.i14
Fixed $354.90
Per Mile $2,564.22
lnterconnection Facilitlos - I'rultiploxing MRC NRC
DS1-DSo (per DSl) - (Shelf only, rate does not include cards)$s2.03 s103.44
DS3-DS1 (per DS3)$262.00 $103.,14
lntorconnoctlon Faciliti6s Olsconnect Charge MRC NRC
Local lnterconnection Entrance Facility, Direct Trunk Transport and/or Multipletng
(applied on a per order basis)
DS1- EF, DTT and/or Multiplexing Disconnect $26.04
DS$ EF, DTT and/or Multipletng Disconnect $26.04
Reciprccal Compensallon tdRC NRC
Localtraffic Termiflation - Per Minute of lJse Bill and Keep
Transit Compensation MRC NRC
Transit Sorvice Charge - per l\4inute of Use (excludes traffic terminatlng to a
CenturyLink affiliate operating as an lncumbent Local Exchange Canier)$0.005000
Third Party Originated Transit - Per Minute of Use $0.005000
lndirect Networ* Connsctlon MRC NRC
Common Transport - Per Minute of Use $0.000023
lnt6iMTA Traffic MRC NRC
M - L lnterMTA Trafiic Factor 5./.
L - i/, lnterlllTA Traffic Factor 'toYo
Percent lnterstate Usag€ L _ M Factor ("PlU")
-
IIIIIIIIIIIIIIIIIIIIIIIIII
IIIIII
IIIIII
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
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Table 1 - Rates
CenturyTel - ldaho Page 'l
30%
I I Jr!y?91!
tMRCr-[-r--I
l__t-------- -------
+
r-r---tt$iosirT-
tl
KEY CODES July 2018
MRC NRC CMRS Elemont3
'The prices in this table are for lnterconnection Services as described in this
Agreement. Carier may also take such oth6r services not covered by this
Agreement as lhe Parti€s may agree either pursuant to applicable state tariffs or
soparate agreement ('Non-lnterconnection Services'). The rates, terms and
conditions for such Non-lnterconnection Services shall be as designated in the
applicable tariff or separale agre€ment. Any incidental servicos (e.9. Oirectory
assistanc€, operator services) will be billed at the standard ral€s for those services
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Table 1 - Rates
CenturyTel - ldaho Page 2
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