20220720Application.pdf

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LUMEN'
July 20,2022
Via Email Submission
s e c reta rlt@tu a ida h o. g o v
Ms. Jan Noriyuki, Secretary
Idaho Public Utilities Commission
I1331 W. Chinden Blvd., Bldg. 8, Ste. 201-A
Boise,ID 83714
Re: case No.: (-es.:r- 3.2.-o L I CbS-t- 22-o e*
Application for Approval of Interconnection Agreement
Dear Ms. Noriyuki:
Enclosed for filing are an Application for Approval of Interconnection Agreement along
with the Commercial Mobile Radio Services (CMRS) agreement between CenturyTel of the
Gem State, Inc. dba CenturyLink; CenturyTel of Idaho, Inc. dba CenturyLink ("individually and
collectively, CenturyLink") and DISH Wireless L.L.C. forthe State of Idaho. CenturyLink
respectfully requests that this matter be placed on the Commission Decision Meeting Agenda for
expedited approval.
Please feel free to contact me with any questions regarding this submission. Thank you
for your assistance in this matter.
Sincerely,
9ry/"*i/fr
Josie Addington'y
Legal Assistant
Attachments
cc: Service List
1600 7r' Avenue, Floor 15
Seattle, Washington 98191
206-806-7339
Josie. [e-mail]
William E. Hendricks, III (WSBA#29786)
Lumen
902 Wasco Street
Hood River, OR 97031
541-387-9439
Tre. hendricks@lumen. com
ArplrclttoN oF CrxrunvTEl oFTHE GEM
St.ltn, Inc. nnl CpxrunvLINK AND
CpxrunvTEl oF loano, Ixc. ona
Cpxrunvl,rxr Fon Appnoval oF THE
IxrrncouxECTION ACRNBUPXT WITH DISH
Wmrlnss L.L.C. Fon Tup Sr.a,rn or IolHo
Punsuaxr ro47 U.S.C. $252(o)
BEFORE THE IDAHO PI'BLIC UTILITIES COMMISSION
cAsE NO.: gE-\J -r-lzu4 c&s'r- 2*o21
Appr,rclrtoN FoR AppRoval or
IxrnncoxxEcTroN Acnnrproxr
CenturyTel of the Gem State, Ind. Dba CenturyLink and CenturyTel of Idaho, Inc. dba
CTL ("individually and collectively, CenturyLink") hereby file this Application for Approval of
Interconnection Agreement by and between CenturyLink and DISH Wireless L.L.C. for the State
of Idaho ("Agreement"). The Agreement with DISH Wireless L.L.C. ("DISH") is submitted
herewith.
This Agreement was reached through voluntary negotiations without resort to mediation
or arbitation and is submitted for approval pursuant to Section 252(e) of the Communications
Act of 1934, as amended by the Telecommunications Act of 1996 (the "Act").
Section 252(e)(2) of the Act directs that a state Commission may reject an agreement
reached through voluntary negotiations only if the Commission finds that: the agreement (or
portion(s) thereof) discriminates against a telecommunications carrier not a party to this
agreement; or the implementation of such an agreement (or portion) is not consistent with the
public interest, convenience and necessity.
ApplrcerrcN ron AppRovel oF INTERCoNNECTIoN AGREEMENT- [DISH WmelESS L.L.C.]
Page I
CenturyLink respectfully submits that this Agreement provides no basis for either of
these findings, and therefore requests that the Commission approve this Agreement
expeditiously. This Agreement is consistent with the public interest as identified in the pro-
competitive policies of the State of Idaho, the Commission, the United States Congress, and the
Federal Communications Commission. Expeditious approval of this Agreement will enable
DISH to interconnect with CenturyLink facilities and to provide customers with increased
choices among local telecommunications services.
CenturyLink further requests that the Commission approve this Agreement without a
hearing. Because this Agreement was reached through voluntary negotiations, it does not raise
issues requiring a hearing and does not concem other parties not a party to the negotiations.
Expeditious approval would further the public interest.
Respectfully submitted this 20tr day of July,2022.
CENTTJRYLINK
William E. Hendricks, III
Attomey for CenturyLink
ArrLICATToN ron AppRovnr oF INTERCoNNECTToN AcREEMENT- IDISHWm.rlESs L.L.C.]
Page2
CERTIFICATE OF SERYICE
I hereby certiff that on this 206 day of July,2O22,I served or caused to be served the
foregoing APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT
upon all parties of record in this matter as follows:
JanNoriyuki, Secretary
Idatro Public Utilities Commission
JeffMcSchooler, EVP Wireless Network Ops.
DISH Wireless L.L.C.
Via Email:
secretary@ouc. idaho. eov
Via Email:
Jeff.mcschooler@dish. com
Josie
AppLrclrroN FoR AppRovALoF INTERCoNNECTIoNAcREEMTNT- [DISHWnnmss L.L.C.]
Page 3
sr7?N
CenturyLink*
Csmmerclal iloblle Radlo Servlces (CilRS)
By and Betwoen
GenturyTel of the Gem 9tate, lnc. d/b/a GenturyLlnk;
Gentu.ryTel of ldahq lnc. dlhla ConturyLlnk
and
DISH Utllreless L.L.G.
For the State of ldaho
Oc{ober 1 4, 202llnap+wdlltlegoti#d 92.U.2021 (C'DiOISH WirchssflD
CMRS Consolidated Template - (v.01.01.202Si) 1
TABLE OF CONTENTS
ART]CLE I. DEFINIT]ONS
1. GENERALRULES.2. DEFINITIONS........
ARTICLE II. GENERAL TERMS AND CONDITIONS
APPLICATION OF THESE GENERAL TERMS AND CONDITIONS
POSITION OF THE PARTIES.....
REGULATORYAPPROVALS
EFFECTIVE DATE, TERM AND TERMINATION
CARRIER CERTIFICATION
APPLICABLE LAW
CHANGES IN LAW
AMENDMENTS
ASSIGNMENT.
CONFIDENTIAL !NFORMATION
CONSENT
CONTACTS BETWEEN THE PARTIES .................
GENERAL DISPUTE RESOLUTION
ENTIREAGREEMENT
FORCE MAJEURE....
FR4UD...............
HEADINGS....
INTELLECTUAL PROPERry...........
I.AWENFORCEMENT
LIABILIry AND INDEMNIFICATION
SUBCONTRACTORS.
INSURANCE..
NON-EXCLUSIVE REMEDIES..............
RESERVATION OF RIGHTS
NOTICES
REFERENCES ......................
REI.ATIONSHIP OF THE PARTIES
SUCCESSORS AND ASSIGNS _ BINDlNG EFFECT........
SURVIVAL
TAXES/FEES
TERRITORY.
THI RD-PARTY BENEFICIARIES
USE OF SERVICE
WAIVER.....
WITHDRAWAL OF SERVICES
TECHNOLOGY UPGRADES...............
ARTICLE III. IMPLEMENTATION
39. IMPLEMENTATIONPLAN.40. SECURITY DEPOSIT41. START-UP DOCUMENTATION ..........42. LETTER OF AUTHORTZATTON (LOA).
ARTICLE IV. OPERATIONAL TERMS...
43, STANDARD PRACTICES44. ESCALAT]ONPROCEDURES..45. CONTACTWITH END USERS......46. CAPACITY PLANNING AND FORECASTS ......
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CMRS Consolidated Template - (v.01.01.2020-1) 2
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BONA FIDE REQUEST (BFR)
ORDERING AND PROVISIONING
BILLING AND PAYMENTS/DISPUTED AMOUNTS.................
AUDlrS............
CENTURYLINK OSS INFORMATION......
NETWORK MANAGEMENT
MAINTENANCEAND REPAIR
ARTICLE V. INTERCONNECTION, TRANSPORT AND TERMINATION OF TRAFFIC .....,,..57
il, SERVICES COVERED55. NETWORK INTERCONNECTION METHODS......56. SIGNALING AND INTERCONNECTION TRUNKING REQUIREMENTS57, !NTERCARRIER COMPENSATION....58. TRANSITTRAFF1C......................
ARTICLEVI. ADDITIONALSERVICES................
59. NUMBER PORTABILITY60. ACCESS TO POLES, DUCTS, CONDUITSAND RIGHTS.OF-WAY............61. BASIC 91 1 AND E911 SERVICE.62, DIRECTORYASSISTANCE........
ARTICLEVII. PRICING....
63. GENERAL PRICING TERMS
64. APPLICABILITYOF OTHER RATES, TERMSAND CONDITIONS65. APPLICATION OF NON-RECURRING CHARGES66. TNDtVtDUAL CASE BASIS PRICING (lCB)
ARTICLE VIII. MISCELLANEOUS.....
67. AUTHORIZATIONANDAUTHORITY68. COUNTERPARTS
SIGNATURE PAGE..
TABLE 1 RATES
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CMRS Consolidated Template - (v.01.01.2020-11 3
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This CMRS lnterconnection Agreement is entered into by and between CenturyTe! of the Gem
State, lnc. d/b/a CenturyLink; CenturyTel of ldaho, lnc. d/b/a CenturyLink (CenturyLink), and
DISH Wireless L.L.C., (Carrier) in their capacity as certified providers of Commercial Mobile Radio
Service ("CMRS"). CenturyLink and Canier are herein referred to collectively as the'Parties" and
each individually as a "Party" provided however, that even though this Agreement refers to the
Incumbent Local Exchange Carriers (lLECs) doing business as "CenturyLink" by a single name,
the terms and provisions of this Agreement shall apply separately and independently with respect
to each of such separate, legal, entities, not as a collective group, and the exercise, assertion,
application, waiver or enforcement of each and any of the terms, obligations, duties, liabilities,
rights, privileges or other interests embodied in this Agreement by or against any of such ILECs
shall pertain, in each instance, only with respect to a single, individual ILEC, and shall not be
deemed to apply in an aggregate fashion to any of the other !LECs who are signatory parties to
this Agreement, unless mutually agreed upon in a separate written instrument executed by each
affected entity. Such entities involved in provisioning the service pursuant to this Agreement shall
be jointly and severally liable with CenturyLink. This Agreement covers services in the State of
ldaho and only in areas which both Parties are certificated.
WHEREAS, the Parties wish to interconnect their networks pursuant to Section 252 of the
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 is licensed by the Federal Communications Commission ("FCC") as a
CommercialMobile Radio Service ("CMRS') Provider; and
WHEREAS, Services provided by CenturyLink to Carrier 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 network; 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 Pafties wish to set forth terms for the purchase of lnterconnection and exchange
of traffic for Canie/s provision of CMRS Services; and
NOW, THEREFORE, in consideration of the mutua! 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 Carrier hereby
covenant and agree as follows:
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CMRS Consolidated Template - (v.01.01.202C.1) 4
ARTICLE I. DEFINITIONS
1. GENERALRULES
1.1 Unless the context clearly indicates otherwise, the definitions set forth in this Article
of this Agreement shall apply to the entire Agreement and all attachments
incorporated by reference herein into this Agreement.
1.2 Additional definitions that are specific to the matters covered in a particular Article,
attachment or provision may appear in that Article, attachment or provision. To the
extent that there is any difference between a term which is defined in more than
one place within this Agreement, including any attachments, a definition set forth in
a specific Article, attachment or provision shall 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 othenrise defined in this
Agreement, including any attachments, but are defined in the Telecommunications
Act of 1996 (Ac$ 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 plura!, 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 \vill" are used interchangeably throughout the Agreement
and the use of either indicates a mandatory requirement. The use of one or the
other shall not confer a different degree of right or obligation for either Party.
2. DEFINITIONS
911 Service or 911: Basic 911 Service provides a caller access to the appropriate PSAP
by dialing a 3-digit universal telephone number (911). As used in this Agreement,
references to 911 Service shal! include E911 as defined herein, as appropriate.
911 Service Provider: A 911 Service Provider furnishes systems and support necessary
to enable 9-1-l calling for one or more PSAPs in a specific geographic area.
911 Trunk: A trunk capable of transmitting a 9-1-1 dialed cal! 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 Request (ASR): The Ordering and Billing Forum document designated
by CenturyLink to be used by the Parties to add, establish, change or disconnect services
or trunks for the purpose of providing Special Access Services, Switched Access Services,
and lnterconnection.
Access Services: lnterstate and intrastate Switched Access Services and SpecialAccess
Services, as appropriate.
Act or the Act: The Communications Act of 1934, as amended by the Telecommunications
Act of 1996, and as amended from time to time and codified at 47 U.S.C. SS151, et seq.
&.It: Access Customer Terminal Location as defined by iconectiv.
Affiliate: Shall have the meaning set forth in 47 U.S.C. 5153.
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CMRS Consolidated Template - (v.01.01.2020-1) 5
ALI Database: A database used in providing 911 Service which stores information
associated with End User customers'telephone numbers or Shell Records.
Applicable Law: Shall mean all effective laws, statutes, common law, governmental
regulations, ordinances, codes, rules, guidelines, orders, permits and approvals of any
governmental authority (including, without limitation, the Commission and the FCG) that
relate to the respective rights and obligations of each Party as of the Effective Date or as
subsequently revised.
Automated Messaoe Accountino (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-
110O-CORE, which defines the industry standard for message recording.
Automatic Location ldentification (ALl): A record that includes the subscriber's telephone
number (identified by AN!), street address, Emergency Service Number (ESN) and other
predetermined information associated with the E911 caller's telephone number, which can
be forwarded 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 911 call originates, used for selective routing and for display at a PSAP
to identify the telephone number of the caller. !t 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.
Bil! Date: The date when a CenturyLink service is billed and/or invoiced to a customer.
The Bill Date is generally the date one (1) Day past the billing cycle close date and will
appear on any such bill or invoice.
Bill Due Date: The date that payment for a billor invoice is due. The Bill Due Date shall
be the date thirty (30) Days from the Bi!! Date.
Bona Fide Request (BFR): The process Carrier must use (1) to submit a requestto obtain
lnterconnection to which CenturyLink is required to provide access under Applicable Law,
but which lnterconnection is new, undefined or not otherwise available under the terms of
this Agreement; (2) when facilities and equipment are not currently available; (3) when
Carrier requests that CenturyLink provide lnterconnection that is superior or inferior in
quality than those that CenturyLink provides to itself; and (4) to request certain other
services, features, capabilities or functionality defined and agreed upon by the Parties as
services to be ordered via the BFR process on an individua! case basis (lCB).
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).
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CMRS Consolidated Template - (v.01.01.202G.1) 6
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).
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 CentralOffice Switches. CentralOffice Switches may be employed
as combination End Office/Tandem Office Switches (combination Class S/Class 4).
CIC: An acronym for Carrier ldentification Code.
CLLI Godes: 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 carries addressed signaling messages for individualtrunk
circuits and/or database-related services between Signaling Points in the CCS network
using SS7 signaling protocol.
Common Transport: An interoffice transmission path between End Office Switches,
between End Office Switches and Tandem Switches and between 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.
Companv ldentifier or Companv 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 service
as set forth in 47 C.F.R. 520.3.
Customer Proprietarv Network lnformation (CPNI): Shall have the meaning set forth in
47 U.S.C. $222 and shall also include any additional information specified pursuant to
State law.
Customer Service Record (CSR): A record detailing the services to which an End User
subscribes from its Telecommunications provide(s).
Customer Service Record Search: A process requested by a Party that typically searches
for basic account information, listing/directory information, service and equipment listing,
and billing information for a customer. The requesting Party must have obtained proper
authorization from the End User prior to requesting a Customer Service Record Search.
A Customer Service Record Search will be obtained by means of a LSR where such
request is permitted by the provisions of this Agreement.
Database Manaqement Svstem (DBMS): A system of manual procedures and computer
programs used to create, store and update the data required to provide Selective Routing
and/or Automatic Location ldentification for 911 systems.
Dav: A calendar day unless otherwise specified.
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CMRS Consolidated Template - (v.01.01.2020-1) 7
@@!!: A Party's violation of any material term or condition of the Agreement, or refusa!
or failure in any material respect to properly perform its obligations under this Agreement,
including the failure to make any undisputed payment when due. A Party shall also be
deemed in Default upon such Party's insolvency or the initiation of bankruptcy or
receivership proceedings by or against the Party or the failure to obtain or maintain any
certification(s) or authorization(s) from the Commission which are necessary or
appropriate for a Party to exchange traffic or order any service, facility or arrangement
under this Agreement, or notice from the Par$ that it has ceased doing business in this
State or receipt of publicly available information that signifies the Pafi 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 digitalsignalspeed of 1.544 Mbps.
DE3: A service having an absolute digital signal speed of 44.736 Mbps.
Duct: A pipe, tube or conduit through which cables or wires are passed.
Dvnamic 911: The provision of E911 Service utilizing a call processing arrangement with
pseudo ANls for non call-path associated signaling and routing commonly associated with
the delivery of mobile, nomadic or out-of-region calls.
E911 Customer or PSAP Operator: A municipality or other state or !oca! 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, 911.
E911 or Enhanced 911 Service or E911 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.
Emeroencv 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.01.01.2020-1) I
Emeroencv Service 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
service.
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.
EnSLU.gg: Any third party customer that subscribes to 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 Carrier (!XC), Competitive Access Provider (CAP) or Competitive Local
Exchange Carrier (CLEC) or their customers 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, Carrier's End User must be subscribing to a CMRS service
provided by Carrier.
Exchanoe Access: The offering 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.
!ncumbent Local Exchanqe Carrier (ILEC): Shall have the meaning set forth in 47 U.S.C.
s251(h).
lndirect Network Connection: A method of lnterconnection for the exchange of Local
Traffic, lntraLATA LEC Toll Traffic and VoIP-PSTN Traffic between two
Telecommunications Carriers 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 Telecommunications
system or the management of a Telecommunications service.
Intellectua! 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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CMRS Consolidated Template - (v.01.01.2020-1) 9
lnterconnection: refers to the connection between networks for the purpose of
transmission and routing of CMRS traffic as contemplated in 47 C.F.R. $51.5 and 47
C.F.R. S20.11, 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 carrier that provides, directly or indirectly, lnterLATA or
lntraI-ATA Telephone To!! Service.
lnterLATA TollTraffic: Telecommunications traffic between a point located in a LATA and
a point located outside such LATA.
lnterMTA Traffic: For purposes of intercarrier 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 Loca!
Calling Area as defined in CenturyLink's local exchange Tariff on file with the Commission.
lntraMTA Traffic or Local Traffic: For purposes of intercarrier 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
intercarrier 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
(10X)oU1O1XXXX) basis; (2) Special Access, private line, Frame Relay, ATM, or any
other traffic that is not switched by the terminating Party; (3) Transit Traffic or (4) lnterMTA
Traffic.
lnteorated Services Dioital Network (ISDN) User Part (ISUP): A part of the SS7 protocol
that defines cal! setup messages and calltakedown messages.
Jointlv Provided Switched Access Service Traffic: Traffic where both CenturyLink's
network and Carrier's network are used to originate Switched Access Service traffic by an
End User to be delivered to an lnterexchange Carrier (lXC) for call completion, or where
both CenturyLink's network and Carrier's network are used to terminate Switched Access
Service traffic delivered by an lXC to an End User.
LocalAccess and Transport Area (LATA): Shall have the meaning set forth in 47 U.S.C.
s153.
LocalCallino Area (LCA): The CenturyLink localexchange area, or mandatory Extended
Area Service (EAS) exchanges, as required by the Commission or as defined in
CenturyLink's local exchange Tariffs.
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Local Exchanoe Carrier (LEC): Shall have the meaning set forth in 47 U.S.C. 5153.
Local Exchanqe Routinq Guide (LERG): The Telcordia Technologies reference
customarily used to identify NPA-NXX routing and homing information, as well as
equipment designation.
Loca! lnterconnection Trunk or Local lnterconnection Trunk Group: One-way or two-way
trunks 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 DSI or DS3 facility dedicated exclusively to
use as lnterconnection and ordered as lnterconnection Facilities that extends from
Carrier's Switch location or other Carrier Premises to the CenturyLink Serving Wire Center
for that Carrier Switch or Premises. A Local lnterconnection Entrance Facility may not
extend beyond the area served by the CenturyLink Serving Wire Center.
Loca! Service Request (LSR): The Ordering and Billing Forum document designated by
CenturyLink to be used by the Parties, limited in this Agreement for the purpose of Loca!
Number Portability requests. Sometimes referred to as a Service Order.
Maior Tradinq Area (MTA) is a geographic area established in Rand McNally 1992
CommercialAtlas 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 Address 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-
tone 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
callcenter.
Meet Point: A point, designated by the Parties, at which one Party's responsibility for
service begins and the other Party's responsibility ends.
MidSoan Fiber Meet: An Interconnection architecture whereby two caniers' 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 ol 47 U.S.C. SS251(cX2) and
251(cX3) 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.
Multiole Exchanoe Carrier Access Billinq (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.
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National Emeroencv Number Association (NENA): A not-for-profit corporation established
in 1982 to further the goal of "One Nation-One Numbe/' 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 911 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-digit line number. The plan also extends to format variations, prefixes, and special
code applications. NANP also sets rules for calls to be routed across these countries.
Numberino 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-digit
telephone numberwithin 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 alltelephone 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 Canier to another.
NXX. NXX Code. CentralOffice 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.
Orderino and Billino Forum (OBH: An industry committee functioning under the auspices
of the Alliance for Telecommunications lndustry Solutions (ATIS).
Operations Support Svstems (OSS): The pre-ordering, ordering, provisioning,
maintenance and repair, and billing functions supported by CenturyLink's databases and
information.
PAIU: 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 Carrier, 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 otherwise 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.
Partv or Parties: Shall mean CenturyLink, 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 Carrier and no other entities,
Affiliates, Subsidiaries or assigns.
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Point of lnterconnection (POl): A point on CenturyLink's network where the Parties
establish lnterconnection in accordance with this Agreement. The POI also establishes
the interface, the test point, and the operationa! responsibility hand-off between Carrier
and CenturyLink for the lnterconnection of their respective networks.
@!q,: A Party's Central Offices and Serving Wire Centerc; all Buildings or similar
structures owned, leased, or othenrise 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 E911 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 shallinclude Emergency Seruices Query Key (ESQK), Emergency Services Routing
Digit (ESRD) and Emergency Service Routing Key (ESRK), as appropriate.
Public Safetv Answerino Point (PSAP): An entity to whom authority has been !awfu!!y
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 91 1 calls are routed directly from the Selective Router
and Secondary PSAPs receive calls transferred 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.
Ratino 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.
Reciprocal Compensation: As defined under 47 C.F.R. S20.11(b).
Remote Switch or Remote: A switch that directly terminates traffic to and receives traffic
from End Users of localTelephone Exchange Services, but does not have the fullfeatures,
functions and capabilities of an End Office Switch. Such features, functions, and
capabilities are provided to a Remote Switch via an interswitch linkfrom a host End Office.
Routino 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.
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Selective Router (SR): The switching equipment used to route 911 calls to the proper
PSAP, or other designated destinations, based upon the caller's location information and
other factors.
Service Affectinq: A Service Affecting issue or dispute shall mean that such issue or
dispute, unless resolved, places a 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.
Servino 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 necessary to populate the DBMS to enable Dynamic 911
call delivery and display methods, used to determine call routing and the appropriate
provider responsible for providing the caller's ANI/AL! for display at the appropriate PSAP
upon the answer of the 911 call. For purposes of this Agreement, references to 9'11
records shall include Shell Records, as appropriate.
Siqnalino 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.
Sionalino Svstem 7 (SSil: The signaling protocol, Version 7, of the CCS network, based
upon American National Standards !nstitute (ANSI) standards that is used to provide basic
routing information, call set-up and other calltermination functions.
Sionalino 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.
&!q: The State specified in this Agreement.
Subsidiarv: A corporation or other legal entity that is majority owned by a Pafi.
Switched Access Services: The offering of transmission and/or switching services to
lnterexchange 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.
Tandem or Tandem Switch or Tandem 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 ca!!. Carrier Switch(es) shal! 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.
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f31ff: Any applicable Federal or State Tariff, price list or price schedule of a Party, as
amended from time-to-time, that provides for the terms, conditions and pricing of CMRS
Servlces. 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
servlce or arrangement that is not offered, or is no longer offered, under a Taffi, 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 operationa! concerns that prevent the fulfillment
of a request by a Telecommunications Carrier for such lnterconnec'tion or access.
Telcordia: Means Telcordia Technologies, Inc. which is a leading provider of softrare and
services for the Telecommunications industry, or any suc@ssor 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: Shal! have the meaning set forth in 47 U.S.G. $153. This
definition includes CMRS providers, lXCs and, to the extent they are ac'ting as
Telecommunications Carriers, companies that provide both Telecommunications and
lnformation Services. Private mobile radio service providers are Telecommunications
Carriers to the extent they provide domestic or internationalTelecommunications for a fee
directly to the public.
Telecommunications Servlce: Shall have the meaning set forth in 47 U.S.C. 5153.
Teleohone Exchanqe Service: Shall have the meaning set forth in 47 U.S.C. 5153.
Telephone Toll or Telephone Toll Service: Telephone Toll trafftc is telephone service
between stations in different exchange areas, and can be either lntraLATA TollTraffic or
lnterLATA Toll Traffic depending on whether the originating and terminating points are
within the same IATA.
Time and Material Charoes: Charges for non-standard or individual-case-basis work
requested by Carrier. "Time" charges are for the cost of labor which includes, but is not
limited to, work preparation and actualwork. This labortime 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 Carrier through CenturyLink's network for
delivery to another carrier's network or that is routed by another carrier 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.
!@!Sj!g: As used in this Agreement, Website shall mean:
www. Centu rvLin k. com/wholesale
Wire Center: The location of one or more local switching 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 CentralOffice 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 GeneralTerms & 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, regulatory, judicial or other public forum
addressing any matters, including matters related to the same types of
arrangements and/or matters related to CenturyLink's rates and cost recovery that
may be covered in this Agreement. Carrier 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. REGULATORYAPPROVALS
5.1 This Agreement, and any amendment or modification hereof, will be submitted to
the Commission for approva! 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
governmental authority or agency rejects any provision hereof, the Parties shall
negotiate promptly and in good faith such revisions as may reasonably be required
to achieve approval.
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 Notwithstanding the above, no order or request for services under this
Agreement shal! be processed nor shall any CenturyLink obligation take
effect before Carrier has established a customer account with CenturyLink
and has completed any implementation, planning, and forecasting
requirements as described in this Agreement.
6.2 Term. This Agreement shall continue for a period of three (3) years after execution
by both Parties (the lnitialTerm), 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 sha.ll continue in force and effect on a
month-to-month basis unless and untilterminated as provided in this Agreement.
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6.3
6.4
6.2.1 Notwithstanding the above, CenturyLink may terminate this Agreement
after twelve (12) 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, Canieds 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 !nitial 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. Upon termination of the term of this Agreement, this Agreement shall
continue in fu!! force and effect until superseded by a successor agreement in
accordance with this Section 6.4. However, nothing relieves Carrier from fulfilling
the obligations incurred under the prior Agreement.
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 arbitration, 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 sha!! 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 1 1:59 p.m. Central
Time on the stated date of termination, neither Party has requested negotiation of
a new lnterconnection agreement, then (a) this Agreement wil! 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 anangements 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
6.5
6.6
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6.7
to maketimely payment of undisputed charges shall be governed separately under
Section 49. Following CenturyLink's notice to Carrier of its Default, CenturyLink
shall not be required to process new Service Orders until the Default is timely
cured.
Termination Upon Sale. Notwithstanding anything to the contrary contained
herein, a Party may terminate its obligations under this Agreement as to a specific
operating area or portion thereof if such Pafi sells or otherwise transfers the area
or portion thereof to a non-Affiliate in compliance with the terms and conditions of
this Agreement. The selling or transferring Party shal! provide the other Party with
at least sixty (60) Days prior written notice of such termination, which shall be
effective on the date specified in the notice. Notwithstanding termination of this
Agreement as to a specific operating area, this Agreement shall remain in fullforce
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 othenrise 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 Pafi
under a 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, 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 pafi will bring a dispute to require
that an obligation incurred after execution must be fulfilled under the
terms of the prior Agreement as long as this Agreement ultimately
receives Commission Approva! and so long as such obligations are
fulfilled under the terms of this Agreement.
6.9.2 Except as otherwise agreed in writing by the Parties, if a service purchased
by a Party under a prior agreement between the Parties pursuant to $252
of the Act was subject to a contractual commitment that it would be
purchased for a period of longer than one (1) month, and such period had
not yet expired as of the Effective Date and the service had not been
terminated prior to the Effective Date, to the extent not inconsistent with
this Agreement, such commitment shall remain in effect and the service will
be subject to the prices, terms and conditions of this Agreement; provided,
that if this Agreement would materially alter the terms of the commitment,
either Party make elect to cancelthe commitment.
6.8
6.9
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6.9.3 lf either Party elects to cancel the service commitment pursuant to the
proviso in Section 6.9.2, the purchasing Party shall not be liable for any
termination charge that would otherwise have applied. However, if the
commitment was cancelled by the purchasing Party, the purchasing Par$
shall pay the difference between the price of the service that was actually
paid by the purchasing Party under the commitment and the price of the
service that would have applied if the commitment had been to purchase
the service only untilthe time that the commitment was cancelled.
7. CARRIER CERTIFICATION
7.1 Notwithstanding any other provision of this Agreement, CenturyLink sha!! 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 underthis Agreement until it has obtained
such authorization and provided proof of such to CenturyLink. At any time during
the life of this Agreement, Carrier wil! provide evidence of its status to CenturyLink
upon request. Carrier's failure to maintain such authorization(s) as may be required
by Applicable Lawfor 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 shal! promptly notify the other Party in writing of any
governmental action that limits, suspends, cancels, withdraws, or
otherwise materially affects the notifying Party's ability to perform its
obligations under this Agreement.
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 shal! 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 shal! apply in the interpretation of this Agreement.
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8.3 Choice of Law and Venue. This Agreement shall be governed by and construed in
accordance with the Act, applicable federal and (to the extent not inconsistent
therewith) State laws, and shall be subject to the exclusive jurisdiction of the State
or of the federal courts of Denver, Colorado. !n all cases, choice of law shal! be
determined without regard to a local State's conflicts of law provisions.
8.4 Severability. lf any provision of this Agreement is held to be invalid, void or
unenforceable for any reason, such invalidity will affect only that specific provision
of the Agreement. ln all other respects, this Agreement will stand as if such
provision had not been a part thereof, and the remainder of the Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated. lf the provision materially affects the rights or obligations of a Pafi
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 judicialorder, rule, regulation, arbitration award, or other legal
action purporting to apply the provisions of the Act to the Parties or in which the
court, FCC or the Commission makes a generic determination that is generally
applicable which revises, modifies or reverses the Applicable Rules (individually
and collectively, Amended Rules), either Party may, by providing written notice to
the other Party, require that the affected provisions of this Agreement be
renegotiated in good faith and this Agreement shall be amended accordingly within
sixty (60) Days of the date of the notice to reflect the pricing, terms and conditionsof each such Amended Rules relating to any of the provisions in this
Agreement. Where a Party provides notice to the other Party within thirty (30) Days
of the effective date of an order issuing a legally binding change, any resulting
amendment shall be deemed effective on the effective date of the legally binding
change or modification of the Existing Rules for rates, and to the extent practicable
for other terms and conditions, unless otherwise ordered. ln the event neither Party
provides 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 the provision of any such
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service, facility, alrangement, 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 shallapply. lmmediately upon
provision of such written notice to Carrier, Carrier will be prohibited from ordering,
and CenturyLink will not provide, new Discontinued Arrangements. lf Carrier
disputes CenturyLink's discontinuance of such service, facility, arrangement,
payment or benefit, the Dispute Resolution procedures of this Agreement shall
apply, and any consequent changes to the terms of this Agreement (including billing
terms) as a result of such change in Applicable Law shall be retroactive to the
discontinuation date set forth in CenturyLink's written notice to 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
governmenta! decision, order, determination or action, or any change in Applicable
Law subsequent to the Effective Date, CenturyLink is required by such change in
Applicable Law to provide a service not already provided to Carrier under the terms
of this Agreement, the Parties agree to add or modiff, 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 sha!! initiate
negotiations to add or modiff such terms upon the written request of a Party. lf the
Parties cannot agree to additional or modified terms to amend the Agreement, the
Parties shall submit the dispute to Dispute Resolution pursuant to the procedures
set forth in this Agreement.
9.4 Should the Parties be unable to reach agreement with respect to the applicability of
any Amended Rules or the resulting appropriate modifications to this Agreement,
either Party may invoke the Dispute Resolution provisions of this Agreement.
CenturyLink may charge rates to 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. AMENDMENTS
10.1 Any amendment, modification, deletion or supplement to this Agreement must be
in writing, dated and signed by an authorized representative of each Party and filed
with the Commission, except for notices of Discontinued Arrangements or changes
in rates approved by the Commission in a generic cost proceeding. The term
Agreement shallinclude 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. !n 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 Except as provided in Section 1 1 .1, any assignment of this Agreement or of the
obligations to be performed, in whole or in part, or of any other interest of a Party
hereunder, without the other Party's written consent, shall be void. Upon a request
by a Party for such consent, the other Party sha!! 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.
11.3 !f 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.
1 2. 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 Agreement, shall be deemed confidential and proprietary to the
Disclosing Party and subject to this Agreement, except as provided in Section 12.5
below or as specifically provided elsewhere in this Agreement. Such information
includes but is not limited to, orders for services, usage information in any form, and
CPNI as that term is defined by the Act and the rules and regulations of the FCC,
and where applicable, the rules and regulations of the Commission (Confidential
lnformation).
12.2 Each Party agrees to use Confidential lnformation only for the purpose of
performing under this Agreement, to hold it in confidence, to disclose it only to
employees or agents who have a need to know it in order to perform under this
Agreement, and to safeguard Confidential lnformation from unauthorized use or
disclosure using no less than the degree of care with which Recipient safeguards
its own Confidential lnformation.
12.3 Recipient may disclose Confidential lnformation if required by law, a court, or
governmental agency, if the Disclosing Pafi 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 Pafi 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 Pafi mischaracterize the contents of this
Agreement in any public statement or in any representation to a governmentalentity
or member thereof.
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12.5 Recipient shall have no obligation to safeguard Confidential !nformation 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
injunctive relief and specific performance. Such remedies shall not be exclusive,
but shall be in addition to all other remedies available at law or in equity.
12.8 Unless otherwise agreed, neither Party shall publish or use the other Party's logo,
trademark, service mark, name, language, pictures, symbols or words from which
the other Party's name may reasonably be inferred or implied in any product,
service, advertisement, promotion, or any other publicity matter, except that nothing
in this paragraph shall prohibit a Party from engaging in valid comparative
advertising. This Section shall confer no rights on a Party to the service marks,
trademarks and trade names owned or used in connection with services by the
other Party or its Affiliates, except as expressly permitted by the other Party.
12.9 Except as otherwise expressly provided in this Section, nothing herein shall be
construed as limiting the rights of either Party with respect to its customer
information under any Applicable Law, including without limitation $222 of the Act.
13. CONSENT
13.1 Except as othenrise expressly stated in this Agreement, where consent, approval,
mutual agreement or a similar action is required by any provision of this Agreement,
such action sha!! not be unreasonably withheld, conditioned or delayed
14. CONTACTS BETWEEN THE PARTIES
14.1 Each Pafi shal! 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
wi!! 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 callfor all ordering and status inquiries and other day-
to-day inquiries at any time during the Business Day. ln addition, the Website will
provide 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 Carrier
can escalate issues dealing with the implementation of the Agreement and/or for
assistance in resolving disputes arising under the Agreement.
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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
and shall be referred to as "Dispute Resolution".
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 Pafi 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 The Parties shall meet or confer as often as they reasonably deem
necessary in order to discuss the dispute and negotiate in good faith in an
effort to resolve such dispute. The specific format for such discussions will
be left to the discretion of the Parties, provided, however, that all
reasonable requests for relevant, non-privileged, information made by one
Party to the other Party shall be honored, and provided that the following
terms and conditions shallapply:
15.2.3 !f the Parties are unable to resolve the dispute in the normal course of
business within thirty (30) Days after delivery of notice of the Dispute (or
such longer period as may be specifically provided for in other provisions
of this Agreement), then upon the request of either Party, the dispute shall
be escalated to other representatives of each Party that have more
authority over the subject matter of the dlspute. 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.
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
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making, each Party shall pay half of the fees and expenses so incurred. A
Party seeking discovery shal! 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 resolution proceedings conducted by any court, commission
or agency of competent jurisdiction each Pafi shallcontinue to perform its
obligations under this Agreement provided, however, that neither Party
shall be required to act in any unlaMulfashion.
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.
{6. ENTIRE AGREEMENT
16.1 This Agreement, including all Parts and subordinate documents attached hereto or
referenced herein, all of which are hereby incorporated by reference herein,
constitutes the entire agreement of the Parties pertaining to the subject matter of
this Agreement and supersedes all prior and contemporaneous agreements,
negotiations, proposals, and representations, whether written or ora!, 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 shal! 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 shal! either Party be estopped or otherwise
precluded from asserting any such rights reserved hereunder at any time hereafter
in any forum, without any diminishment of such rights based upon the passage of
time or any course of conduct which is consistent with the Agreement.
16.3 To the extent this Agreement contains any provisions which are not governed by
47 U.S.C. $251 and which could otherwise be addressed in a separate stand-alone
agreement, such inclusion does not subject such provisions to the compulsory
arbitration or other provisions of 47 U.S.C. 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.
,I7. FORCE MAJEURE
17.1 Neither Party shall be liable for any delay or failure in performance of any part of
this Agreement from any cause beyond its control and without its fault or
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negligence including, without limitation, acts of nature, acts of civi! or military
authority, government regulations, embargoes, epidemics, terrorist acts, riots,
insurrections, fires, explosions, earthquakes, nuclear accidents, floods, labor
dispute, strikes, power blackouts, volcanic action, other major environmental
disturbances, or unusually severe weather conditions (collectively, a Force
Majeure Event). lnability to secure products or services of other Persons or
transportation facilities or acts or omissions of transportation carriers shall be
considered Force Majeure Events to the extent any delay or failure in performance
caused by these circumstances is beyond the Party's control and without that
Party's fault or negligence. The Party affected by a Force Majeure Event shall give
prompt notice to the other Party, and shall be excused from performance of its
obligations hereunder on a day to day basis to the extent those obligations are
prevented by the Force Majeure Event, and shall use reasonable efforts to remove
or mitigate the Force Majeure Event. ln the event of a Force Majeure Event the
Parties agree to provide service to each other at a levelequivalent to the levelthey
provide themselves.
17.2 lt is expressly agreed that insolvency or financia! 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
1 8.1 The Parties agree that they shal! cooperate with one another to investigate,
minimize and take corrective action in cases of fraud. To the extent that either Party is
liable to any tol! provider for fraud and to the extent that either Party could have reasonably
prevented such fraud, the Party who could have reasonably prevented such fraud must
indemnify the other for any fraud due to compromise of its network (e.9., clip-on, missing
information digits, missing toll restriction, etc.).
18.2 lf CenturyLink becomes aware of potentia! fraud with respect to Carrier's
accounts, CenturyLink wi!! promptly inform Canier and at the direction of Carrier, take
reasonable action to mitigate the fraud where such action is possible.
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 PROPERW
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, trademark, service
mark, trade name and trade dress rights) and other rights of third parties.
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20.2
20.3
20.4
20.5
20.6
Carrier acknowledges that services and facilities to be provided by CenturyLink
hereunder may use or incorporate products, services or information proprietary to
third par$ vendors and may be subject to or limited by lntellectual Property rights
(including, without limitation, patent, copyright, trade secret, trademark, service
mark, trade name and trade dress rights) and other rights of third parties.
Upon written request by 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 Carrier (Additiona! Rights and Licenses). Carrier 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 al! softnare license fees and/or maintenance fees, or any
increase thereof, incurred by CenturyLink or any CenturyLink Affiliate. CenturyLink
sha!! have the right to obtain reasonable assurances of such prompt
reimbursement by Carrier priorto 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
carrier(s) other than CenturyLink, CenturyLink's Affiliates and Carrier, CenturyLink
shall reasonably apportion among Carrier and such non-CenturyLink caniers, on
a prospective basis only, the costs incurred by CenturyLink and/or its Affiliates in
connection with the procurement and continuation of such Additional Rights and
Licenses; provided, however, that such apportionment shall not apply to any
previously incurred costs and shall apply only for the period of such provision to
such carrier(s).
Both Parties agree to promptly inform the other of any pending or threatened
lntellectual Proper$ Claims of third parties that may arise in the performance of
this Agreement.
For the purposes of this Agreement, any lntellectual Property originating from or
developed by such Party shal! remain in the exclusive ownership of that Party.
Notwithstanding the exclusive ownership of lntellectua! Property originated by a
Party, the Party that owns such lntellectual Property wil! not assess a separate fee
or charge to the other Pafi for the use of such lntellectual Propefi to the extent
used in the provision of a product or service, available to either Party under this
Agreement, that utilizes such lntellectual Property to function properly.
Except as expressly stated in this Agreement, this Agreement shal! 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 lntellectua! 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, Section 20.1 and/or Section 22.1.1.a.(iv),
neither Party shall have any obligation to defend, indemnify or hold harmless, or
acquire any license or right for the benefit of, or owe any other obligation or have
any liability to, the other Party or its Affiliates or customers based on or arising from
any third party claim alleging or asserting that the provision or use of any service,
facility, arrangement, or software by either Party, or the performance of any service
or method, either alone or in conjunction with the other Party, constitutes direct,
vicarious or contributory infringement or inducement to infringe, or misuse or
misappropriation of any patent, copyright, trademark, trade secret, or any other
proprietary or intellectual Property right of any Party or third person. Each Party,
however, shall offer to the other reasonable cooperation and assistance in the
defense of any such claim.
20.8 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.
20.9 Neither Party shallwithout the express written permission of the other Pafi, state
or imply that 1) it is connected, or in any way affiliated with the other or its Affiliates; 2) it is part
of a joint business association or any similar arrangement with the other or its Affiliates; 3) the
other Party and its Affiliates are in any way sponsoring, endorsing or certifying it and its goods
and services; or 4) with respect to its marketing, advertising or promotional activities or materials,
the goods and services are in any way associated with or originated from the other or any of its
Affiliates. Nothing in this paragraph shall prevent either Par$ from truthfully describing the
Network Elements it uses to provide service to its End User Customers, provided it does not
represent the Network Elements as originating from the other Party or its Affiliates in any
marketing, advertising or promotional activities or materials.
20J0 CenturyLink and Carrier each recognize that nothing contained in this Agreement
is intended as an assignment or grant to the other of any right, title or interest in or to the
trademarks or service marks of the other (the Marks) and that this Agreement does not confer
any right or license to grant sublicenses or permission to third parties to use the Marks of the
other and is not assignable. Neither Party will do anything inconsistent with the other's ownership
of their respective Marks, and all rights, if any, that may be acquired by use of the Marks shall
inure to the benefit of their respective Owners. The Parties shall comply with all Applicable Law
governing Marks worldwide and neither Party will infringe the Marks of the other.
21. 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.
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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, etc.
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 question is not a CenturyLink account,
CenturyLink shall send such information back to law enforcement, along with the
name of the company to which such account is connected, if available, for further
processing by law enforcement.
21.4 lf a Party receives a subpoena, civil investigative demand, or other legal process
(hereinafter, subpoena') issued by a court or governmental agency having
appropriate jurisdiction, and such subpoena expressly prohibits the Party receiving
the subpoena (receiving Party) from disclosing the receipt of the subpoena or the
delivery of a response to the subpoena, such receiving Party shall not be required
to notifo the other Party that it has received and/or responded to such subpoena,
even if the subpoena seeks or the receiving Party's response thereto discloses
Confidential lnformation of the other Party or its customers. Under such
circumstances, the receiving Party's disclosure to the other Party of its receipt of
or delivery of a response to such a subpoena shall be governed by the
requirements of the subpoena and/or the court, governmental agency or law
enforcement agency having appropriate jurisdiction.
21.5 Each Party represents and warrants that any equipment, facilities or services
provided to the other Party under this Agreement comply with the CALEA. Each
Party shall indemnify and hold the other Party harmless from any and all penalties
imposed upon the other Party for such noncompliance and shall 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 purposes 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;
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(iii) the lndemnifying Party's negligence or willful misconduct,
omissions, or gross negligence;
(iv) infringement by the lndemnifying Party or by any Indemnifying
Party product or service of any patent, copyright, trademark,
service mark, trade name, right of publicity or privacy, trade
secret, or any other proprietary right of any third pafi (for clarity
such indemnification obligation is notwithstanding Section 20);
(v) the lndemnifying Party's liability in relation to any wrongful
disclosure of private or personal matters or materia! which is
defamatory; or
(vi) the lndemnifying Party's wrongful use or unauthorized
disclosure of data;
(vii) the lndemnifying Party's liability in relation to libel or slander; or
(b) that arises out ot
(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 customer(s) or
End User(s) pertaining to the services or facilities provided
under this Agreement;
(iii) the bodily injury or death of any person, or the loss or
disappearance of or damage to the tangible property of any
person, relating to the 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;
and/or
(v) personal injury to or any unemployment compensation claim by
one or more of the lndemnifying Party's employees,
notwithstanding any protections the lndemnifuing 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 incurred to
interpret or enforce this Section.
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22.2
22.3
22.4
22.1.3 The lndemnified Party will provide the lndemniffing Party with reasonably
prompt written notice of any Claim and provide reasonable information
regarding such action. At the lndemnifying Party's expense, the
lndemnified Party will provide reasonable cooperation to the lndemnifoing
Party in connection with the defense or settlement of any Claim. The
lndemnified Party may, at its expense, employ separate counselto 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 !N THIS AGREEMENT OR REQUIRED BY STATUTE,
EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUPPLIERS
D]SCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, AS TO
THE QUALITY, FUNCTIONALITY OR CHARACTERISTICS OF THE SERVICES
AND PRODUCTS PROVIDED BY THE PARTIES, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR
FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THOSE
WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRED
BY STATUTE, THERE IS NO WARRANry OF TITLE, QUIET ENJOYMENT,
QU!ET 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, ]NCLUDING, BUT NOT LIMITED TO, ANY
SPECIFICATIONS, DESCRIPTIONS OR STATEMENTS PROVIDED OR MADE
SHALL BE BINDING UPON EITHER PARTY AS A WARRANTY.
Limitation of Liability; Disclaimer of Consequential Damages; Exceptions.
22.4.1 EXCEPT AS PROVIDED IN SECTION 22.4.2, NEITHER PARTY WILL BE
LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES SUFFEREDBY THE OTHER PARTY (TNCLUDING WTTHOUT LtMITATION
DAMAGES FOR HARM TO BUSINESS REPUTATION, LOST
REVENUES, LOST SAVINGS, OR LOST PROFITS SUFFERED BY THE
oTHER PARTY), REGARDLESS OF THE FORM OF ACTION,
WHETHER !N CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT,
INCLUDING WITHOUT LIMITATION, NEGLIGENCE OF ANY KIND
WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER
THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES
COULD RESULT.
22.4.2 The limitation of liability under Section 22.4.1 does not apply to the
following:
a. lndemnificationunderSection22.l(aXii)-(vi);
b. Breach of any obligation of confidentiality referenced in this
Agreement;
c. Violation of security procedures;
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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;
g. Liability for intentional or willful misconduct;
h. Liability arising under any applicable CenturyLink Tariff;
i. Each Party's obligations under Section 21 of this Agreement
("Law Enforcement');
j. lndemnity that arises under (or violation of a Party's obligations that
arise under) Section 22.5.2 and/or Section 22.5.4 of this
Agreement;
k. Section 32 of this Agreement; and/or
l. Liability arising under any indemnification provision contained in a
separate agreement or Tariff related to provisioning of Directory
Listing or Directory Assistance Services.
22.5 Miscellaneous Limitations. ln addition to the genera! limitation of liability in this
Section 22, the following shal! also Iimit a Party's liability under this Agreement.
22.5.1 lnapplicability of Tariff Liability. Any genera! liability, as described in a
Party's Iocal exchange or other Tariffs, does not extend to the other Party,
the other Party's End User(s), suppliers, agents, employees, or any other
third parties. Liability of one Party to the other Party resulting from any and
all causes arising out of services, facilities or any other items relating to this
Agreement shall be governed by the liability provisions contained in this
Agreement and no other liability whatsoever shal! 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, Loca! Number Portability database, Advanced lntelligent
Network databases, Calling Name database (CNAM), 911/E911
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.
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24.INSURANCE
24.1 Without limiting the liabilities or indemnification obligations of the Parties, each
Party will, at its own cost and expense, maintain during the term of this Agreement,
such insurance as required hereunder. The insurance coverage will be from a
company, or companies, with an A.M. Best's rating of A-Vll or better and
authorized to do business in each state where services are provided under this
Agreement. Each Party may obtain all insurance limits through any combination of
primary and excess or umbrella liability insurance. Each Party will require its
subcontractors to maintain proper insurance applicable to the type and scope of
work to be performed under this Agreement.
24J.1 Commercia! General Liability with limits of not less than $1,000,000 per
occurren@ and $2,000,000 aggregate for bodily injury, property
damage and persona! and advertising injury liability insurance to
include coverage for contractual and products/completed operations
liability;
24.1.2 Business Auto liability, including al! owned, non-owned and hired
automobiles, in an amount of not less than $1,000,000 combined single
limit per accident for bodily injury and property damage liability;
24.1.3 Workers Compensation with statutory limits applicable in each state
where the services are performed including Employer's Liabllity with
limits of not less than $1,000,000 per accident or disease; and
24.1.4 Umbrella or excess liability in an amount not less than $5,000,000 per
8:'#ffi?ffi ,3::Ji'J::il':'Ji,,"Jfi :1;l'"'F.T;;i.il",'fl:""0
24.2 Without limiting the liabilities or indemnification obligations of the Parties, each
Party will, at its own cost and expense, maintain during the term of this Agreement, such insurance
as required hereunder. The insurance coverage will be from a company, or companies, with an
A.M. Best's rating of A-Vll or better and authorized to do business in each state where services
are provided under this Agreement. Each Party may obtain all insurance limits through any
combination of primary and excess or umbrella liability insurance. Each Party will require its
subcontractors to maintain proper insurance applicable to the type and scope of work to be
performed under this Agreement.
24.2.1 Commercial General Liability with limits of not less than $1,000,000 per
occurrence and $2,000,000 aggregate for bodily injury, property
damage and personal and advertising injury liability insurance to
include coverage for contractual and products/completed operations
!iability;
24.2.2 Business Auto liability, including all owned, non-owned and hired
automobiles, in an amount of not less than $1,000,000 combined single
limit per accident for bodily injury and property damage Iiability;
24.2.3 Workers Compensation with statutory limits applicable in each state
where the services are performed including Employer's Liability with
limits of not less than $1,000,000 per accident or disease; and
24.2.4 Umbrella or excess liability in an amount not less than $5,000,000 per
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occurrence and aggregate in excess of the above-referenced
Commercial General, Business Auto and Employer's Liability.
24.3 Each Party will initially provide certificate(s) of insurance evidencing coverage
required herein, and thereafter will provide such certificates upon request. Such certificates shall;
(1) name the other Pafi as additional insured with respect to their General Commercial Liability
and Umbrella/Excess Liability policies on the policies described in subsections 24.2.1,24.2.2,
24.2.3 and 24.2.4 above; (2) indicate that the coverage is primary and not excess of, or
contributory with, any other valid and collectible insurance purchased by the other Party; and (3)
acknowledge severability of interesUcross liability coverage.
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. NOTICES
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. Notice will be
deemed given when received (or when receipt is refused).
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:
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27.2
GenturyLink:
Director Sales Support
700 W MineralAve - Room MN D18.30
Littleton, CO 80120
Phone: [phone]
Email: [e-mail]
With copy to CenturyLink at the address shown below:
CenturyLink Legal Department
Wholesale I nterconnection
700 W MineralAve - Room L14.08
Littleton, CO 80120
Phone: [phone]
Emai!: Leoal. I [e-mail]
DISH Wireless L.L.C.:
DISH Wireless L.L.C.
Attn: Director of Engineering-Wireless
lf by nationally recognized courier service:
5701 S. Santa Fe Drive
Littleton, Colorado 801 20
lf by first-class certified mail:
P.O. Box 6655
Englewood, Colorado 80155
With a copy to:
Office of the General Counsel
9601 S. Meridian Blvd
Englewood, CO 80112
lf by nationally-recognized courier service:
Same address as noted above for DISH courier delivery
!f by first-class certified mail:
Same address as noted above for DISH first- class certified mai! delivery
REFERENCES
AII 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 othenrise require.
28.
28.1
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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 between 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 shal! 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 Par$ 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 Socia! 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 Socia! Security, unemployment, workers'
compensation, disability insurance, and federal and state withholding.
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. SUGCESSORS 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 assig ns.
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 Pafi under any provision of this
Agreement which by its terms or nature is intended to continue beyond or to be
performed after the expiration, or termination of this Agreement, shall survive the
expiration or termination of this Agreement.
32. TAXES/FEES
32.1 Any federal, state, or local sales, use, excise, gross receipts, transaction or similar
taxes, fees or surcharges resulting from the performance of this Agreement shall be borne by the
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Party upon which the obligation for payment is imposed under Applicable Law, even if the
obligation to collect and remit such taxes is placed upon the other Party. Where the selling Party
is permitted by Applicable Law to collect such taxes, fees or surcharges, from the purchasing
Party, such taxes, fees or surcharges shall be borne by the Party purchasing the services. Each
Party is responsible for any tax on its corporate existence, status or income. All commercially
reasonable efforts will be made to apply the proper taxes, fees, or surcharges to the invoice at
the time of sale and, whenever possible, these amounts shall be billed as a separately state item
on the invoice. To the extent a sale is claimed to be for resale tax exemption, the purchasing
Party shall provide the selling Party a proper resale tax exemption certificate as authorized or
required by statute or regulation by the jurisdiction providing said resale tax exemption. Until such
time as a resale tax exemption certificate is provided, no exemptions will be applied. lf either
Party (the Contesting Party) contests the application of any tax collected by the other Party (the
Collecting Party), the Collecting Party shal! reasonably cooperate in good faith with the Contesting
Party's challenge, provided that the Contesting Party pays any costs incurred by the Collecting
Party. The Contesting Party is entitled to the benefit of any refund or recovery resulting from the
contest, provided that the Contesting Party is liable for and has paid the tax contested.
32.2
32.3
32.4
32.5
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 this
Agreement. ln addition, Carrier is responsible for submitting and/or filing tax
exempt status information to the appropriate State, municipality, local governing,
regulatory and/or legislative body. !t is expressly understood and agreed that
Carrier's representations to CenturyLink concerning the status of Carrier's claimed
tax exempt status, if any, and its impact on this Section 32 are subject to the
indemnification provisions of Section 22, which, for purposes of this Section, serve
to indemnify CenturyLink.
Tax. A tax is defined as a charge which is statutorily imposed by the federal, State
or localjurisdiction and is either (a) imposed on the seller with the seller having the
right or responsibility to pass the charge(s) on to the purchaser and the seller is
responsible for remitting the charge(s) to the federal, State or localjurisdiction or
(b) imposed on the purchaser with the seller having an obligation to collect the
charge(s) from the purchaser and remit the charge(s) to the federal, State or local
jurisdiction.
Taxes shall include but not be limited to: federalexcise tax, Stateflocalsales and
use tax, State/local utility user tax, State/local telecommunication excise tax,
State/local gross receipts tax, and local school taxes. Taxes shal! not include
income, income-like, gross receipts on the revenue of a Party, or property taxes.
Taxes shall not include payroll withholding taxes unless specifically required by
statute or ordinance.
Fees/Regulatory Surcharges. A fee/regulatory surcharge is defined as a charge
imposed by a regulatory authority, other agency, or resulting from a contractual
obligation, in which the seller is responsible or required to collect the fee/surcharge
from the purchaser and the seller is responsible for remitting the charge to the
regulatory authority, other agency or contracting party. Fees/regulatory
surcharges shal! include but not be limited to E9111911, other N11, ftanchise fees,
and Commission surcharges.
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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.PARW BENEFICIARIES
34.1 The provisions of this Agreement are for the benefit of the Parties and not for any
other Person. This Agreement will not provide any Person not a Party to this
Agreement with any remedy, claim, liability, reimbursement, claim of action, or
other right in excess of those existing by reference in this Agreement.
35. USE OF SERVICE
35.1 Each Party shal! 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 Default by the other Party shall not be deemed a
waiver of any other Default. A failure or delay of either Party to enforce any of the
provisions of this Agreement, or any right or remedy available under this
Agreement or at law or in equity, or to require performance of any of the provisions
of this Agreement, or to exercise any option which is provided under this
Agreement, shall in no way be construed to be a waiver of such provisions, rights,
remedies or options, and the same shall continue in fullforce and effect.
37. WTHDRAWAL 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 Carrier.
38. TECHNOLOGY UPGRADES
38.1 Notwithstanding any other provision of this Agreement, CenturyLink may deploy,
upgrade, migrate and maintain its network at its discretion. Nothing in this
Agreement shall limit CenturyLink's ability to modify its network through the
incorporation of new equipment or software or otherwise. Carrier shall be solely
responsible for the cost and activities associated with accommodating such
changes in its own network.
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ARTICLE II!. 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 othenrise 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 additiona!
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
40.1 CenturyLink reserves the right to secure the account at any time with a suitable
security deposit in the form and amounts set forth herein. lf payment of the security
deposit is not made within thirty (30) Days of the request, Carrier will be considered
in material breach of the Agreement and CenturyLink may stop processing orders
for service.
40.2 ln the event of a material change in Carrier's financia! 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 wil! 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
two (2) month period based upon recent or projected 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
CenturyLink, or some other form of mutually acceptable security such as a cash
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deposit. Required deposits are due and payable within thirty (30) Days after
demand.
40.4 CenturyLink may exercise its right to credit any cash deposit to Carrier'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 to 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 Carrier'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 Carrier. Upon a material change in financial
standing, Carrier 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 Carrie/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 to CenturyLink establishing that it is a licensed
CMRS provider prior to submitting orders or exchanging any traffic under this
Agreement.
42. LETTER OF AUTHORIZATTON (LOA)
42.1 To the extent the Par$ 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 CPN!.
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 al! customer authorizations to
change service providers or release of CPN! 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 !oca! service providers. Such
documentation shall be kept for the minimum period specified in 47 C.F.R.
$64.1120(aXlXiD
For any prospective Carrier End User, CenturyLink shall provide Carrier with
access to that subscriber's CPN! without requiring Carrier to produce an
individually signed LOA prior to changing service providers or releasing CPNI,
providing Customer Seruice 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 reciprocalfor any prospective CenturyLink End User.
The provisioning of CPNI from CenturyLink to Carrier shall be accomplished
th roug h the preordering Electronic I nterface.
ln the event a subscriber complains or other reasonable grounds exist, a Party
may request veriflcation of subscriber authorizations. Documentation that a Party
is required to maintain under4T 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 aftempt to resolve any dispute concerning the
validity of subscriber authorizations prior to filing a formal complaint with the
Commission provided however, procedures and timeframes specified in 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 entitled
to exercise alternative remedy under Section 42.7 unless the Commission
determines otherwise.
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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 !f Carrier 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 Pafi at all times shall be the primary contact and account contro! for all
interactions with its End Users, unless othenarise agreed to by the Parties. End
Users include active subscribers as well as those for whom Service Order
installations are pending.
45.3 Each Pafi shal! 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 Par$ shall accept al! 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 referrals to potential customers
who inquire about the other Party's services or products. The Parties shall not in
any way disparage or discriminate against the other Party or that other Party's
products and services, and shall not solicit each others' customers during such
inquiries, provided however, a Party can answer unsolicited customer questions
about products and services of that Party.
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. CAPACIW 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 prac{icable, the Parties agree to meet
and develop joint planning and forecasting responsibilities which are
applicable to !nterconnection services. CenturyLink may delay
processing Carrier Service Orders should Carrier not perform obligations
as specified in this Section.
46.1.2 Carrier (or Carrier's authorized representative for which Carrier has
provided a letter of authorization to CenturyLink) shall provide forecasts
for traffic utilization over trunk groups. Orders for trunks that exceed
forecasted quantities for forecasted locations will be accommodated as
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46.2
46.3
facilities and/or equipment are available. CenturyLink sha!! make all
reasonable efforts and cooperate in good faith to develop alternative
solutions to accommodate orders when facilities are not available.
Company forecast information must be provided by Carrier (or its duly
authorized representative under a letter of authorization) to CenturyLink
as needed. The initia! 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 projects that affect the other Party will be
provided in the semi-annual forecasts. Major network projects include
but are not limited to trunking or network rearrangements, shifts in
anticipated traffic patterns, or other activities by Carrier that are reflected
by a significant increase or decrease in trunking demand for the following
forecasting period.
46.2.4 Parties shal! meet to review and reconcile the forecasts 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 (1%) during the average
busy hour shall be maintained. Should the Parties not agree upon the
forecast, and the Parties engineer facilities at the higher forecast, the
Parties agree to abide by the following:
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 twenty percent (20%) over-forecast will be
based on the number of DS1 equivalents for the tota! traffic volume
exchanged between the Parties.
46.3.2 ln additiontothejointtrunkgroupforecasting established in Section 46.1,
discussions to provide relief to existing facilities can be initiated by either
Party. Actual system augmentations will be initiated upon mutual
agreement.
46.3.3 Both Parties will perform a joint validation to ensure current
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 !f, based on the forecasted equivalent DS-1 growth, the existing facilities
are not projected to exhaust within one year, the Parties will suspend
further relief planning on this lnterconnection until a date one ('l) year
prior to the projected exhaust date. lf growth patterns change during the
suspension period, either Party may re-initiate the joint 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. BONA F|DE REQUEST (BFR)
47.1 Through the BFR process, Carrier may request: (a) lnterconnection CenturyLink
is required to provide under Applicable Law, but such lnterconnection is new,
undefined or otherwise required to be provided but not available under the terms
of this Agreement; (b) access to facilities and equipment that are not currently
available or that are superior or inferior in quality than those that CenturyLink
provides to itself; and (c) certain other services, features, capabilities or
functionalities defined and agreed upon by the Parties as services to be ordered
via the BFR process.
47.2 Notwithstanding anything to the contrary in this Agreement, CenturyLink shallonly
be required to provide or continue to provide lnterconnection and/or other
arrangements and services that CenturyLink is otherwise obligated to provide
under Applicable Law pursuant to the provisions of this Agreement, including the
BFR process. While CenturyLink may permit Carrier to submit BFR requests for
lnterconnection, arrangements or services that CenturyLink is not obligated under
Applicable Law to provide, CenturyLink is not required to provide such
lnterconnection, arrangements or services, and CenturyLink may elect or decline
to provide same at its sole discretion.
47.3 Process
47.3.1 Carrier shall submit to CenturyLink a written BFR application (Request), in
a form to be provided by CenturyLink and as published on CenturyLink's
Website. The Request shall specifically identify relevant technical
requirements and descriptions, drawings, locations and/or any other such
specifications that are reasonably necessary to clearly define the Request
such that CenturyLink has sufficient information to analyze and prepare a
response.
47.3.2 lf fulfilling the request involves construction or engineering analysis,
CenturyLink will notify Carrier in writing of the requirement for construction
or engineering analysis and CenturyLink will not perform the analysis
unless Carrier, at its discretion, remits the non-refundable, non-recurring
(NRC) payment setforth in Table 1 to compensate CenturyLink for its costs
to perform the required analysis. CenturyLink shall have no obligation to
further evaluate the request, conduct any analysis or prepare a price quote
for the requested service untilthe non-refundable NRC payment has been
received.
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47.3.3
47.3.4
47.3.5
47.3.6
47.3.7
47.3.8
47.3.9
Carrier may cancel a Request in writing at any time prior to agreeing on
price and availability in the final quote. CenturyLink will then cease analysis
and/or development of the Request. However, Carrierwill pay CenturyLink
its reasonable and demonstrable costs of processing and/or implementing
the BFR up to and including the date on which CenturyLink receives
Carrier's notice of cancellation if such costs are not already covered in full
by a previously submitted non-refundable NRC payment.
CenturyLink shall acknowledge in writing the receipt of a Request and shall
identify a single point of contact to process the Request within ten (10)
Business Days of CenturyLink's receipt of a Request. lf any additional
information is needed for a complete and accurate Request then within
ffieen (15) days receipt of the initia! Request, CenturyLink will give notice
to Carrier of the need for such additiona! information. CenturyLink will treat
the date of receipt of any such additional information as the new Request
date under this subparagraph and the same timeframes shall thereafter
apply.
Except under extraordinary circumstances, within thirty (30) Days of its
receipt of a complete and accurate Request, CenturyLink will approve or
deny the Request (Preliminary Analysis). lf CenturyLink denies Canier's
Request, the Preliminary Analysis will provide the reason(s) for such denial.
Carrier may accept or reject CenturyLink's Preliminary Analysis, at its
discretion. Carrier will provide written acceptance of the Preliminary
Analysis to CenturyLink within thiAy (30) Days of lts receipt of the
Preliminary Analysis or Canie/s Request will be deemed to be cancelled.
Upon receiving Carrier's written acceptance and authorization of the
Preliminary Analysis, CenturyLink wil! proceed to develop a Fina! Quote.
The Final Quote shall contain a description of each access arrangement or
service to be provided, a tentative availability date, the applicable rates, the
installation intervals, and the terms and conditions under which access to
the requested Network Element, arrangement or service will be offered.
CenturyLink shall provide the Final Quote within ninety (90) Days of
receiving Canie/s wriften acceptance and authorization to the Preliminary
Analysis.
The availability date is dependent on when Canier accepts the Final Quote.
CenturyLink shall make reasonable efforts to provide an availability date
that is within ninety (90) Days from the date it receives Carrier's written
Final Acceptance as described below in Section 47.3.9. !f CenturyLink
cannot complete the BFR within ninety (90) Days of receiving Carrier's
Final Acceptance, CenturyLink and Carrier will then determine a mutually
agreeable availability date.
Within thirty (30) Days of receipt of the Final Quote, or additional time as
may be mutually agreed by the Parties, Carrier must either (a) confirm or
cancel its Request in writing (FinalAcceptance), or (b) submit any disputed
issues with the Final Quote for Dispute Resolution pursuant to Section 15.
Carrier's written acceptance must include payment of one-hundred percent
(100%) of the quoted costs.
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48. ORDERING AND PROVISIONING
48.1 Ordering and Provisioning
48.2
48.3
48.4
48.1.1 CenturyLink will provide necessary ordering and provisioning business
process support as we!! as those technical and systems interfaces as may
be required to enable Carrier to exchange traffic. lf CenturyLink deploys
any enhanced electronic capability CenturyLink will notify Carrier of
availability and Carrier shall use the processes for performing
transaction(s) to the extent practicable and the use of any other interface
or process will be discontinued.
48.1.2 The Parties agree that orders for services under this Agreement will not be
submitted or accepted until after the completion of all account
establishment activities, including but not limited to, the documents and
information subscribed in 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 Tablel of this
Agreement shallapply to all LSR orders.
LNP Service Order Process Requirements
48.2.1 Subject only to any system limitation noted in CenturyLink's Standard
Practices, Multiple Working Telephone Numbers WfN) may be included
in one order provided the numbers are for the same customer at a specific
location.
48.2.2 CenturyLink willfollow methods prescribed by the FCC and any applicable
State regulation for carrier change verification.
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.
Firm Order Confirmation (FOC)
48.4.1 CenturyLink shall provide to Canier, a Firm Order Confirmation (FOC)
for each Carrier order. The FOC shall contain the appropriate data
elements as defined by the OBF standards.
48.4.2 For a revised FOC, CenturyLink shall provide standard detailas defined
by the OBF standards.
48.4.3 CenturyLink shall provide to Carrier the date that service is scheduled
to be installed.
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48.5 Order Rejections
48.5.1 CenturyLink shall reject and return to Carrier any order that CenturyLink
cannot provision, due to technical reasons, missing information, or
jeopardy 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 existing 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 shal! 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 Seruice Order. lf
requested by Carrier, CenturyLink wil! provide Carrier an estimate of
additional labor hours and/or materials.
48.6.2 When an End User changes orwithdraws authorization, each Party shall
release customer-specific facilities and/or cancel orders in progress in
accordance with the End Usefs direction or the direction of the End
User's authorized agent.
48.7 Cancellations
48.7.1 CenturyLink may cance! orders for service that have had no activity
within thirty-one (31) consecutive Days afterthe originalservice 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 AMOUNTS
49.1 !n consideration of the services provided by CenturyLink under this Agreement,
Carrier 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., crediUdebiUATM 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 ls provided
at no charge. lf a second media option is chosen, then an applicable charge will
be assessed atthe rate reflected in CenturyLink's appropriate FCC Tariff. lf Carrier
requests additionalcopies 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.
49.3 Recurring Charges, other than Usage Gharges, 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 actua! Days in a
given month.
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49.4
49.5
49.6
49.7
49.8
49.9
49.'10
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 fina!
bills. Usage sensitive charges, such as charges for termination of Loca! Traffic,
shallbe billed in arrears.
Billing Specifications
49.5.1 The Parties will bill each other in a timely manner.
49.5.1 The Parties agree that billing requirements and outputs wil! 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 orfractions 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 ca!!s 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
bil! 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.
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.
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49.11
49.12
49.13
49.14
49.15
49.16
!f 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 equalto
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 untilthe date on which such payment is made. Such late payment
charges shallbe 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 setforth on the CenturyLinkWebsite. Disputed billing claims should
be submitted no later than the Bill Due Date.
49.12.1 !f 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 request for adjustment shall
not constitute or be deemed to represent a waiver of such Party's right
to submit a dispute or seek an adjustment of such Party's account with
respect to such paid amounts, and the paying Party shall not be
required to designate any such payment as "conditional" or 'under
protest' in order to submit a dispute or seek a subsequent adjustment
with respect to amounts which have previously been paid.
lf a 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 ful! no later
than the next Bill Due Date following resolution of the dispute.
lf the dispute is resolved in favor of the billed Party, the Billing Party will adjust the
Billing after the resolution of the dispute and will credit the Billed Pafi for the
granted disputed charges and any associated billed late payment charges.
lf the Parties cannot resolve the dispute within ninety (90) Days of the written
notice of dispute, either Party may give written notice to the other Party exercising
the right to escatate the dispute pursuant to the dispute Resolution Section of this
Agreement.
49.15.1 !f the Parties cannot resolve the dispute within ninety (90) Days of the
written notice of dispute, and the Billed Party does not provide written
notice of escalation of the dispute within such timeframe, the billed
Party waives its alleged entitlement to and/or right to withhold such
Disputed Amount and allwithheld amounts, including accumulated late
payment charges, becomes immediately due.
Notwithstanding Sections48.15 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 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, relevant materials submitted by Carrier. lf
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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 denia! of a
dispute, the billed Party waives its alleged entitlement to and/or right to withhold
such Disputed Amounts and all withheld amounts, including accumulated late
payment charges 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 shal! 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 denia!
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.
49.17 The Parties agree to expedite the investigation of any Disputed amounts, promptly
provide a!! 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 (1Oth) Day following the Bill Due Date
provided the billing Party notifies the other Party in writing, via email or
certified mail, at least five (5) Days prior to discontinuing the processing
of orders. lf the billing Party continues to accept additiona! 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-complyi ng Party without fu rther notice. For order
processing to resume, the billed Party will be required to make full
payment of all past and current undisputed charges under this
Agreement. Additionally, the billing Pafi 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
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
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49.19.3
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 sha!! pay the applicable charge
set forth in this Agreement or in the applicable Tariff for reconnecting
each service disconnected pursuant to this paragraph. !n case of such
disconnection, all applicable undisputed charges, including termination
charges, shall become due and payable. lf the billing Pafi does not
disconnect the billed Party's service(s) on the date specified in such
notice, and the billed Party's non-compliance continues, nothing
contained herein shall preclude the billing Party from disconnecting all
service(s) of the non-complying Party without further notice or from
billing and collecting the appropriate charges from the billed Party.
Additionally, the billing Party may require a deposit or assurance of
payment (or additiona! 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
post-termination amounts outstanding or for Disputed Amounts that
have been resolved in the billing Party's favor, the billed Party is liable
for reimbursement to the billing Party for any and all costs associated
with the collection of such a debt, including but not limited to collection
agency fees and legal fees.
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 otherwise specifically provided in this
Agreement, either Party, at its own expense, may audit the other Party's books,
records and other documents directly related to billing and invoicing once in any
twelve (12) month period for the purpose of evaluating the accuracy of the other
Party's billing and invoicing. Audit shall mean a comprehensive review of bills for
services performed under this Agreement; Examination shal! 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 Pafi may perform Examinations, as it
deems necessary, with the assistance of the other Pafi, 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 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
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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 shal! 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 twenty-four (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 othenrise,
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 (1) 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-transferable, non-exclusive right to use CenturyLink OSS
lnformation during the term of this Agreement, for Canier's intemal 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, Carrier shall acquire no
rights in or to any CenturyLink OSS lnformation. CenturyLink reserves all rights
not expressly granted herein.
51.2.1 Carrier sha!!treat CenturyLink OSS lnformation as Confidentia! !nformation
of CenturyLink pursuant to Section 12.
51.2.2 Garrier shall not have any right or license to grant sublicenses to other
persons, or grant permission to other persons (except Canier'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 51.2.3 below.
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51.3
51.4
51.5
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 Sections6,49 and 51.7.1 below), Carrier's
access to, and use ol CenturyLink OSS lnformation through GenturyLink 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 Carrier to
ascertain whether Carrier is complying with the requirements of Applicable
Law and this Agreement with regard to Carrier's access to, and use and
disclosure ol 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 Canier'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 Carrier 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 Carrier shall be destroyed or
returned by Carrier to CenturyLink, upon expiration, suspension or
termination of the right to use such CenturyLink OSS !nformation.
51.3.5 Al! practices and procedures for access to and use of CenturyLink OSS
including all access and user identification codes shal! remain the propefi
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. $222, and are
not intended to constitute a waiver by CenturyLink of any right with regard to
protection of the confidentiality of the information of CenturyLink or CenturyLink
End Users provided by Applicable Law.
Carrier understands that any OSS access to obtain CPN! that is made without prior
customer permission to access the information or for Carrier to become the
customer's service provider shall be a material breach of this Agreement.
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51.6 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.
51.7 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.
51.8 Cooperation
51.8.1 Carrier, 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:
51.8.2 Carrier (or Carrier's duly authorized representative under a letter of
authorization submitted to CenturyLink) shal! reasonably cooperate with
CenturyLink in submitting orders for CenturyLink CMRS Services and
otherwise using the CenturyLink OSS Services, in orderto avoid exceeding
the capacity or capabilities of such CenturyLink OSS Services.
51.8.3 Upon CenturyLink's request, Carrier (or Carrier's duly authorized
representative under a letter of authorization submitted to CenturyLink)
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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51.9 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 wil!
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 operation that will not
interfere with or impair the Parties' networks, 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 carriers.
52.4 lf Carrier causes any impairment or interference, CenturyLink shall promptly notifu
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. !f Carrier is unable to promptly remedy, then
CenturyLink may, at its option, temporarily discontinue the use of the affected
circuit, facility or equipment untilthe impairment is remedied.
52.5 Any violation of Applicable Law or regulation regarding the invasion of privacy of
any communications canied over CenturyLink's facilities, or that creates hazards
to the employees of CenturyLink or to the public, is also considered an impairment
of service.
52.6 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.
52.7 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 network changes or upgrades after providing Carrier
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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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 willfollow CenturyLink's standard procedures for isolating and
clearing the outage or trouble. Before submitting a repair request to CenturyLink,
Carrler 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 wel! as those technical and systems
interfaces at Parity. CenturyLink shall provide Carrier 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 Carrier 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. !f CenturyLink
initiates trouble handling procedures, it wi!! bear a!! costs associated with that
activity.
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ARTICLE V. INTERCONNECTION, TRANSPORT AND TERMINATION OF TRAFFIC
54. SERVICES COVERED
u.1 Section 54 addresses the exchange of traffic between Carrier's network and
CenturyLink's network. lntercarrier traffic exchange covered by this Agreement is
for Wireless lnterconnection for CMRS Carriers only in association with CMRS
two-way services. Other lnterconnections are covered by a separate agreement
or Tariff. Wireless two-way lnterconnection is intended for Wireless to Wireline or
Wireline to Wireless, but not Wireline to Wireline communications. The Wireless
lnterconnection provided shall not be used to terminate other types of traffic on
CenturyLink's network, such as Wireline originated traffic. Where either Party
interconnects and delivers traffic to the other from third parties, each Party shall
bill such third parties the appropriate charges pursuant to its respective Tariffs or
contractual offerings for such third par$ terminations. Unless othenrise agreed to
by the Parties, by an amendment to this Agreement, the Parties will directly
exchange traffic between their respective networks without the use of third party
transit providers.
54.1.1 ln the event Carrier routes any traffic to CenturyLink in violation of this
Agreement, CenturyLink shal! 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 forthe 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 (NlMs) 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 LocalTraffic, lnterMTA
Traffic, Transit Traffic and Jointly Provided Switched Access Service Traffic.
Physical Architecture
55.2.1 CenturyLink's network architecture in any given loca! exchange area and/or
LATA can vary markedly from another local exchange arealLATA. Using
one or more of the NlMs herein, the Parties will agree to a physica!
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 !nterconnection 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.
55.2
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55.3
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55.2.2 Each Party is solely responsible for the facilities that carry OS/DA, 911 or
Mass Calling for their respective End Users. Separate trunks must be
utilized for connecting Carrier's switch(es) to each of these services if
Carrier determines to route such calls under this Agreement.
55.2.3 Trunk requirements for forecasting and servicing shall be based on an
overall blocking objective of no more than 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 no more than 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 Carrier 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 permitted 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 PO! in the LATA to such
End Office Switches.
c. When a CenturyLink End Office Switch subtends a non-
CenturyLink Tandem, Carrier must establish a PO! 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 network 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, Carrier must
establish a PO! 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.
55.4
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55.3.2 POlThresholds
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 traffic 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. !n situations where
CenturyLink's network contains host and Remote End Offices, any
traffic from Remote End Offices wi!! be included in the MOU
determination of the traffic from the host End Office.
b. Notwithstanding 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 to establish additiona! 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 wil! 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 appropriate sizing, operation and maintenance of the
transport facility to a POl.
55.3.5 lf Carrier chooses to lease the facilfty 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.
When Carrier uses the Bona Fide Request (BFR) process to establish a
POl, Carrier shall bear all reasonable costs associated with transport on
both sides of the physical point where the two networks connect to reach
CenturyLink's End ffice/host office or Tandem Switch.
55.3.6 Carrier shall be required to establish a CLLI Code for the messageltrunk
ACTL, at the CenturyLink Tandem or End Office Switch where the POI is
located.
Network ! nterconnection Methods for Direct I nterconnection
55.4.1 Leased Facility
a. Where facilities exist, Carrier may lease facilities from CenturyLink
to establish lnterconnection through CenturyLink's provision of a
DS1 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
55.4.2
55.4.3
55.4.4
55.4.5
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 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.
Mid Span Fiber Meet.
a. The Parties may interconnect using a Mid Span Fiber Meet subject
to the trunking requirements and other terms and provisions of this
Agreement, including the following:
i. The Mid Span Fiber Meet, as proposed, must be at a
mutually agreeable, economically and Technically Feasible
point between CenturyLink's Serving Wire Center End
Office and Carrier's Premises, and wil! be within the area
served by the CenturyLink Serving Wire Center.
ii. The Mid Span Fiber Meet will be subject to reasonable
engineering, environmental, safety and security
requirements. Such requirements shall include, without
limitation, the technical ability to accommodate testing on
each side of the Mid Span Fiber Meet and to provide for a
point of demarcation between the networks of each Party
and the ability to controlthe environment.
iii. The construction of new facilities for a Mid Span Fiber Meet
is only applicable when traffic is roughly balanced.
iv. CenturyLink will provide up to fifty percent (50%) of the
facilities needed to connect the networks of the Parties.
v. Carrier shall establish a CLLI code for the facility ACTL at
the Mid Span Fiber Meet in addition to any message/switch
ACTL at the CenturyLink Serving Wire Center.
vi. The Mid Span Fiber Meet will be used exclusively as an
lnterconneclion Facility and cannot be used for other
purposes such as Access Services.
Third Pafi ILEC Meet Point using Leased Facilities. lf Carrier's location is
in a third party ILEC's tenitory 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.
!ntentionally Left Blank
The Parties may establish other Technically Feasible methods of
lnterconnection via the Bona Fide Request (BFR) process unless a
particular arrangement has been previously provided to a third par$, or is
offered by CenturyLink as a product. Such other methods may require this
Agreement to be amended.
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55.5
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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
9111E911. A Type2A 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 wil! provide Carrier !nterconnection for LocalTraffic,
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 Trafftc purposes will provide access
to other Telecommunications Carriers which are connected to that
same Tandem Switch.
c. Carrier is responsible for provisioning its lnterconnection Facilities to
interface into CenturyLink'sTandem atthe DS1 !eve!, including switch
port and any muxing necessary for such purposes. lf Carrier orders
Loca! 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
shal! 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 Office 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,
9111E911, or to carry 8W or 900 traffic. This lnterconnection type typically
requires that Carrier establish its own dedicated M(X. 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, lnterconnection
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
interface into CenturyLink's End Office 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 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 g11lE911tandem office that provides access
to the PSAP pursuant to Section 61.
55.6 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. lndirect Network Connection for lndirect
Traffic is intended only for de minimis traffic. Therefore, lndirect Network
Connection will be allowed only on routes between CenturyLink End
Offices and a Carrier switch in instances where, and only so long as, none
of the POI thresholds set forth in Section 55.3.2 have been reached.
55.6.2 lndirect Network Connection shall be accomplished by CenturyLink and
Carrier each being responsible for delivering LocalTraffic to and receiving
such traffic at the ILEC Tandem serving the CenturyLink End Office. Each
Pafi acknowledges that it is the originating Party's responsibility to enter
into transiting arrangements with the third party providing the transit
services. Each Party is responsible for the appropriate 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 Carrier's responsibility under the Direct
I nterconnection terms.
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 Carrier and CenturyLink. This Section
describes the required and optionaltrunk groups for Loca! 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 lCC Order to enable each Party
to issue bills in a complete and timely fashion. A!! 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 speciflc
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56.3
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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 wi!!
coordinate and exchange data as necessary to determine the cause of the
CPN/ChN failure and to assist its correction.
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 wil! 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 controlfor the purpose of
issuing Access Service Requests (ASRs) on two-way groups. Carrier wil!
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-directiona! 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 identifo all trunks to be converted from
directionalized to bi-directional arrangements.
56.3.4 Separate ancillary trunk groups may be established based on billing,
signaling, and network requirements, and may be purchased from the
applicable Tariff where Carrier requests such services.
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 otherwise agrees to use MF.
b. Separate trunk groups will be required by CenturyLink for certain
traffic types including, but not limited to:
911/E911 Trunks;
Mass Calling Trunks, if applicable; and
Directory Assistance.
l.
ii
iii.
56.4
56.5
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 selection (TNS) parameter, Carrier ldentification
Codes (ClC) CCS platform and C\C|OTZ information (non-SS7
environment) will be provided by Carrier wherever such information is
needed for call routing or billing. The Parties wil! 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 Loca! Traffic routed over Switched Access Service trunks will
be bitled to the IXC at the appropriate intrastate or interstate
terminating access rate. Neither Party shal! 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). Carrier
will have administrative control for the purpose of issuing ASR's on both
two-way and one-way trunk groups. Parties willjointly manage the capacity
of Local !nterconnection Trunk Groups.
56.5.2 Should Carrier 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.
56.5.3 Utilization shallbe 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
capacity 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
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56.6
56.7
56.8
56.9
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 wil! meet to resolve and
mutually agree to the disposition of the initiating ASR.
Carrier wil! 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 forthe installation of Loca! !nterconnection
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 hour for 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.
Network Management
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 network from congestion due to facility
failures, switch congestion, or failure or focused overload. Carrier and
CenturyLink will immediately notifo 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 normaltrunk
servicing. Expansive controls will only be used when mutually agreed to
by the Parties.
56.9.3 Temporary Mass Calling. Carrier 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 network.
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56.10 Technical lnterfaces
56.10.1 Carrier is responsible for provisioning its traffic to CenturyLink's switch
port at the DSI 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 wil! interconnect their networks using
SS7 signaling where Technically Feasible and available as defined in GR
905 Telcordia Standards including ISDN User Part (ISUP) for trunk
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 Carrier'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.
56.11 Responsibilities of the Parties
56.11.1 Carrier 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.
56.11.2 Carrier and CenturyLink wi!! review engineering requirements as
necessary and establish semi-annua! 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.
56.1 1.5 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.
56.1 1.6 Carrier and CenturyLink will review engineering requirements consistent
with the lmplementation Plan as described in and as otherwise set forth
in this Agreement.
56.11.7 Carrier and CenturyLink wil! 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.
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56.11.8 Carrier and CenturyLink wil! 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.
56.11.9 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 .1 0 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 arrangement 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.
56.11.13Carrier and CenturyLink wil! cooperatively plan and implement
coordinated repair procedures for the Local !nterconnection 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 Telecommunications
Service to other carriers 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 Pafi shal! provide the other Pafi notice of the violation at
the earliest practicable time.
56.13 Where Canie/s switch is equipped, Carrier will provide JIP (Jurisdiction
lnformation Parameter) with allterminating 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 Bill 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
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originated by Carrier and terminated indirectly to CenturyLink through a Third Party
ILEC Tandem, CenturyLink shall bill Carrier Common Transport for !ndirect Traffic.
57.2.3 Recording for LocalTraffic
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 bil! 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 Recordi ng for ! ndirect I ntercon nection
a. For any traffic exchanged between the Parties via Third Party ILEC
Tandems, each Party wil! 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 !nterconnection
Entrance Facilities, DTT and associated Multiplexing are
specified in Table 1.
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 shallbe 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
Interconnection 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 Loca!
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
Entrance Facility will be based on the factor determined by
CenturyLink using the following to assign the minutes for
which CenturyLink is responsible:
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57.2.6
57.2.7
. All LocalTraffic 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.
b. lnterconnection Using Access Services
1. lf Carrier chooses to provision lnterconnection over a facility
ordered as SpecialAccess 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 SpecialAccess 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.g. 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.
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 wi!! 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 wil! be charged at
Switched Access Tariff rates and the remainder of the facility will
be charged at SpecialAccess Service Tariff rates.
Multiplexing (DS1/DS3 MUX) is available at the rate specified in Table 1.
!f the lnterconnection Facility was ordered as Switched Access Service,
then the Tariffed rates apply instead of the MUX rates from Table 1.
Trunk Nonrecurring charges
a. lnstallation and Disconnect nonrecurring charges may be assessed
by the provider for each Local !nterconnection Trunk ordered at the
rates in Table 1.
b. Nonrecurring 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.
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57.3
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c. lf the lnterconnection Facility is ordered as Switched Access
Service, then the applicable Tariffed trunk nonrecurring charges
apply instead of the rates from Table 1.
57.2.8 For purposes of compensation between 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
Center 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 flrst 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 Carrierto CenturyLink. CenturyLink will bill Carrier for the resulting
lnterMTA M-L minutes at the terminating interstate switched access
rates.
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 initialthree 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
Carrier to route any traffic in a manner which is not permitted under
this Agreement.
58. TRANSIT TRAFFIC
58.1 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.
58.2 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.
58.3 To the extent network and contractual arrangements exist with all necessary
parties throughout the term of this Agreement, and where the Parties have a
Type 2A lnterconnection (i.e. Carrier is interconnected at CenturyLink's tandem)
CenturyLink will provide Transit Services for Carrier's connection of its End User
to a local End User of: (1) Carriers, (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 wi!! 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.
58.4 ln the event Transit Traffic originated by Carrier is blocked by a third party,
CenturyLink shallhave 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.
58.5 Payment Terms and Conditions
58.5.1 Carrier sha!! 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 lncumbent
Local Exchange Carrier.
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 wil! indemnify,
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58.6
58.7
58.8
defend and hold harmless CenturyLink against any and all charges levied
by such third-party terminating carrier 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 Canier 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
Channe! 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.
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 shal! not be obligated to, require
Carrier to establish a direct connection with the party to whom they are sending
traffic. CenturyLink also reserves the right to require Carrier to 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, Carrier shall
establish a direct lnterconnection with such third party.
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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ADDITIONAL SERVICES
59. NUMBER PORTABILITY
59.1 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 request and is
relinquishing the ported number.
59.1.2 Loca! Routing Number (LRN): A ten (1O)-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-term method of providing
Number Portability (NP) using the LRN method.
59.1.4 Recipient Party: 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 ODT): 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 autonomously from the work at the Donor Party's switch resulting
in less downtime to the End User.
59.2 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 number(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 the partnering carrier has facilities or
numbering resources in the same Rate Center, and do not mandate location
portability and the Parties will not submit orders for such non-mandated types of
portability.
59.3 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. 552.26.
59.3.2 Carrier must be NPAC certified and have met CenturyLink testing
parameters prior to activating LNP. Each Party wil! bear its own expenses
for testing.
59.3.3 The Parties willcooperate 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 shallcooperate 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.
59.4 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 Par$ port a
number, the Parties shallfollow 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
internaltelephone numbers used by CenturyLink or Carrier.
59.4.3 lnactive Numbers. CenturyLink will not port numbers not currenUy 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 sha!!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)
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59.5
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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 wi!! bill the Service
Order charge set forth in Table 1 for each LSR received. The Party wil! bill
the Service Order charge for a LSR, regardless of whether that LSR is later
supplemented, clarified or cancelled. The receiving Party will also bil! an
additional Service Order charge for supplements to any LSR submitted to
clarify, correct, change or cancela 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
rate in Table 1 and the LNP query charge found in Table 1 will apply.
59.4.10 lXC 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, localtransport, 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.
59.4.11 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 Unconditiona! 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.
b. Setting of ten digit triggers or an alternative must be used as shownin the FCC mandated NANC LNP Process Flows at
http://www. npac.com/lnpa-worki ng-g rou p/nanc-ln p-process-fl ows
(See Flows 9 and 10).
60. ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS.OF.WAY
60.1 Via Tariff or Separate Agreement. To the extent required by the Act, including the
requirement that a requesting Telecommunications Carrier be a provider of CMRS
Services as defined by 47 U.S.C. S153, CenturyLink and Carrier shall each afford
to the other access to the poles, ducts, conduits and rights-of-way (ROWs) that it
owns or controls on terms, conditions and prices comparable to those offered to
any other entity pursuant to each Party's Tariffs ancUor in a separate written
agreement and in accordance with Applicable Law and regulations. Accordingly,
if CenturyLink or Carrier desires access to the other Party's poles, ducts, conduits
or ROWs, the Party seeking access shall make such a request in writing, and the
Parties shall negotiate the terms and conditions for such access in accordance
with Applicable Law. Such terms and conditions shall be contained in separate,
stand-alone agreement.
60.2 Pole Attachment & Conduit Occupancy Agreements. Carrier agrees that pole
attachment and conduit occupancy agreements must be executed separately
before it makes any pole attachments to CenturyLink's facilities or uses
CenturyLink's conduit. Unauthorized pole attachments or unauthorized use of
conduit will constitute a materia! breach of this Agreement.
61. BASIC 911 AND E911 SERVICE
61.1 E911 Universal Emergency Number Service is offered by CenturyLink to Carrier
serving End Users in a geographic area where CenturyLink is the 911 Service
Provider.
61.2 CenturyLink's Responsibilities: When CenturyLink is designated by the PSAP as
the primary 911 Service Provider in a geographic area in which Carrier furnishes
localTelephone Exchange Service. CenturyLink sha!! have the obligations in this
Section.
61.2.1 Call Routing
a CenturyLink will switch 911 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 foruarded by Carrier,
CenturyLink will route the call to the "Default" ESN assigned to
Canier's 911 trunk group and will forward an identification code for
display at the designated "Default" PSAP associated with the
"Default" ESN. !f the ANI is forwarded by Canier 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 to interconnect Carrier to
CenturyLink's SR, at rates found in Table 1 or, if ordered as switched
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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 SpecialAccess
Service, then at rates found in the appropriate access tariff.
b Upon written request by Carrier, CenturyLink shal!, in a timely fashion
and at no charge, provide Carrierwith 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.
61.2.3 Database
a. Where CenturyLink manages the ALI database, CenturyLink shall
store Carrier's End User 911 records.
b. Where CenturyLink is the AL! 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 Carrier with access to WebDBMS, which is
a customer interface to the DBMS which restricts Carrier access to
Carrier End User records only, and is used for viewing 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 Canieis 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 Carrier.
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.
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61.3
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Carrier's Responsibilities. Where CenturyLink is the 911 Service Provider, Carrier
shall have the obligations in this Section.
61.3.1 CallRouting
a. Carrierwil! 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
outgoing DSO trunks dedicated for originating 911 calls to reach each
applicable PSAP served by such SR. Carrier 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
appropriate CenturyLink access tariff rates apply instead of the rates
found in Table 1. Carrier or its agent shall engineer its 911 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 governmenta!
authority.
b. Carrier acknowledges that End Users in a single Local Calling Area
may be served by different SRs, and that Canier or its agent shal! be
responsible for providing sufficient transport facilities and trunking to
route 91 1 calls from its End Users to each of the proper 911 SRs.
c. 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 911 traffic over a separate 911 trunk group for each
NPA (area code) served by affected PSAPS.
d. Where diverse routing to CenturyLink SRs is desired by Carrier or
required by the applicable PSAP or as othenrise necessary for the
proper routing of 911 calls to the appropriate PSAP, then Carrier is
responsible for ordering such transport facilities at Carrier'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 tariff.
e. 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.
f. Carrier or its agent shall monitor its 911 trunks for the purpose of
determining originating network traffic volumes. lf Carrie/s traffic
study indicates that additionaltrunks are needed to meet the current
level of 911 call volumes, Carrier shall order additional dedicated 91 1
facilities from CenturyLink at the rates set forth in Table 1 or require
its agent to order such facilities.
g. Carrier agrees that it will not pass live 911 traffic until successful
testing is completed by both Parties.
61.3.3 Selective Router Port Chargesfferminations 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
a. Once 911 Trunks have been established and tested between Carrier
and appropriate SRs, Carrier or its agent shall be responsible for
providing Carrier's End User records to CenturyLink for inclusion in
CenturyLink's AL! database.
b. Carrier shall assign a 911 database coordinator charged with the
responsibility of fonrvarding Carrier End User ALI record information
to CenturyLink.
c. Carrier 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. !f
CenturyLink detects an error in the Carrier 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 corrections to
database record errors by uploading corrected records within two (2)
Business Days. Manualentry shall be allowed only in the event that
the system is not functioning properly 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. Carrier assumes all responsibility for the accuracy of the data that
Carrier or their agent provides to CenturyLink.
e. Carrier shall adopt use of a Company !D on al! Carrier 911 Records
in accordance with NENA standards. The Company lD is used to
identify the carrier of record in facility configurations.
f. Carrier shal! be solely responsible for providing test records and
conducting call-through testing on all new exchanges.
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61.4
61.5
61.6
61.3.5 Other
a. Carrier shall obtain its own pANls for each PSAP to which
CenturyLink provides or shal! provide coverage, and shall supply
these pANls to CenturyLink for the Selective Routers seruicing 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 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 all911/E911 traffic originating from Carrier, it is the responsibility
of Carrier to negotiate the manner in which 911/E911 traffic from
Carrier 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 shalljointly coordinate the provisioning of transport capacity
sufficient to route originating 911 calls from Carrier to the designated
CenturyLink 91 1 Selective Router(s).
61.4.2 Where SS7 connectivity is available and required by the applicable PSAP,
the Parties agree to implement Common ChannelSignaling trunking rather
than CAMA MF trunking.
61.4.3 CenturyLink and Carrier will cooperate to promptly test al! 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
911 network maintenance problems on its network (including any facilities
not from CenturyLink). CenturyLink will be responsible for the isolation,
coordination and restoration of all 911 network maintenance problems on
its network. Canier 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 91 1 outage. CenturyLink will refer network
trouble to Carrier if no defect is found in CenturyLink's 911 network. The
Parties agree that 911 network problem resolution will be managed
expeditiously at a!! times.
lntentionally Left Blank
Methods and Practices
61.6.1 Each Pafi 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 GovernmentalAuthority
other than a Commission.
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61.7
61.8
61.9
Ordering
61.7.1 Carrier will identifo geographic territory. Carrier will provide service in its
trunk forecast submitted to CenturyLink. Canier will be informed of the
applicable SR(s) and configuration required by CenturyLink as part of the
pre-ordering process.
61.7.2 Carrier 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 govemment entities as required by such PSAP(s) or
government entities prior to initiating the pre-ordering process for 911
Service provided by CenturyLink.
Basis of Compensation
61.8.1 Compensation to CenturyLink for provision of 911 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 event
CenturyLink is entitled to reimbursement from Carrier for all such costs
provided that CenturyLink first notifies Carrier of the costs and obtains
Carrier's concurence to proceed with fulfilling the order or request. For all
such costs and expenses CenturyLink shal! receive through individualcase
basis (lCBs) non-recurring charges (NRCs) the ac'tual costs and expenses
incurred, including labor costs and expenses, overhead and fixed charges,
and may include a reasonable contribution to CenturyLink's common costs.
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. 91 1 Service is offered solely to assist
Carrier in providing 911 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 Carrier.
CenturyLink shall not be liable for any mistakes, omissions, interruptions,
delays, errors or defects in transmission or service 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 Iiable 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 91'1 Service.
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61.9.4 lt is the obligation of Carrier to properly route all 91 1 calls from Carrier's
End Users. CenturyLink shall not have any responsibility for 911 calls that
carry foreign dialtone, whether they originate within or outside of Carrier's
service area.
62. DIRECTORY ASSISTANCE
62.1 lf for any reason, Carrier desires that CenturyLink act as a middleman conduit for
the placement of Carrier's DA listings in the DA database(s), then CenturyLink
shall provide such compensable DA listings service pursuant to separate written
terms and conditions between CenturyLink and Carrier which will be attached to
this Agreement as an Amendment.
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ARTICLE VI. 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
corresponding rate in Table 1, CenturyLink will develop a rate consistent with the
relevant Section.
64. APPLICABILIW 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 seryice, including rates set forth in this Article, as in applicable Tariffs, or as
specified by the lnterconnection terms.
65. APPLICATION OF NON.RECURRING CHARGES
65.1 Pre-ordering:
65.1.1 "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.
65.1.2 "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 Loca! 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. tNDtVtDUAL CASE BASIS PRICING (lCB)
66.1 lndividual Case Basis (lCB) pricing will be provided by CenturyLink upon request
from Carier for customer specific rates or terms for network services and features
that are not otherwise provided for in this Agreement.
66.2 CenturyLink will process ICB Pricing requests upon receipt from Carrier. Price
quote intervals may vary depending upon the complexity of the request but within
thirty (30) Business Daysfrom the receipt of the request. CenturyLink shall provide
a price quote or a notification of the expected date for the quote.
66.3 The BFR process in Section 47 must be followed in connection with BFR requests
submitted by Carrier. lrrespective of whether Carrier has submitted a BRF request,
if CenturyLink provides services or facilities to Carrier that involves expenditures
or costs not otherwise covered under this Agreement, CenturyLink may deem the
use of such services or facilities by Carrier to constitute a BFR request and may
provide a quote to Carrier for the rate or amount to be charged to Carrier for the
provision of such services or facilities, which shall reflect the costs and
expenditures of CenturyLink, including any labor costs, overhead and fixed
charges, and which may include a reasonable contribution to CenturyLink's
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common costs. CenturyLink shall not have any obligation to provide or continue
providing any such services or facilities to Carrier until Carrier has conftnned its
agreement, in writing, to compensate CenturyLink for such seMces and facilities
at quoted rate or amounts.
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ARTICLE VII. MISCELLANEOUS
67. AUTHORIZATION AND AUTHORITY
67.1 Each person whose signature appears on this Agreement represents and warrants
that he or she has authority to bind the Party on whose behalf he or she has
executed this Agreement. Each Party represents it has had the opportunity to
consult with legal counsel of its choosing, and Carrier 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 legalentity 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. GOUNTERPARTS
68.1 This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original and allof which together shall constitute one and the same
instrument.
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SICI{ATIfrE PAEE
lN WTNESS WHEREOF, eacfi of ste Partbe has caugod this Agrccmcnt ts be exocuted end
ampted by lta duly authorized representrrhrcs
D13H Whdces L.LC,
CenturyTcl of thG O.m Strtt,lnc. dlble
CcnilrylJnk;
CenfuryTol of ldeho, lnc. dlUr CcnturyLlnk
'4#race.iaLr-&iliftschmts (oct 16 2o2r o&34 uor)
KMrlvI Povir*
Kimberly J. Pwlrt (ocr r8, 2021 06$2 cDT)By
Nrnc:
Tile:
Deb:
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EVP, Wroloss Nctuork Operationt
Oct 16,2021
KimbGrly J. Povirk
Bf
Ngrp:
Tl0o:
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Sr. Dlr. Buc. Ope Whoheale SEles
Oct 18,2021
Ociober 14, 2021lnap*yud/tlqoti#d 02.04.2021(GTIDISH Wrobcs/lD
CMRS Goneo$dabdTcmplab-(v.01.01.202G1) 88
Table 1 - Rates
KEY CODES Februarv 2021
MRC CilRS ElementsNRC
Account Establishment $0.00
CSR - Manual $11.67
CSR - Automated 30.00
$9.23
3'01.08
$5.64
Local
DS{$1'17.4E $381.10
DS3 tcB tcB
DSt $330.67 $38{.r0
DS3 lcB lcB
DSI $103.44
Fixed $18.31
Per Mile ti05.62
DS3 $103.'{4
3354.90Fixed
s2.564.22Per Mile
- (Shelf only, rate does not include cards)$92.03 3103.'04DS1-DSO (per DSl
t262.00 S103.'14DS3-DS1 (per DSi
Local lnterconnection Entrance Facility, Direct Trunk Transport and/or Multiplexing
(applied on a per order basis)
$26.04
DTT $26.04
Local traffic Termination - Per Minute of Use Blll and Keep
$0.003500Transit Service Charge - per Minute of Use (excludes trafiic terminating to a
CenturyLink affiliate operating as an lncumbent Local Exchange Canier)
$0.003500
.rir ::.1 I :::==t:,:ii
- Per Use $0.000023
' a ;' r .-::=+_ . ::=,1 ' -i r
5o/oM - L lnterMTA Traffic Factor
L - M lnterMTA Traffic Factor 10%
3Oo/oPercent lnterstate Usage L _ M Factor ("PlU")
31.585.07Processinq Fee
ffi&F.@..ff,*&gs;g%ffi{
ffi
EmUUiffi-:P,ffinmrulri
ffiffi
CenturyTel- ldaho Page 1
Table 1 - Rates
KEY CODES Februarv 2021
tRc NRC CIf,RS Elementc
'The prices in this table are for lnterconnection Services as described in this
Agreement. Canier may also take such other services not covered by this
Agreement as the Parties may agree either pursuant to applicable state tariffs or
separate agreement ("Nomlnterconnection Services"). The rates, terms and
conditions for such Non-lnterconnection Services shall be as designated in the
applicable tariff or separate agreement. Any incidental services (e.9. Directory
assistance, operator services) will be billed at the standard rates for those seMces.
CenturyTel- ldaho Page2