20040325Application.pdf

;ECEIVED
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:~DBEFORE THE
IDAHO PUBLIC UTILITIES COMMISSIci~ 1;'::
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JTILI i icS CGf'11'fiS'SIOH
APPLICATION OF CHARTER FIBERLINK
ID - CCVII, LLC. FOR A CERTIFICATE OF
PUBLIC CONVENIENCE AND NECESSITY
TO PROVIDE F ACILITIES- BASED AND
RESOLD LOCAL EXCHANGE SERVICES
WITHIN THE STATE OF IDAHO
CASE NO. r- I (J 'tJ
APPLICATION OF CHARTER FIBERLINK ID - CCVII, LLC
COMES NOW Charter Fiberlink ID - CCVII, LLC (the "Applicant"), a Delaware limited
liability company, and hereby applies to the Idaho Public Utilities Commission (the "Commission
for a Certificate of Public Convenience and Necessity authorizing Applicant to provide facilities-
based and resold local exchange telecommunications and data communications services within the
State ofIdaho. In compliance with the Commission s Rules and Regulations, the Applicant provides
the following information.
I. DESCRIPTION OF THE APPLICANT
Applicant's Name and Address. Applicant's correct name and address are:
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Tel: [phone]
Fax: [phone]
Applicant's Form of Business. Applicant, a limited liability company, was organized under
the laws ofthe State of Delaware on February 6 2004. Applicant is duly authorized to engage in all
lawful enterprises. Applicant's Certificate of Authority to transact business in Idaho is attached
hereto at Exhibit ". Applicant's articles of organization and operating agreement are attached
hereto at Exhibit ". A list of Applicant's officers and directors is attached hereto at Exhibit "
Applicant's Attorneys' Names and Addresses. The correct names, addresses and
telephone numbers of Applicant's attorneys are:
Charles A. Hudak
Brad S. Macdonald
Friend, Hudak & Harris, LLP
Three Ravinia Drive, Suite 1450
Atlanta, Georgia 30346-2131
Tel: [phone]
Fax: [phone]
Mr. Hudak or Mr. Macdonald should be contacted in connection with questions regarding this
Application, as well as any tariff-related matters.
Authorized Representative Upon grant of certification, the Commission should direct all
correspondence, inquiries, data requests, consumer inquiries or customer complaints to:
Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Tel: [phone]
Fax: [phone]
E-mail: ccox 1 ~chartercom.com
with a copy to:
Charles A. Hudak
Brad S. Macdonald
Friend, Hudak & Harris, LLP
Three Ravinia Drive, Suite 1450
Atlanta, Georgia 30346-2131
Tel: [phone]
Fax: [phone]
Idaho Offices Applicant does not maintain, and does not intend to maintain, an office in the
State ofIdaho. Applicant's registered agent and address for service of process in the State ofIdaho
IS:
Charter Fiberlink ill - CCVII, LLC
c/o Corporation Service Company
1401 Shoreline Drive, Suite 2
Boise, Idaho 83702
Description of Applicant's Owners As a limited liability company, Applicant has
members instead of shareholders. CCVII Fiberlink, LLC owns one hundred percent (100%) of
Applicant's membership interests. The address ofCCVII Fiberlink, LLC's principal business office
is 12405 Powerscourt Drive, St. Louis, Missouri 63131-3674. Charter Communications, Inc., in
turn, indirectly owns one hundred percent (100%) ofCCVII Fiberlink, LLC. The address of Charter
Communications, Inc.s principal business office is 12405 Powerscourt Drive, St. Louis, Missouri
63131-3674. No corporation, association or similar organization owns any other interest in
Applicant. In addition, Applicant has not entered into any management agreement with any other
entity.
Description of Applicant's Subsidiaries At this time, Applicant has no subsidiaries.
II. DESCRIPTION OF APPLICANT'S PROPOSED SERVICES
Description of Proposed Facilities Applicant intends to obtain or to otherwise deploy
switching equipment, associated electronics, routers and computer equipment in the State ofldaho in
order to support a full array of facilities-based and resold local exchange telecommunications and
data communications service offerings. In addition, Applicant may lease transmission lines and
unbundled network elements obtained ftom telecommunications and other providers operating in
Idaho. Currently, Applicant does not own, operate or control, directly or indirectly, transmission
facilities that are capable of providing any local exchange telecommunications or data
communications services in Idaho.
Description of Proposed Services
Applicant's Initial Services. Initially, Applicant intends to offer only private line
data services in Idaho. Such private line services will provide a dedicated connection between
customer-designated locations on a point-to-point basis. Specifically, a customer may order the
Applicant's private line data services between an Applicant point of presence ("POP") and another
point on Applicant's network, between an Applicant POP and a point located at the customer
premises, or between two (2) customer locations. Applicant intends to offer its private line data
services to business or commercial customers at various transmission speeds, including DS 1 , DS3
OC3 , OC12 and OC48. Applicant's initial private line facilities will not be interconnected with the
public switched telephone network.
Other Local Exchan2e Services. In the future, Applicant intends to provide a wide
variety oftraditionallocal voice and data services to business and residential customers in the State
of Idaho.The facilities over which those services will be provided by Applicant will be
interconnected with the public switched telephone network, and Applicant's services may include
single and multi-line services; complex services such as CENTREX, high-capacity private line voice
services and ISDN; access services; and optional CLASS service features such as call waiting, call
forwarding, three-way calling, speed dialing, call return, unpublished number and caller
identification.
Billin2 and Customer Service Information.Applicant intends to bill its customers
directly for local exchange and intrastate, interexchange telecommunications services. The charges
based upon the rates which will be set forth in Applicant's tariffs, Applicant's name, and its toll ftee
telephone number for customer assistance will appear on all invoices. In addition, customers may
contact Applicant's customer service representatives regarding a broad range of service matters
including: (i) the types of services offered by Applicant and the rates associated with such services;
and (ii) problems or concerns pertaining to the customer s current service. Applicant's customer
service representatives will be able to assist customers twenty-four (24) hours per day, seven (7) days
per week at [phone].
10.Service Territory. Applicant proposes to serve the entire State ofIdaho to the fullest extent
permitted by the laws ofthe State ofIdaho and the orders, rules and regulations ofthe Commission.
Applicant's proposed services and facilities may compete with certificated incumbent and
competitive telecommunications providers operating in the State of Idaho. The identity of such
telecommunications providers includes Qwest, AT&T, MCI and numerous competitive local
exchange carriers.
11.Commencement of Service. Inasmuch as Applicant's initial proposed service offerings do
not involve the provision of services over network facilities that are interconnected with the public
switched telephone network, Applicant intends to begin offering service as soon as practicable upon
receiving Commission approval of its Application. In the future, Applicant intends to begin offering
switched or interconnected local exchange telecommunications and data communications services
upon executing, and receiving Commission approval of, any needed interconnection agreements with
incumbent local exchange carriers ("ILECs
12.Tariff.Applicant proposes to offer facilities-based and resold local exchange services within
the State of Idaho as further described in its proposed tariff, attached hereto at Exhibit "
Modifications to this tariff, once approved, shall be made on such notice as is required by the
Commission s rules.
13.Interconnection A2reements Applicant has not yet begun interconnection negotiations
with any incumbent local exchange carriers in Idaho.Upon the execution of any such
interconnection agreement, Applicant will submit such agreement to the Commission for approval
pursuant to Section 252 of the Telecommunications Act of 1996.
IV. APPLICANT'S TECHNICAL, FINANCIAL
AND MANAGERIAL QUALIFICATIONS
14.Technical and Mana2erial Expertise Applicant has sufficient technical and managerial
ability to provide the services for which authority is requested in this Application. Biographical
descriptions of certain members of Applicant's management team are attached hereto at Exhibit "
Affiliates of Applicant currently provide a full range oflocal exchange telecommunications and data
communications services in the states of Wisconsin and Missouri. Applicant will utilize the same
dedicated telephony staffthat is used by those affiliates to manage its telephone operations in Idaho.
This staff is competent in all areas of telephone company management, including finance
operations, regulation, engineering, networking and sales. The core telephony staff of Applicant and
its affiliates has over 100 years of industry experience in developing, managing, and operating all
types of telephone entities and services.
Applicant intends only to operate in the State ofldaho. However, affiliates of Applicant have
filed, or are in the process of filing, applications for authority to provide the telecommunications and
data communications services described herein throughout the United States. Neither Applicant nor
any of its affiliates have been denied authority to provide intrastate telecommunications services in
any state, and have not been subject to any regulatory penalties for violating state or federal
telecommunications statutes, rules or regulations (e.slamming).
15.Financial Capability Applicant has adequate access to the necessary capital to provide the
services for which authority is requested in this Application. Although Applicant is a newly created
telecommunications carrier, Applicant is ultimately owned by Charter Communications, Inc.
Charter ), which is a publicly-held company (NASDAQ - CHTR). Applicant has the assurance of
Charter that it will be provided with the financial resources necessary to provide continuous and
reliable voice and data communications service in Idaho. During the nine-month period ending on
September 30, 2003 , Charter generated approximately $3.6 billion in revenue and had approximately
$21.4 billion in assets. Recent financial statements of Charter, which demonstrate Applicant'
ability to provide the services proposed herein, are attached hereto at Exhibit "
16.Escrow Account for Advance Deposits At this time, Applicant does not intend to require
advance deposits ftom customer in Idaho as a condition of initiating service. Before requiring
advance deposits, Applicant will provide the Commission with a signed copy of Applicant's security
bond or escrow agreement with a bonded escrow agent.
17.Compliance with Laws By submitting this application, and by participating in all
proceedings necessary to effect certification, Applicant hereby asserts that it has reviewed the
Commission s rules, and that it is willing to comply with all rules and regulations that the
Commission may impose subject to Idaho law as now or hereafter enacted. Accordingly, by this
application, Applicant seeks such approval and authority as may be required for Applicant to provide
facilities-based and resold local exchange telecommunications and data communications services
throughout the entire State of Idaho.
18.Public Interest, Convenience and Necessity. Commission approval of the matters
described herein is in the public interest. The presence of another authorized local exchange carrier
will provide additional choices to consumers, promote competition, and lead to the reduction of
consumer costs for telecommunications and data communications services. Competition, in turn
will encourage efforts by other certificated telecommunications providers to broaden the range of
choices for Idaho consumers of local exchange services. Applicant submits that, based on the
information supplied herein, its proposed service offerings will provide Idaho consumers with high
quality telecommunications and data communications products and services at reasonable rates while
encouraging innovation and efficiency among all providers of such products and services in the state.
WHEREFORE Applicant respectfully requests that the Commission:
(1)Issue a Certificate of Public Convenience and Necessity authorizing it to engage in
the provision of facilities-based and resold local exchange telecommunications and data
communications services within the State ofldaho (as described in this Application);
(2)Grant any other and additional reliefthat the Commission may deem just and proper.
Respectfully submitted this ./2!'day of March , 2004.
CHARTER FIBERLINK ID - CCVII, LLC
By: ~LilCharles A. Hudak, Esq.
Brad S. Macdonald, Esq.
FRIEND, HUDAK & HARRIS, LLP
Three Ravinia Drive, Suite 1450
Atlanta, GA 30346
[phone]
Its Attorneys
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IDAHO PUBLIC UTILITIES COMMISSION
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INRE:
APPLICATION OF CHARTER FIBERLINK
ID - CCVII, LLC. FOR A CERTIFICATE OF
PUBLIC CONVENIENCE AND NECESSITY
TO PROVIDE F ACILITIES- BASED AND
RESOLD LOCAL EXCHANGE SERVICES
WITHIN THE STATE OF IDAHO
CASE NO.
VERIFICATION
The undersigned attests that he has reviewed this filing on behalf of Charter Fiberl1nk ID
CCVII, LLC ("Applicant") in the above-mentioned proceeding; that it appears to be true and correct;
and that it is hereby adopted on behalf of Applicant. By this application, and participating in all
proceedings necessary to effect certification, Applicant hereby asserts its willingness and ability to
comply with all rules and regulations that the Idaho Public Utilities Commission may impose subj ect
to Idaho law as now or hereafter enacted.
CHARTER FlBERLINK ID - CCVII, LLC
Ma Barber
-----
Vice President - Telephony
This document was signed in my presence
on the /;5!!:day of ~A-1?~, 04.
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JOAN OATIS
. NOTARY PUBLIC - NOTARY SEAL
STATE OF MISSOURI
ST. LOUIS CITY
MY COMMISSION EXPIRES JUNE 15.2007
EXHIBIT" A"
CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS
253
APPLICA TION FOR
REGISTRA TION OF FOREIGN
LIMITED LIABILITY COMPANY
(Instructions on back of application)
1. The name of the limited liability company is:
Charter Fiberlink ID-CCVII , LLC
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2. If the name of the limited liability company is not permissible or is not available in Idaho
the name the foreign limited liability company will use in Idaho is:
3. The jurisdiction under whose laws the limited liability company is organized is: Delaware
and the date of its formation was: 1/20/2004
4. The name and address of the registered agent in Idaho is:
Cor oration Service Com 1401 Shoreline Drive, Suite 2, Boise, Idaho 83702
5. The address of the limited liability company s office in the jurisdiction under whose laws
it is organized is:
2711 Centerville Rd., ste 400, Wilmington DE 19808
6. The address of the limited liability company s principal office, if other than the address
in #5 above , is:
12405 Powers court Dr., St. Louis, MO 63131
7. The address to which correspondence should be addressed is:
Legal Department, 12405 Powerscourt Dr., St. Louis, MO 63131
8. Signature of a manager, if any, or a member
if there are no managers.
Signature :j(I~It1- I~c
Patricia M. Carroll
Typed Name Vice President of Charter
ommunications, Inc., Mgr.Mar)a.ger - I1a Member D
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IDAHO SECRETARY OF STATE82/18/2084 05:
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The :first State
, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE , DO HEREBY CERTIFY "CHARTER FIBERLINK ID-CCVII , LLC" IS
DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW , AS OF THE SIXTH DAY OF FEBRUARY , A.D. 2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "CHARTER
FIBERLINK ID-CCVII , LLC" WAS FORMED ON THE TWENTIETH DAY OF
JANUARY , A.D. 2004.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
NOT BEEN ASSESSED TO DATE.
3754387
~~
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Harriet Smith Windsor, Secretary of State
8300 AUTHENTICATION: 2915795
040082922 DATE: 02 - 0 6 - 04
700 West Jefferson
PO Box 83720
Boise, 10 83720-0080
Business Entity
[phone]
Fax: [phone]
Uniform Commercial Code
[phone]
Fax: [phone]
Trademarks/Notaries
[phone]
Elections
[phone]
Fiscal
[phone]
Computer Services
[phone]
Ben Ysursa
Secretary of State
Telephone: [phone]
Fax: [phone]
sosinfo(Qjidsos.state.id. us
www.idsos.state.id.
STATE OF IDAHO
SECRETARY OF STATE
Dear Customer:
The enclosed document has been filed. The purpose of this letter is to inform you of the following annual
requirements:
Each corporation, limited liability company and each limited liability partnership authorized to transact business in
this state must deliver to the secretary of state for filing an annual report on a form provided by this office.
If an annual report is not received on or before the due date, the following will occur:
1) Domestic corporations and limited liability companies will be subject to administrative dissolution;2) Foreign corporations will be subject to revocation of its authority to do business in Idaho;3) Foreign limited liability companies will be subject to administrative cancellation;4) Limited liability partnerships will lose their limited liability status and revert to general partnerships:
The form must be executed by a person authorized by the company, indicating such capacity, setting forth the
name of the company, the state or country under whose law it is incorporated/organized, along with the names
and addresses of its current registered agent and officers.
The first, and all subsequent annual reports shall be delivered to the secretary of state each year before the end
of the month during which a corporation or limited liability company was initially authorized to transact business.
(Please note: the first annual report is not due until 1 year after the initial filing date.
A pre-printed report form will be mailed to the corporation prior to its due date. There is no filing fee if the
corporation s annual report is received in this office by the date it is due. (A post mark date will not be accepted.
A sample of the annual report you will receive is included on the back of this letter.
If you have any questions or need further assistance, please do not hesitate to contact this office at (208) 334-
2301.
Very truly yours
COMMERCIAL DIVISION
IDAHO SECRETARY OF STATE'S OFFICE
Enclosures: cited
EXHIBIT "
ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT
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The :first State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COpy OF THE CERTIFICATE OF FORMATION OF "CHARTER FIBERLINK
ID-CCVII, LLC", FILED IN THIS OFFICE ON THE TWENTIETH DAY OF
JANUARY , A. D. 2004, AT 10: 40 0' CLOCK A.
3754387 8100
~~
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Harriet Smith Windsor. Secretary of State
AUTHENTICATION: 2878203
040038037 DATE: 01-20-04
State of DelawareSecretary of State
Division or Corporations
Delivered 10:49 AM 01/20/2004
FILED 10:40 AM 01/20/2004
SRV 04p038037 - 3754387 FILE
CERTIFICAlE OF FOR,MATION
. . .. .... "
CaARTBR FmERLINI( ID.CCVII) L
, . .' .'.
1. The name of the limited liability company is Charter w.berlink ID-CCVTI
LLC,
....... . .
2. . The address of its registered office in the State of Delaware is 2711Centervi11e Road, Suite 400. Wilmington. DelaWlU'e. 19808, County o:t"New Castle. Thename of its registered agent at such address is Corporation Service CQmPao.y.
...
IN WITNEss WHEREOF. the undersigned has gecuted this Gertificate ofFormation ofCharteJ;" FiberHnk ID-CCVn, LLC this l1!da.y of Janua.r~ 2004
---
LIMITED LIABILITY COMPANY AGREEMENT
CHARTER FIBERLINK ID-CCVII , LLC
(a De/aware Limited Liability Company)
This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time
to time, this "Agreement") is entered into as of February :-4-1-, 2004, by CC VIIFiberlink, LLC , a Delaware limited liability company ("CCVII"), as the sole memberof Charter Fiberlink ID-CCVII, LLC , a Delaware limited liability company (theCompany
WITNESSETH:
WHEREAS, the Certificate of Formation of the Company was executed and
filed in the office of the Secretary of State of the State of Delaware on January 20
2004;
WHEREAS, CC VII Fiber/ink, LLC is the sole member of the Company; and
NOW, THEREFORE , in consideration of the terms and provisions set forth
herein, the benefits to be gained by the performance thereof and other good and
valuable consideration , the receipt and sufficiency of which are herebyacknowledged, the party hereby agrees as follows:
SECTION 1.General.
(a) Formation. Effective as of the date and time of filing of the Certificate
of Formation in the office of the Secretary of State of the State of De/aware, theCompany was formed as a limited liability company under the De/aware Limited
Liability Company Act, 6 Del.G. 9 18-101 et. seQ , as amended from time to time(the "Act"). Except as expressly provided herein , the rights and obligations of theMembers (as defined in Section 1 (h)) in connection with the regulation andmanagement of the Company shall be governed by the Act.
(b) Name. The name of the Company shall be "Charter Fiber/ink ID -CCVII , LLC." The business of the Company shall be conducted under such nameor any other name or names that the Manager (as defined in Section 4(a)(i) hereof)
shall determine from time to time.
(c) Registered Agent. The address of the registered office of theCompany in the State of Delaware shall be c/o Corporation Service Company, 2711
Centerville Road, Suite 400, Wilmington , Delaware 19808. The name and addressof the registered agent for service of process on the Company in the State of
Delaware shall be Corporation Service Company, 2711 Centerville Road , Suite 400
J:\CORPSECY\Fiberlink Docs\CF ID-CCYII LLC Agr.doc
Wilmington, Delaware 19808. The registered office or registered agent of theCompany may be changed from time to time by the Manager.
(d) Principal Office. The principal place of business of the Company
shall be at 12405 Powerscourt Drive, St. Louis, MO 63131. At any time, theManager may change the location of the Company s principal place of business.
(e) Term. The term of the Company commenced on the date of the filing
of the Certificate of Formation in the office of the Secretary of State of the State of
Delaware , and the Company will have perpetual existence until dissolved and its
affairs wound up in accordance with the provisions of this Agreement.
(f) Certificate of Formation. The execution of the Certificate of Formation
by Janeen Domagalski , Authorized Person , and the filing thereof in the office of theSecretary of State of the State of Delaware are hereby ratified , confirmed andapproved.
(g)
Qualification; Registration. The Manager shall cause the Company tobe qualified , formed or registered under assumed or fictitious name statutes or
similar laws in any jurisdiction in which the Company transacts business and in
which such qualification, formation or registration is required or desirable. The
Manager, as an authorized person within the meaning of the Act , shall executedeliver and file any certificates (and any amendments and/or restatements thereof)
necessary for the Company to qualify to do business in a jurisdiction in which the
Company may wish to conduct business.
(h) Voting. Each member of the Company (if there is only one member of
the Company, the "Member ; or if there are more than one, the "Members ) shallhave one vote in respect of any vote, approval, consent or ratification of any action(a "Vote ) for each one percentage point of Percentage Interest (as defined in
Section 7) held by such Member (totaling 100 Votes for all Members) (any fraction
of such a percentage point shall be entitled to an equivalent fraction of a Vote). Anyvote, approval , consent or ratification as to any matter under the Act or this
Agreement by a Member may be evidenced by such Member s execution of anydocument or agreement (including this Agreement or an amendment thereto) which
would otherwise require as a precondition to its effectiveness such Vote, approvalconsent or ratification of the Members.
SECTION 2. Purposes. The Company was formed for the object and
purpose of, and the nature of the business to be conducted by the Company is
engaging in any lawful act or activity for which limited liability companies may be
formed under the Act.
SECTION 3. Powers. The Company shall have all powers necessary,
appropriate or incidental to the accomplishment of its purposes and all other powers
conferred upon a limited liability company pursuant to the Act.
J:\CORPSECYIFiberiink Docs\CF ID-CCYII LLC Agr.doc - 2 -
SECTION 4.Management.
(a)Management by Manager.
i) Charter, as the sole member of the Company, hereby elects
Charter Communications, Inc., a Delaware corporation ("CCI"), or its successor-in-
interest that acquires directly or indirectly substantially all of the assets or business
of CCI , as the Company s manager (the "Manager ). CCI shall be the Manager until
a simple majority of the Votes elects otherwise. No additional person may be
elected as Manager without the approval of a simple majority of the Votes (for
purposes of this Agreement , to the extent the context requires, the term "person
refers to both individuals and entities). Except as otherwise required by applicable
law and as provided below with respect to the Board, the powers of the Company
shall at all times be exercised by or under the authority of, and the business
property and affairs of the Company shall be managed by, or under the direction of
the Manager. The Manager is a "manager" of the Company within the meaning of
the Act. Any person appointed as Manager shall accept its appointment by
execution of a consent to this Agreement.
ii) The Manager shall be authorized to elect , remove or replace
directors and officers of the Company, who shall have such authority with respect to
the management of the business and affairs of the Company as set forth herein or
as otherwise specified by the Manager in the resolution or resolutions pursuant to
which such directors or officers were elected.
iii) Except as otherwise required by this Agreement or applicable
law, the Manager shall be authorized to execute or endorse any check, draft
evidence of indebtedness , instrument, obligation , note, mortgage , contract
agreement, certificate or other document on behalf of the Company without the
consent of any Member or other person..
. iv). No annual or regular meetings of the Manager or the Members
are required. The Manager may, by written consent, take any action which it is
otherwise required or permitted to take at a meeting.
v) The Manager s duty of care in the discharge of its duties to the
Company and the Members is limited to discharging its duties pursuant to this
Agreement in good faith , with the care a director of a Delaware corporation would
exercise under similar circumstances, in the manner it reasonably believes to be in
the best interests of the Company and its Members.
vi) Except as required by the Act, no Manager shall be liable for
the debts , liabilities and obligations of the Company, including without limitation any
debts, liabilities and obligations under a judgment, decree or order of a court, solely
by reason of being a manager of the Company.
J:ICORPSECY\Fiberlink DocslCF ID-CCYII LLC AgLdoc - 3 -
(b)Board of Directors.i) Notwithstanding paragraph (a) above, the Manager may
delegate its power to manage the business of the Company to a board of natural
persons designated as "directors" (the "Board") which , subject to the limitations set
forth below, shall have the authority to exercise all such powers of the Company
and do all such lawful acts and things as may be done by a manager of a limited
liability company under the Act and as are not by statute, by the Certificate of
Formation (as amended from time to time, the "Certificate ), or by this Agreement
(including without limitation Section 4(c) hereof) directed or required to be exercised
or done by the Manager. Except for the rights and duties that are assigned to
officers of the Company, the rights and duties of the directors may not be assigned
or delegated to any person. No action , authorization or approval of the Board shall
be required , necessary or advisable for the taking of any action by the Company
that has been approved by the Manager. In the event that any action of the
Manager conflicts with any action of the Board , the action of the Manager shall
control.
ii) Except as otherwise provided herein , directors shall possess
and may exercise all the powers and privileges and shall have all of the obligations
and duties to the Company and the Members granted to or imposed on directors of
a corporation organized under the laws of the State of Delaware.
iii) The number of directors on the date hereof is one , which
number may be changed from time to time by the Manager. The director as of the
date hereof shall be as set forth on Exhibit A hereto, provided that Exhibit A need
not be amended whenever the director(s) or his or her successors are changed in
accordance with the terms of this Agreement.
iv) Each director shall be appointed by the Manager and shall
serve in such capacity until the earlier of his resignation, removal (which may be
with or without cause) or replacement by the Manager.
v) No director shall be entitled to any compensation for serving as
a director. No fee shall be paid to any director for attendance at any meeting of the
Board; provided , however, that the Company may reimburse directors for the actual
reasonable costs incurred in such attendance.
(c)Consent Required.
Company shall:
None of the Members , Managers , directors, or officers of the
(1)do any act in contravention of this Agreement;
(2) cause the Company to engage in any business
not permitted by the Certificate or the terms of this Agreement;
J:\CORPSECY\Fiberlink Docs\CF ID-CCYII LLC Agr.doc - 4 -
(3) cause the Company to take any action that would
make it impossible to carry on the usual course of business of the Company (except
to the extent expressly provided for hereunder); or
(4) possess Company property or assign rights in
Company property other than for Company purposes.
ii)One hundred percentage (100%) of the Votes shall be required
to:
(1)
Company to any person;
(2)
legal form;
(3)
Company with another person;
(4)
Company; or
(5)
issue limited liability company interests in the
change or reorganize the Company into any other
approve a merger or consolidation of the
sell all or substantially all of the assets of the
voluntarily dissolve the Company.
iii) In addition to any approval that may be required under Section
15(b) to the extent amendment of this Agreement is required for any of the following
actions , the affirmative vote, approval , consent or ratification of the Manager shall
be required to:
(1)
forth in Section 2;
(2)
Company to any person;
alter the primary purposes of the Company as set
issue limited liability company interests in the
(3) enter into or amend any agreement which
provides for the management of the business or affairs of the Company by a person
other than the Manager (and the Board);
(4)
legal form;
(5)
Company with another person;
(6)
Company;
J:\CORPSECY\Fiberlink Docs\CF ID-CCYII LLC AgLdoc
change or reorganize the Company into any other
approve a merger or consolidation of the
sell all or substantially all of the assets of the
- 5 -
(7) operate the Company in such a manner that the
Company becomes an "investment company" for purposes of the Investment
Company Act of 1940;
(8) except as otherwise provided or contemplated
herein , enter into any agreement to acquire property or services from any person
who is a director or officer of the Company;
(9) settle any litigation or arbitration with any third
party, any Member, or any affiliate of any Member, except for any litigation or
arbitration brought or defended in the ordinary course of business where the
present value of the total settlement amount or damages will not exceed
000 000;
(10) materially change any of the tax reporting
positions or elections of the Company;
(11) make or commit to any expenditures which
individually or in the aggregate, exceed or are reasonably expected to exceed the
Company s total budget (as approved by the Manager) by the greater of 5% of such
budget or Five Million Dollars ($5 000 000);
(12) make or incur any secured or unsecured
indebtedness which , individually or in the aggregate , exceeds Five Million Dollars
($5 000 000), provided that this restriction shall not apply to (i) any refinancing of or
amendment to existing indebtedness which does not increase total borrowing
(including obligations under that certain Credit Agreement with Charter
Communications Operating, LLC as the borrower, dated as of March 18, 1999 , as
amended and restated as of January 3 2002 and as further amended and restated
by the Second Amended and Restated Credit Agreement dated as of June 19 , 2003
(the "Credit Agreement") and the Loan Documents (as defined in the Credit
Agreement), all of which have. been , and are hereby, ratified and confirmed), (ii) any
indebtedness to (or guarantee of indebtedness of) any entity controlled by or under
common control with the Company ("Intercompany Indebtedness ), (iii) the pledge
of any assets to support any otherwise permissible indebtedness of the Company or
any Intercompany Indebtedness or (iv) indebtedness necessary to finance a
transaction or purchase approved by the Manager; or
(13)voluntarily dissolve the Company.
(d)Board Meetings.
i) Regular Meetings. Regular meetings of the Board may be
held without notice at such time and at such place as shall from time to time be
determined by the Board, but not less often than annually.
ii) Special Meetings. Special meetings of the Board may be
called by the President or any director on twenty-four (24) hours ' notice to each
director; special meetings shall be called by the President or Secretary in like
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manner and on like notice on the written request of Members holding a simple
majority of the Votes. Notice of a special meeting may be given by facsimile.
Attendance in person of a director at a meeting shall constitute a waiver of notice of
that meeting, except when the director objects , at the beginning of the meeting, to
the transaction of any business because the meeting is not duly called or convened.
iii) Telephonic Meetings. Directors may participate in any regular
or special meeting of the Board , by means of conference telephone or similar
communications equipment, by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this Section
4(d)(iii) will constitute presence in person at such meeting.
iv) Quorum. At all meetings of the Board , a majority of the
directors shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum shall be
the act of the Board , except as may be otherwise specifically provided by statute
the Certificate or this Agreement. If a quorum is not present at any meeting of the
Board , the directors present thereat may adjourn the meeting from time to time until
a quorum shall be present. Notice of such adjournment shall be given to any
director not present at such meeting.
v) Action Without Meeting. Unless otherwise restricted by the
Certificate or this Agreement, any action required or permitted to be taken at any
meeting of the Board may be taken without a meeting if all directors consent thereto
in writing and such written consent is filed with the minutes of proceedings of the
Board.
(e) Directors Duty of Care. Each director s duty of care in the discharge
of his or her duties to the Company and the Members is limited to discharging his
duties pursuant to this Agreement in good faith , with the care a director of a
Delaware corporation would exercise under similar circumstances, in the manner he
or she reasonably believes to be in the best interests of the Company and its
Members.
SECTION 5.Officers.
(a) Officers. The Company shall have such officers as may be necessary
or desirable for the business of the Company. The officers may include a Chairman
of the Board , a President, a Treasurer and a Secretary, and such other additional
officers, including one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers as the Manager, the Board, the Chairman of the Board , or the President
may from time to time elect. Any two or more offices may be held by the same
individual.
(b) Election and Term. The President, Treasurer and Secretary shall , and
the Chairman of the Board may, be appointed by and shall hold office at the
pleasure of the Manager or the Board. The Manager, the Board , or the President
may each appoint such other officers and agents as such person shall deem
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desirable , who shall hold office at the pleasure of the Manager, the Board , or the
President , and who shall have such authority and shall perform such duties as from
time to time shall , subject to the provisions of Section 5(d) hereof, be prescribed by
the Manager, the Board, or the President.
(c) Removal. Any officer may be removed by the action of the Manager
or the action of at least a majority of the directors then in office, with or without
cause, for any reason or for no reason. Any officer other than the Chairman of the
Board , the President, the Treasurer or the Secretary may also be removed by the
Chairman of the Board or the President, with or without cause, for any reason or for
no reason.
(d)Duties and Authority of Officers.
i) President. The President shall be the chief executive officer
and (if no other person has been appointed as such) the chief operating officer of
the Company; shall (unless the Chairman of the Board elects otherwise) preside at
all meetings of the Members and Board; shall have general supervision and active
management of the business and finances of the Company; and shall see that all
orders and resolutions of the Board or the Manager are carried into effect; subject
however, to the right of the directors to delegate any specific powers to any other
officer or officers. In the absence of direction by the Manager, Board , or the
Chairman of the Board to the contrary, the President shall have the power to vote all
securities held by the Company and to issue proxies therefor. In the absence or
disability of the President, the Chairman of the Board (if any) or, if there is no
Chairman of the Board , the most senior available officer appointed by the Manager
or the Board shall perform the duties and exercise the powers of the President with
the same force and effect as if performed by the President, and shall be subject to
all restrictions imposed upon him.
ii) Vice President. Each Vice President , if any, shall perform
- such duties as shall be assigned to such person and shall exercise such powers as
may be granted to such person by the Manager, the Board or by the President of
the Company. In the absence of direction by the Manager, the Board or the
President to the contrary, any Vice President shall have the power to vote all
securities held by the Company and to issue proxies therefor.
iii) Secretary. The Secretary shall give, or cause to be given , a
notice as required of all meetings of the Members and of the Board. The Secretary
shall keep or cause to be kept, at the principal executive office of the Company or
such other place as the Board may direct , a book of minutes of all meetings and
actions of directors and Members. The minutes shall show the time and place of
each meeting, whether regular or special (and , if special , how authorized and the
notice given), the names of those present at Board meetings , the number of Votes
present or represented at Members' meetings , and the proceedings thereof. The
Secretary shall perform such other duties as may be prescribed from time to time by
the Manager or the Board.
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iv) Treasurer. The Treasurer shall have custody of the Company
funds and securities and shall keep or cause to be kept full and accurate accounts
of receipts and disbursements in books of the Company to be maintained for such
purpose; shall deposit all moneys and other valuable effects of the Company in the
name and to the credit of the Company in depositories designated by the Manager
or the Board; and shall disburse the funds of the Company as may be ordered by
the Manager or the Board.
v) Chairman of the Board. The Chairman of the Board , if any,
shall perform such duties as shall be assigned , and shall exercise such powers as
may be granted to him or her by the Manager or the Board.
vi) Authority of Officers. The officers , to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Manager or
the Board not inconsistent with this Agreement, are agents of the Company for the
purpose of the Company s business and the actions of the officers taken in
accordance with such powers shall bind the Company.
SECTION 6.Members.
(a) Members. The Members of the Company shall be set forth on
Exhibit B hereto as amended from time to time. At the date hereof, Charter is the
sole Member, and it (or its predecessor) has heretofore contributed to the capital of
the Company. Charter is not required to make any additional capital contribution to
the Company; however, Charter may make additional capital contributions to the
Company at any time in its sole discretion (for which its capital account balance
shall be appropriately increased). Each Member shall have a capital account in the
Company, the balance of which is to be determined in accordance with the
principles of Treasury Regulation section 1.704-1(b)(2)(iv). The provisions of this
Agreement , including this Section 6, are intended to benefit the Members and , to
the fullest extent permitted by law, shall not be construed as conferring any benefit
. upon any creditor of the Company. Notwithstanding anything to the contrary in this
Agreement , Charter shall not have any duty or obligation to any creditor of the
Company to make any contribution to the Company.
(b) Admission of Members. Other persons may be admitted as Members
from time to time pursuant to the provisions of this Agreement. If an admission of a
new Member results in the Company having more than one Member, this
Agreement shall be amended in accordance with the provisions of Section 1 5(b) to
establish the rights and responsibilities of the Members and to govern their
relationships.
(c) Limited Liability. Except as required by the Act, no Member shall be
liable for the debts, liabilities and obligations of the Company, including without
limitation any debts, liabilities and obligations of the Company under a judgment
decree or order of a court, solely by reason of being a member of the Company.
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(d) Competing Activities. Notwithstanding any duty otherwise existing at
law or in equity, (i) neither a Member nor a Manager of the Company, or any of their
respective affiliates, partners, members, shareholders, directors , managers , officers
or employees , shall be expressly or impliedly restricted or prohibited solely by virtue
of this Agreement or the relationships created hereby from engaging in other
activities or business ventures of any kind or character whatsoever and (ii) except
as otherwise agreed in writing or by written Company policy, each Member and
Manager of the Company, and their respective affiliates , partners, members
shareholders, directors, managers , officers and employees, shall have the right to
conduct , or to possess a direct or indirect ownership interest in , activities and
business ventures of every type and description , including activities and business
ventures in direct competition with the Company.
(e) Bankruptcy. Notwithstanding any other provision of this Agreement
the bankruptcy (as defined in the Act) of a Member shall not cause the Member to
cease to be a member of the Company and , upon the occurrence of such an event
the Company shall continue without dissolution.
SECTION 7. Percentage Interests. For purposes of this Agreement
Percentage Interest" shall mean with respect to any Members as of any date the
proportion (expressed as a percentage) of the respective capital account balance of
such Member to the capital account balances of all Members. So long as Charter is
the sole member of the Company, Charter s Percentage Interest shall be 100
percent.
SECTION 8. Distributions. The Company may from time to time distribute
to the Members such amounts in cash and other assets as shall be determined by
the Members acting by simple majority of the Votes. Each such distribution (other
than liquidating distributions) shall be divided among the Members in accordance
with their respective Percentage Interests. Liquidating distributions shall be made
to the Members in accordance with their respective positive capital account
balances; Each Member shall be entitled to look solely to the assets of the
Company for the return of such Member s positive capital account balance.
Notwithstanding that the assets of the Company remaining after payment of or due
provision for all debts , liabilities , and obligations of the Company may be insufficient
to return the capital contributions or share of the Company s profits reflected in such
Member s positive capital account balance, a Member shall have no recourse
against the Company or any other Member. Notwithstanding any provision to the
contrary contained in this Agreement, the Company shall not be required to make a
distribution to the Members on account of their interest in the Company if such
distribution would violate the Act or any other applicable law.
SECTION 9. Allocations. The profits and losses of the Company shall be
allocated to the Members in accordance with their Percentage Interests from time to
time.
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SECTION 10. Dissolution; Winding Up.
(a) Dissolution. The Company shall be dissolved upon (i) the adoption of
a plan of dissolution by the Members acting by unanimity of the Votes and the
approval of the Manager or (ii) the occurrence of any other event required to cause
the dissolution of the Company under the Act.
(b) Effective Date of Dissolution. Any dissolution of the Company shall be
effective as of the date on which the event occurs giving rise to such dissolution , but
the Company shall not terminate unless and until all its affairs have been wound up
and its assets distributed in accordance with the provisions of the Act and the
Certificate is cancelled.
(c) Winding Up. Upon dissolution of the Company, the Company shall
continue solely for the purposes of winding up its business and affairs as soon as
reasonably practicable. Promptly after the dissolution of the Company, the
Manager shall immediately commence to wind up the affairs of the Company in
accordance with the provisions of this Agreement and the Act. In winding up the
business and affairs of the Company, the Manager may, to the fullest extent
permitted by law, take any and all actions that it determines in its sole discretion to
be in the best interests of the Members, including, but not limited to, any actions
relating to (i) causing written notice by registered or certified mail of the Company
intention to dissolve to be mailed to each known creditor of and claimant against the
Company, (ii) the payment, settlement or compromise of existing claims against the
Company, (iii) the making of reasonable provisions for payment of contingent claims
against the Company and (iv) the sale or disposition of the properties and assets of
the Company. It is expressly understood and agreed that a reasonable time shall
be allowed for the orderly liquidation of the assets of the Company and the
satisfaction of claims against the Company so as to enable the Manager to
minimize the losses that may result from a liquidation.
SECTION 1 L Transfer.At such time as the Company has more than one
Member, no Member shall transfer (whether by sale, assignment, gift, pledge
hypothecation , mortgage, exchange or otherwise) all or any part of his , her or its
limited liability company interest in the Company to any other person without the
prior written consent of each of the other Members; provided, however that this
Section 11 shall not restrict the ability of any Member to transfer (at any time) (i) all
or a portion of its limited liability company interest in the Company to another
Member or (ii) pursuant to the Loan Documents (as defined in the Credit
Agreement). Upon the transfer of a Member s limited liability company interest , the
Manager shall provide notice of such transfer to each of the other Members and
shall amend Exhibit 8 hereto to reflect the transfer.
SECTION 12. Admission of Additional Members. The admission of
additional or substitute Members to the Company shall be accomplished by the
amendment of this Agreement , including Exhibit 8, in accordance with the
provisions of Section 15(b), pursuant to which amendment each additional or
substitute Member shall agree to become bound by this Agreement.
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SECTION 13. Tax Matters. As of the date of this Agreement, the Company
is a single-owner entity for United States federal tax purposes. So long as the
Company is a single-owner entity for federal income tax purposes , it is intended that
for federal , state and local income tax purposes the Company be disregarded as an
entity separate from its owner for income tax purposes and its activities be treated
as a division of such owner. In the event that the Company has two or more
Members for federal income tax purposes, it is intended that (i) the Company shall
be treated as a partnership for federal , state and local income tax purposes, and the
Members shall not take any position or make any election, in a tax return or
otherwise, inconsistent therewith and (ii) this Agreement will be amended to provide
for appropriate book and tax allocations pursuant to subchapter K of the Internal
Revenue Code of 1986, as amended.
SECTION 14. Exculpation and Indemnification.
(a) Exculpation. Neither the Members, the Manager, the directors of the
Company, the officers of the Company, their respective affiliates, nor any person
who at any time shall serve , or shall have served , as a director, officer, employee or
other agent of any such Members, Manager, directors , officers , or affiliates and
who, in such capacity, shall engage , or shall have engaged, in activities on behalf of
the Company (a "Specified Agent") shall be liable , in damages or otherwise , to the
Company or to any Member for, and neither the Company nor any Member shall
take any action against such Members, Manager, directors, officers, affiliates or
Specified Agent, in respect of any loss which arises out of any acts or omissions
performed or omitted by such person pursuant to the authority granted by this
Agreement, or otherwise performed on behalf of the Company, if such Member
Manager, director, officer, affiliate , or Specified Agent, as applicable, in good faith
determined that such course of conduct was in the best interests of the Company
and within the scope of authority conferred on such person by this Agreement or
approved by the Manager. Each Member shall look solely to the assets of the
Company for return of such Member s investment, and if the property of the
Company remaining after the discharge of the debts arid liabilities of the Company
is insufficient to return such investment, each Member shall have no recourse
against the Company, the other Members or their affiliates, except as expressly
provided herein; provided , however, that the foregoing shall not relieve any Member
or the Manager of any fiduciary duty, duty of care or duty of fair dealing to the
Members that it may have hereunder or under applicable law.
(b) Indemnification. In any threatened , pending or completed claim
action , suit or proceeding to which a Member, a Manager , a director of the
Company, any officer of the Company, their respective affiliates, or any Specified
Agent was or is a party or is threatened to be made a party by reason of the fact
that such person is or was engaged in activities on behalf of the Company, including
without limitation any action or proceeding brought under the Securities Act of 1933
as amended , against a Member, a Manager, a director of the Company, ani officer
of the Company, their respective affiliates, or any Specified Agent relating to the
Company, the Company shall to the fullest extent permitted by law indemnify and
hold harmless the Members, Manager, directors of the Company, officers of the
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Company, their respective affiliates , and any such Specified Agents against losses
damages, expenses (including attorneys fees), judgments and amounts paid in
settlement actually and reasonably incurred by or in connection with such claim
action , suit or proceeding; provided however, that none of the Members, Managers
directors of the Company, officers of the Company, their respective affiliates or any
Specified Agent shall be indemnified for actions constituting bad faith , willful
misconduct, or fraud. Any act or omission by any such Member, Manager, director
officer, or any such affiliate or Specified Agent, if done in reliance upon the opinion
of independent legal counselor public accountants selected with reasonable care
by such Member, Manager, director, officer, or any such affiliate or Specified Agent
as applicable , shall not constitute bad faith , willful misconduct, or fraud on the part
of such Member, Manager, director, officer, or any such affiliate or Specified Agent.
(c) No Presumption. The termination of any claim , action , suit or
proceeding by judgment, order or settlement shall not, of itself, create a
presumption that any act or failure to act by a Member, a Manager, a director of the
Company, any officer of the Company, their respective affiliates or any Specified
Agent constituted bad faith , willful misconduct or fraud under this Agreement.
(d) Limitation on Indemnification. Any such indemnification under this
Section 14 shall be recoverable only out of the assets of the Company and not from
the Members.
(e) Reliance on the Agreement. To the extent that, at law or in equity, a
Member, Manager, director of the Company, officer of the Company or any
Specified Agent has duties (including fiduciary duties) and liabilities relating thereto
to the Company or to any Member or other person bound by this Agreement, such
Member, Manager, director, officer or any Specified Agent acting under this
Agreement shall not be liable to the Company or to any Member or other person
bound by this Agreement for its good faith reliance on the provisions of this
Agreement. The provisions of this Agreement, to the extent that they restrict the
duties and liabilities of a Member, Manager, director of the Company, officer of the
Company or any Specified Agent otherwise existing at law or in equity, are agreed
by the parties hereto to replace such other duties and liabilities of such Member
Manager, director or officer or any Specified Agent.
SECTION 15. Miscellaneous.
(a) Certificate of Limited Liability Company Interest. A Member s limited
liability company interest may be evidenced by a certificate of limited liability
company interest executed by the Manager or an officer in such form as the
Manager may approve; provided that such certificate of limited liability company
interest shall not bear a legend that causes such limited liability company interest to
constitute a security under Article 8 (including Section 8-103) of the Uniform
Commercial Code as enacted and in effect in the State of Delaware, or the
corresponding statute of any other applicable jurisdiction.
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(b) Amendment. The terms and provisions set forth in this Agreement
may be amended, and compliance with any term or provision set forth herein may
be waived , only by a written instrument executed by each Member. No failure or
delay on the part of any Member in exercising any right, power or privilege granted
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or privilege preclude any other or further exercise thereof
or the exercise of any other right, power or privilege granted hereunder.
(c) Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the Members and their respective successors and assigns.
(d) Governing Law. This Agreement shall be governed by, and
construed in accordance with , the laws of the State of Delaware , without regard to
any conflicts of law principles that would require the application of the laws of any
other jurisdiction.
(e) Severability. In the event that any provision contained in this
Agreement shall be held to be invalid , illegal or unenforceable for any reason , the
invalidity, illegality or unenforceability thereof shall not affect any other provision
hereof.
(1) Multiple Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original , but all of which together
shall constitute one and the same instrument.
(g)
Entire Agreement This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof and supercedes and
replaces any prior or contemporaneous understandings.
(h) Relationship between the Agreement and the Act. Regardless of
whether any provision of this Agreement specifically refers to particular Default
Rules (as defined below), (i) if any provision of this Agreement conflicts with a
Default Rule, the provision of this Agreement controls and the Default Rule is
modified or negated accordingly, and (ii) if it is necessary to construe a Default Rule
as modified or negated in order to effectuate any provision of this Agreement , the
Default Rule is modified or negated accordingly. For purposes of this Section 15(i),
Default Rule" shall mean a rule stated in the Act which applies except to the extent
it may be negated or modified through the provisions of a limited liability company
Limited Liability Company Agreement.
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IN WITNESS WHEREOF, the party has caused this Agreement to be duly
executed on the date first above written.
CC VII FIBERLlNK, LLC , a Delaware
limited liability company
By:tC Ii
ame: Patricia M. Carroll
Title: Vice President
Accepting its appointment as the Company s Manager subject to the provisions of
this Agreement:
CHARTER COMMUNICATIONS , INC., a
Delaware corporation
By:~ZtA
Name: Patricia M. CarrOil
Title: Vice President
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Director
Thomas A. Cullen
Member
CC VII Fiberlink, LLC
J:ICORPSECY\Fiberiink DocslCF ID-CCVII LLC Agr.doc
EXHIBIT A
EXHIBIT B
- 16 -
100%
EXHIBIT "
LIST OF OFFICERS AND DIRECTORS
NAME TITLE ADDRESS
Carl E. Vogel President and Chief Executive Charter Fiberlink ID - CCVII, LLC
Officer 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Steven A. Schumm Executive Vice President and Charter Fiberlink ID - CCVII, LLC
Chief Administrative Officer 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Michael P. Huseby Executive Vice President and Charter Fiberlink ID - CCVII, LLC
Chief Financial Officer 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Margaret A. Bellville Executive Vice President and Charter Fiberlink ID - CCVII, LLC
Chief Operating Officer 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Derek Chang Executive Vice President of Charter Fiberlink ID - CCVII, LLC
Finance and Strategy 12405 Powers court Drive
St. Louis, Missouri 63131-3674
Curtis S. Shaw Executive Vice President Charter Fiberlink ID - CCVII, LLC
General Counsel and Secretary 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Paul E. Martin Senior Vice President -Charter Fiberlink ID - CCVII, LLC
Corporate Controller 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Thomas A. Cullen Senior Vice President -Charter Fiberlink ID - CCVII, LLC
Advanced Services & Business 12405 Powerscourt Drive
Development and Director St. Louis, Missouri 63131-3674
Wayne H. Davis Senior Vice President -Charter Fiberlink ID - CCVII, LLC
Engineering & Technical 12405 Powerscourt Drive
Operations St. Louis, Missouri 63131-3674
Michael 1. Lovett Senior Vice President -Charter Fiberlink ID - CCVII, LLC
Operations 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Steve 1. Santamaria Assistant to the President and Charter Fiberlink ID - CCVII, LLC
Vice President - Management 12405 Powers court Drive
Services St. Louis, Missouri 63131-3674
Eloise E. Schmitz Vice President - Finance &Charter Fiberlink ID - CCVII, LLC
Acquisitions, Treasurer and 12405 Powerscourt Drive
Assistant Secretary St. Louis, Missouri 63131-3674
Thomas 1. Hearity Vice President and Associate Charter Fiberlink ID - CCVII, LLC
General Counsel 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Patricia M. Carroll Vice President, Counsel and Charter Fiberlink ID - CCVII, LLC
Assistant Secretary 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Hunt Sevier Brown Vice President, Counsel- Legal Charter Fiberlink ID - CCVII, LLC
Operations & Assistant 12405 Powers court Drive
Secretary St. Louis, Missouri 63131-3674
Laurence G. Christopher Vice President, Counsel -Charter Fiberlink ill - CCVII, LLC
Litigation 12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Timothy L. Sims Vice President - Tax Charter Fiberlink ill - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Mark Barber Vice President - Telephony Charter Fiberlink ill - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
CalTie Cox Assistant Secretary Charter Fiberlink ill - CCVII, LLC
12405 Powers court Drive
St. Louis, Missouri 63131-3674
EXHIBIT
PROPOSED TARIFF
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Title Sheet No. I
Charter Fiberlink ID - CCVII, LLC
12405 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131-3674
COMPETITIVE LOCAL EXCHANGE TELECOMMUNICATIONS SERVICES TARIFF
This tariff contains the description, regulations and rates for the furnishing of
services and facilities for telecommunications services provided by Charter
Fiberlink ID - CCVII, LLC with principal offices at 12405 Powers court Drive, St.
Louis, Missouri 63131-3674. This tariff applies for service furnished within the
State of Idaho. This tariff is on file with the Idaho Public Utilities Commission and
copies may be inspected during normal business hours.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. I
Original Sheet No.
CHECK SHEET
The sheets listed below, which are inclusive of this tariff, are effective as of the date shown at the bottom
of the respective sheet(s). Original and revised sheets as named below comprise all changes from the
original tariff and are cun-ently in effect as of the date indicated below.
Sheet Revision
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Sheet
* = New/Revised this issue
Revision
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Original
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVTI, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. I
Original Sheet No.
TABLE OF CONTENTS
Page
CHECK SHEET ..........................................................................................................................................
SYMBOLS ..................................................................................................................................................
TARIFF FORMAT......................................................................................................................................
APPLICATION OF TARIFF ...................................................................................................................... 7
SECTION 1 - TECHNICAL TERMS AND ABBREVIATIONS .............................................................. 8
1.1 Definitions.........................................................................................................................
Abbreviations ..................................................................................................................
SECTION 2 - RULES AND REGULATIONS.........................................................................................
2.10
SECTION 3 - DESCRIPTION OF SERVICE .......................................................................................... 22
3.4
2.4
Undertaking of the Company .......................................................................................... 11
Limitations of Service .....................................................................................................
Limitations of Liability ................... .........
............ ..... .......................
..................... .......... 12
Responsibilities of the Customer...................................................................................
Allowances for InteITUptions in Service.......................................................................... 17
Termination of Service.... ..................
....... ......... ....................
........................ ....... ........... 19
Payment of Charges............................................. ............................................................
Deposits...........................................................................................................................
Contested Charges...........................................................................................................
Taxes ...............................................................................................................................
Timing of Calls................................................ ................................................................
Start of Billing.............................................. ...................................................................
Calculation of Distance ...................................................................................................
Minimum Call Completion Rate .....................................................................................
Service Offerings.............................................................................................................
Miscellaneous Services ...................................................................................................
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVll, LLC
12405 Powers court Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No.
TABLE OF CONTENTS
(continued)
Page
SECTION 4 - RATES AND CHARGES ..................................................................................................
Leased Line Service ........................................................................................................
Promotions ......................................................................................................................
Bad Check Charge...........................................................................................................
Order Charge ...................................................................................................................
Reconnect Charge............................................................................................................
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. I
Original Sheet No.
SYMBOLS
The following are the only symbols used for the purposes indicated below:
(D)
(I)
(M)
(N)
(R)
(T)
Delete or Discontinue
Change Resulting in an Increase to a Customer s Bill
Moved from Another Tariff Location
New
Change Resulting in a Reduction to a Customer s Bill
Change in Text or Regulation but no Change in Rate or Charge
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ill - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No.
TARIFF FORMAT
Sheet Numbering - Page numbers appear in the upper right comer of the sheet. Pages are
numbered sequentially. However, new pages are occasionally added to the tariff. When a new
page is added between existing pages with whole numbers, a decimal is added. For example, a
new page added between pages 34 and 35 would be page 34.
Sheet Revision Numbering - Revision numbers also appear in the upper right comer of the
page. These numbers are used to determine the most current page version on file with the
Commission. For example, 4th Revised Page 34 cancels the 3rd Revised Page 34. Consult the
check sheet for the page currently in effect.
Paragraph Numbering Sequence - There are nine levels of paragraph coding.
coding is subservient to its next higher level:
Each level of
1.1
2. 1. LA
1.1.A.l
2. 1. LA. 1. (a)
1. LA. 1.(a).I
A.l.(a).I.(i)
A.l.(a).I.(i).(l )
Check Sheet - When a tariff is filed with the Commission, an updated check sheet accompanies
the tariff filing. The check sheet lists the tariff pages, with a cross reference to the current
revision number. When new sheets are added, the check sheet is changed to reflect the revision.
All revisions made in a given filing are designated by an asterisk (*). There will be no other
symbols used on this sheet if these are the only changes made. The tariff user should refer to the
latest check sheet to find out if a particular page is the most current on file with the Commission.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCvTI, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No.
Original Sheet No.
APPLICATION OF TARIFF
This tariff sets forth the service offerings, rates and terms and conditions of service applicable to the
furnishing of intrastate local exchange telecommunications services by Charter Fiberlink ill - CCVII
LLC ("Company ) to Customers within the State ofIdaho.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink In - CCvll, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ill - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No.
. SECTION 1- TECHNICAL TERMS AND ABBREVIATIONS
1.1 Definitions
Busy Hour - The two consecutive half hours during which the greatest volume of traffic is
handled.
Call- A completed connection between the Calling and Called parties.
Calling Station - The telephone number from which a Call originates.
Called Station - The telephone number called.
Carrier Customer - A carrier that orders exchange access or retail services from the Company.
Commission - The Idaho Public Utilities Commission.
Company or Carrier - Charter Fiberlink ill - CCVll, LLC, unless specifically stated otherwise.
Customer - A person, fmn, corporation, partnership or other entity, in whose name the telephone
number of the Calling Station is registered with the underlying local exchange company. The
Customer is responsible for payment of charges to the Company and compliance with all tenns
and conditions of this tariff.
Day - The period of time from 8:00 a.m. to (but not including) 5:00 p., Monday through
Friday, as measured by local time at the location from which the Call is originated.
Disconnect - To render inoperable or to disable circuitry thus preventing outgoing and incoming
communications service.
DS1 - Digital Signal, level 1. Capable of transmitting data at 1.544 Mbps.
DS3 - Digital Signal, level 3. Capable of transmitting data at 44.736 Mbps.
Evening - The period of time from 5:00 p.m. to (but not including) 11 :00 p., Sunday through
Friday and any time during a Holiday, as measured by local time at the location from which the
Call is originated.
Gbps - One thousand million bits per second.
Incomplete - Any Call where voice transmission between the Calling and Called station is not
established.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No.
SECTION 1 - TECHNICAL TERMS AND ABBREVIATIONS (Cont'
1.1 Definitions (Cont' d)
Holiday - For the purposes of this tariff recognized holidays are New Year s Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Mbps - One million bits per second.
Message - A completed telephone call by a Customer or User.
Normal Business Hours - The hours of 8:00 a.m. to 5:00 p., Monday through Friday,
excluding holidays.
DC3 - Optical Carrier, level 3. A SONET channel capable of transmitting data at 155.52 Mbps.
OC12 - Optical Carrier, level 12. A SONET channel capable of transmitting data at 622.
Mbps.
OC48 - Optical Carrier, level 48. A SONET channel capable of transmitting data at 2.488 Gbps.
Premises - The space occupied by an individual Customer in a building, in adjoining buildings
occupied entirely by that Customer, or on contiguous property occupied by the Customer
separated only by a public thoroughfare, a railroad right of way, or a natural barrier.
Rate - Money, charge, fee or other recurring assessment billed to Customers for services or
equipment.
State - Idaho.
Terminal Equipment - Telephone instruments, including pay telephone equipment, the common
equipment of large and small key and PBX systems and other devices and apparatus, and
associated wiring, which are intended to be connected electrically, acoustically, or inductively to
the telecommunication system.
User or End User - Customer or any authorized person or entity that utilizes the Company
servIces.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 10
SECTION 1- TECHNICAL TERMS AND ABBREVIATIONS (Cont'd)
1.2 Abbreviations
CLEC - Competitive Local Exchange Carrier
CO - Central Office
CPE - Customer Premises Equipment
DS1 - Digital Signal, Level 1
DS3 - Digital Signal, Level 3
ILEC - Incumbent Local Exchange Carrier
NPA - Numbering Plan Area (Area Code)
OC3 - Optical Carrier, Level 3
OC12 - Optical Carrier, Level 12
OC48 - Optical Carrier, Level 48
PBX - Private Branch Exchange
PIC - Primary or Preferred Interexchange Carrier
POP - Point of Presence
V &H - Vertical and Horizontal Coordinates
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powers court Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ill - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 11
SECTION 1 - RULES AND REGULATIONS
Undertakin2 of the Company
1.1.1 The Company provides telecommunications services to business and catTier Customers.
The Company installs, operates and maintains the communications services provided
herein in accordance with the terms and conditions set forth in this tariff. When
authorized by the Customer, the Company may act as the Customer s agent for ordering
access connection facilities provided by other carriers or entities to allow connection of a
Customer s location to the Company s network. The Customer shall be responsible for
all charges due for such service aITangements.
The Company s services are provided on a monthly basis, unless otherwise stated in this
tariff. Services are available twenty-four (24) hours per day, seven (7) days per week.
Limitations of Service
2.4
Service is offered subject to the availability of facilities and provisions of this tariff.
Service is furnished to the User for any lawful purpose. Service shall not be used for any
unlawful purpose, nor used in such a manner as to interfere unreasonably with the use of
service by any other Users.
The use of the Company s services without payment for service or attempting to avoid
payment for service by tTaudulent means or devices, false or invalid numbers, or false
calling or credit cards is prohibited.
The Company s services may be denied for nonpayment of charges or for other violations
of the terms and conditions set forth in this tariff.
The use of the Company s services to make Calls which might reasonably be expected to
tTighten, abuse, torment, or harass another is prohibited.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 12
SECTION 2 - RULES AND REGULATIONS (Cont'd)
Limitations of Service (Cont'
2.2.
Service temporarily may be refused or limited because of system capacity limitations.
Service is subject to transmission limitations caused by natural (including atmospheric
geographic or topographic) or artificial conditions adversely affecting transmission.
Service to any or all Customers may be temporarily interrupted or curtailed due to
equipment modifications, upgrades, relocations, repairs and similar activities necessary
for proper or improved operations.
The Company reserves the right to discontinue furnishing service where the Customer is
using the service in violation of the law or the provisions of this tariff.
Limitations of Liability
Because the Company has no control of communications content transmitted over its
system, and because of the possibility of errors incident to the provision and use of its
service, service furnished by the Company is subject to the tenns, conditions and
limitations herein specified.
The Company is not liable to Users for interruptions in service except as set forth in
Section 2.5 of this tariff.
The liability of the Company for errors in billing that result in overpayment by the
Customer shall be limited, unless otherwise ordered by the Commission, to a credit equal
to the dollar amount erroneously billed or, in the event that payment has been made and
service has been discontinued, to a refund of the amount erroneously billed.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCvll, LLC
12405 Powers court Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. I
Original Sheet No. 13
SECTION 2 - RULES AND REGULATIONS (Cont'
Limitations of Liability (Cont'd)
3.4 The Company shall not be liable for and the User shall indemnify and hold the Company
harmless against any claims for loss or damages involving:
3.4.
3.4.
3.4.
3.4.
3.4.
3.4.
3.4.
Any act or omission of: (i) the User; or (ii) any other entity furnishing service
equipment or facilities for use in conjunction with services or facilities
provided by the Company;
Interruptions or delays in transmission, or errors or defects in transmission, or
failure to transmit when caused by or as a result of acts of God, fire, flood or
other catastrophes, war, riots, national emergencies, government or military
authorities, strikes, lock-outs, work stoppages or other labor difficulties, or
causes beyond the Company s control;
Any unlawful or unauthorized use of the Company s facilities and services;
Libel, slander or infringement of copyright arising directly or indirectly from
content transmitted over facilities provided by the Company;
Infringement of patents arising from combining apparatus and systems of the
User with facilities provided by the Company;
Claims arising out of any act or omission of the User in connection with
service provided by the Company.
Breach in the privacy or security of communications transmitted over the
Company s facilities;
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 14
SECTION 2 - RULES AND REGULATIONS (Cont'd)
Limitations of Liability (Cont'd)
3.4 (Cont' d)
3.4.
3.4.1
3.4.
3.4.
3.4.
Changes in any of the facilities, operations or procedures of the Company that:
(1) render any equipment, facilities or services provided or utilized by the User
obsolete; (2) require modification or alteration of such equipment, facilities or
services; or (3) otherwise affect use or perfonnance of such equipment
facilities or services except where reasonable notice is required by the
Company and is not provided to the Customer.
Defacement of or damage to the Customer s Premises or personal property
resulting from the furnishing of services or equipment on such Premises or the
installation or removal thereof, unless such defacement is caused by negligence
or the willful misconduct of the Company s agents or employees.
Any wrongful act of a Company employee where such act is not authorized by
the Company and is not within the scope of the employee s responsibilities for
the Company;
Any noncompleted calls due to network busy conditions; and
Any calls not actually attempted to be completed during any period that service
is unavailable.
The User shall reimburse the Company for all costs, expenses and fees (including
reasonable attorneys ' fees and costs) incurred by the Company in its defense against
claims set forth in Section 2.3.4.
The Company assumes no responsibility for the availability or perfonnance of any
facilities under the control of other entities that are used to provide service to the User
even if the Company has acted as the User s agent in alTanging for such facilities or
servIces.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVll, LLC
12405 Powers court Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 15
2.4
SECTION 2 - RULES AND REGULATIONS (Cont'd)
Limitations of Liability (Cont'
2.3.
Any claim against the Company shall be deemed waived unless presented in writing to
the Company within thirty (30) days after the date of the occurrence that gave rise to the
claim.
With respect to the services provided pursuant to this tariff, the Company makes no
representations or walTanties, express or implied, either in fact or by operation of law
statutory or otherwise, including, but not limited to, walTanties of title or implied
walTanties of merchantability or fitness for a particular purpose, except those expressly
set forth in this tariff. The Company does not authorize anyone to make a walTanty or
representation of any kind on its behalf and the User should not rely on any such
statement.
Any liability of the Company for loss or damages arising out of mistakes, omissions
interruptions, delays, elTors or defects in the service, the transmission of the service, or
failures or defects in facilities furnished by the Company, occurring in the course of
furnishing service shall in no event exceed an amount equivalent to the proportionate
fixed monthly charge to the Customer for service, during the period of time in which such
mistakes, omissions, interruptions, delays, eITors or defects in the service, its transmission
or failure or defect in facilities furnished by the Company occurred.
The included tariff language does not constitute a determination by the Commission that
a limitation of liability imposed by the Company should be upheld in a court of law.
Acceptance for filing by the Commission recognizes that it is a court's responsibility to
adjudicate negligence and consequential damage claims. It is also the court'
responsibility to determine the validity of the exculpatory clause.
Responsibilities of the Customer
2.4.The Customer is responsible for placing any necessary orders, complying with tariff
regulations and ensuring that Users comply with tariff regulations. The Customer shall
ensure compliance with any applicable laws, regulations, orders or other requirements of
any governmental entity relating to services provided by the Company to the Customer or
made available by the Customer to another User. The Customer also is responsible for
the payment of charges for all Calls originated at the Customer s numbers which are not
collect, third party, calling card, or credit card Calls.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCvll, LLC
12405 Powers court Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No.
Original Sheet No. 16
2.4
SECTION 2 - RULES AND REGULATIONS (Cont'
Responsibilities ofthe Customer (Cont'd)
2.4.
2.4.
2.4.4
2.4.
2.4.
2.4.
The Customer is responsible for charges incurred for special construction and/or special
facilities which the Customer requests and which are ordered by the Company on the
Customer s behalf.
If required for the provisioning of the Company s services, the Customer must provide
the Company, free of charge, with any necessary equipment space, supporting structure
conduit and electrical power.
The Customer is responsible for arranging access to its Premises at times mutually
agreeable to the Company and the Customer when required for Company personnel to
install, repair, maintain, program, inspect or remove equipment associated with the
provision of the Company s services.
The Customer must pay the Company for replacement or repair of damage to the
Company s equipment or facilities caused by negligent or improper use on the part of the
Customer, Users, or others.
The Customer must indemnify the Company for the theft of any Company equipment or
facilities installed at the Customer s Premises.
The Customer agrees, except where the events, incidents or eventualities set forth in this
sentence are the result of the Company s gross negligence or willful misconduct, to
release, indemnify and hold harmless the Company against any and all loss, claims
demands, suits or other action or any liability whatsoever, whether suffered, made
instituted or asserted by the Customer or by any other party or person, for any personal
injury to or death of any person or persons, or for any loss of or damage to any property,
whether owned by the Customer or others. The Customer shall reimburse the Company
for all costs, expenses and fees (including reasonable attorneys' fees and costs) incurred
by the Company in its defense against such actions.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVll, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 17
SECTION 2 - RULES AND REGULATIONS (Cont'd)
Allowances for Interruptions in Service
5.1 General
1.A
1.B
1.C
A service is inteITUpted when it becomes unusable to the User the User is
unable to transmit or receive communications due to the failure of a component
furnished by the Company under this tariff.
An inteITUption period begins when the User reports a service, facility or circuit
to be inoperative and releases it for testing and repair. An inteITUption period
ends when the service, facility or circuit is operative.
If the User reports a service, facility or circuit to be inoperative but declines to
release it for testing and repair, the service, facility or circuit is considered to
be impaired but not inteITUpted. No credit allowances will be made for
service facility or circuit considered by the Company to be impaired.
Application of Credits for InteITUpted Services
At the Customer s request, a credit allowance for a continuous inteITUption of
service for more than twenty-four (24) hours will be made in an amount to be
determined by the Company on a case-by-case basis.
Any such inteITUption will be measured from the time it is reported to or
detected by the Company, whichever occurs first.
In the event the User is affected by such inteITUption for a period of less than
twenty-four (24) hours, no adjustment will be made. No adjustments will be
earned by accumulating non-continuous periods of inteITUption.
When an inteITUption exceeds twenty-four (24) hours, the length of the
inteITUption will be measured in twenty-four (24) hour days. A fraction of a
day consisting of less than twelve (12) hours will not be credited and a period
of twelve (12) hours or more will be considered an additional day.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink In - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 18
SECTION 2 - RULES AND REGULATIONS (Cont'd)
Allowances for Interruptions in Service (Cont'd)
Limitations on Allowances
No credit allowance will be made for any interruption of service:
A.l
A.3
A.5
A.6
A.7
A.8
due to the negligence of, or noncompliance with the provisions
of this tariff by, any person or entity other than the Company,
including but not limited to the Customer or other entities or
carriers connected to the service of the Company;
due to the failure of power, equipment, systems or services not
provided by the Company;
due to circumstances or causes beyond the control of the
Company;
during any period in which the Company is not given full and
free access to the Customer s or Company facilities and
equipment for the purpose of investigating and correcting the
interruption;
during any period in which the User continues to use the service
on an impaired basis;
during any period in which the Customer has released service to
the Company for maintenance purposes or for implementation of
a Customer order for a change in service arrangements;
that occurs or continues due to the Customer failure to
authorize replacement of any element of special construction;
and
that was not reported to the Company within thirty (30) days of
the date that service was affected.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCYII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. I
Original Sheet No. 19
SECTION 2 - RULES AND REGULATIONS (Cont'd)
Termination of Service
A Customer may terminate service, with or without cause, by giving the Company notice
either verbally or in writing. If the Company has a term contract, early termination
charges may apply. The Company may terminate service with cause by giving the
Customer five (5) business days' written notice. The Company may terminate service
without notice in the event of the Customer maintaining and/or operating its own
equipment in a manner that may cause imminent harm to the Company s equipment.
The Customer is responsible for all charges incurred to the Calling Station regardless of
which party terminates the service. The Customer shall reimburse the Company for all
costs, expenses and fees (including reasonable attorneys' fees and costs) incurred by the
Company in collecting such charges.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 20
SECTION 2 - RULES AND REGULATIONS (Cont'd)
Payment of Chare;es
7.4
The Customer is responsible for payment of all charges for service furnished to the User.
The Company reserves the right to assess late payment charges for Customers whose
account(s) carries principal owing from the prior billing period. Any charges not paid in
full by the due date indicated on the billing statement may be subject to a late fee of 1.
per month.
Recurring monthly charges may be invoiced one month in advance. Invoicing cycles are
approximately 30 days in length.
Customers must notify the Company either verbally or in writing of any disputed charges
within thirty (30) days of the billing date, otherwise all charges on the invoice will be
deemed accepted. All charges remain due and payable at the due date, although a
Customer is not required to pay disputed charges while the Company conducts its
investigation into the matter.
Advance Payments
The Company may require advance payments from Customers for the following services:
(1)
(2)
The construction of facilities and furnishing of special equipment; or
Temporary service for short-term use.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink In - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. I
Original Sheet No. 21
SECTION 2 - RULES AND REGULATIONS (Cont'd)
Contested Char2es
All bills are presumed accurate, and shall be binding on the Customer unless objection is received
by the Company no more than thirty (30) days after such bills are rendered. In the event that a
billing dispute between the Customer and the Company for service furnished to the Customer
cannot be settled with mutual satisfaction, the Customer may take the following course of action:
10.1 First, the Customer may request, and the Company will provide, an in-depth review of
the disputed amount. (The undisputed portion and subsequent bills must be paid on a
timely basis or the service may be subject to disconnection.
10.2 Second, if there is still a disagreement about the disputed amount after investigation and
review by the Company, the Customer may file an appropriate complaint with the Idaho
Public Utilities Commission. The address of the Commission is:
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
208-334-0300
Taxes
State and local sales, use and similar taxes or regulatory fees and assessments are billed as
separate items and are not included in the quoted rates for service.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVll, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 22
SECTION 2 - RULES AND REGULATIONS (Cont'd)
Contract Service Arranl!;ements
At the option of the Company, services may be offered on a contract basis to meet specialized
requirements of the Customer not contemplated in this tariff. The teTITIS of each contract shall be
mutually agreed upon between the Customer and the Company and may include discounts off of
rates contained herein, waiver of recurring or nonrecurring charges, charges for specially
designed and constructed services not contained in the Company s general service offerings, or
other customized features. The teTITIS of the contract may be based partially or completely on the
teTITI and volume commitment, type of originating or teTITIinating access, mixture of services or
other distinguishing features.
Special Construction
At its option, the Company may provide Customers, upon request, special construction of
facilities or services on an individual case basis ("ICB") at rates other than as set forth herein.
Special construction or ICB is construction undertaken:
13.where facilities are not presently available, and there is no other provision hereunder
for the facilities to be constructed;
13.where facilities other than those which the Company provides are requested by the
Customer;
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 23
SECTION 2 - RULES AND REGULATIONS (Cont'd)
Special Construction (Cont'd)
2.13.
2.13.4
2.13.
13.
where facilities are requested by the Customer over a route other than that which the
Company serves;
when services are requested in a quantity greater than that which the Company would
normally provide to a Customer;
when services are requested by a Customer on an expedited basis;
when services or facilities are requested on a temporary basis until such services or
permanent facilities are available.
The charges for special construction or ICB (i) are subject to individual negotiation between the
Company and the Customer, (ii) will be based upon the Company s actually incurred labor
material and other costs, and (iii) may include without limitation recurring, non-recurring, and
early termination charges.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
81. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. I
Original Sheet No. 24
SECTION 3 - DESCRIPTION OF SERVICE
Timin2 of Calls
1.1 The Customer s monthly usage charges for the Company s services are based upon the
total number of minutes the Customer uses and the service options to which the Customer
subscribes. Chargeable time begins at the time a connection is established (i.e. when
two-way communications is possible), and ends when a party terminates the connection.
1.2 No charges apply if a connection is not completed.
1.3 For billing purposes, all Calls are rounded up to the nearest minute and billed in
increments of one minute. The minimum Call duration is 1 minute for a connected Call.
1.4 Where applicable, charges will be rounded up to the nearest penny.
1.5 Usage begins when a connection is established (i.e. when two-way communication is
possible). A Call is terminated when the calling or called party terminates the
connection.
Start of Billin2
For billing purposes, the start of service is the day following acceptance by the Customer of the
Company s service or equipment. The end of service date is the last day after receipt by the
Company of notification of cancellation as described in Section 2.1 of this tariff.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. I
Original Sheet No. 25
SECTION 3 - DESCRIPTION OF SERVICE (Cont'd)
Calculation of Distance
Where applicable, usage charges for all mileage sensitive products are based on the
airline distance between rate centers associated with the originating and terminating
points of the Call.
3.2 Where applicable, the airline mileage between rate centers is determined by applying a
formula to the vertical and horizontal coordinates associated with the rate centers
involved. The Company uses the rate centers that are produced by Bell Communications
Research in their NPA-NXX V&H Coordinates Tape and Bell's NECA Tariff No. 4.
3.4 Minimum Call Completion Rate
The Customer can expect a call completion rate of at least 97% per 100 Calls attempted during
peak use periods for all services.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. I
Original Sheet No. 26
SECTION 3 - DESCRIPTION OF SERVICE (Cont'
Service Offerin2s
The Company offers local exchange telecommunications services. The Customer s total monthly
use of the Company s service is charged at the applicable rates per minute set forth herein, in
addition to any monthly service charges. None of the service offerings are time-of-day sensitive.
Leased Line Service
A leased line is a private, dedicated point-to-point connection between a Company POP
and another point on the Company s fiber-optic network specified by the Customer.
Leased line service is provided to Customers on a statewide basis, based upon the
location of the Company s facilities, with transmission speeds of either DS 1 (1.5444
Mbps), DS3 (44.736 Mbps), OC3 (155 52 Mbps), OC12 (622.08 Mbps) and OC48
(2,488.32 Mbps). A local access line may be necessary to connect the Customer network
or premise with the Company POP. This local access line may be provided to the
Customer by the Customer s local exchange carrier.
Miscellaneous Services
Order Change
An Order Change is a change in the Customer s service requested subsequent to
installation.
6.2 Bad Check Charge
If payment for Service is made by a check, draft, or similar instrument (collectively
Check") that is returned to the Company unpaid by a bank or another financial
institution for any reason, the Company will bill the Customer a returned check charge.
In addition, the Customer may be required to replace the returned Check with a payment
in cash or equivalent to cash, such as cashier s check, certified check or money order.
Reconnection
Reconnection charges occur where service to an existing Customer has been discontinued
for proper cause, and the Customer desires to resume service with the Company. Where
a Customer desires reconnection, the Customer will be charged a fee to cover the cost to
the Company of restoring service to the Customer.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVll, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. 1
Original Sheet No. 27
SECTION 4 - RATES AND CHARGES
Leased Line Service
1.1 Nonrecurring Charges
Transmission
Speed
DS1
DS3
OC3
OC12
OC48
Installation
ICB
ICB
ICB
ICB
ICB
Note: The foregoing rates represent a one time installation charge associated with the
Service.
1.2 RecutTing Charges
Transmission
Speed
DS1
DS3
OC3
OC12
OC48
Duration of Contract (in months)12 36 ICB ICB ICBICB ICB ICBICB ICB ICBICB ICB ICBICB ICB ICB
Note: The foregoing monthly rates are per DSO mile, based on V &H coordinates; local
access charges may apply.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVll, LLC
12405 Powers court Drive
St. Louis, Missouri 63131-3674
Charter Fiberlink ID - CCVII, LLC
Local Exchange Services
Idaho Public Utilities Commission Tariff No. I
Original Sheet No. 28
SECTION 4 - RATES AND CHARGES (Cont'
Promotions
From time to time, the Company may offer services or waive or vary service rates for
promotional, market research or other similar business purposes. The Company will provide
thirty (30) days prior notice to the Commission of all promotional offerings.
Bad Check Char2e
If payment for Service is made by a check, draft, or similar instrument (collectively "Check") that
is returned to the Company unpaid by a bank or another financial institution for any reason, the
Company will bill the Customer twenty-five dollars ($25.00). In addition, the Customer may be
required to replace the returned Check with a payment in cash or equivalent to cash, such as a
cashier s check, certified check or money order.
4.4 Order Char2e
An Order Charge is a charge of forty dollars ($40.00) for a change in the customer s service
requested subsequent to installation.
Reconnect Char2e
If service has been discontinued for proper cause, the Company will charge a fee of twenty-five
dollars ($25.00) to defray the cost of restoring service to the Customer.
Issued:Effective:
By: Carrie L. Cox
Director of Legal and Regulatory Affairs
Charter Fiberlink ID - CCVII, LLC
12405 Powerscourt Drive
St. Louis, Missouri 63131-3674
EXHIBIT "
BIOGRAPHICAL INFORMATION
REGARDING MANAGEMENT OF
CHARTER FIBERLINK ID - CCVII, LLC
MANAGEMENT QUALIFICATIONS
Patti Lewis - Director, Program Management and Operations - Telephony
Primary Responsibilities
Management of all projects for deployment of new markets. Oversight and management
of all back office and service delivery functions.
Experience
2001 - Present
Charter Communications
Director - Program Management
2000 - 2001
Omniplex Communications (CLEC)
VP Business Operations
1999 - 2000
Omniplex Communications (CLEC)
Project Manager (business process design & billing system integration projects)
(CLEC)
1998 - 1999
Omniplex CoI111i1unications (CLEC)
VP Service Delivery, Advanced Communications Group (CLEC)
1996 - 1998
Omniplex Communications (CLEC)
Business Operations Director, Brooks Fiber Properties (CLEC)
1995 - 1996
Nextel
Fulfillment Manager
1990 - 1995
CyberTel Cellular/ Ameritech
Project Manager
1988 - 1990
Citicorp Mortgage
Internal Audit
1986 - 1988
Ernst & Young
Public Accounting
Education:
BSBA - 1986
Certified Public Accountant -1986
Master of Finance -1991
Michael P. Cornelius - Director IP Telephony Engineering
Primary Responsibilities
Design and implementation of the IP network and oversight of telephone network
deployments.
Experience
2000 - Present
Charter Communications
Director - IP Telephony Engineering
2000
Chorus Networks-
Vice President - Technical Services
1999 - 2000
TDS Telecom
Manager - Network Architecture Planning
1997 - 1999
TDS Telecom
Director - Network Engineering
1995 - 1997
Sprint Spectrum, LP.
Network Design Manager
1987 - 1995
Ameritech, Inc.
Manager and Director - Cost Analysis, Designed Services, Network, Services
Technical Planning and Integrated Network Planning - Loop Facility/Circuit
Engineering, Provisipning Services.
Education:
Master of Business Administration - 1987
Bachelor of Science in Civil Engineering - 1982
Cisco Certified Network Associate (CCNA)
Registered Professional Engineer - State of Wisconsin
Carrie L. Cox - Director of Legal Regulatory Affairs - Telephony
Primary Responsibilities
Regulatory compliance for all telephone operations and activities.
Experience
2001 - Present
Charter Communications
Director of Legal and Regulatory Affairs - Telephone
1997 - 2001
Whyte Hirschboeck Dudek
Law Clerk and Associate Attorney
1981 - 1995
Wisconsin Bell (Ameritech)
Outside Plant Engineering
Education:
achelor of Arts - 1995
Juris Doctor - 1998
Brian Clark - Director of Financial Modeling and Fiscal Operations - Telephony
Primary Responsibilities
Responsible for all financial analysis, business modeling and reconciliation.
Experience
WilTel
Manager Tax and Treasury
CyberTel
Treasury Manager
DBX Corporation
VP Finance
Megslnet
CFO
CoreCom
VP Finance
Mission Networks
CFO
Education:
BS Business Administration - 1975
CP A in Missouri and Illinois
Mark Barber, Corporate Vice President - Telephony
Experience
2002 - Present
Charter Communications Inc.
Corporate Vice President - Telephony
2000 - 2002
Charter Communications Inc
Regional Vice-President of Advanced Services
1995 - 2000
CFW Communications, lnc;
General Manager of Cable Operations / Added Director of Engineering,
Construction, Operations, Industry Relations & Wireless Business Development
for PCS , Cellular, Cable, LMDS and Paging
1994- 1995
Comcast Corporation
Vice-President / General Manager of Venezuela - Cable
1993 - 1994
Comcast Corporation
Corporate Director of Operations Europe - Cable Telephony
1992 - 1993
Comcast Corporation
Director of Operations - Birmingham - Cable Telephony
1992
CHASE INTERNATIONAL - POLAND
Regional Manager Poland - Cable
1990 - 1991
Chase International - Poland
General Manager - Gdansk - Cable
1988 - 1990
Hauser Communications
Director of Operations - Cable
1987 - 1988
r"'......n"~;~n T-~'-"'U.""1U""", J.""'.
Vice President Sales & Marketing
1984-1986
Comsonics, Inc.
Vice-President Operations & Corporate Development
1983
Comsonics, Inc.
Manager of Repair Lab Services
1981- 1982
Comsonics, Inc.
National CATV Field Engineer
1979 - 1980
Instrumentation s Laboratories, Inc.
Regional Field Service Engineer
1973 - 1977
United States Marine Corps
Test Equipment Repair and Calibration of Radar, Radio , Nav-Aids and Test
Equipment
EXHIBIT
FINANCIAL STATEMENTS
CFI - 04-
SEE CASE FILE FOR
FORMS:
10-
lO-Q