20110204Application.pdf

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Februar 3,2011
VIA OVERNIGHT MAIL
Mrs.. Jean Jewell
Secretary to the Coinission
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
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RE: Interconnection & Reciprocal Compensation Agreement between CenturyTel of
Idaho, Inc. d//a CenturyLink and CenturyTel ofthe Gem State, Inc. d//a
Cel1turLink and Verizon Wireless
Dear Mrs. Jewell:
CeI1turyTelofIda:o, Inc. d/b/a CenturyLink and CenturTel of the Gem State, Inc. d//a
Cel1turyLirt (coiiectively "CenturyLirt") hereby submit for approval by the Idaho
Public Utilities Commission ("Commission") the enclosed Interconnection and
Reciprocal Compensation Agreement ("Agreement") which provides for interconnection
and reciprocal compensation between CenturyLink and Verizon Wireless. The
Agreement was reached through voluntary negotiations without resort to mediation or
arbitration and is submitted for approval pursuant to Section 252(e) of the
CoinUI1ications Act of 1934, as amended by the Telecommunications Act of 1996 ("the
Act") and the requirements ofIdaho Administrative Code, 31.42.01, Rule 408.
Sectio11252(e)(2) of the Act directs that a state Commission may reject an agreement
reached through voluntary negotiations only ifthe Commission finds that
· the agreement (or portion thereof) discriminates against a telecommunications
ca:ier not a party to the agreement, or
· the implementation of such agreement or portion is not consistent with the public
interest, convenience and necessity.
Cel1tutLink respectfully submits that the Agreement provides no basis for either ofthese
findings, and therefore requests that the Commission approve the Agreement
expeditiously. First, the Agreement does not discriminate against any other
teleCommunications carrer because CenturyLink has made the terms ofthe Agreement
CenturyLink
805 Broadway
Vancouver, WA 98660-3277
Phone: [phone]
FaJ(: [phone]
jackie, phillips(gcenturylink, com
Ms. Jean Jewell
Februar 3, 2011
Page 2
available to other carriers. Second, the Agreement is consistent with the public interest as
identified in the pro-competitive policies of the State of Idaho, the Commission, the U.S.
Congress and the Federal Communications Commission. The Agreement wil enable the
local cOl1ea~on to provide service to, and interconnect with, a greater I1umber of
teleeoinunics.tions customers in Idaho. Expeditious approval of this Agreement wil
facilitate i~diate Competition in the telecommunications market.
/
CenturyLink \frther requests that the Commission approve this Agreement without a
hearng and Without allowing the intervention of other paries. Because this Agreement
was reached'tliough voluntary negotiations, it does not raise issues requiring a hearng
and does not coiicem other parties not a par of the negotiations. Expeditious approval
would further the public interest.
In addition, the Agreemel1t replaces the agreement approved September 22, 2004 in Case
Nos. CEN-T-04-l/CGS-T-04-1, Order no. 29598.
Enclosed are an original and three copies of this filing. If you have any questions
regardil1g this matter, please contact me per the information included below.
G:0:P~Jackie PhilipS
Regional. Manager.Carrer Relations
cc: Legal Department, Verizon Wireless
Enclosures
C5N -'T- LC -0 ( I cr:s ---t~ LL '- L
INTERCONNECTION AND RECIPROCAL COMPENSATION
AGREEMENT
FOR THE STATE
OF
IDAHO
By and Between
CenturyLink
and
Verizon Wireless
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TABLE OF CONTENTS
1. DEFINITIONS
2. RESERVATION OF RIGHTS
3. INTERCONNECTION
4. TRASIT TRAFFIC
5. RATES AND CHARGES
6. BILLING AND PAYMENTIDISPUTED AMOUNTS
7. TRUNK PROVISIONING
8. GENERAL NETWORK MAAGEMENT
9. (Intentionally Left Blank)
10. SERVICE ORDERS
11. IMPAIRMENT OF SERVICE
12. RESOLUTION
13. TROUBLE REPORTING
14. EFFECTIVE DATE, TERM AND TERMINATION
15. (Intentionally Left Blank)
16. ASSIGNMENT
17. SECURITY DEPOSIT
18. AUDITS
19. CHANGES IN LAW
20. (Intentionally Left Blank)
21. CONTACTS BETWEEN THE PARTIES
22. DISPUTE RESOLUTION
23. ENTIRE AGREEMENT
24. EXPENSES
25. LIABILITY UPON TERMNATION
26. AMMENDMENTS
27. BINDING EFFECT
28. FORCE MAJEURE
29. INDEPENDAENT CONTRACTOR RELATIONSHIP
30. LIABILITY AND INDEMNITY
31. CONFIDENTIAL LINFORMTION
32. NOTICES
33. SEVERABILITY
34. REGULATORY AGENCY CONTROL
35. AUTHORIZATION AND AUTHORITY
ATTACHMENT I - RATES AND FACTORS
ATTACHMENT II - LOCAL NUMBER PORTABILITY
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Interconnection and Reciprocal Compensation Agreement
This Interconnection and Reciprocal Compensation Agreement ("Agreement"), dated this 22nd
day of December, 2010, is entered into by and between the CentuLirt entities listed on the
signature page ("CentuLirt"), an Idaho ILEC, and the Verizon Wireless entities listed on the
signature page ("Verizon Wireless"), an Idaho CMRS provider (CentuLirt and Verizon
Wireless may be referred to individually as a "Par" or collectively as "the Paries").
WHEREAS, Verizon Wireless is authorized by the Federal Communications Commission
("FCC") to provide commercial mobile radio service (as defined in Section 1.6, "CMRS") and
does provide such service to its end user customers; and
WHEREAS, CenturLirt is a certified provider of local exchange service; and
WHEREAS, Verizon Wireless terminates local telecommuncations traffic that originates from
CenturLirt's subscribers and CentuLirt terminates local telecommunications traffc that
originates from Verizon Wireless subscribers; and
WHEREAS, Verizon Wireless provides a point of interconnection in the CentuLirt service
areas, or interconnection with CentuLirt's network via a third pary tadem switch; and
WHEREAS, the Paries wish to establish a reciprocal compensation interconnection arangement
that compensates each other for terminating local telecommunications traffc that originates on
the other Pary's network.
NOW, THEREFORE, IN CONSIDERATION ofthe covenants contained herein, the Paries
hereby agree as follows:
1. DEFINITIONS.
1.1. "Act" means the Communcations Act of 1934, as amended, including the
Telecommunications Act of 1996.
1.2. An "AffIliate" of a Pary means a person, corporation or other legal entity that,
directly or indirectly owns or controls a Pary, or is owned or controlled by, or is
under common ownership or control with a Par. For puroses of ths definition,
the term "own" means to own an equity interest (or the equivalent thereof) of
more than 10 percent.
1.3. "Applicable Law." The term Applicable Law, as used in ths Agreement, shall
mean all effective laws, statutes, common law, governental regulations,
ordinances, codes, rules, guidelines, orders, permits and approvals of any
governental authority (including, without limitation, the Commission and the
FCC) that apply to the subject matter of this Agreement.
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1.4. "Business Day" means any weekday other than Satuday, Sunday or holiday on
which the U.S. Mail is not delivered.
1.5. "Central Offce Switch" means a switching facility from which
Telecommunications Services are provided, including but not limited to:
(a) An "End Offce Switch" or "End Offce" is used, among other things to
terminate telecommuncations traffc to end users subscribers
(b) A "Tandem Switch" or "Tandem Offce is a switching system that connects
and switches tr circuits between and among Central Office Switches, Mobile
Switching Centers, and IXC networks. A Tandem Switch can also provide Host
Offce Switch or End Offce Switch fuctions.
(c) "Mobile Switch Center" or "MSC" is a CMRS switching facility that
provides Tandem and/or End Offce switching capabilty.
(d) "Remote End Offce Switch" or "Remote End Offce" is a switch in which
the subscriber station loops are terminated. The control equipment providing
terminating, switching, signaling, transmission and related fuctions would reside
in a Host Office Switch. Local-switching capabilties may be resident in a Remote
End Office Switch.
(e) "Host Offce Switch" or "Host Offce" is a switch with centralized control
over the fuctions of one or more Remote End Office Switches. A Host Offce
Switch can serve as an End Offce Switch as well as providing services to other
Remote End Offces requiring terminating, signaling, transmission, and related
fuctions including local switching.
1.6. "CMRS" means Commercial Mobile Radio Service as defined in the Act and
C.F.R. § 20.3.
1.7. "Commission" refers to the state regulatory commission withn a state.
1.8. "Common Channel Signaling" or "CCS" means a high-speed specialized
packet switched communications network that is separate (out-of-band) from the
public packet switched and message networks. CCS cares addressed signaling
messages for individual tru circuits and/or database-related services between
Signaling Points in the CCS network using SS7 signaling protocol.
1.9. "Effective Date" is the date referenced in the first paragraph of this Agreement,
uness otherwse required by the Commission.
1. 10. "Interconnection" is as defined in 47 C.F.R. § 51.5.
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1.11. "Interconnection Facilties" - For CentuLirt, those facilities between
CentuLirt Central Offce Switch and the POI. For Verizon Wireless, those
facilties between the Verizon Wireless MSC and the POI.
1.12. "Local Exchange Carrier" or "LEC" is as defined in the Act 47 U.S.C §
153(26).
1.13. "Local Exchange Routing Guide" or "LERG" means the Telcordia reference
customarly used to identify NP A- NXX routing and homing information.
1.14. "Local Traffic" is telecommuncations traffic which originates on one Par's
network and terminates on the other Pary's network withi the same Major
Trading Area ("MTA"), as defined in 47 C.F.R. § 24.202(a), which includes but is
not limited to the CentuLirt mandatory Local Callng Area, as defined in
CenturLirt's local exchange taiffs. For puroses of determining whether
traffic originates and terminates within the same MT A, and therefore whether the
traffc is local, the location of the landline end user and the location of the cell site
that serves the mobile end user at the beginning of the call shall be used. Local
Traffic excludes Information Service Providers ("ISP") traffic (e.g., Internet, 900-
976, etc.), inter-MTA traffc, and paging traffic.
1.15. "POI" or "Point of Interconnection" means the point of demarcation where the
exchange of traffic and division of operational responsibilty between the Paries
taes place.
1.16. "PSTN" means the Public Switched Telephone Network
1 . 1 7. "Reciprocal Compensation" means an arangement between two carers in
which each receives compensation from the other carer for the transport and
termination on each carer's network of Local Traffic that originates on the
network facilties of the other carier.
1.18. "Telecommunications Services" shall have the meaning set forth in 47 USC
§153(46).
1.19. "Transit Traffc" means Local Traffc that is originated on Verizon Wireless'
network and routed through CentuLirt's network and terminated on a third-
pary telecommuncations carer's network, or that is originated on a thid-pary
telecommunications carier's network and routed through CentuLirt's network
and terminated on Verizon Wireless' network.
1.20. "Type 2A Interconnection" means a tr interconnection between a
CentuLirt Tandem and a Verizon Wireless MSC.
1 .2 1. "Type 2B Interconnection" means a tr interconnection between a
CenturLirt End Office and a Verizon Wireless MSC.
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2. RESERVATION OF RIGHTS
2.1. Unless otherwse stated differently in the Agreement, all CentuLirt obligations
are CentuLirt ILEC operating company-specific obligations and are not
obligations that are jointly-provided or otherwse shared between the listed
operating companes as a collective entity.
2.2. CentuLirt asserts that it is a "rual telephone company" as that term is defined
in the Act, 47 U.S.C. 153. CentuLirt further asserts that. Pursuant to Section
25 1 (f)(1) of the Act, CentuLirt is exempt from Section 251(c) of the Act.
Notwthstading such exemption, CenturLirt has entered into and accepted this
Agreement for puroses of exchanging traffic, as defined herein, with Verizon
Wireless. CentuLink's execution of this Agreement does not in any way
constitute a waiver oflimitation ofCentuLirt's rights under Section 25 1 (f)(1)
or 25 1 (f)(2) of the Act. Accordingly, CentuLirt expressly reserves the right to
assert its right to an exemption or waiver and modification of Section 251 (c) of
the Act, in response to other requests for interconnection by Verizon Wireless or
any other carer.
3. INTERCONNECTION
3.1. General Interconnection Requirements.
3.1.1. The Paries will maintain the existing POls already established as of
Effective Date of this Agreement.
3.1.2. Multiple POI( s) may be necessary to satisfy interconnection requirements.
3.1.3. Verizon Wireless and CentuLirt shall, where applicable, make
reciprocally available the required tr groups to handle different traffc
types. Verizon Wireless and CenturLirt will support the provisioning of
tru groups that car combined or separate Local Traffc.
3.1.4. Each Par agrees to route traffic only over the proper jurisdictional tr
group.
3.1.5. The Paries will interconnect their networks via Direct Interconnection or
via Indirect Interconnection, as described in sections 3.2 and 3.3. Where a
CentuLirt tadem exists, Verizon Wireless must establish a POI at the
tandem, as described in Section 3.2.3.
3.2. Direct Interconnection
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3.2.1 The Paries will interconnect their network facilties at mutuly agreed
upon Points ofInterconnection ("POI") on CenturLirt's network in each
LATA where Verizon Wireless has an NP AlX rated to a rate center
within the LATA.
3.2.2 End Offce Interconnection (Type 2B Interconnection)
3.2.2.1. For End Offce Interconnection, the Paries will establish POls at
the CentuLink End Offce.
3.2.2.1.1. IfCenturLirt facilties are used to connect the
Verizon Wireless network to the POI, each Par is
responsible for 50% of the recurng and non-
recuring costs of such facilties.
3.2.2.1.2. IfCentuLirt facilities are not used to connect the
Verizon Wireless network to the POI, Verizon
Wireless is responsible for 100% of the costs of such
facilities.
3.2.2.2 All traffic received by CenturLirt on a Type 2B tru group
from Verizon Wireless must terminate in the End Offce (i.e.
no tadem switching will be performed in the End Offce). All
traffic received by Verizon Wireless on a Type 2B tr group
from CentuLirt must be to an LRN or NPA NXX assigned
to the MSC (i.e., no tadem switchig will be performed in the
MSC).
3.2.2.3 For End Office Interconnection to a Remote End Office, the
POI will be the Host Offce uness otherwse made available by
CenturLir. All traffc received by the CentuLirt Host
Office must terminate to the Host Offce or one of its
subtending Remote End Offces.
3.2.3. Tandem Interconnection (Type 2A Interconnection)
3.2.3.1. For Tandem Interconnection, the Paries will establish POls at
the CentuLirt Tandem Offce.
3.2.3.2. Each Pary is responsible for all facilty costs on its side of the
POI.
3.2.3.3. Verizon Wireless shall only deliver traffic over the Type 2A
tru groups to those publicly-dialable NP A NXX codes served
by End Offces or MSCs that directly subtend the Tandem
Office.
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3.2.3.4 CentuLirt shall only deliver traffic over the Type 2A tr
groups to those Verizon Wireless LRN s or NP A NXX codes
assigned to the Verizon Wireless MSC connected to the
CenturLirt Tandem Offce.
3.3. Indirect Interconnection
3.3.1. Indirect Interconnection is the utilzation of a thrd-pary carer's
tadem switch for the purose of exchanging trafc be:teen the Paries.
For Indirect Interconnection, the POI is where the network of the thrd-
par carer's tadem switch is directly interconnected with the
terminating Par's network.
3.3.2. Verizon Wireless is responsible for all facility costs to deliver calls
originating on its network for termination on CenturLirt's network up
to the thrd-pary carer's tadem switch, as well as any transit charges
assessed by the thrd-pary carier for transiting the call to CenturLirt.
3.3.3. CentuLirt is responsible for all facility costs to deliver calls
originating on its network for termination to Verizon Wireless's network
up to the third-par carier's tadem switch, as well as any transit
charges assessed by the third-pary carier for transiting the call to
Verizon Wireless.
3.4 SS7 Out of Band Signaling (CCS/SS7) shall be the signaling of choice for
interconnecting trs, where it is techncally feasible for both Paries. Use of a
third Pary provider ofSS7 trs, for connecting Verizon Wireless to the ILEC
SS7 systems is permitted. Such connections shall meet generally accepted
industr techncal standards. Each Pary shall utilze SS7 (including but not
limÌted to lirts, point codes, and messaging) at its own cost for all interchanged
trafc irrespective of interconnection methodology. In-band signaling may only
be used if CSS/SS7 is not available.
3.5 The number of digits to be received by the terminating Par shall conform to
stadard industry practices; but in no case shall the number of digits be less than
seven (7).
3.6 CenturLirt agrees that Verizon Wireless NPA-NXs that have a rate center
located in CentuLirt's exchange or mandatory EAS callng area is Local
Trafc. Calls to such NPA-NXs will be rated pursuant to CentuLirt taiffs
and treated no less favorably than calls by Centu Link customers to other NPA-
NX with the same rate center.
4. TRANSIT TRAFIC
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4.1. CentuLirt will accept Transit Traffic originated by Verizon Wireless'
customers for termination to a third-pary telecommunications carier that is
connected to CentuLir's Tandem Switch. CenturLirt will also transit traffic
to Verizon Wireless for termination when the call originates from a third-pary
telecommuncations carer that is connected to CenturLirt's Tandem Switch.
4.2. To the extent technically feasible, the Paries involved in transporting Transit
Traffc will deliver calls to each involved network with Common Chanel
Signaling (CCS)/Signaling System 7 (SS7) protocol and the appropriate
ISUP/TCAP messages to facilitate ful interoperability and biling fuctions.
4.3. The originating carer is responsible for payment of appropriate charges to the
carier providing the transiting service and to the terminating carier. Each Pary
acknowledges that it is the responsibilty of the Par originating Transit Traffic to
enter into traffc exchange agreements with third-par telecommuncations
cariers as required by the Act. In the event one Par originates traffc
("Originating Par") that transits the second Par's network ("Transiting Par")
to reach a thrd-part telecommuncations carer with which the Originating Par
does not have a traffic exchange agreement, then the Originating Pary will
indemnify, defend and hold harless the Transiting Pary against any actions or
complaints, including any attorneys' fees and expenses, imposed by such third-
pary telecommunications carier against the Transiting Par concerng the non-
payment of charges levied by such third-pary telecommuncations carier for
such traffic. In the case ofIntraLATA Toll Traffic where CentuLirt is the
designated IntraLATA Toll provider for existing LECs, CentuLirt will be
responsible for payment of appropriate usage rates.
4.4. Where either Pary interconnects and delivers traffic to the other from third
paries, each Pary shall bil such thid paries the appropriate charges pursuant to
its respective Tariffs or contractu offerings for such third-pary terminations.
5. RATES AND CHARGES.
5.1. The Paries hereby agree to the following rates for the facilties and services to be
provided pursuant to this Agreement.
5.1.1. Facilties. The rates for facilities provided by CentuLirt are specified
in CentuLink's applicable taff and shall be biled in accordance with
the terms in Section 3.1.
5.1.2 Network Usage for Local Traffic. The Paries will bil each other
reciprocal compensation for the transport and termination of Local Traffic
at the rates set forth in Attchment 1 and by applying the Mobile-to-Land
Traffc Ratio in Attchment 1 to the total miutes of Local Traffc. A
70:30 Mobile-to-Land Traffc Ratio indicates that 70% of the tota Local
Traffic is Verizon Wireless traffc terminating to CenturLirt.
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5.1.2.1 Application of the traffc factor for calculating Mobile-to-Land
Local Traffc minutes of use is as follows: If Attchment 1
indicates a Mobile-to-Land Ratio of 70:30, the Mobile-to-Land
factor is 42.8% (30% / 70%). Verizon Wireless will multiply the
Local Traffc minutes of use biled by CentuLirt by the Mobile-
to-Land factor to arive at the Local Traffic minutes to be biled by
Verizon Wireless. Paries will bil the appropriate rate(s) for 2A,
2B and/or indirect traffic as specified on Attchment 1.
5.1.3 Network Usage for Non-Local Traffc. The Paries contemplate that
they may exchange non-local traffic over the Interconnection Facilties
provided for under this Agreement. Based upon the unque network
arangements of each Par, as well as the MTA boundaries and state
borders withn the specific coverage areas served by each Pary, the
Paries have agreed to InterMT A factors to determine the volume of non-
local traffic. Verizon Wireless agrees to pay CenturLirt for InterMTA
trafc by applying the InterMT A factor contained in Attchment 1 to the
tota traffic delivered by Verizon Wireless to CentuLirt over the local
tru groups. Fift (50) percent of such InterMTA traffc will be biled at
CentuLin's Interstate Switched Access taff rate and fift (50) percent
will be biled at CenturLirt's Intrastate Switched Access taiff rate.
5.1.4 Transit Traffc. For Verizon Wireless' traffic that transits a CentuLirt
Network Tandem Switch for termination to a third-par
telecommunications carier's network, Verizon Wireless will compensate
CentuLirt for the transiting service at the transit rate contaned in
Attchment 1.
5.2 For puroses of billng compensation for the interchange of Local Traffic, biled
minutes will be based on conversation time. Conversation time will be determined
from actul usage recordings. Conversation time begins when the originating
Pary's network receives answer supervision and ends when the originating
Par's network receives disconnect supervision.
6. BILLING & PAYMENTSIDISPUTED AMOUNTS
6.1. The Paries will bil each other on a monthy basis. Except as provided elsewhere
in this Agreement and, where applicable, in conformance with Multiple Exchange
Carer Access Biling (MECAB) guidelines and Multiple Exchange Carers
Ordering and Design Guidelines for Access Services-Industr Support Interface
(MECOD), Verizon Wireless and CentuLirt agree to exchange all information
to accurately, reliably, and properly order and bil for features, fuctions and
services provided under this Agreement.
6.2 If the procedures in the MECAB document are amended or modified, the Paries
shall implement such amended or modified procedures within a reasonable period
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of time. Each pary shall provide the other Pary the biling name, biling address,
and carier identification code. ("CIC") of the IXCs that may utilize any portion
of either Pary's network in an ALLTEL/CentuLirt Meet-Point biling ("MPB)
arangement in order to comply with the MPB notification process as outlined in
the MECAB document.
6.3 Back Biling. The Paries will bil each other in a timely maner. Neither Par
will initiate credit claims or bil the other Par for previously unbiled, under-
biled or over-biled charges for services that were provided more than one (1)
year prior to the applicable bil date. Each Pary will provide prompt notice of
any intent to claim credits or bil for charges incured more than ninety (90)
calendar days prior.
6.4 Payment. Except as otherwse provided in this Agreement, payment of amounts
biled for services provided under this Agreement, whether biled on a monthly
basis or as otherwse provided in this Agreement, shall be due, in immediately
available U.S. fuds, within fort-five (45) calendar days of the Bil Date ("Bil
Due Date"). If the Bil Due Date is a Saturday, Sunday, or has been designated a
ban holiday, payment will be made the next Business Day. Payments may be
transmitted by electronic fuds transfer. Late payment charges, if any, will be
payable in accordance with the provisions of this Agreement.
6.5 Late Payment Charges. If any undisputed amount due on a biling statement is
not received by the biling Pary by the Bil Due Date, the biling Par shall
calculate and assess, and the biled Par agrees to pay, a late payment charge on
the past due balance equal to one and one-half (1 ~%) percent per month or the
highest rate of interest that may be charged under Applicable Law, compounded
daily, for the number of days from the Bil Due Date until the date on which such
payment is made. Such late payment charges shall be included on the biling
Par's next statement to the biled Pary.
6.6 Disputed Amounts. If any portion of an amount biled by a Part under this
Agreement is subject to a good faith dispute between the Paries, the biled Par
shall give written notice to the biling Par of the amounts it disputes ("Disputed
Amounts") and shall include in such notice the specific details and reasons for
disputing each item. Disputed biling claims shall be submitted no later than the
Bil Due Date. Failure by the biled Pary to file any such claim before the Bil
Due Date means that the tota charges biled are due and payable to the biling
Pary on the Bil Due Date. Failure to fie a dispute by the Bil Due Date does
not preclude a Pary from disputing at a later date and seeking a refud provided
that the dispute is fied within one (1) year of the Bil Due Date for such disputed
charges. The biled Par may not withhold payment of amounts past the Bil
Due Date pending a later filing of a dispute, but must pay all amounts due for
which it has not provided a wrtten notice of dispute on or prior to the Bil Due
Date. If the biled Par disputes charges afer the Bil Due Date and has not paid
such charges, such charges shall be subject to late payment charges. Both
Verizon Wireless and CenturLirt agree to expedite the investigation of any
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Disputed Amounts, promptly provide all documentation regarding the amount
disputed that is reasonably requested by the other Par, and work in good faith in
an effort to resolve and settle the dispute through informal means prior to
initiating formal dispute resolution.
6.6.1 If the biled Pary disputes any charges and any portion of the dispute is
resolved in favor of the biled Par, the Paries shall cooperate to ensure
that (a) the biling Par shall credit the invoice of the biled Par for that
portion of the Disputed Amount resolved in favor of the biled Par,
together with any late payment charges assessed with respect thereto no
later than the second Bil Due Date after the resolution of the biling
dispute.
6.7 Effect of Non-Payment.
6.7.1 If the biled Pary does not remit payment of all undisputed charges on a
bil by the Bil Due Date, the biling Par may discontinue processing
orders for relevant or like services provided under tms Agreement on or
after the tenth (10th) calendar day following the Bil Due Date. The
biling Par will notify the other Pary in writing, via email or certified
mail, at least seven (7) calendar days prior to discontinuing the processing
of orders for the relevant services. If the biling Par does not refuse to
accept additional orders for service(s) on the date specified in such notice,
and the biled Pary's non-compliance continues, nothing contaned herein
shall preclude the biling Par from refusing to accept any or all
additional orders for service(s) from the non-complying Pary without
fuher notice or from biling and collecting the appropriate charges from
the biled Par. For order processing to resume, the biled Par will be
required to make full payment of all past and curent undisputed charges
under this Agreement for the relevant services. Additionally, the biling
Par may require a deposit or assurance of payment (or additional
deposit or assurance of payment) from the biled Pary. In addition to
other remedies that may be available at law or equity, the biled Par
reserves the right to seek equitable relief, including injunctive relief and
specific performance.
6.7.2 Notwthstading the above, if the biled Pary does not remit payment of
all undisputed charges on a bil by the Bil Due Date, the biling Par
may at its option and upon the wrtten notification to the appropriate State
Commission, disconnect any and all relevant or related services provided
under tms Agreement following wrtten notification to the biled Par at
least seven (7) calendar days prior to disconnection of the unpaid
service(s). Such notification may be included in a notification to refuse to
accept additional orders so long as the appropriate dates for each
consequence are listed thereÌn. If the biled Pary subsequently pays all of
such undisputed charges and desires to reconnect any such disconnected
services, the biled Pary shall pay the applicable charge set forth in this
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Agreement or in the applicable Tariff for reconnecting each service
disconnected pursuant to this paragraph. In case of such disconnection,
all applicable undisputed charges, including termination charges, shall
become due and payable. If the biling Par does not disconnect the
biled Pary's service(s) on the date specified in such notice, and the biled
Par's non-compliance continues, nothing contained herein shall
preclude the biling Pary from disconnecting all service(s) of the non-
complying Par without fuher notice or from biling and collecting the
appropriate charges from the biled Par. For reconnection of the non-
paid service to occur, the biled Par will be required to make full
payment of all past and curent undisputed charges under ths Agreement
for the relevant services. Additionally, the biling Par may require a
deposit or assurance of payment (or additional deposit or assurance of
payment) from the biled Par. In addition to other remedies that may be
available at law or equity, the biling Par reserves the right to seek
equitable relief, including injunctive relief and specifc performance.
6.7.3 Notwthstading the above, if the biling Pary is forced to underte
collection efforts for undisputed, defaulted or post-termination amounts
outstading, the biled Par is liable for reimbursement to the biling
Par any and all costs associated with the collection of such a debt
including but not limited to collection agency fees and legal fees.
7. TRUNK PROVISIONING
7.1. Capacity Planng and Forecasting. Within ninety (90) calendar days from the
Effective Date, the Paries agree to develop joint planing and forecasting
responsibilities, which are applicable to the service and facilties. Such planng
and forecasting shall be subject to any obligations of confdentiality between the
Paries and shall be used solely for planng and forecasting between them. The
failure ofVerizon Wireless to perform its obligations as specified in ths Section
7.1 may affect CenturLirt's abilty to meet Verizon Wireless' need for service
and facilities. Such responsibilties shall include, but not be limited to, the
following:
7.1.1. Verizon Wireless and CenturLink will periodically review network and
technology plans and will notify each other no later than ninety (90) days
in advance of changes that would impact the other Pary's provision of
services.
7.1.2. Verizon Wireless will fush to CentuLirt information that provides
for statewide anual forecasts listed by wire center of order activity, in-
service quantity forecasts, and facility/demand forecasts.
7.1.3. Verizon Wireless wil develop forecasting for traffc utilization over tr
groups and forecasted tr quantities as set forth in the Agreement.
13
7.1.4. Verizon Wireless shall notify CentuLirt promptly of changes greater
than ten percent (10%) to curent forecasts (increase or decrease) that
generate a shift in the demand cure for the following forecasting period.
The Paries' compliance with the requirements of this Section shall not
constitute a waiver of any rights or obligations either Pary may have
under Applicable Law relative to the offering and provisioning of services
and facilities.
7.1.5. Tru Forecasting.
7.1.5.1. Joint Forecasting. The Paries wil coordinate joint forecasting
of tr groups in accordance with Section 7.1. Intercompany
forecast information will be provided by the Paries to each other
on a mutualy agreeable schedule and in a mutully agreeable
format as appropriate for the Type 2 Interconnection
arangements provided pursuant to this Agreement twce a year.
The semi-anual forecasts will include:
7.1.5.1.1. yearly forecasted tr quatities for no less than a
two-year period (curent year, plus one year); and
7.1.5.1.2. the use of (i) CLCI, MSG codes, which are described in
Telcordia Technologies document BR 795-100-100; (ii)
circuit identifier codes as described in BR 795-400-100;
and (iii) Tru Group Serial Number ("TGSN") as
described in BR-751-100-195.
7.1.6. Major Network Projects. Description of major network projects that affect
the other Pary will be provided with the anual forecasts. Major network
projects include but are not limited to trng or network rearangements,
shifts in anticipated trafc patterns, or other activities by either Pary that
are reflected by a significant increase or decrease in tring demand for
the following forecasting period. Each Par shall make its best efforts to
notify the other Pary of any network redesigns/reconfiguations that will
affect the other Pary's facilties sufficiently in advance to enable the
affected Pary to accommodate such network redesign/reconfiguration.
The Paries shall coordinate deployment and accommodation of any such
network redesigns/reconfgurations to avoid or minimize disruption in
services provided to their End Users.
7.2. Network Redesigns Initiated by CentuLink. CentuLirt will not charge
Verizon Wireless when CentuLirt initiates its own network redesigns/
reconfigurations,
7.3. Tru Design Blocking Criteria
7.3.1 . In accordance with industr traffc engineering stadards, tr
requirements for forecasting and servicing shall be based on the blocking
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objectives shown in Table 1. Tru requirements shall be based upon a
time consistent average busy season busy hour Erlang B, P.OL factor.
Tru Group Type Design Blocking Objective
Local Direct End Offce (Primar High)as mutully agreed upon
Local Direct End Offce (Final).01%
TABLE 1
7.4. Tru Servicing
7.4.1. Orders between the Paries to establish, add, change or disconnect trs
shall be processed by using an Access Service Request (ASR). Verizon
Wireless will have administrative control for the purose of issuing ASR's
on two-way tr groups. Where one-way trs are used, CentuLirt
wil issue ASRs for tr groups for traffic that originates from
CentuLir and terminates to Verizon Wireless. The Paries agree that
neither Par shall alter tr sizing without first conferring with the other
Pary.
7.4.2. Both Paries will jointly manage the capacity of Local Interconnection
Tru Groups. Either Par may send an ASR to the other Pary to trgger
changes to the Local Interconnection Tru Groups based on capacity
assessment.
7.5. Verizon Wireless wil be responsible for engineering its network on its side of the
Point ofInterconnection (POI). CentuLirt will be responsible for engineering
its network on its side of the POI.
8. GENERA NETWORK MANAGEMENT.
8.1. Each Par shall constrct, equip, maintain, and operate its network in accordance
with good engineering practices for telephone systems and in compliance with all
applicable rules and regulations, as amended from time-to-time, of any regulatory
body empowered to regulate any aspect of the facilties contemplated herein.
Where appropriate and consistent with industr practices and upon reasonable
notice, each Pary shall make the necessar arangements to assure the other Pary
access to the point of physical interconnection for testing, maintenance, repairing
and removing facilities.
8.2. When ordered by Verizon Wireless and decided by mutul agreement
CenturLirt shall provide interconnection circuits of a quality comparable to that
provided to any other interconnected Carier between CentuLir's switchig
center and the POI located in CentuLirt's local exchange serving area. The
Paries will jointly deterine the interconnection circuit design and routing as
well as the selection of the switching center from which service will be provided.
15
Each Pary will be financially and technically responsible for establishing its
circuit capability at a designated POI.
8.3. CenturLirt agrees that Verizon Wireless may connect to one or several
CenturLirt end offces or tadems. When ordering these circuits, Verizon
Wireless shall specify the originating and terminating points for each circuit, the
bandwidth required, the transmission parameters and such other information as
CenturLir may reasonably require in order to provide the circuits. CenturLirt
and Verizon Wireless will jointly determine the design and routing of these
circuits, takg into account stadard CentuLirt and Verizon Wireless traffic
engineering methods, the availabilty of facilities and equipment and
CentuLirt's traffc routing plans.
8.4. It shall be the responsibilty of each Par to program and update its own switches
and network systems pursuant to the LERG guidelines and the Paries shall
recognize and route traffic to the other Pary's assigned NXX codes. Neither
Par shall impose any fees or charges whatsoever on the other Pary for such
activities.
9. INTENTIONALLY LEFT BLANK
10. SERVICE ORDERS.
Verizon Wireless shall order Interconnection Facilities on a per circuit basis and shall
specify at the time the circuit is ordered the date on which Verizon Wireless desires that
the service be provided. CentuLirt will process such orders in accordance with its
normal procedures for the instalation of the comparable circuits and will advise Verizon
Wireless whether or not it can meet the service date requested by Verizon Wireless and,
if not, the date by which service will be provided. If Verizon Wireless wishes that the
service be provided at an earlier date, CentuLirt will make reasonable efforts to meet
Verizon Wireless' request on the condition that Verizon Wireless agrees to reimburse
CenturLirt for all additional costs and expenses, including but limited to overtime
charges, associated with providing service at the earlier date.
11. IMPAIRMENT OF SERVICE.
The characteristics and methods of operation of any circuits, facilties or equipment of
either Pary connected with the circuits, facilities or equipment of the other Part
pursuant to this Agreement shall not interfere with or impair service over any facilities of
the other Pary, its affiliated companies, or its connecting carers involved in its service,
cause damage to their plant, violate any applicable law or regulation regarding the
invasion of privacy of any communcations cared over the Pary's facilities or create
hazards to the employees if either Pary or to the public (each hereinafter referred to as an
"Impairment of Service ")
12. RESOLUTION.
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If either Par causes an Impairment of Service, the Par whose network is being
impaired (the "Impaired Pary") shall promptly notify the Pary causing the Impairment
of Service (the "Impairing Par") of the natue and location of the problem and that,
uness promptly rectified, a temporar discontinuace of the use of any circuit, facilty or
equipment may be required. The Impairing Par and the Impaired Pary agree to work
together to promptly resolve the Impairment of Service. If the Impairing Par is unable
to promptly remedy the Impairment of Service, then the Impaired Pary may at its option
temporarly discontinue the use of the affected circuit, facility or equipment.
13. TROUBLE REPORTING.
In order to facilitate trouble reporting and to coordinate the repair of interconnection
Facilities, trus, and other interconnection arangements provided by the Paries under
this Agreement, each Pary has established a single point of contact available 24 hours
per day, seven days per week, at telephone and facsimile numbers to be provided by the
Parties. Each Pary shall call the other at these respective telephone numbers to report
trouble with connection facilities, trs, and other interconnection arangements to
inquire as to the status of trouble tickets numbers in progress, and to escalate trouble
resolution.
Before either Pary reports a trouble condition, it must first use its reasonable efforts to
isolate the trouble to the other Par's facilities, service and arangements. Each Par
will advise the other of any critical nature of the inoperative facilties, service and
arangements and any need for expedited clearance of trouble. In cases where a Pary has
indicated the essential or critical need for restoration of the facilities, services or
arangements, the other Pary shall use its best efforts to expedite the clearance of trouble.
14. EFFECTIVE DATE, TERM AND TERMINATION.
14.1 Effective Date. Ths Agreement shall be deemed effective on the date stated in the
first paragraph of ths Agreement ("Effective Date"). However, if either Par has
any outstading past due obligations to the other Par or any of the other Pary's
affiiates, this Agreement will not be effective until such time as any past due
obligations with the other Par are paid in fulL. No order or request for services
under this Agreement shall be processed before the Effective Date, except as
otherwse agreed to in writing by the Paries. No order or request for services
under this Agreement shall be processed before a customer account with
CenturLirt is established and any implementation, planng, and forecasting
requirements as described in this Agreement have been completed.
14.2 Term. This Agreement shall continue in effect for two years after the Effective
Date (the "Initial Term"), uness terminated earlier as may be otherwse allowed
under the Agreement. If neither Pary elects to terminate this Agreement as of the
last day ofthe Initial Term, this Agreement shall continue in force and effect on a
month-to-month basis (each one-month period constituting a "Follow-on Term")
unless and until termnated as provided in this Agreemeiit.
17
14.3 Notice of Termination. Either Verizon Wireless or CentuLirt may terminate
this Agreement effective upon the expiration of the Initial Term or any Follow-on
Term by providing written notice of termination ("Notice of Termination") at
least one hundred sixty (160) calendar days in advance of the applicable date of
termination. The Pary receiving the Notice of Termination shall have 30 days to
provide the Pary providing the Notice of Termination written confirmation,
indicating whether the Pary receiving the Notice of Termnation wishes to pursue
a successor agreement or terminate the Agreement. If a Par wishes to pursue a
successor agreement with the other Pary, such Pary shall include with its wrtten
confrmation or Notice of Termination, as applicable, a wrtten request ("BFR")
to commence negotiations with the other Par under Section 251/252 of the Act.
14.4 Effect on Termination of Negotiating Successor Agreement. If either Verizon
Wireless or CentuLirt provides Notice of Termination and either Verizon
Wireless or CentuLink has requested negotiation of a new interconnection
agreement pursuat to Section 14.3, during the period of negotiation of the
successor agreement the rates, terms and conditions of this Agreement shall
continue in full effect and each Pary shall continue to perform its obligations and
provide the services described herein until the earliest occur of (i) execution of a
successor agreement, (ii) expiration of the negotiation period (as determined by
the date of the BFR or other written, mutul agreement), or (iii) if a Par has filed
for arbitration under §252 of the Act, .the issuance of an order, whether a fmal
non-appealable order or not, by the Commission or FCC, approving an agreement
resulting from the resolution of the issues set fort in such arbitration. The
foregoing shall not apply to the extent that this Agreement is otherwse terminated
in accordance with Section 14.6 (Termination Upon Default).
14.5 Termination and Post-Termination Continuation of Services. If either Verizon
Wireless or CenturLirt provides Notice of Termination pursuat to Section 14.3
and, by 11 :59 p.m. Central Time on the proposed date of termination, neither
Verizon Wireless nor CentuLirt has requested negotiation of a new
interconnection agreement, (a) this Agreement will terminate at 11 :59 p.m.
Central Time on the termination date identified in the Notice of Termination, and
(b) the services and fuctions being provided by the Paries under this Agreement
at the time of termination will be terminated. Verizon Wireless may request that
such services or fuctions continue to be provided (i) pursuant to terms and
conditions made available to other Telecommunications Service providers, if any;
or (ii) terms and conditions available under Section 252(i) of the Act, if elected by
Verizon Wireless. If Verizon Wireless elects to have such services or fuctions
continue pursuant to terms and conditions available under Section 252(i) of the
Act, the continuation of such services and fuctions shall be governed by the
terms and conditions adopted by Verizon Wireless under Section 252(i).
14.6 Suspension or Termination Upon Default. Either Par may suspend or terminate
this Agreement, in whole or in par, in the event of a Default (defined below) by
the other Pary; provided, however, that the non-defaulting Pary notifies the
18
defaulting Pary in wrting of the Default and the defaulting Pary does not cure
the Default within thirt (30) calendar days of receipt of wrtten notice thereof.
Following CenturyLirt's notice to Verizon Wireless of its Default, CentuLirt
shall not be required to process new service orders until the Default is timely
cured.
"Default" is defined to include:
(a) A Par's insolvency or the initiation of banptcy or receivership
proceedings by or against the Pary; or
(b) The revocation by the Commission of a Pary's Certificate of Operating
Authority, or
(c) A Par's violation of any material term or condition of the Agreement; or
(d) A Par's refusal or failure in any material respect properly to perform its
obligations under this Agreement, including but not limted to its refusal
or failure to pay undisputed charges (pursuant to Section 6) withn forty-
five (45) calendar days after the bil date.
14.7 Liability Upon Termnation. Termination of this Agreement, or any par hereof,
for any cause shall not release either Pary from any liability (i) which, at the time
of termination, had already accrued to the other Pary, (ii) which thereafter
accrues in any respect though any act or omission occurng prior to the
termination, or (iii) which accrues from an obligation that is expressly stated in
this Agreement to surive termination.
14.8 Predecessor Agreements.
14.8.1 Except as stated in Section 14.8.2 or as otherwse agreed in writing by the
Paries:
14.8.1.1 any prior interconnection agreement between the Paries for the
State of Idaho pursuant to Section 252 of the Act and in effect
immediately prior to the Effective Date is hereby terminated; and
14.8.L.2any services that were purchased by one Pary from the other
Par under a prior interconnection agreement between the Paries
for the State of Idaho pursuant to Section 252 of the Act and in
effect imediately prior to the Effective Date, shall as of the
Effective Date be subject to the prices, terms and conditions of
this Agreement.
14.8.2 Except as otherwse agreed in writing by the Paries, if a service
purchased by a Pary under a prior interconnection agreement between
the Paries pursuat to Section 252 of the Act was subject to a contractua
commitment that it would be purchased for a period of longer than one
month, and such period had not yet expired as of the Effective Date and
the service had not been terminated prior to the Effective Date, to the
extent not inconsistent with ths Agreement, such commitment shall
remain in effect and the service will be the prices, terms and conditions of
19
this Agreement; provided, that if this Agreement would materially alter
the terms of the commitment, either Pary make elect to cancel the
commitment.
14.8.3 If either Par elects to cancel the commitment, the purchasing Pary shall
not be liable for any termination charge that would otherwse have
applied. However, if the commitment was cancelled by the purchasing
Pary, the purchasing Par shall pay the difference between the price of
the service that was actully paid by the purchasing Par under the
commitment and the price of the service that would have applied if the
commitment had been to purchase the service only until the time that the
commitment was cancelled.
15. INTENTIONALLY LEFT BLANK
16. ASSIGNMENT
Neither Pary may assign or transfer (whether by operation oflaw or otherwise) this
Agreement (or any rights or obligations hereunder) to a thrd Par without the prior
written consent of the other Par which consent will not be uneasonably withheld;
provided that either Pary may assign ths Agreement to an Affliate by providing not less
than thir (30) days prior written notice to the other Par of such assignment or
transfer. Any attempted assignment or transfer to a third pary that does not receive prior
consent or notice as required herein is void ab initio. Without limiting the generality of
the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the
Paries' respective successors and assigns.
17. SECURITY DEPOSIT
17.1. Centu Lirt reserves the right to secure the account at any time with a suitable
security deposit in the form and amounts set fort herein. If payment of the
security deposit is not made within thirt (30) days of the request, CentuLir
may stop processing orders for service and Verizon Wireless will be considered in
material breach of the Agreement.
17.2. Securty deposits shall take the form of cash or cash equivalent, an irrevocable
letter of credit or other form of security acceptable to CenturLirt.
17.3. If a securty deposit is required on a new account, Verizon Wireless wil remit
such security deposit prior to inauguration of service. If a securty deposit is
requested or increased for an existing account, payment of the security deposit
will be made prior to acceptace by CenturLirt of additional orders for service.
17.4 Securty deposits shall be in an amount equa to two (2) months' estimated bilings
as calculated by CenturLirt, or twce the most recent month's invoices from
CentuLirt for existing accounts. All securty deposits will be subject to a
minimum deposit level of$lO,OOO.
20
17.5 The fact that a security deposit has been made in no way relieves Verizon
Wireless from complying with CentuLirt's regulations as to advance payments
and the prompt payment of bils on presentation, nor is it a waiver or
modification of the regular practices ofCenturLirt for the discontinuance of
service for non-payment of any sums due CentuLirt.
17.6 CenturLirt may require an increase in the security deposit when (i) the amount
of the deposit curently held by CentuLirt is less than two (2) months'
estimated bilings, or (ii) when gross monthy biling has increased beyond the
level initially used to determine the securty deposit.
17.7 Any securty deposit shall be held by Centu Lirt as a guantee of payment of
any charges for services biled to Verizon Wireless pursuant to this Agreement or
in connection with any other services provided to Verizon Wireless by
CentuLirt. CentuLirt may exercise its right to credit any cash deposit to
Verizon Wireless's account, or to demand payment from the issuing ban or
bonding company of any irrevocable ban letter of credit, upon the occurence of
anyone of the following events:
17.7.1. when Verizon Wireless's undisputed balances due to CenturLirt are
more than thi (30) Days past due; or
17.7.2. when Verizon Wireless files for protection under the banptcy laws;
or
17.7.3. when an involunta petition in banptcy is filed against Verizon
Wireless and is not dismissed within sixty (60) Days;
17.7.4. when this Agreement expires or terminates;
17.7.5. any letter of credit issued hereunder or any ban issuing a letter of credit
hereunder (each, a "Letter of Credit Ban") fails to meet the terms,
conditions, and requirements set fort below in this Section; or
17.7.6. Verizon Wireless fails to provide CentuyLirt with a replacement letter
of credit on the terms set forth herein at least ten (l0) Business Days
prior to the expiration of any letter of credit issued to CentuLirt
hereunder.
17.8. If any securty deposit held by CentuLirt is applied as a credit toward payment
ofVerizon Wireless's balances due to CentuLirt, then CentuLirt may
require Verizon Wireless to provide a new deposit. If payment of the new deposit
is not made within thirt (30) Days of the request, CentuLir may stop
processing orders for service and Verizon Wireless will be considered in breach
of the Agreement.
21
17.9. Any securty deposit may be held during the continuace of the service as securty
for the payment of any and all amounts accrung for the service. No interest will
accrue or be paid on deposits.
17.10. Any letter of credit issued to CenturLirt hereunder must meet the following
requirements:
17.10.1 The ban issuing any letter of credit hereunder (the "Letter of Credit
Ban") must maintain a minium credit rating of A (by Stadard &
Poor's) or A2 (by Moody's). IfVerizon Wireless proposes that the letter
of credit be issued by a ban that is not so rated by Stadard & Poor's or
Moody's, then Verizon Wireless must obtain the prior wrtten approval
by CenturyLirt to use such ban as the Letter of Credit Ban.
17.10.2. The original letter of credit shall be in such form and on terms that are
acceptable to CentuLirt and must include an automatic one-year
renewal extension.
17.10.3. IfVerizon Wireless receives notice from the Letter of Credit Ban of
any non-renewal of a letter of credit issued hereunder, then Verizon
Wireless shall promptly notify CentuLirt of such notice of non-
renewal. Not later than ten (10) Business Days prior to the expiration of
the letter of credit, Verizon Wireless shall provide CentuLirt a
replacement letter of credit on substatially identical terms to the
existing letter of credit (or such other terms as are acceptable to
CenturLirt). IfVerizonWireless provides a replacement letter of
credit not later than 10 Business Days prior to the expiration of the
expiring letter of credit, then CenturLirt shall not make a drawing
under the expiring letter of credit. Upon receipt of a replacement letter
of credit meeting the requirements set forth in this Agreement,
CentuLirt will provide the original, expiring letter of credit to
Verizon Wireless.
17.10.4. IfVerizon Wireless desires to replace any letter of credit issued to
CentuLirt hereunder, whether due to non-renewal or otherwse, each
such replacement letter of credit and the Letter of Credit Ban issuing
such replacement letter of credit must meet the terms, conditions and
requirements set forth in this Section.
18. AUDITS
18.1 Biling Audits. Except as may be otherwse specifically provided in this
Agreement, either Pary ("Auditing Pary") may audit the other Par's ("Audited
Par") books, records, documents, facilities and systems for the purose of
evaluating the accuracy of the Audited Pary's bils and invoicing. Such audits
may be performed once in each Contract Year; provided, however, that audits
may be conducted more frequently (but no more frequently than once in each
22
contract quarer) if the immediately preceding audit found previously uncorrected
net inaccuracies in biling in favor of the Auditing Par having an aggregate
value of at least $50,000. For puroses of this Section, "Contract Year" means a
twelve (12) month period durng the term of the Agreement commencing on the
Effective Date and each anversar thereof.
18.1.1. Audit Expenses. Audits shall be performed at the Auditing Pary's
expense, uness the audit found biling errors or inaccuracies in favor of
the Auditing Par, in which case the Audited Par shall reimburse the
Auditing Par for its expense in performing said audit. There shall be no
charge for reasonable access to the Audited Pary's employees, books,
records, documents, facilties and systems necessary to assess the
accuracy of the Audited Par's bils.
18.1.2. Overcharges or Undercharges. If any audit confirms any overcharge, then
the biling Par (or the Par that biled for services at more than the
appropriate charge) shall promptly correct any billng error, including
refuding any overpayment by the other Pary in the form of a credit on
the invoice for the first ful biling cycle after the Paries have agreed
upon the accuracy of the audit results. If any audit confirms any
undercharge, then the biled Pary (or the Pary that was provided services
at less than the appropriate charge) shall immediately compensate the
biling Par for such undercharge. In each case of overcharge or
undercharge, such rectifying credits and/or payments will be subject to
interest at the lesser of one and one-half (1 ~%) percent per month or the
highest rate of interest that may be charged under Applicable Law,
compounded daily, for the number of days from the date on which such
undercharge or overcharge originated until the date on which such credit
is issued or payment is made and available, as the case may be.
18.1.3. Disputes. Any disputes concernng audit results shall be referred to the
Paries' designated representative( s) who have authority to settle the
dispute. If these individuas canot resolve the dispute within thir (30)
calendar days of the referral, the matter shall be resolved in accordance
with the procedures set forth in Section 22 regarding dispute resolution.
18.2 Traffc Audits. On thirt (30) calendar days' wrtten notice, each Pary must
provide the other the abilty and opportty to conduct an anual audit to ensure
the proper routing and biling of traffic. The audit shall be accomplished durng
normal business hours at an office designated by the Par being audited. Audit
requests shall not be submitted more frequently than one (1) time per Contract
Year. Audits shall be performed by a mutually acceptable independent auditor
paid for by the Pary requesting the audit.
19. CHANGES IN LAW
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19.1. Except as provided in the terms and conditions, ths Agreement shall be subject to
any and all changes in Applicable Law, including but not limited to changes to
rues and regulations that subsequently may be prescribed by any federal, state or
local governental authority having competent jurisdiction.
19.2. To the extent that the Paries have agreed to any terms and conditions set fort in
this Agreement that do not reflect or fully reflect the extent of the Paries'
respective rights and/or obligations under Applicable Law for good and valuable
consideration though the process of good faith negotiations, a subsequent change
in Applicable Law may not be given effect in this Agreement, though the
amendment process or otherwse, without the mutul consent of both Paries.
20. INTENTIONALLY LEFT BLANK
21. CONTACTS BETWEEN THE PARTIES
Each Par shall update its own contact information and escalation list and shall provide
such information to the other Pary for puroses of inquiries regarding the
implementation of this Agreement. Each Pary shall accept all inquiries from the other
Par and provide a timely response. CentuLirt will provide and maintain its contact
and escalation list in its CentuLirt Service Guide ("Guide") as amended and updated
from time to time. The Guide is provided to Verizon Wireless on CenturLirt's
Website, and any updates also will be provided on the Website in the event such
information changes. Information contained in the Guide will include a single contact
telephone number for CenturLirt's CMRS Service Center (via an 800#) that Verizon
Wireless may call for all ordering and status inquiries and other day-to-day inquiries
between 8 a.m. and 5 p.m., Monday though Friday (except holidays). In addition, the
Guide wil provide Verizon Wireless with contact information for the personnel and/or
organzations within CenturLirt capable of assisting Verizon Wireless with inquiries
regarding the ordering, provisioning and biling of interconnection servces. Included in
ths information will be the contact information for a person or persons to whom Verizon
Wireless can escalate issues dealing with the implementation of the Agreement and/or for
assistace in resolving disputes arising under the Agreement.
22. DISPUTE RESOLUTION
The following provisions apply to dispute resolution under the Agreement, except that
the terms of Section 6 of ths Aricle apply to the resolution of any biling disputes.
22.1 Alternative to Litigation
22.1.1 Except as provided under Section 252 of the Act with respect to the
approval of ths Agreement by the Commission, the Paries desire to
resolve disputes arsing out of or relating to this Agreement without
litigation. Accordingly, except for an action seeking a temporar
restraining order or an injunction related to the puroses ofthis
Agreement, or suit to compel compliance with this dispute resolution
process, the Paries agree to use the following alternative dispute
24
resolution procedures as the sole remedy with respect to any controversy
or claim arsing out of or relating to this Agreement or its breach.
22.1.2 Each Pary agrees to promptly notify the other Par in wrting of a dispute
and may in the dispute notice invoke the informal dispute resolution
process described in Section 22.2. The Paries wil endeavor to resolve the
dispute withi thirt (30) days afer the date ofthe dispute notice.
22.2 Negotiations. At the wrtten request of a Pary, each Par will appoint a
knowledgeable, responsible representative to meet and negotiate in good faith to
resolve any dispute arising out of or relating to this Agreement. The Paries
intend that these negotiations be conducted in a business-to-business fashion. It
shall be left to each Pary to select its own representative( s) for such
negotiations. The location, format, frequency, duration, and conclusion of these
discussions shall be left to the discretion of the representatives. Upon agreement,
the representatives may utilize other alternative dispute resolution procedures
such as mediation to assist in the negotiations. Discussions and correspondence
among the representatives for puroses of these negotiations shall be treated as
confdential information developed for puroses of settlement, exempt from
discovery, and shall not be admssible in the proceedings described below or in
any lawsuit without the concurence of all Paries. Documents identified in or
provided with such communications, which are not prepared for puroses of the
negotiations, are not so exempted and may, if otherwse discoverable, be
discovered or otherwse admssible, be admitted in evidence, in the arbitration or
lawsuit. Unless otherwse provided herein, or upon the Paries' agreement, either
Pary may invoke formal dispute resolution procedures including arbitration or
other procedures as appropriate, not earlier than thirt (30) days after the date of
the dispute notice, provided the Pary invoking the formal dispute resolution
process has in good faith negotiated, or attempted to negotiate, with the other
par.
Notwthstanding any provision herein to the contrar, if the dispute arses from a
service affecting issue either Party may immediately seek formal dispute
resolution under 22.3.
22.3 Formal Dispute Resolution.
22.3.1 The Paries agree that all unesolved disputes arising under ths Agreement,
including without limitation, whether the dispute in question is subject to
arbitration, shall be submitted to the Commission for resolution in
accordance with its dispute resolution process and the outcome of such
process wil be binding on the Paries, subject to any right to appeal a
decision reached by the Commission under applicable law.
22.3.2 If the Commission does not have or declines to accept jurisdiction over
any dispute arising under this Agreement, or if the Paries mutually agree,
the dispute shall be submitted to binding arbitration by a single arbitrator
25
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. A Par may demand such arbitration in accordance with the
procedures set out in those rules. Discovery shall be controlled by the
arbitrator and shall be permitted to the extent set out in this section or
upon approval or order of the arbitrator. The arbitration hearng shall be
commenced within ninety (90) days of the demand for arbitration. The
arbitration shall be held in Idao, uness otherwise agreed to by the Paries
or required by the FCC. The arbitrator shall control the scheduling so as
to process the matter expeditiously. The arbitrator shall rule on the dispute
by issuing a written opinion within thrt (30) days afer the close of
hearngs. The arbitrator has no authority to order puntive or consequential
damages. The times specified in this section may be extended upon mutul
agreement of the Paries or by the arbitrator upon a showing of good
cause. Judgment upon the award rendered by the arbitrator may be entered
in any cour having jurisdiction.
22.4 Costs. Each Pary shall bear its own costs of these procedures. A Par seeking
discovery shall reimburse the responding Par the reasonable costs of
production of documents (including search time and reproduction costs). The
Paries shall equally split the fees of the arbitration and the arbitrator.
22.5 Continuous Service. The Paries shall continue providing services to each other
during the pendency of any dispute resolution procedure, and the ,Paries shall
continue to perform their obligations (including making payments in accordance
with Section 6) in accordance with this Agreement. However, during the
pendency of any dispute resolution procedures, CentuLirt reserves the right
not to accept new Verizon Wireless service orders if undisputed charges are not .
brought curent, but only until such undisputed charges are brought curent.
23. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the Paries pertaining to the subject
matter of this Agreement and supersedes all prior agreements, negotiations, proposals,
and representations, whether wrtten or oral, and all contemporaneous oral agreements,
negotiations, proposals, and representations concerng such subject matter. No
representations, understadings, agreements, or waranties, expressed or implied, have
been made or relied upon in the making of ths Agreement other than those specifically
set fort herein.
24. EXPENSES
24.1 If Verizon Wireless makes a request that involves expenditues or costs not
otherwse covered under this agreement, CenturLirt will provide a quote to
Verizon Wireless in a timely maner and Verizon Wireless must agree to accept
the quoted charges prior to CenturyLirt's initiation of work. Likewise, if
CenturLirt makes a request that involves expenditues, costs or arangements
not otherwse covered under this agreement, Verizon Wireless will provide a
26
quote to CenturLirt in a timely maner and CentuLirt must agree to accept
the quoted charges prior to Verizon Wireless implementing such request.
24.2 Except as specifically set out in tIDS Agreement, each Pary shall be solely
responsible for its own expenses involved in all activities related to the subject of
ths Agreement.
25. LIABILITY UPON TERMNATION.
Termination of this Agreement, or any par hereof, for ((ause, shall not release either
Pary from any liability which at the time of termination had already accrued to the other
Pary or wIDch thereafter accrues in any respect due to any act or omission occurng
prior to the termination of an obligation wIDch is expressly stated in tIDS Agreement to
surive termination.
26. AMENDMENTS.
Any amendment, modification, or supplement to ths Agreement must be in writing and
signed by an authorized representative of each Pary. The term "ths Agreement" shall
include future amendments, modifications and supplements.
27. BINDING EFFECT.
This Agreement shall be binding on and inure to the benefit of the respective successors
and permitted assigns of the Paries.
28. FORCE MAJEURE.
In the event performance oftIDs Agreement, or any obligations hereunder, is directly or
indirectly prevented, restricted or interfered with by reason of fire, flood, earhquae, or
like acts of God, wars, revolutions, civil commotion, explosion, acts of public enemy,
embargo, acts of the governent in its sovereign capacity, labor diffculties, including
without limitation, strikes, slowdowns, picketing, or boycotts, unavailabilty of
equipment from the vendor, changes requested by the other Pary, or any other
circumstace beyond the reasonable control and without the fault or negligence of the
Pary affected, the Pary affected, upon giving prompt notice to the other Par, shall be
excused from such performance on a day-to-day basis to the extent of such prevention,
restriction, or interference (and the other Pary shall likewise be excused from
performance of its obligations on a day-to-day basis until the delay, restriction, or
interference has ceased); provided however, that the Pary so afected shall use dilgent
efforts to avoid or remove such causes of nonperformance and both Paries shall proceed
whenever such causes are removed or cease.
29. INDEPENDENT CONTRACTOR RELATIONSHIP.
The persons implementing tIDS Agreement on behalf of each Pary shall be solely that
Par's employees or contractors and shall be under the sole and exclusive direction and
27
control of that Par. They shall not be considered employees of the other Par for any
purose. Each Pary shall remain an independent contractor with respect to the other and
shall be responsible for compliance with all laws, rules, regulations involving, but not
limited to, employment of labor, health and safety, working conditions and payment of
wages. Each Pary shall also be responsible of the payment of taes, including federal,
state and muncipal taxes, chargeable or assessed with respect to its employees, such as
Social Security, unemployment, worker's compensation, disability insurance, liabilty,
and state withholding. Each Par shall indemnify the other for any loss, damage,
liability, claim, demand, or penalty that may be sustained by reason of its failure to
comply with this provision.
30. LIABILITY AND INDEMNITY
30.1 Indemnfication. Each Par agrees to release, indemnfy, defend, and hold
harless the other Pary, its Affiliates and any third-Par provider or operator of
facilities involved in the provision of services or facilities under this Agreement
(collectively, the "Indemnfied Paries") from all losses, claims, demands,
expenses, suits, or other actions, or any liability whatsoever, including, but not
limited to, costs and attorney's fees, whether suffered, made, instituted, or
asserted by any other Par or person, for invasions of privacy, personal injur to
or death of any person or persons, for losses, damages, or destrction of propert,
whether or not owned by others, proximately caused by the indemnifying Par's
negligence or willful misconduct, regardless of form of action.
30.2 End User and Content-Related Claims. Each Par agrees to release, indemnfy,
defend, and hold harless the Indemnfied Paries from all losses, claims,
demands, damages, expenses, suits or other actions, or any liability whatsoever,
including, but not limited to, cost and attorney's fees, sufered, made, instituted,
or asserted by the indemnifying Par's end users against the Indemnfied Par
arising from provision of the services or facilities. Each Pary fuer agrees to
release, indemnify, defend, and hold harless the Indemnfied Paries from all
losses, claims, demands, damages, expenses, suits, or other actions, or any
liability whatsoever, including but not limited to cost and attorney's fees,
sufered, made, instituted, or asserted by any third par against an Indemnfied
Par arsing from or in any way related to actu or alleged defamation, libel,
slander, interference with or misappropriation of proprieta or creative right, or
any other injur to any person or propert arising out of content transmitted by the
Indemnfying Pary or the Indemnfying Par's end users, or any other act or
omission of the Indemnfying Par or the Indemnifying Pary's end users.
30.3 Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRAY
IN THIS AGREEMENT, EACH PARTY MAKES NO REPRESENTATIONS
OR WARRNTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC
QUALITY OF ANY SERVICES OR FACILITIES PROVIDED UNDER THIS
AGREEMENT. EACH PARTY DISCLAIMS, WITHOUT LIMITATION, ANY
WARNTY OR GUARATEE OF MERCHANTABILITY OF FITNSS
28
FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE.
30.4 Limitations of Liabilty. Each Pary's liabilty, whether in tort of otherwse, shall
be limited to direct damages, which shall not exceed the pro rata portion of the
monthly charges for the services or facilties for the time period durng which the
services or facilties provided pursuat to ths Agreement are inoperative, not to
exceed in tota each Part's monthly charge to the other Par. Under no
circumstance shall a Par be responsible or liable for indirect, incidental, or
consequential damages, including, but not limited to, economic loss or lost
business or profits, damages arising from the use or provision of services
hereunder.
31. CONFIDENTIAL INFORMTION
31.1 Identification. Either Par may disclose to the other proprietar or confdential
customer, technical, or business information in written, graphic, oral or other
tagible or intangible forms ("Confidential Inormation"). In order for
information to be considered Confdential Information under this Agreement, it
must be marked "Confdential" or "Proprieta," or bear a marking of similar
import. Orally or visually disclosed information shall be deemed Confdential
Information only if contemporaneously identified as such and reduced to writing
and delivered to the other Par with a statement or marking of confdentiality
within thrty (30) calendar days afer oral or visua disclosure.
31.2 Handling. In order to protect such Confidential Information from improper
disclosure, each Pary agrees:
(a) That all Confdential Information shall be and shall remain the exclusive
property of the source;
31.3 Exceptions. These obligations shall not apply to any Confdential Information
. that was legally in the recipient's possession prior to receipt from the source, was
received in good faith from a thrd pary not subject to a confidential obligation to
the source, now is or later becomes publicly known through no breach of
confidential obligation by the recipient, was developed by the recipient without
the developing persons having access to any of the Confdential Information
received in confidence from the source, or that is required to be disclosed
pursuat to subpoena or other legal process issued by a cour or adminstrative
agency having appropriate jurisdiction; provided, however, that, the recipient
shall give prior notice to the source before disclosing Confdential Information
and shall reasonably cooperate if the source deems it necessar to seek protective
arangements.
31.4 SurivaL. The obligation of confdentiality and use with respect to Confdential
Information disclosed by one Pary to the other shall surive any termination of
29
ths Agreement for a period of three (3) years from the date of the initial
disclosure of the Confdential Information.
32. NOTICES
Any notice to a Pary required or permtted under this Agreement shall be in writing and
shall be deemed to have been received on the date of service if served personally, on the
date receipt is acknowledged in wrting by the recipient if delivered by regular U.S. mail,
or on the date stated on the receipt if delivered by certified or registered mail or by a
courier service that obtains a wrtten receipt. Notice may also be provided by facsimile,
which shall be effective on the next business day following the date of transmission. The
Par receiving the notice by facsimile will provide wrtten confirmation to the other
Par. Any notice shall be delivered using one of the alternatives mentioned in this
section and shall be directed to the applicable address indicated below or such address as
the Par to be notified has been designated by giving notice in compliance with this
section.
If to Verizon Wireless:If to CenturyLink:
Legal Deparent -Director - Contract Management
Interconnection CentuLink
VERIZON WIRELESS 5454 W. 1l0th St.
1300 I Street NW KSOPKJ0201-207
Suite 400 West Overland Park, KS 66211
Washington, D.C. 20005
Tel: [phone]
With a Copy To:
Network Interconnection Senior Attorney
VERIZON WIRELESS CenturLirt - External Affairs
1120 Sanctu Parkway 805 Broadway St.
Alpharett, GA 30004 MS: VVA\TANJ010l
Tel: [phone] Vancouver, WA 98660
33. SEVERAILITY
If any provision of this Agreement is held by a cour or regulatory agency of competent
jursdiction to be unenforceable or invalid under Applicable Law, such unenforceabilty
or invalidity shall not render unenforceable or invalid any other provision of this
Agreement, and this Agreement shall be constred as if it did not contain such
unenforceable or invalid provision; provided, that if the unenforceable or invalid
pro"ision is a material provision of this Agreement, or the unenforceabilty or invalidity
materially affects the rights or obligations of a Par hereunder or the ability of a Pary to
30
perform any material provision of this Agreement, the Paries shall promptly renegotiate
in good faith and amend in writing ths Agreement in order to make such mutuly
acceptable revisions to this Agreement as may be required in order to conform the
Agreement to Applicable Law. If such amended terms canot be agreed upon within a
reasonable period, either Pary may, upon written notice to the other Pary, terminate this
Agreement without penalty or liability for such termination.
34. REGULATORY AGENCY CONTROL.
34.1. This Agreement shall at all times be subject to changes, modifications, orders, and
ruling by the FCC and/or the Commission to the extent the substace of this
Agreement is or becomes subject to the jurisdiction of such agency. CentuLirt
and Verizon Wireless fuher agree that the terms and conditions of this
Agreement where composed in order to effectuate the legal requirements in effect
at the time the Agreement was produced. Notwthstading anytng herein to the
contrar, if, as a result of any effective decision, order or determination of any
judicial, legislative, or regulatory authority with jursdiction over the subject
matter thereof, it is determned that any Part is not required to fuish any
service, facilty or arangement or benefit required to be fushed or provided to
the other Pary hereunder, then that Par may discontinue or alter the provision of
any such service, facilty, arangement, or benefit to the extent permitted by any
such decision, order, or determination by providing 30 days prior wrtten notice to
the other Pary, unless a different notice period or different conditions are
specified in this Agreement (including, but not limited to, in applicable taiff or
applicable law) for termination of such service, in which event such specified
period and/or conditions shall apply.
34.2. In the event that any of the rates, terms and/or conditions herein, or any of the
laws or regulations that were the basis or rationale for such rates, terms, and/or
conditions in the Agreement are invalidated, modified, or stayed by any action of
any state or federal regulatory or legislative bodies or cours of competent
jurisdiction, the affected provision shall be immediately invalidated, modified, or
stayed, consistent with the action of the regulatory agency, legislative body, or
cour upon the written request of either Pary. In such event, the Paries shall
expend dilgent efforts to arive at a wrtten agreement regarding the appropriate
conforming modifications to the Agreement. If negotiations fail, disputes between
the Paries concernng the interpretations of the actions required or provisions
affected by such governental actions shall be resolved pursuant to the dispute
resolution process provided for in this Agreement.
35. AUTHORIZATION AND AUTHORITY
Each person whose signatue appears on this Agreement represents and warants that he
or she has authority to bind the Par on whose behalf he or she has executed this
Agreement. Each Par represents he or she has had the opportunty to consult with legal
counsel of his, her or its choosing, and Verizon Wireless has not relied on CentuLirt's
31
counselor on representations by CenturyLink's personnel not specifically contained in
this Agreement, in entering into this Agreement.
IN WITNESS WHEREOF, each Part has caused this Agreement to be executed by its duly
authorized representatives.
"CenturyLink"
CenturyTel of Idaho, Inc. d/b/a CenturyLink~:.turyTel o~centurLink
Name: Michael R. Hunsucker
Title: Director - Contract Management
Date: (i,.ii.~(O
"Verizon Wireless"
Cellco Partnership d/b/a Verizon Wireless
Cellular, Inc. Financial Corporation d/b/a Verizon Wireless
ID Holding, LLC d/b/a Verizon Wireless
By WWC License LLC, Its Member
Idaho 6 - Clark Limited Partnership d//a Verizon Wireless
By: CommNet Cellular Inc., Its Managing Agent
Idaho RSA 3 Limited Partership d/b/a Verizon Wireless
By Verizon Wireless (VA W) LLC, Its General Parer
Idaho RSA NO.2 Limited Partnership d//a Verizon Wireless
By Verizon Wireless (V A W) LLC, Its General Partner
RCC Minnesota, Inc.
~ d//a Verion Wireless
Name: Walter L. Jones, Jr.
Title:
(.2 ~Date:
32
ATTACHMENT 1
RATES AND FACTORS
Rates are determined according to the traffic volume exchanged between Verizon Wireless and
the specific CenturLirt ILEC as follows:
Small category:
Medium category:
Large category:
Less than 1 milion minutes of use per month
Between 1 milion and 3 milion minutes of use per month.
Over 3 milion minutes of use per month.
"Mobile-Land Traffic Ratio" indicates: Percentage of Local Traffic terminating to CentuLirt /
Percentage of Local Traffic terminating to Verizon Wireless
S llC Cmaate! ory ompanies
End
Offce 2AI Mobile-Land
CenturyLink ILEC (28)Indirect Traffc InterMTA Transit
State Company Name OCN Rate Rate Ratio Factor Rate
Arkansas CenturvLink of Arkansas 1705 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Mountain
Arkansas Home 1711 0.012 0.012 70/30 7.0%0.00475
Arkansas CenturvLink of Redfield 1720 0.012 0.012 70/30 7.0%0.00475
Arkansas CenturvLink of S. Arkansas 1727 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Colorado,
Colorado Inc 2208 0.012 0.012 70/30 3.0%0.00475
Idaho CenturvLink of Idaho 2225 0.012 0.012 70/30 1.0%0.00475
CenturyLink of the Gem
Idaho State, Inc.4437 0.012 0.012 70/30 1.0%0.00475
CenturyLink of Central IN,
Indiana INC 0747 0.012 0.012 70/30 2.0%0.00475
Indiana CenturvLink of Odon, Inc.0801 0.012 0.012 70/30 2.0%0.00475
Iowa CenturvLink of Chester 1126 0.012 0.012 70/30 25.0%0.00475
CenturyLink of Postvile,
Inc.1274 0.012 0.012 70/30 25.0%0.00475
CenturyLink of Central LA,
Louisiana LLC.0423 0.012 0.012 70/30 7.0%0.00475
Louisiana CenturvLink of Chatham 0427 0.012 0.012 70/30 7.0%0.00475
CenturyLink of East LA,
Louisiana LLC 0440 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Evangeline,
Louisiana LLC.0434 0.012 0.012 70/30 7.0%0.00475
CenturyLink of North LA,
Louisiana LLC 0436 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Northwest
Louisiana LA, Inc.0431 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Ringgold,
Louisiana LLC 0439 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Southeast
Louisiana LA, Inc.0424 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Southwest
Louisiana LA, LLC.0442 0.012 0.012 70/30 7.0%0.00475
33
Michiaan CenturvLink N. Michigan 0705 0.012 0.012 70/30 1.0%0.00475
CenturyLink Upper
Michiaan 0689 0.012 0.012 70/30 1.0%0.00475
Mississippi CenturvLink of North MS 0458 0.012 0.012 70/30 3.0%0.00475
Oreaon CenturvLink of E Oreaon 2361 0.012 0.012 70/30 5.0%0.00475
Oreaon CenturvLink of Oreaon 2395 0.012 0.012 70/30 5.0%0.00475
Tennessee CenturvLink of Adamsvile 0552 0.012 0.012 70/30 5.0%0.00475
Tennessee CenturvLink of Claiborne 0557 0.012 0.012 70/30 5.0%0.00475
CenturyLink of Ooltewah-
Tennessee Colleaedale 0574 0.012 0.012 70/30 5.0%0.00475
CenturyLink of Port
Texas Aransas 2117 0.012 0.012 70/30 15.0%0.00475
Texas CenturvLink of Lake Dallas 0.012 0.012 70/30 15.0%0.00475
Texas CenturvLink of San Marcos 2140 0.012 0.012 70/30 15.0%0.00475
Washinaton CenturvLink of Cowiche 2410 0.012 0.012 70/30 8.0%0.00475
Washinaton CenturvLink of Inter Island 2422 0.012 0.012 70/30 8.0%0.00475
Wisconsin CenturvLink of F-B-A, Inc.0877 0.012 0.012 70/30 7.0%0.00475
Wisconsin CenturvLink of Forestvile 0884 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Larsen
Wisconsin Readfield 0898 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Monroe
Wisconsin CountY 0913 0.012 0.012 70/30 7.0%0.00475
Wisconsin CenturvLink of Northern Wi 0956 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Northwest
Wisconsin Wi 0950 0.012 0.012 70/30 7.0%0.00475
CenturyLink of Southern
Wisconsin Wi 0931 0.012 0.012 70/30 7.0%0.00475
Wvomina CenturvLink of Wyoming 2299 0.012 0.012 70/30 3.0%0.00475
34
e IUm a ee:or OmDanieS
End
Offce 2A/Mobile-Land
CenturyLink ILEC (28)Indirect Traffc InterMTA Transit
State Company Name OCN Rate Rate Ratio Factor Rate
CenturyLink of GulfTel
Alabama Comm.0298 0.0075 0.0095 67.5/32.5 8.0%0.00425
CenturyLink of Coastal
Georcia Comm.0356 0.0075 0.0095 67.5/32.5 8.0%0.00425
CenturyLink of Gallatin
Illnois River 1057 0.0075 0.0095 67.5/32.5 4.0%0.00425
CenturyLink Midwest-
Michiaan Michiaan 0671 0.0075 0.0095 67.5/32.5 1.0%0.00425
CenturvLink of Michigan 0702 0.0075 0.0095 67.5/32.5 1.0%0.00425
Minnesota CenturvLink of Minnesota 1445 0.0075 0.0095 67.5/32.5 2.0%0.00425
Missouri Soectra Comm. Group 1151 0.0075 0.0095 67.5/32.5 7.0%0.00425
Wisconsin CenturvLink of Central Wi 1159 0.0075 0.0095 67.5/32.5 7.0%0.00425
CenturyLink of Midwest-
Wisconsin Kendall 0924 0.0075 0.0095 67.5/32.5 7.0%0.00425
Wisconsin CenturvLink of Wisconsin 0895 0.0075 0.0095 67.5/32.5 7.0%0.00425
Wisconsin Teleohone USA 1155 0.0075 0.0095 67.5/32.5 7.0%0.00425
CenturyLink of Midwest Wi
Wisconsin (0922)0922 0.0075 0.0095 67.5/32.5 7.0%0.00425
Wisconsin CenturvLink of Midwest Wi 0934 0.0075 0.0095 67.5/32.5 7.0%0.00425
Wisconsin CenturvLink of Midwest Wi 0959 0.0075 0.0095 67.5/32.5 7.0%0.00425
CenturyLink of Midwest Wi
Wisconsin (0842 0841 0.0075 0.0095 67.5/32.5 7.0%0.00425
CenturyLink of Midwest Wi
Wisconsin (0858 0857 0.0075 0.0095 67.5/32.5 7.0%0.00425
CenturyLink of Midwest Wi
Wisconsin (0971 0970 0.0075 0.0095 67.5/32.5 7.0%0.00425
North CenturyLink of MebTel
Carolina Comm.0485 0.0075 0.0095 67.5/32.5 2.0%0.00425
Md.C t c
35
L c cariieate2:ory ompanies
End
Offce 2A/Mobile-Land
CenturyLink ILEC (2B)Indirect Traffc InterMTA Transit
State ComDanv Name OCN Rate Rate Ratio Factor Rate
Alabama CenturvLink of S. Alabama 9788 0.0065 0.0085 65/35 8.0%0.00375
CenturyLink of Northern
Alabama Alabama 9789 0.0065 0.0085 65/35 8.0%0.00375
Total CenturyLink of
Alabama, LLC
CenturyLink of Central
Arkansas Arkansas 1144 0.0065 0.0085 65/35 7.0%0.00400
CenturyLink of NW Ark
Arkansas (1142)1142 0.0065 0.0085 65/35 7.0%0.00400
CenturyLink of NW Ark
Arkansas (1143)1143 0.0065 0.0085 65/35 7.0%0.00400
Total CenturyLink of NW
Arkansas, LLC
Colorado CenturvLink of Eaale 2185 0.0065 0.085 65/35 3.0%0.00400
CenturyLink of Belle-
Missouri Hermann 9785 0.0065 0.0085 65/35 7.0%0.00375
CenturyLink of Central
Missouri Missouri 9784 0.0065 0.085 65/35 7.0%0.00375
CenturyLink of Southern
Missouri Missouri 9786 0.0065 0.0085 65/35 7.0%0.00375
CenturyLink of SW
Missouri Missouri 9787 0.0065 0.0085 65/35 7.0%0.00375
Total CenturyLink of
Missouri, LLC
Montana CenturvLink of Montana 2249 0.0065 0.085 65/35 1.5%0.00400
Ohio CenturvLink of Ohio 0630 0.0065 0.0085 65/35 5.0%0.00400
Washinaton CenturvLink of Wash ina on 2408 0.0065 0.0085 65/35 8.0%0.00400
36
II. OTHER PRICING
1. Non-Recuring Charges (NRCs)
New Account Establishment is a one-time charge applied the first time thatservice is ordered. $203.50
2.LNP Routing Dip charge Appropriate taiff
37
ATTACHMENT II LOCAL NUMBER PORTABILITY
1.0 NUMBER PORTABILITY
1.1 Definitions.
For puroses of this Section 1.0 governng number portbilty, the following
definitions shall apply:
1.1.1 "Coordinated Hot Cut (CHC)" - A Coordinated Hot Cut is a combined
and simultaneous effort between local service providers to perform the
completion of a local service request order, where requested by the
Recipient Par, or where required by techncal limitations that preclude
the use of a Ten-Digit Unconditional Trigger.
1 . 1 .2 "Donor Pary" - The Donor Par is the Pary that is receiving the number
port request and is relinquishing the ported number.
1.1.3 "Local Routing Number (LRN" - A Local Routing Number is a ten (l0)-
digit number that is assigned to the network switching elements for the
routing of calls in the network.
1.1.4 "Permanent Number Portbilty" (PNP) is the in-place long-term method
of providing Number Portbility (NP) using the LRN method.
1.1.5 "Recipient Par" - The Recipient Par is the Part that is initiating the
number port request and is receiving the ported number.
1.1.6 "Ten-Digit Unconditional Trigger Method (TDT)" - TDT is an industry-
defined PNP solution that utilzes the ten-digit Local Routing Number to
provide for an automated process that permits the work at the Recipient
Par's switch to be done autonomously from the work at the Donor
Pary's switch resulting is less downtime to the end-user.
1.2 Number Portbilty (NP).
1.2.1 Each Pary will provide Number Portbilty ("NP") in accordance with the
Act, and applicable FCC rules, regulations and orders.
1 .2.2 A Par requesting a number to be ported must send the other providing
Pary a Local Service Request (LSR) or Wireless Port Request (WPR).
For the puroses of this Attchment, LSR shall mean either LSR or WPR,
as applicable. If a Par requests that the other Par port a number, the
Paries shall follow the "Local Number Portbility Ordering Process" set
fort in CenturLirt Service Guide, which will comply with applicable
FCC rules, regulations and orders.
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1.2.2.1 The LSR wil have a requested due date that is not less than the
stadard interval of four (4) Business Days.
1.2.2.2 Both Paries agree to provide a Firm Order Confirmation (FOC) to
the Recipient Pary within 24 hours from the time a LSR is
received.
1.2.2.3 For puroses of this Aricle, the Donor Par may request to use a
project management approach for the implementation of LSRs for
large quatities of numbers ported from a single End User location,
within a given state. For puroses of this provision, "large
quatities" shall mean seventy-five (75) or more numbers. The
Donor Par also may request to use a project management
approach for the implementation of LSRs for complex ports, which
shall be defined as those ports that include complex switch
translations (e.g., Centrex, ISDN, AIN services, remote call
forwarding, or multiple services on the loop). Under such
managed projects ("projects"), the Paries may negotiate
implementation details including, but not limited to: due dates,
cutover intervals and times, coordination of technical resources,
and completion notice.
1.2.3 The Pary receiving the LSR will bil the service order charges set fort in
Section 1.4 for each LSR received. The Pary receiving the LSR will bil
an Initial Service Order Charge for each initial LSR submitted. A
Subsequent Service Order Charge applies to any modification to an
existing LSR.
1.2.4 (Intentionally omitted)
1.2.5 Regardless of the number of Location Routing Numbers (LRNs) used by
Verizon Wireless in a LATA, CentuLirt will route trafc destined for
Verizon Wireless' End User Customers via direct truing where direct
truing has been established. In the event that direct tring has not
been established, such traffic shall be routed via Tandem Switch.
1.2.6 When either Par receives an unqueried call from the other Pary to a
telephone number that has been ported to another local services provider
or CMRS provider, the transit rate and the LNP routing dip charge as
specified in Attchment 1 will apply.
1.2.7 Neither Pary shall be required to provide Number Portbility under this
Agreement for excluded numbers defined by FCC orders or other
Applicable Law, as updated from time to time, including but not limited
to: 500 NP As; 900 NP As; 950 and 976 NX number services; and OCS
NXXs (i.e., numbers used internally by either Pary for its own business
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puroses). The term "Official Communcations Service (OCS)" means the
internal telephone numbers used by CentuLirt or Verizon Wireless.
1.2.8 When a ported telephone number becomes vacant, e.g. the number is no
longer in service by the original End User Customer, the ported telephone
number will snap-back to the LERG assigned thousands block holder or
the NX code holder if pooling is being utilzed in the Rate Center.
1.2.9 The Recipient Pary will be responsible for the End User Customer's other
telecommunications-related items, e.g., E9l 1, Directory Listings, Operator
Services, Line Information Database (LIDB), when it ports the End User's
telephone number in its switch.
1.3 Cut-Over Process for Number Porting Orders
1.3.1 TDT Cut-Overs.
1.3.1.1 Where techncally feasible, both Paries will use PNP-LRN cut-
overs, which rely upon the Ten-Digit Unconditional Trigger
Method (TDT) for porting numbers. CentuLirt will update its
CentuLirt Service Guide to identify the circumstaces of which
it is aware where use of TDT is not technically feasible.
1.3 .1.2 The Donor Pary agrees to set the ten-digit unconditional trigger by
5:00 p.m. Central Time on the day before the scheduled due date.
1.3.1.3 The Donor Pary agrees to remove the ten-digit unconditional
trigger on the next Business Day, no earlier than 11 :59 a.m., after
the scheduled due date for the port and replace with a PNP trgger,
unless the Recipient Pary requests otherwse by contacting the
Donor Pary and submitting a supplemental order.
1.3.2 Coordinated Hot Cuts (CHC).
1.3.2.1 Where the Paries agree or are required to implement a
Coordinated Hot Cut (CHC) to effectuate a service cut-over, the
Paries shall follow the process and procedures for such CHCs set
forth in the CentuLirt Service Guide.
1 .3 .2.2 Pricing for Coordinated Hot Cut.
1.3.2.2.1 When a Recipient Pary orders Coordinated Hot Cut
(CHC) service, the Donor Par shall charge, and the
Recipient Par shall pay, the applicable time,
additional Time and Material Charges set fort in
Section 1.4.
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1.3.2.2.2 For calculating "time" and/or "additional time" labor
charges, the time shall begin when the Donor Par
receives the call from Recipient Par and ends when
the Paries disconnect from the calL.
1.4 Non-Recuring Charges (NCs)
Pre-ordering
EZ View Customer Record Search $ 2.50
Manual Customer Record Search
(applies to accounts w/ over 30 lines)$ 31.66
Custom Handling
Service Order Expedite:
All LSRs (In addition to Service Order Charge) $11.70
All other Expedite Charges per Access Tariff Special Access Tarff
Ordering
"Service Order Charge" all for LSRs (including Number Portbility LSRs)
Initial Simple LSR $11.70
Initial Complex LSR $51.50
Subsequent LSR $11.70
Coordinated Hot Cut
Stadard Interval - Per 1/2. Hour -for first hour $30.72
Additional Interval - per If hour $26.97
Time and Material ICB
Application of Pricing
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Pre-ordering:
"Customer Record Search" applies when Verizon Wireless requests a sumar of the
services curently subscribed to by the End User Customer. Charge is dependent on
whether Customer Record Search was accessed through EZ View or had to be manually
retrieved and provided. All Customer Records for accounts with over 30 lines canot be
accessed through EZ View and must be manually retreved.
Ordering:
"Initial Service Order" (ISO) applies to every Local Service Request (LSR).
A "Simple" ISO charge applies to every LSR submitted that contains 1 - 9 numbers.
A "Complex" ISO charge applies to every LSR submitted that contains in excess of 10 or
more numbers.
"Subsequent Service Order" applies to any modification to an existing LSR.
Custom Handling (These NRCs are in addition to any Pre-ordering or Ordering and
Provisioning NRCs):
"Service Order Expedite" applies if Verizon Wireless requests service prior to the
stadard due date intervals. Additional time and material charges may also apply if
expedite is accepted.
"Coordinated Conversion" applies if Verizon Wireless requests notification and
coordination of service cut-over prior to the service becoming effective.
"Hot Coordinated Conversion (lst 1/2 Hour)" applies ifVerizon Wireless requests real-
time coordination of a service cut-over that taes one hour or less.
"Hot Coordinated Conversion (per add'll¡ Hour)" applies, in addition to the Hot Coordinated
Conversion (1st Hour), for every 15-minute segment of real-time coordination ofa service cut-
over that taes more than one hour
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