20130418Application.pdf

- 1 TM
v CenturyLinkTM . CENTURYLINK
1600 7th Avenue, Room 1506
Seattle, Washington 98191
[phone]
Facsimile [phone]
Maura E. Peterson
Paralegal
Regulatory Law
Via Overnight delivery
April 17, 2013
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case No.CT3O/_/CTI3OI
Application for Approval of Interconnection Agreement
Qwest Communications Company, LLC dlb/a CenturyLink QCC
Dear Ms. Jewell:
Enclosed for filing is an original and three copies of the Application for Approval of an
Interconnection Agreement between CenturyTel of the Gem State, Inc. and CenturyTel of
Idaho, Inc. dlb/a CenturyLink and Qwest Communications Company, LLC dfb/a
CenturyLink QCC. CenturyLink respectfully requests that this matter be placed on the
Commission Decision Meeting Agenda for expedited approval.
Please contact me if you have any questions concerning the enclosed. Thank you for your
assistance in this matter.
AMaura\E.Zerson
MEP:ldj
cc: Service list
www.centurylink.com
Lisa A Anderl (WSBA# 13236)
CenturyLink
1600 7th Ave, Room 1506
Seattle, WA 98191
Telephone: [phone]
Facsimile: [phone]
[e-mail]
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
APPLICATION OF CENTURYLINK FOR
APPROVAL OF THE
INTERCONNECTION AGREEMENT
FOR THE STATE OF IDAHO PURSUANT
TO 47 U.S.C. §252(e)
CASE NO.: 1 3 - 0 1
APPLICATION FOR APPROVAL OF
INTERCONNECTION
CenturyTel of the Gem State, Inc. and CenturyTel of Idaho, Inc. dlb/a CenturyLink
("CentuiyLink") hereby files this Application for Approval of Interconnection Agreement
("Agreement"). The Agreement with Qwest Communications Company, LLC d/b/a
CenturyLink QCC ("CenturyLink QCC") is submitted herewith.
This Agreement was reached through voluntary negotiations without resort to mediation
or arbitration and is submitted for approval pursuant to Section 252(e) of the Communications
Act of 1934, as amended by the Telecommunications Act of 1996 (the "Act").
Section 252(e)(2) of the Act directs that a state Commission may reject an agreement
reached through voluntary negotiations only if the Commission finds that: the agreement (or
portion(s) thereof) discriminates against a telecommunications carrier not a party to this
agreement; or the implementation of such an agreement (or portion) is not consistent with the
public interest, convenience and necessity.
CenturyLink respectfully submits that this Agreement provides no basis for either of
these findings, and, therefore requests that the Commission approve this Agreement
expeditiously. This Agreement is consistent with the public interest as identified in the pro-
competitive policies of the State of Idaho, the Commission, the United States Congress, and the
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT -
CUSTER TELEPHONE BROADBAND SERVICES, LLC
• Federal Communications Commission. Expeditious approval of this Agreement will enable
CenturyLink QCC to interconnect with CenturyLink facilities and to provide customers with
increased choices among local telecommunications services.
CenturyLink further requests that the Commission approve this Agreement without a
hearing. Because this Agreement was reached through voluntary negotiations, it does not raise
issues requiring a hearing and does not concern other parties not a party to the negotiations.
Expeditious approval would further the public interest.
Respectfully submitted this day of April, 2013.
CENT
qk7v lA--
Lisa A. Anderl
Attorney for Cen Link
.
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT -
CUSTER TELEPHONE BROADBAND SERVICES, LLC
CERTIFICATE OF SERVICE
I hereby certify that on this day of April 2013, I served the foregoing
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT upon all
parties of record in this matter as follows:
Jean Jewell, Secretary Hand Delivery
Idaho Public Utilities Commission U. S. Mail
472 West Washington Street X Overnight Delivery
P.O. Box 83720 Facsimile
Boise, Idaho 83720-0074 Email
iiewell(,puc.state.id.us
Qwest Communications Company LLC Hand Delivery
X U.S.Mail
Overnight Delivery
Facsimile
Email
A le,
Leslie Johnsortj
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT -
CUSTER TELEPHONE BROADBAND SERVICES, LLC
DocuSign Envelope ID: 6EB9C581 -4990-46A4-ABE3-629C31 Bi 01A5
.
TRAFFIC EXCHANGE AGREEMENT
EFFECTIVE AS OF APRIL 10, 2013
BY AND BETWEEN
CENTURYTEL OF THE GEM STATE, INC dibla CENTURYLINK
CENTURYTEL OF IDAHO, INC dlbla CENTURYLINK
AND
QWEST COMMUNICATIONS COMPANY, LLC, DBA CENTURYLINK QCC
FOR THE STATE OF IDAHO
DocuSign Envelope ID: 6EB9C581 -4990-46A4-ABE3-629C31 Bi 01A5
TABLE OF CONTENTS
PREFACE& RECITALS .............................................................................................................................................1
ARTICLE I: PURPOSE, INTENT AND SCOPE OF AGREEMENT .........................................................................2
1.PURPOSE OF THE AGREEMENT .................................................................................................2
2.INTENT OF THE AGREEMENT ....................................................................................................2
3.SCOPE OF THE AGREEMENT ......................................................................................................2
ARTICLE II: DEFINITIONS .......................................................................................................................................
4. GENERAL RULES ........................................................................................................................... 3
5 . DEFINITIONS .................................................................................................................................. 3
ARTICLE III: GENERAL TERMS & CONDITIONS .............................................................................................. 13
6. APPLICATION OF THESE GENERAL TERMS & CONDITIONS ............................................. 13
7. EFFECTIVE DATE, TERM & TERMINATION ........................................................................... 13
8. APPLICABLELAW....................................................................................................................... 15
9. AMENDMENTS ............................................................................................................................
ASSIGNMENT ...............................................................................................................................
16
10. 16
11. ASSURANCE OF PAYMENT ....................................................................................................... 16
12. AUDITS .......................................................................................................................................... 17
13. AUTHORIZATION AND AUTHORITY ...................................................................................... 19
14. BILLING AND PAYMENTS/DISPUTED AMOUNTS .................................................................. 20
15. CAPACITY PLANNING AND FORECASTS ............................................................................... 21
16. CHANGES IN LAW ....................................................................................................................... 22
17. CLEC PROFILE .............................................................................................................................23
18. CONFIDENTIAL INFORMATION ............................................................................................... 23
19. CONSENT ...................................................................................................................................... 24
20. CONTACTS BETWEEN THE PARTIES ...................................................................................... 24
21. CONTACTS WITH CUSTOMERS ................................................................................................ 25
22. COUNTERPARTS ......................................................................................................................... 25
23 . DISPUTE RESOLUTION .............................................................................................................. 25
24. ENTIRE AGREEMENT ................................................................................................................. 26
25. EXPENSES ..................................................................................................................................... 26
26. FORCE MAJEURE ......................................................................................................................... 27
27. FRAUD ........................................................................................................................................... 27
28 GOOD FAITH PERFORMANCE 27
29. HEADINGS .................................................................................................................................... 27
30. INTELLECTUAL PROPERTY ...................................................................................................... 27
31. LAW ENFORCEMENT ................................................................................................................. 29
32. LIABILITY AND INDEMNIFICATION ....................................................................................... 29
33. NETWORK MANAGEMENT ....................................................................................................... 32
34. NON-EXCLUSIVE REMEDIES .................................................................................................... 33
35. NOTICE OF NETWORK CHANGES ............................................................................................ 33
36 . NOTICES ........................................................................................................................................
ORDERING ....................................................................................................................................
33
37. 34
38. POINTS OF CONTACT FOR QCC CUSTOMERS ....................................................................... 34
39. PUBLICITY AND USE OF TRADEMARKS ................................................................................ 34
40. REFERENCES ............................................................................................................................... 35
41. RELATIONSHIP OF THE PARTIES.............................................................................................
42. RESERVATION OF RIGHTS........................................................................................................ 35
43. STANDARD PRACTICES ............................................................................................................. 36
44. SUBCONTRACTORS .................................................................................................................... 36
45. SUCCESSORS AND ASSIGNS -BINDING EFFECT .................................................................36
46. SURVIVAL .................................................................................................................................... 36
.
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. 47. TAXES ............................................................................................................................................
48. TBD PRICES ..................................................................................................................................
49. TECHNOLOGY UPGRADES........................................................................................................ 37
50. TERRITORY .................................................................................................................................. 37
51. THIRD-PARTY BENEFICIARIES ................................................................................................ 38
52. UNAUTHORIZED CHANGES...................................................................................................... 38
53. USE OF SERVICE ..........................................................................................................................
WAIVER .........................................................................................................................................
38
54. 38
55. WITHDRAWAL OF SERVICES ................................................................................................... 38
ARTICLE IV INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC 39
56. SERVICES COVERED BY THIS ARTICLE ............................................................................................
57. NETWORK INTERCONNECTION METHODS ........................................................................................ 39
58. INTERCONNECTION TRUNKING REQUIREMENTS .............................................................................. 43
59. MUTUAL COMPENSATION FOR TRANSPORT, TERMINATION, AND TRANSITING................................49
60. APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS ........................................................... 54
ARTICLE V: MAINTENANCE ................................................................................................................................ 55
61. GENERAL MAINTENANCE & REPAIR REQUIREMENTS .............................................................. 55
62 MAINTENANCE & REPAIR PROCEDURES 55
63 ESCALATION PROCEDURES 55
64 EMERGENCY RESTORATION 56
65 MISDIRECTED REPAIR CALLS 56
66. PRICING ........................................................................................................................................... 56
ARTICLE VI: ADDITIONAL SERVICES ................................................................................................................ 57
67. NUMBER PORTABILITY ............................................................................................................. 57
. 68.
69.
ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY ........................................ 58
911 EMERGENCY SERVICES .....................................................................................................59
70. 911 TRANSIT SERVICE..........................................................ERROR! BOOKMARK NOT DEFINED.
71. DIRECTORY LISTINGS & DIRECTORY DISTRIBUTION .......................................................59
72. DIRECTORY ASSISTANCE ................................................................................................................. 64
73. NETWORK INTERFACE DEVICE ........................................................................................................ 64
ARTICLE VII: PRICING ........................................................................................................................................... 66
74 GENERAL PRICING 66
75. INTERCONNECTION PRICING .................................................................................................. 67
SIGNATUREPAGE ................................................................................................................................................... 68
S
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AGREEMENT
PREFACE & RECITALS
This Traffic Exchange Agreement (the "Agreement), is entered into by and between CenturyTel of Idaho
Inc., d/b/a CenturyLink; CenturyTel of the Gem State, Inc., d/b/a CenturyLink, each of which is an
Incumbent Local Exchange Carrier in the State of Idaho (doing business as "CenturyLink"), and Qwest
Communications Company, LLC d/b/a CenturyLink QCC, in its capacity as a certified provider of local
wireline Telecommunications Service in the State of Idaho, ("QCC") CenturyLink and CLEC are herein
referred to collectively as the "Parties" and each individually as a "Party" provided however, that even
though this Agreement refers to the Incumbent Local Exchange Carriers doing business as 'CenturyLink"
by a single name, the terms and provisions of this Agreement shall apply separately and independently
with respect to each of such separate, legal, entities, not as a collective group, and the exercise,
assertion, application, waiver or enforcement of each and any of the terms, obligations, duties, liabilities,
rights, privileges or other interests embodied in this Agreement by or against any of such Incumbent Local
Exchange Carriers shall pertain, in each instance, only with respect to a single, individual Incumbent
Local Exchange Carrier, and shall not be deemed to apply in an aggregate fashion to any of the other
Incumbent Local Exchange Carriers who are signatory parties to this Agreement, unless mutually agreed
upon in a separate written instrument executed by each affected entity. Thus, for example, separate
orders, arrangements and facilities must be made by QCC with respect to interconnection with and use of
the network, facilities, property, and services of each separate Local Exchange Carrier entity that is a
party to this agreement, and none of the Local Exchange Carriers shall be deemed to represent (by
constructive receipt or otherwise) any of the other Local Exchange Carriers or their networks, facilities,
property or services. This Agreement establishes the rates, terms and conditions for local
Interconnection, and other services as set out herein (individually referred to as "service" or collectively as
the "services). This Agreement covers services in the State of Idaho only (the "State) but only to the
extent of the areas in which both Parties are certificated.
WHEREAS, interconnection between Local Exchange Carriers (LEGs) is necessary and desirable for the
mutual exchange and termination of traffic originating on each LEC's network; and
WHEREAS, the Parties desire to exchange such traffic and related signaling in a technically and
economically efficient manner at defined and mutually agreed upon interconnection points; and
WHEREAS, the Parties wish to enter into an agreement to interconnect their respective
telecommunications networks on terms that are fair and equitable to both Parties; and
WHEREAS, Section 251 of the Telecommunications Act of 1996 (the "Act") imposes specific obligations
on LECs with respect to the interconnection of their networks and access to their poles, ducts, conduits
and rights-of-way;
NOW, THEREFORE, in consideration of the mutual provisions contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and without
waiving any reservation of rights set forth herein, CenturyLink and 0CC hereby covenant and agree as
follows:
Qwest Communications Company, LLC - Traffic Exchange Agreement - ID - (vi -23-13)
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DocuSign Envelope ID: 6EB9C581 -4990-46A4-ABE3-629C31 Bi 01A5
ARTICLE I PURPOSE, INTENT AND SCOPE OF AGREEMENT
PURPOSE OF THE AGREEMENT
Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each
area in which they both operate within the State for purposes of interconnection and the exchange of
Local Traffic between their respective End User Customers, and for providing reciprocal access to
poles, ducts, conduits and rights-of-way. This Agreement will be submitted to the State Public
Service or Public Utilities Commission, as applicable (the "Commission") for approval. The Parties
agree that their entry into this Agreement is without prejudice to and does not waive any positions
they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or
other public forum addressing any matters, including matters related to the same types of
arrangements and/or matters related to CenturyLink's rates and cost recovery that may be covered in
this Agreement. QCC agrees to accept these terms and conditions with CenturyLink based on this
Agreement as reciprocal where applicable.
2.INTENT OF THE AGREEMENT
This Agreement is intended to set forth the specific arrangements and services by which the Parties
will interconnect with each other's networks and exchange traffic, as defined herein, in accordance
with the terms of this Agreement and Applicable Law.
3.SCOPE OF THE AGREEMENT

3.1. The following constitute parts of this Agreement
Agreement Preface & Recitals
Article I: Purpose, Intent and Scope of Agreement
Article II: Definitions
. Article Ill: General Terms & Conditions
Article IV: Interconnection & Transport & Termination of Traffic
(Interconnection)
Article V: Maintenance
Article VI: Additional Services (NP; Access to Poles, Ducts, Conduit &
ROWs; 91 1 /E91 1; Directory Service & Distribution)
Article VII: Pricing
Signature Page

3.2. The terms and conditions set forth in the Agreement, together with those set forth in its given
Articles are integrally and legitimately related and shall govern the provision of services
and/or facilities by CenturyLink to QCC.
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ARTICLE II: DEFINITIONS
4.GENERAL RULES

4.1. Unless the context clearly indicates otherwise, the definitions set forth in this Section shall
apply to all Articles and Appendices contained in this Agreement. A defined term intended to
convey the meaning stated in this Article II is capitalized when used.

4.2. Additional definitions that are specific to the matters covered in a particular Article, Appendix
or provision may appear in that Article, Appendix or provision. To extent that there is any
conflict between a definition set forth in this Article II and any definition in a specific Article,
Appendix or provision, the definition set forth in the specific Article, Appendix or provision
shall control with respect to that Article, Appendix or provision.

4.3. Capitalized terms that are not otherwise defined in this Article II or Agreement but are defined
in the Telecommunications Act of 1996 ("Act") and/or the orders and rules implementing the
Act shall have the meaning set forth in the Act or in such orders and rules.

4.4. Terms used in a Tariff shall have the meanings stated in the Tariff or State Price List in states
where de-tariffing regulation has been implemented.

4.5. Unless the context clearly indicates otherwise, any term defined in this Article II which is
defined or used in the singular shall include the plural, and any term defined in this Article II
which is defined or used in the plural shall include the singular.

4.6. The words "shall" and "will" are used interchangeably throughout the Agreement and the use
of either indicates a mandatory requirement. The use of one or the other shall not confer a
different degree of right or obligation for either Party.
5.DEFINITIONS
Access Service Request (ASR). The Ordering and Billing Forum document used for ordering
Access Services and designated by CenturyLink to be used by the Parties to add, establish, change
or disconnect services or trunks for the purpose of providing Interconnection special access and
Switched Access Services.
Access Tandem Switch. A Local Exchange Carrier (LEC) switching system that is used to connect
and switch trunk circuits between and among the LEC's Central Office network and lnterexchange
Carriers' networks.
Act or the Act. The Communications Act of 1934, as amended by the Telecommunications Act of
1996, and as amended from time to time and codified at 47 U.S.C. §151, et seq.
Affiliate. Shall have the meaning set forth in §153(1) of the Act.
ALl Database. A database which stores information associated with end user customers' telephone
numbers or Shell Records.
Alternate Tandem Provider. A third-party Tandem Provider.
Answer Supervision. An off-hook supervisory signal.
Applicable Law. All effective laws, statutes, common law, governmental regulations, ordinances,
codes, rules, guidelines, orders, permits and approvals of any governmental authority (including,
without limitation, the Commission and the FCC) that apply to the subject matter of this Agreement.
Automated Message Accounting (AMA). The structure inherent in switch technology that initially
records telecommunication message information. AMA format is contained in the Automated
Message Accounting document, published by Telcordia Technologies as GR-1100-CORE, which
defines the industry standard for message recording.
.
r
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• Automatic Location Identification or "ALl". A record that includes the subscriber's name,
(identified by ANI) street address emergency service number and other predetermined information
associated with the 911 caller's telephone number, which is forwarded to the PSAP for display.
Additional telephones with the same number as the calling party's (secondary locations off-premise
extensions, etc.); will be identified with the service address of the calling party's listed number.
Automatic Number Identification or "ANI". A telephone number associated with the access line
from which the call originates used for selective routing and for display at a Public Safety Answering
Point (PSAP) to identify the caller. It is the key field in an ALl database. Any reference to ANI in this
Agreement shall be deemed to be inclusive of pANl, as appropriate.
Bill-and-Keep or Bill-and-Keep Arrangement. A compensation arrangement whereby the Parties
do not render bills to each other for the termination of Local Traffic and ISP-Bound Traffic that
qualifies for Bill-and-Keep treatment under this Agreement Under a Bill-and-Keep Arrangement, a
Party terminates such traffic originating from End Users of the other Party without explicitly charging
the originating Party.
Bill Date The effective date for which a CenturyLink service is billed and/or invoiced to a customer.
The Bill Date shall be the date one day past the billing cycle close date The Bill Date is the same
date each month for recurring bills and is included on any such bill or invoice.
Bill Due Date. Refers to the date that a bill or invoice is due and payable. The Bill Due Date snail be
the date thirty (30) days from the Bill Date
Business Day. Monday through Friday, 8 a.m. to 8 p.m. except for (1) holidays observed by the
United States government (2) days on which the non-priority U S mail is not delivered and (3)
company holidays on which CenturyLink is officially closed for business and except as otherwise
specifically stated or provided for in other documentation incorporated into this agreement.
Carrier Identification Code (CIC) Four-digit numbers used by End User Customers to reach the
. services of lnterexchange Carriers (IXCs).
Central Office (CO) A telephone company building where customer lines are joined to a switch or
switches for connection to the PSTN
Central Office Switch A machine used to provide Telecommunications Services including (1) End
Offices from which end-user Telephone Exchange Services are directly connected; and (2) Tandem
Offices used to connect and switch trunk circuits between and among End Offices Central Office
Switches may be employed as combination End Office/Tandem Office Switches
CenturyLink Operating Company (CTOC) or CenturyLink. The single CenturyLink Operating
Company in the State that is a Party to this Agreement
CenturyLink Standard Practices The CenturyLink Standard Practices and sometimes referred to
as the CenturyLink Service Guide, is a document that contains CenturyLink's operating procedures
for service ordering, provisioning, billing, maintenance, trouble reporting and repair for wholesale
services Except as specifically provided otherwise in this Agreement CenturyLink s processes for
service ordering, provisioning, billing, maintenance, trouble reporting and repair shall be governed by
the CenturyLink Standard Practices, which may be amended from time to time by CenturyLink as
needed.
Certificate of Operating Authority. A certification by the State Commission that QCC has been
authorized to operate within the State as a provider of local Telephone Exchange Services within
CenturyLink's local service area; in many states this certification is known as a Certificate of Public
Convenience and Necessity.
CLEC Profile A CenturyLink form required to be completed and submitted to CenturyLink by any
Telecommunications Carrier requesting to interconnect or exchange traffic with CenturyLink's network
or the ability to initiate any order submission to CenturyLink Among other things a
Telecommunication Carrier is required to provide CenturyLink, on the CLEC Profile, the following; its
is

Operating Company Number (OCN), Company Code (CC), and Customer Carrier Name Abbreviation
(CCNA).
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CLLI Codes. Common Language Location Identifier Codes.
Commission. The State Public Service or Public Utility Commission, as applicable.
Common Channel Signaling (CCS). A high-speed, specialized, packet-switched communications
network that is separate (out-of-band) from the public packet-switched and message networks. CCS
carries addressed signaling messages for individual trunk circuits and/or database-related services
between Signaling Points in the CCS network using SS7 signaling protocol.
Company Identifier or "Company ID". A three to five (3 to 5) character identifier that distinguishes
the entity providing voice service (e.g., wireline, wireless, VoIP, etc.) to the end user. The company
identifier registry is maintained by NENA in a nationally accessible database.
Competitive Local Exchange Carrier (CLEC). A "Local Exchange Carrier," as defined in §153(26)
of the Act, authorized to provide Telephone Exchange Services or Exchange Access services in
competition with an ILEC.
Contract Year. A twelve (12) month period during the term of the Agreement commencing on the
Effective Date and each anniversary thereof.
Conversation Time. The time that both Parties' equipment is used for a completed call, measured
from the receipt of Answer Supervision to the receipt of Disconnect Supervision.
Database Management System or "DBMS". A system of manual procedures and computer
programs used to create, store and update the data required to provide Selective Routing and/or
Automatic Location Identification for 911 systems.
Disconnect Supervision. An on-hook supervisory signal end at the completion of a call.
Disputed Amounts. An amount or any portion of bill or invoice sent to a Party that the billed Party
contends, in good faith, is not due and payable. For an amount to qualify as a Disputed Amount, the
billed Party must provide written notice to the billing Party of the nature and amount of the disputed
charge(s) using the process and time period established by the billing Party.
OS-I. A service having a total digital signal speed of 1.544 Mbps.
05-3. A service having a total digital signal speed of 44.736 Mbps.
Dynamic 911. The provision of E911 service utilizing a call processing arrangement with pseudo
ANIs for non call-path associated signaling and routing commonly associated with the delivery of
mobile, nomadic or out-of-region calls.
E911 (also referred to as "Expanded 911 Service" or "Enhanced 911 Service" or "E911
Service"). A telephone system which includes network switching, data base and Public Safety
Answering Point premise elements capable of providing automatic location identification (ALl) data,
selective routing, selective transfer, fixed transfer, and a call back number.
Effective Date. The date on which the last Party to this Agreement executes the Agreement, unless
prior Commission approval is required in order to make the Agreement effective between the Parties
except that the initiation of a new QCC account, any new provision of service or obligation or any
revision to currently existing services or obligations shall not take effect for 60 days to accommodate
required initial processes. If such Commission approval is required, the Effective Date shall be either
the date on which the Commission deems the Agreement approved or, the date on which the
Commission deems the Agreement effective, whichever the case may be.
Electronic File Transfer (EFT). A system or process that utilizes an electronic format and protocol
to send/receive data files.
Emergency Service Number or "ESN". A three to five digit number that represents a unique
combination of Emergency Service agencies in one or more ESZ5.
Emergency Service Zone or "ESZ". A geographical area, that represents a unique combination of
Emergency Service agencies, that is within a PSAP jurisdiction.
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EmergencyServices. Law enforcement, fire, ambulance, rescue, and medical services.
Emergency Services Query Key or "ESQK". The ESQK identifies a call instance at a voice
positioning center (VPC) and is associated with a particular SR/ESN combination per NENA
standards The ESQK is expected to be a ten-digit North American Numbering Plan Number.
End Office. The telephone company office from which the End User receives exchange service.
End Office Switch A switching machine that directly terminates traffic to and receives traffic from
End Users purchasing local Telephone Exchange Service. A PBX is not considered an End Office
Switch.
End User or End User Customer. Any individual, business, association, corporation, government
agency or entity other than an lnterexchange Carrier (IXC), Competitive Access Provider (CAP) or
Commercial Mobile Radio Service (CMRS) provider (also known as a Wireless Carrier) that
subscribes to Telecommunications Services provided by either of the Parties and does not resell it to
others As used herein this term does not include any of the Parties to this Agreement with respect
to any item or service obtained under this Agreement.
Enhanced Service Provider (ESP). A provider of enhanced services as those services are defined
in 47 C.F.R. §64.702. An Internet Service Provider (ISP) is an Enhanced Service Provider.
Exchange Access. Exchange Access shall have the meaning set forth in §153(16) the Act.
Exchange Message Interface (EMI). An Exchange Message Interface is the standard used for the
exchange of telecommunications message information among Telecommunications Carriers for
billable, non-billable, sample, settlement, and study data. An Exchange Message Interface (EM I) was
formerly known as an Exchange Message Record (EMR).
FCC The Federal Communications Commission
Incumbent Local Exchange Carrier (ILEC). An "Incumbent Local Exchange Carrier" or "ILEC" shall
have the meaning set forth in 47 U S C §251(h)
Indirect Network Connection A method of Interconnection for the exchange of Local Traffic
between two Telecommunications Carriers where the networks of such Telecommunications Carriers
are connected via a third-party's Tandem switch
Information Access Specialized exchange telecommunications services provisioned by a
Telecommunications Carrier in an exchange area in connection with the origination termination
transmission switching forwarding or routing of telecommunications traffic to or from the facilities of
an Information Service Provider for the provision of an Information Service
Information Access Traffic. Traffic delivered to or from an Information Service Provider for the
provision of Information Service.
Information Service Provider. A provider of Information Service as that term is defined in 47
U.S.C. §153(20). Information Service Provider includes, but is not limited to, Internet Service
Provider (ISP).
Intellectual Property. For purposes of this Agreement Intellectual Property means (a) inventions
(whether patentable or un-patentable and whether or not reduced to practice), all improvements
thereto patents patent applications and patent disclosures and all reissuances continuations
revisions extensions and re-examinations thereof, (b) trademarks service marks trade dress logos
trade names, domain names and corporate names, and translations, adaptations, derivations and
combinations thereof and goodwill associated therewith and all applications registrations and
renewals in connection therewith (c) copyrightable works copyrights and applications registrations
and renewals relating thereto, (d) mask works and applications, registrations and renewals relating
thereto, (e) trade secrets and confidential business information (including ideas, research and
development, know-how, formulae, compositions, manufacturing and production processes and
techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and
cost information, and business and marketing plans and proposals), (f) computer software (including
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data and related documentation), (g) other proprietary rights, and (h) copies and tangible
embodiments thereof (in whatever form or medium). 0
Intellectual Property Claim. For purposes of this Agreement, "Intellectual Property Claim" means
any actual or threatened claim, action or proceeding relating to Intellectual Property.
Interconnection. "Interconnection" shall have the meaning set forth in 47 U.S.C. §251(c)(2), and
refers, in this Agreement, to the connection between networks for the transmission and routing of
Telephone Exchange Service and Exchange Access. This term does not include the transport and
termination of traffic.
lnterexchange Carrier (IXC). A carrier that provides, directly or indirectly, InterLATA or IntraLATA
Telephone Toll Service.
InterLATA Toll Traffic. Telecommunications traffic between a point located in a LATA and a point
located outside such LATA.
Internet Service Provider (ISP). An Enhanced Service Provider that provides Internet services and
is defined in paragraph 341 of the FCC's First Report and Order in CC Docket No. 97-158.
IntraLATA Toll Traffic. Telecommunications traffic between two locations within one LATA where
one of the locations lies outside of the CenturyLink Local Calling Area as defined CenturyLink's local
exchange Tariff on file with the Commission. Optional EAS Traffic is included in lntraLATA Toll
Traffic.
ISDN User Part (ISUP). A part of the SS7 protocol that defines call setup messages and call
takedown messages.
ISP-Bound Traffic. Traffic delivered to or from an Internet Service Provider (ISP) and for the
purposes of this Agreement, is defined as traffic that is transmitted to an Internet Service Provider
("ISP") consistent with the ISP Remand Order (FCC 01-131),16 FCC Rcd. 9151 (2001).
Jointly-Provided Switched Access Service Traffic. Traffic where both CenturyLink's network and
QCC's network are used to originate Switched Access Service traffic by one of the Party's End User
Customers to be delivered to an lnterexchange Carrier (IXC) for call completion, or where both
CenturyLink's network and QCC's network are used to terminate Switched Access Service traffic
delivered by an IXC to one of the Party's End User Customers.
Local Access and Transport Area (LATA). "Local Access and Transport Area" or "LATA" shall
have the meaning set forth in §153(25) of the Act.
Local Calling Area (LCA). Local Calling Area (LCA) traffic is traffic originates and terminates in the
local exchange area, and any mandatory Extended Area Service (EAS) exchanges, as defined in
CenturyLink's local exchange tariffs.
Local Exchange Carrier (LEC). "Local Exchange Carrier' or "LEC" shall have the meaning set forth
in §153(26) of the Act.
Local Exchange Routing Guide (LERG). The Telcordia Technologies reference customarily used
to identify NPA-NXX routing and homing information, as well as equipment designation.
Local Traffic. Traffic (excluding CMRS traffic) that is originated and terminated within the
CenturyLink Local Calling Area, or mandatory Extended Area Service (EAS) area (including all
extended calling areas mandated by law), as defined in CenturyLink's local exchange tariffs, catalogs
or price lists. Local Traffic does not include non-mandated optional local calling (i.e., optional rate
packages that permit the end-user to choose a Local Calling Area beyond the basic exchange serving
area for an additional fee), referred to hereafter as "optional EAS". Pursuant to the FCC's clarifying
orders, Local Traffic includes Information Access Traffic only to the extent that the end user and the
ISP are physically located in the same CenturyLink Local Calling Area.
Local Interconnection Trunk or Local Interconnection Trunk Groups. One-way or two-way trunk
paths between switches used to carry Local Traffic
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• Local Service Request (LSR). The Ordering and Billing Forum document designated by
CenturyLink to be used by the Parties to establish, add, change or disconnect local
Telecommunications Services for the purpose of providing competitive local Telecommunications
Services Sometimes referred to as a Service Order.
Local VoIP-PSTN Traffic. VoIP-PSTN Traffic that physically originates and terminates within the
CenturyLink local calling area, or mandatory extended area service (EAS) area, as defined in existing
CenturyLink Tariffs or Price Lists, and shall be considered to be "Local Traffic" as such term is used in
the Agreement.
Mass Calling Trunks. Mass Calling Trunks are trunks designed to handle high call volumes for a
wide range of applications, with or without caller interaction with Interactive Voice Response or touch-
tone navigation. Mass Calling Trunks typically are associated with television or radio and allow
customers to use their telephone to express an opinion, such as voting on interactive television
shows, public opinion polling, surveys, information and contests using a virtual call center.
Master Street Address Guide (MSAG). A database of street names and house number ranges
within their associated communities defining Emergency Service Zones (ESZs) and their associated
Emergency Service Numbers (ESNs) to enable proper routing of 911 calls.
Meet Point. A Meet Point is a point, designated by the Parties, at which one Party's responsibility for
service begins and the other Party's responsibility ends.
Meet Point Billing (MPB) or Meet Point Billing Arrangement. Refers to an arrangement whereby
two LECs jointly provide the transport element of a Switched Access Service to one of the LEC's End
Office Switches, with each LEC receiving an appropriate share of the transport element revenues as
defined by the applicable access tariffs.
Mid-Span Fiber Meet or Fiber Meet. An Interconnection architecture whereby two carriers' fiber
transmission facilities meet at a mutually agreed upon point for the mutual exchange of traffic. The
. 'point of Interconnection for purposes of §251(c)(2) and §251(c)(3) remains on the Local Exchange
Carrier's network.
Multiple Exchange Carrier Access Billing (MECAB). Refers to the document prepared by the
Billing Committee of the Ordering and Billing Forum (OBF), which functions under the auspices of the
Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry Solutions (ATIS)
(0401 004-00)O() containing the recommended guidelines for the billing of an access service provided
by two or more LECs, or by one LEC in two or more states within a single LATA.
Multiple Exchange Carriers Ordering and Design Guidelines for Access Services - Industry
Support Interface (MECOD). A document developed by the Ordering/ Provisioning Committee
under the auspices of the Ordering and Billing Forum (OBF) which functions under the auspices of
the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry Solutions
(ATIS) (04041 20-00)O() establishing methods for processing orders for Access Service provided by
two or more LECs.
National Emergency Number Association or NENA A not-for-profit corporation established in
1982 to further the goal of "One Nation-One Number" for emergency calls. NENA is a networking
source and promotes research, planning, and training. NENA strives to educate, set standards and
provide certification programs legislative representation and technical assistance for implementing
and managing 911 systems.
National Security Emergency Procedures (NSEP). Federal procedures that apply to
Telecommunications Carriers that are used to maintain a state of readiness or to respond to and
manage any event or crisis that causes or could cause injury or harm to the population, damage to or
loss of property, or degrade or threaten the national security or emergency preparedness of the
United States.
Network Interface Device (NI). A stand-alone Network Element defined as any means of
. interconnecting customer premises wiring to CenturyLink's distribution plant, such as a cross-connect
device used for that purpose. The NID houses the protector which establishes the demarcation point
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between the loop (inclusive of the NID) and the End User Customer's Inside Wire pursuant to 47
C.F.R. 68.105. Except in multi-unit tenant properties where CenturyLink owns and maintains control
over Inside Wire within a building, maintenance and control of the End User Customer's Inside Wiring
(i.e., on the End User Customer's side of the NID) is under the control of the End User Customer. For
purposes of this definition, the phrase "End User Customer Access Side of the NID" is descriptive and
does not convey any ownership or usage rights.
911 Service or "911-Basic 911 Service". Provides a caller access to the appropriate PSAP by
dialing a 3-digit universal telephone number (911). As used in this Agreement, references to 911
Service shall include E911 as defined herein, as appropriate.
911 Service Provider. A 911 System Service Provider furnishes systems and support necessary to
enable 911 calling for one or more Public Safety Answering Points (PSAPs) in a specific geographic
area.
911 Trunk. A trunk capable of transmitting a 911 dialed call to the Selective Router, and used for
the single purpose of the transmission of 911 calls in accordance with applicable NENA Standards.
North American Numbering Plan (NANP). The system of telephone numbering employed in the
United States, Canada, and Caribbean countries that assigns area codes and sets rules for calls to
be routed across these countries.
Number Portability (NP). The ability of users of Telecommunications Services to retain, at the same
location, existing telecommunications numbers without impairment of quality, reliability, or
convenience when switching from one Telecommunications Carrier to another.
Numbering Plan Area (NPA). Also sometimes referred to as an "area code," an NPA is the three-
digit indicator, which is defined by the "A", "B", and "C" digits of each 10-digit telephone number within
the NANP. Each NPA contains 800 possible NXX Codes. There are two general categories of NPA;
"Geographic NPAs" and "Non-Geographic NPAs". A Geographic NPA is associated with a defined
geographic area, and all telephone numbers bearing such NPA are associated with services provided
within that geographic area. A Non-Geographic NPA, also known as a "Service Access Code" or
"SAC Code" is typically associated with a specialized Telecommunications Service that may be
provided across multiple geographic NPA areas. 800, 900, 700, and 888 are examples of Non-
Geographic NPAs.
NXX, NXJ( Code, Central Office Code or CO Code. The three-digit switch entity indicator that is
defined by the "D", "E", and "F" digits of a 10-digit telephone number within the NANP. Each NXX
Code contains 10,000 station numbers.
Optional EAS Traffic. Optional EAS Traffic is local calling scope traffic that, under an optional rate
package chosen by the End User Customer, terminates at a physical location outside of that End
User Customer's Local Calling Area or mandatory Extended Area Service (EAS).
Party or Parties. "Party" shall mean CenturyLink or QCC depending on the context. "Parties" refers
collectively to both CenturyLink and QCC.
Percentage Local Use (PLU). A percentage calculated by dividing the number of minutes of Local
Traffic by the total number of minutes. The resulting factor is used to determine the portion of Local
Traffic minutes exchanged via Local Interconnection Trunks. PLU is developed from the
measurement of calls in which the calling and called parties are located within a given Local Calling
Area or mandatory EAS area as defined in CenturyLink's effective Tariff(s).
Point of Interconnection (P01). A Point of Interconnection (P01) is a point in the network where the
Parties deliver Interconnection traffic to each other, and also serves as a demarcation point between
the facilities that each Party is responsible to provide. The P01 also establishes the interface, the test
point, and the operational responsibility hand-off between QCC and CenturyLink for the
interconnection of their respective networks.
Pole Attachment. A Party's use of space on telephone poles belonging to the other Party for
attachment of cables and related facilities or equipment to provide services in accordance with the
terms and conditions of this Agreement. 0
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Premises. Premises refers to a Party's Central Offices and serving Wire Centers; all buildings or
similar structures owned, leased, or otherwise controlled by a Party that house its Network Facilities;
all structures that house a Party's facilities on public Rights-of-Way, including but not limited to vaults
containing loop concentrators or similar structures; and all land owned, leased or otherwise controlled
by a Party that is adjacent to these Central Offices, Wire Centers, buildings and structures.
Pseudo-ANI or "pANI". A 10 digit number that is used in place of ANI for E911 call routing and the
delivery of dynamic ALl information (e .g., to identify a wireless cell cell sector, or PSAP to which the
call should be routed). For purposes of this Article, references to pANI shall include ESQK, ESRD
and ESRK, as appropriate.
Public Safety Answering Point or "PSAP". An entity to whom authority has been lawfully
delegated to respond to public emergency telephone calls originating in a defined geographic area,
and may include public safety agencies such as police, fire, emergency medical, etc., or a common
bureau serving a group of such entities. A PSAP may act as a primary or secondary, which refers to
the order in which calls are directed for answering. Primary PSAP is the PSAP to which 911 calls are
routed directly from the Selective Router and Secondary PSAPs receive calls transferred from the
primary PSAP.
Rate Center. The specific geographic point and corresponding geographic area where one or more
particular NPA-N)(X Code(s) have been assigned by the North American Numbering Plan
Administrator. The geographic point is identified by a specific Vertical and Horizontal (V&H)
coordinate that is used to calculate distance-sensitive charges.
Rating Point. The vertical and horizontal ("V&H") coordinates assigned to a Rate Center and
associated with a particular telephone number for rating purposes. The Rating Point must be in the
same LATA as the Routing Point of the associated NPA-NXX as designated in the LERG, but need
not be in the same location as the Routing Point.
. Reciprocal Compensation. Compensation paid or provided under 47 U.S.C. §251(b)(5).
Remote End Office Switch. A switch that directly terminates traffic to and receives traffic from End
Users of local Telephone Exchange Services, but does not have the full features, functions and
capabilities of an End Office Switch Such features functions and capabilities are provided to a
Remote End Office Switch via an umbilical and a host End Office.
Repeatedly delinquent. As used in Article Ill, "repeatedly delinquent" shall refer to the failure to
remit or pay a bill under this Agreement within thirty (30) calendar days after the bill due date, three
(3) or more times during a twelve (12) month period
Right-of-Way (ROW). The right to use the land or other property owned or controlled by another
Party to place poles conduits cables, other structures and equipment or to provide passage to
access such structures and equipment. A ROW may run under, on, or above public or private
property (including air space above public or private property) and may include the right to use
discrete space in buildings, building complexes, or other locations.
Routing Point Denotes a location that a LEC has designated on its own network as the homing or
routing point for traffic inbound to Telephone Exchange Service provided by the LEC which bears a
certain NPA-N)(X designation The Routing Point is used to calculate airline mileage measurements
for the distance-sensitive transport element charges of Switched Access Services. Pursuant to
Telcordia Technologies Practice BR795-1 00-100 the Routing Point may be an End Office location or
a "LEC Consortium Point of Interconnection." The Routing Point must be in the same LATA as the
associated NPA-NXX
Selective Router. The equipment used to route 911 calls to the proper PSAP or other designated
destinations based upon the caller's location information and other factors
Service Affecting. A "Service Affecting" issue or dispute shall mean that such issue or dispute,
unless resolved, places a Party's End User Customer in immediate or imminent risk of not being able
• to use the service to which that End User Customer subscribes.
Service Order. See LSR.
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Service Switching Point or Signal Switching Point (SSP). A Signaling Point that can launch
queries to databases and receive/interpret responses used to provide specific customer services.
Shell Records. Those records necessary to populate the DBMS to enable Dynamic 911 call delivery
and display methods, used to determine call routing and the appropriate provider responsible for
providing the caller's ANt/ALl for display at the appropriate PSAP upon the answer of a 911 call. For
purposes of this Article, references to 911 records shall include Shell Records, as appropriate.
Signaling Point (SP). A node in the CCS network that originates and/or receives signaling
messages, or transfers signaling messages from one signaling link to another, or both.
Signaling System 7 (SS7). The signaling protocol, Version 7, of the CCS network, based upon
American National Standards Institute (ANSI) standards that are used to provide basic routing
information, call set-up and other call termination functions.
State. As used in this Agreement, "State" shall refer to the state in which services are to be provided
under this Agreement.
Subsidiary. A corporation or other legal entity that is majority owned by a Party.
Switched Access Services. The offering of transmission and/or switching services to
Telecommunications Carriers for the purpose of the origination or termination of Telephone Toll
Services. Any traffic that does not meet the definition of Local Traffic will be considered Switched
Access Traffic. Switched Access Services include; Feature Group A, Feature Group B, Feature
Group C, Feature Group D, 500, 700, 800 access and 900 access services. The term "Switched
Access Service" is interchangeable with "Switched Exchange Access Service".
Synchronous Optical Network (SONET). An optical interface standard that allows interworking of
transmission products from multiple vendors (i.e., mid-span meets). The base rate is 51.84 Mbps
(OC/STS-1 and higher rates are direct multiples of the base rate up to 1.244 Gbps).
Tandem or "Tandem Switch" or "Tandem Office Switch". Connects one trunk to another for the
purpose of relaying Local Traffic between an originating End Office and a terminating End Office.
Tariff or Price List. Any applicable Federal or state tariff or Price List of a Party, as amended from
time-to-time.
TDM or "TOM Technology" or "Time Division Multiplexing". A method of multiplexing in which a
common transmission path is shared by a number of channels on a cyclical basis by enabling each
channel to use the path exclusively for a short time slot. This technology is used to provision
traditional narrowband services (e.g., voice, fax, dial-up Internet access) and high-capacity services
like DSland DS3 circuits.
Technically Feasible. Absence of technical or operational obstacles that prevent the fulfillment of a
request.
Telcordia Technologies. A wholly-owned subsidiary of Science Applications International
Corporation that conducts research and development, performs centralized technical and
management services, and provides generic requirements for the telecommunications industry.
Telecommunications. Shall have the meaning set forth in §153(43) of the Act.
Telecommunications Carrier. Shall have the meaning set forth in §153(44) of the Act. This
definition includes CMRS providers lXCs and to the extent they are acting as Telecommunications
Carriers, companies that provide both Telecommunications and Information Services. Private mobile
radio service providers are Telecommunications Carriers to the extent they provide domestic or
international telecommunications for a fee directly to the public.
Telecommunications Equipment. Shall have the meaning set forth in §153(45) of the Act.
Telecommunications Service. Shall have the meaning set forth in §153(46) of the Act.
Telecommunications Service Priority (TSP). A procedure established by the National
Communications System Office (NCSO) used by a Telecommunications Carrier to establish priorities
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• in deciding which lines and trunks to restore subsequent to an outage. Generally, the highest priority
goes to federal law enforcement and military usage, with local emergency services (including 911
Service) and medical facilities following..
Telephone Exchange Service. Shall have the meaning set forth in §153(47) of the Act.
Telephone Toll or Telephone Toll Service. Telephone service between stations in different
exchange areas. Telephone Toll traffic can be either "IntraLATA Toll Traffic" or "InterLATA Toll
Traffic" depending on whether the originating and terminating points are within the same LATA.
Third Party Originating Carrier. " QCC" - when it sends traffic originated by its End User
Customers to CenturyLink's End User Customers via an Alternate Tandem Provider; or "CenturyLink"
- when it sends traffic originated by its End User Customers to QCC's End User Customers via an
Alternate Tandem Provider.
Third Party Terminating Carrier. CenturyLink, when traffic is terminated to it by QCC via an
Alternate Tandem Provider, or QCC, when traffic from CenturyLink is terminated to QCC via an
Alternative Tandem Provider.
Time and Material Charges. Time and Materials Charges are charges for non-standard or
individual-case-basis work requested by QCC. "Time" charges are for the cost of labor which
includes, but is not limited to, work preparation and actual work. This labor time is multiplied by an
applicable labor rate. "Material" charges are for the cost of items required to fulfill the job
requirements.
Toll VoIP-PSTN Traffic. VoIP-PSTN Traffic that physically originates and terminates in different
CenturyLink local calling areas, or mandatory extended area service (EAS) areas, as defined in
existing CenturyLink Tariffs or Price Lists.
Transit Service. A switching and transport function which allows one Party to send Transit Traffic to

P the other Party's network through a third-party's Tandem and/or transport facilities, or to a third-party
network through the other Party's Tandem and/or transport facilities.
Transit Traffic. Traffic between the Parties End User Customers that is routed utilizing a third-party
Telecommunications Carrier's Local and/or Access Tandem Switch, or between a Party's End User
Customers and a third-party Telecommunications Carrier's End User Customers (e.g., third-party
CLECs, ILECs) that is routed utilizing the other Party's Local and/or Access Tandem Switch. Transit
Traffic does not include any traffic delivered to from or carried by an lnterexchange Carrier (IXC) at
any time during the call
Trunk Side. Refers to Central Office switch hardware that is connected to another switching entity,
including the connection between a cross-connect panel and a trunk card. Trunk side connections
offer those transmission and signaling features appropriate for the connection of switching entities
and cannot be used for the direct connection of ordinary telephone station sets.
Virtual NXX Traffic (VNXX Traffic). As used in this Agreement, Virtual NXX Traffic or VNXX Traffic
is defined as calls in which a QCC's Customer is assigned a telephone number with an NXX Code
(as set forth in the LERG) assigned to a Rate Center that is different from the Rate Center associated
with the Customer's actual physical premise location.
VoIP-PSTN Traffic. Includes any traffic also referred to in the Agreement as "VoIP", and is defined
as traffic that is exchanged between a CenturyLink end user and the CLEC end user in Time Division
Multiplexing ("TOM") format that originates and/or terminates in Internet Protocol (IP") format and
terminates to a Party's end user customer.
Website As used in this agreement shall mean www.CenturyLink.com/wholesale.
Wire Center. The location of one or more local switching systems. A point at which End Users'
loops within a defined geographic area converge. Such Local Loops may be served by one (1) or
more Central Office Switches within such premises.
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ARTICLE III: GENERAL TERMS & CONDITIONS
.
I. GENERAL TERMS & CONDITIONS REGARDING APPLICATION EFFECTIVE DATE, TERM AND
GOVERNING LAW
6.APPLICATION OF THESE GENERAL TERMS & CONDITIONS
Except as may otherwise be set forth in a partiôular Article or Appendix of this Agreement, in which
case the provisions of such Article or Appendix shall control, these General Terms & Conditions apply
to all Articles and Appendices of this Agreement.
7.EFFECTIVE DATE, TERM & TERMINATION

7.1. Effective Date. This Agreement will be effective only upon execution by both Parties unless
prior Commission approval is required, in which case this Agreement shall be effective upon
Commission approval; except that the initiation of a new QCC account, any new provision of
service or obligation or any revision to currently existing services or obligations shall not take
effect for sixty (60) days to accommodate required initial processes. The "Effective Date" of
this Agreement for all purposes will be the latest date reflected by the signing Parties.

7.2. Term. This Agreement shall be effective as of the Effective Date and, unless cancelled or
terminated earlier in accordance with the terms hereof, shall continue in effect until two years
after the effective date (the "Initial Term"). If neither Party elects to terminate this Agreement
as of the date of termination of the 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 cancelled or terminated as provided in this Agreement.

7.3. Notwithstanding the above, CenturyLink at its discretion may terminate this Agreement after
twelve consecutive months of inactivity on the part of QCC. Inactivity is defined as QCC's
failure to initiate the required pre-ordering activities, QCC's failure to submit any orders
pursuant to this Agreement's terms or QCC's failure to originate or terminate any Local Traffic
pursuant to this Agreement's terms.

7.4. Notice of Termination. Either QCC or CenturyLink may terminate this Agreement effective
upon the expiration of the Initial Term by providing written notice of termination ("Notice of
Termination") at least ninety (90) calendar days in advance of the applicable date of
termination. Either QCC or CenturyLink may terminate this Agreement effective upon the
expiration of a Follow-on Term by providing a written Notice of Termination at least thirty (30)
calendar days in advance of the applicable date of termination.

7.5. Effect on Termination of Negotiating Successor Agreement. If either QCC or CenturyLink
provides notice of termination pursuant to Notice of Termination Section above and, on or
before the noticed date of termination, either QCC or CenturyLink has requested negotiation
of a new interconnection agreement, this Agreement shall remain in effect until the earlier of;
(a)the effective date of a new interconnection agreement between QCC and CenturyLink, or
(b)the date one-hundred eighty (180) calendar days after the date of termination identified in
the Notice of Termination. If a new interconnection agreement has not been approved by
one-hundred eighty (180) days after the date of termination identified in the Notice of
Termination, then CenturyLink and QCC may mutually agree to continue to operate on a
month to month basis under the terms set forth herein until (a) a new agreement has been
approved or (b) until QCC ceases providing service in CenturyLink's exchanges. Should the
Parties not agree to continue to operate under the terms set forth herein after one-hundred
eighty (180) days, then the provisions of this Section shall be required. The foregoing shall
not apply to the extent that this Agreement is otherwise cancelled or terminated in
accordance with the Termination Upon Default or Termination Upon Sale Sections below.

7.6. Termination and Post-Termination Continuation of Services. If either QCC or CenturyLink
provides notice of termination pursuant to Notice of Termination Section above and, by 11:59
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11,
7.7.
p.m. Central Time on the proposed date of termination, neither QCC nor CenturyLink 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 functions being provided by CenturyLink under this Agreement at the
time of termination including the exchange of local traffic will be terminated unless the
Parties jointly agree to other continuing arrangements. QCC may request that such services
or functions continue to be provided pursuant to (i) an applicable Tariff(s) if the service is
included in the same; (ii) other terms and conditions made generally available by the
Commission to local Telecommunications Service providers, if any; or (iii) terms and
conditions available under Section 252(i) of the Act, if elected by QCC. If QCC elects to have
such services or functions continue pursuant to terms and conditions available under Section
252(i) of the Act, the continuation of such services and functions shall be governed by the
terms and conditions adopted by QCC under Section 252(i). Should QCC fail to follow the
terms of this Section, QCC agrees that its termination notice shall be invalidated and
considered withdrawn and it shall continue to be accountable and liable for all its obligations
under the terms of this Agreement.
Suspension or Termination upon Default. Either Party may suspend or terminate this
Agreement, in whole or in part, in the event of a Default (defined below) by the other Party;
provided, however, that the non-defaulting Party notifies the defaulting Party in writing of the
Default and the defaulting Party does not cure the Default within thirty (30) calendar days of
receipt of written notice thereof. Following CenturyLink's notice to QCC of its Default,
CenturyLink shall not be required to process new service orders until the Default is timely
cured. "Default" is defined to include:
a.
b. I C.
d.
A Party's insolvency or the initiation of bankruptcy or receivership proceedings by or
against the Party; or
The revocation by the Commission of a Party's Certificate of Operating Authority, or
A Party's violation of any material term or condition of the Agreement or
A Party's refusal or failure in any material respect properly to perform its obligations
under this Agreement, including but not limited to its refusal or failure to pay undisputed
charges (pursuant to Billing and Payments/Disputed Amounts Section) within thirty (30)
calendar days after the bill date.
.
Termination Upon Sale. Notwithstanding anything to the contrary contained herein, a Party
may terminate this Agreement as to a specific operating area or portion thereof if such Party
sells or otherwise transfers the area or portion thereof to a non-affiliate. The selling or
transferring Party shall provide the other Party with at least sixty (60) calendar days' prior
written notice of such termination, which shall be effective on the date specified in the notice.
Notwithstanding termination of this Agreement as to a specific operating area, this Agreement
shall remain in full force and effect in the remaining operating areas.
Liability Upon Termination Termination of this Agreement or any part hereof, for any cause
shall not release either Party from any liability (i) which, at the time of termination, had
already accrued to the other Party, (ii) which thereafter accrues in any respect through any
act or omission occurring prior to the termination, or (iii) which accrues from an obligation that
is expressly stated in this Agreement to survive termination.
Predecessor Agreements. Also see "Except as otherwise agreed to in writing by the Parties"
Section below:
a. Any prior interconnection agreement between the Parties for the State pursuant to
Section 252 of the Act and in effect immediately prior to the Effective Date is hereby
terminated.
b Any services that were purchased by one Party from the other Party under a prior
interconnection agreement between the Parties for the State pursuant to Section 252 of
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7.8.
7.9.
7.10.
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the Act and in effect immediately prior to the Effective Date, shall as of the Effective Date
be subject to the prices, terms and conditions of under this Agreement.
c.Except as otherwise agreed to in writing by the Parties, if a service purchased by a Party
under a prior interconnection agreement between the Parties pursuant to Section 252 of
the Act was subject to a contractual 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 this Agreement, such commitment shall remain in effect and the service
will be the prices, terms and conditions of this Agreement; provided, that if this
Agreement would materially alter the terms of the commitment, either Party make elect to
cancel the commitment.
d.If either Party elects to cancel the commitment (pursuant to preceding Section above),
the purchasing Party shall not be liable for any termination charge that would otherwise
have applied. However, if the commitment was cancelled by the purchasing Party, the
purchasing Party shall pay the difference between the price of the service that was
actually paid by the purchasing Party under the commitment and the price of the service
that would have applied if the commitment had been to purchase the service only until
the time that the commitment was cancelled.
8. APPLICABLE LAW

8.1. Applicable Law. The term Applicable Law, as used in this Agreement, shall mean all effective
laws, statutes, common law, governmental regulations, ordinances, codes, rules, guidelines,
orders, permits and approvals of any governmental authority (including, without limitation, the
Commission and the FCC) that apply to the subject matter of this Agreement.

8.2. Rule of Construction. The Parties acknowledge that, except for provisions incorporated
herein as the result of an arbitrated decision, if any, the terms and conditions of this
Agreement have been mutually negotiated, and each Party has relied solely on the advice of
its own legal counsel in accepting such negotiated terms and conditions. This Agreement
shall be fairly interpreted in accordance with its terms. No rule of construction requiring
interpretation against the drafting Party hereof shall apply in the interpretation of this
Agreement.

8.3. Choice of Law and Venue. This Agreement shall be governed by and construed in
accordance with the Act, applicable federal and (to the extent not inconsistent therewith)
domestic laws of the State where the services are being provided, and shall be subject to the
exclusive jurisdiction of the State or of the federal courts of Monroe, Louisiana. In all cases,
choice of law shall be determined without regard to a local State's conflicts of law provisions.

8.4. Parties' Agreement to Comply with Applicable Law. Each Party shall remain in compliance
with Applicable Law in the course of performing this Agreement.

8.5. Neither Party shall be liable for any delay or failure in performance resulting from any
requirements of Applicable Law, or acts or failures to act of any governmental entity or
official.

8.6. Each Party shall promptly notify the other Party in writing of any governmental action that
limits, suspends, cancels, withdraws, or otherwise materially affects, the notifying Party's
ability to perform its obligations under this Agreement.

8.7. Each Party shall be responsible for obtaining and keeping in effect all FCC, Commission,
franchise authority and other regulatory approvals that may be required in connection with the
performance of its obligations under this Agreement.

8.8. Severability. If any provision of this Agreement is held by a court or regulatory agency of
competent jurisdiction to be unenforceable or invalid under Applicable Law, such
unenforceability or invalidity shall not render unenforceable or invalid any other provision of
this Agreement, and this Agreement shall be construed as if it did not contain such
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unenforceable or invalid provision provided that if the unenforceable or invalid provision is a •
material provision of this Agreement or the unenforceability or invalidity materially affects the
rights or obligations of a Party hereunder or the ability of a Party to perform any material
provision of this Agreement, the Parties shall promptly renegotiate in good faith and amend in
writing this Agreement in order to make such mutually acceptable revisions to this Agreement
as may be required in order to conform the Agreement to Applicable Law. If such amended
terms cannot be agreed upon within a reasonable period either Party may, upon written
notice to the other Party, terminate this Agreement without penalty or liability for such
termination
II OTHER GENERAL TERMS & CONDITIONS
9 AMENDMENTS
Any amendment modification, deletion or supplement to this Agreement must be in writing and
signed by an authorized representative of each Party. The term "Agreement" shall include any such
future amendments modifications deletions and supplements
10 ASSIGNMENT
Any assignment in whole or in part, by either Party of any right obligation duty or interest arising
under the Agreement without the written consent of the other Party shall be null and void except that
either Party may assign to the extent consistent with Applicable Law, all of its rights, and delegate its
obligations liabilities and duties under this Agreement either in whole or in part to any entity that is
or that was immediately preceding such assignment a subsidiary or Affiliate of that Party without
consent upon ninety (90) calendar days written notification The effectiveness of an assignment
shall be conditioned upon the assignee's written assumption of the rights obligations and duties of
the assigning Party, and the other Party being reasonably satisfied that the assignee is able to fulfill
the assignor's obligations hereunder. Any attempt to make an assignment or delegation in violation
of this Section shall constitute a default of this Agreement
11 ASSURANCE OF PAYMENT
111 Upon request by CenturyLink QCC shall provide to CenturyLink a deposit for or an adequate
assurance of payment of amounts due (or to become due) to CenturyLink hereunder. QCC's
failure to provide such deposit or assurance of payment to CenturyLink within thirty (30)
calendar days of CenturyLink s request for same shall constitute a default under this
Agreement
11.2. When a Deposit/Assurance of Payment Is Required Such deposit or assurance of payment
of charges may be requested by CenturyLink if QCC (a) in CenturyLink s reasonable
judgment, at the Effective Date or at any time thereafter, does not have established credit
with CenturyLink, (b) in CenturyLink's reasonable judgment, at the Effective Date or at any
time thereafter, is unable to demonstrate that it is creditworthy, (c) fails to timely pay a bill
rendered to QCC by CenturyLink or (d) admits its inability to pay its debts as such debts
become due, has commenced a voluntary case (or has had a case commenced against it)
under the U.S. Bankruptcy Code or any other law relating to bankruptcy, insolvency,
reorganization, winding-up, composition or adjustment of debts or the like, has made an
assignment for the benefit of creditors or is subject to a receivership or similar proceeding
11.3. Calculating the Amount of Deposit/Assurance of Payment Unless otherwise agreed by the
Parties, such deposit will be calculated based on the greater of (1) CenturyLink s estimated
two-month charges to QCC (including,,but not limited to both recurring and non-recurring
charges) using QCC s forecast of interconnection facilities and any other facilities or services
to be ordered from CenturyLink or (2) $5,000 If QCC does not provide a forecast of its
facility or service demand under this Agreement QCC shall provide, upon CenturyLink s
request, a deposit or assurance of payment of charges in an amount of $5000.
11.4. Modifying the Amount of Deposit/Assurance of Payment CenturyLink reserves the right in
its sole discretion, to modify the amount of the deposit or assurance of payment required of
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QCC if QCC is repeatedly delinquent in making its payments, or QCC is being reconnected
after a disconnection of service or discontinuance of the processing of orders by CenturyLink
due to QCC's previous non-payment, or when conditions otherwise justify such action based
on actual billing history and/or the credit rating of QCC. "Repeatedly delinquent" means any
payment received thirty (30) calendar days or more after the bill due date, three (3) or more
times during a twelve (12) month period. CenturyLink also may require an additional amount
of deposit or assurance of payment at any time after the submission of the original deposit or
assurance of payment if QCC's average monthly billing exceeds the estimated two-months
billing based on QCC's forecasts, referenced in preceding Section above, or if QCC has
failed to make timely payments in accordance with Billing and Payments/Disputed Amounts
Section below.
11.5. Form of Deposit/Assurance of Payment. Unless otherwise agreed by the Parties, the deposit
or assurance of payment shall, at CenturyLink's option, consist of (a) a cash security deposit
in U.S. dollars held by CenturyLink, or (b) an unconditional, irrevocable standby letter of
credit naming CenturyLink as the beneficiary thereof and otherwise in form and substance
satisfactory to CenturyLink from a financial institution acceptable to CenturyLink.
11.6. Interest on Cash Deposit. CenturyLink shall pay interest on any such cash deposit in
accordance with state requirements for End User deposits if such exist
11.7. Drawing on Deposit/Assurance of Payment. CenturyLink may (but is not obligated to) draw
on the letter of credit or cash deposit, as applicable, upon notice to QCC in respect of any
amounts to be paid by QCC hereunder that are not paid within thirty (30) calendar days of the
date that payment of such amounts is required by this Agreement.
11.8. QCC's Replenishment of Deposit/Assurance of Payment. If CenturyLink draws on the letter
of credit or cash deposit, upon request by CenturyLink, QCC shall provide a replacement or
supplemental letter of credit or cash deposit conforming to the requirements of Calculating
the Amount of Deposit/Assurance of Payment Section above.
11.9. Effect on Other Obligations. Notwithstanding anything else set forth in this Agreement, if
CenturyLink makes a request for a deposit or assurance of payment in accordance with the
terms of this Assurance of Payment Section, then CenturyLink shall have no obligation
thereafter to perform under this Agreement until such time as QCC has provided CenturyLink
with such deposit or assurance of payment The fact that a deposit or a letter of credit is
requested by CenturyLink hereunder shall in no way relieve QCC from compliance with the
requirements of this Agreement (including, but not limited to, any applicable Tariffs) as to
advance payments and timely payment for facilities or services, nor constitute a waiver or
modification of the terms herein pertaining to the discontinuance of services for nonpayment
of any amounts, payment of which is required by this Agreement.
12. AUDITS
12.1. Billing Audits. Except as may be otherwise specifically provided in this Agreement, either
Party ('Auditing Party") may audit the other Party's ('Audited Party") books, records,
documents, facilities and systems for the purpose of evaluating the accuracy of the Audited
Party's bills 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 contract quarter) if the immediately preceding audit found previously
uncorrected net inaccuracies in billing in favor of the Auditing Party having an aggregate
value of at least $50,000. For purposes of this Billing Audits Section, "Contract Year" means
a twelve (12) month period during the term of the Agreement commencing on the Effective
Date and each anniversary thereof.
12.2. Scope of Audit. The scope of the audit shall be limited to the services provided and/or
purchased by the Parties and the associated charges, books, records, data and other
documents relating thereto for the period which is the shorter of (I) the period subsequent to
the last day of the period covered by the audit which was last performed (or if no audit has
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been performed, the Effective Date) and (ii) the twelve (12) month period immediately
preceding the date the Audited Party received notice of such requested audit.
12.3. Auditors and Commencement of Audit. The audit shall be performed by independent certified
public accountants selected and paid by the Auditing Party. The accountants shall be
reasonable competent in telecommunications and be reasonably acceptable to the Audited
Party. Prior to commencing the audit, the accountants shall execute an agreement with the
Audited Party in a form reasonably acceptable to the Audited Party that protects the
confidentiality of the information disclosed by the Audited Party to the accountants. The audit
shall take place at a time and place agreed upon by the Parties; provided, that the Auditing
Party may require that the audit commence no later than sixty (60) calendar days after the
Auditing Party has given notice of the audit to the Audited Party; except that the Audited
Party has the right to extend the 60 days for specific resource availability conflict reasons
such as the financial Year End close of books information or billing system conversions in
progress or schedules to start during the audit or proper commitment of resources to other
audits or rate cases. In such a case, the Audited Party must provide written certification of
the conflict and the expected resource availability date The audit shall be completed within
forty-five (45) calendar days after its commencement.
12.4. Cooperation of the Parties. Each Party shall cooperate fully in any such audit, providing
reasonable access to any and all employees, books, records, documents, facilities and
systems, reasonably necessary to assess the accuracy of the Audited Party's bills. Each
audit shall be conducted on the premises of the Audited Party where the Audited Party's
records reside, will take place during normal business hours and shall comply with the
Audited Party's normal security procedures.
12.5. Audit Expenses. Audits shall be performed at the Auditing Party's expense, unless the audit
found billing errors or inaccuracies in favor of the Auditing Party, in which case the Audited
Party shall reimburse the Auditing Party for its expense in performing said audit There shall
be no charge for reasonable access to the Audited Party's employees, books, records,
documents, facilities and systems necessary to assess the accuracy of the Audited Party's
bills
12.6. Audit Summary. Neither Party shall have access to the data of the other Party, but shall rely
upon summary results provided by the auditor. The Audited Party may redact from the
books records and other documents provided to the auditor any confidential information of
the Audited Party that reveals the identity of other customers of the Audited Party. Each
Party shall maintain reports, records and data relevant to the billing of any services that are
the subject matter of this Agreement for a period of not less than twenty-four (24) months
after creation thereof, unless a longer period is required by Applicable Law.
12.7. Adjustments Adjustments to the Audited Party's charges shall be made to correct errors or
omissions disclosed by an audit The performance of adjustments shall be subject to
examination. The Audited Party will provide a formal written response to any findings in an
audit within thirty (30) calendar days of receipt of any such findings. The Auditing Party in
turn will respond to the Audited Party's response within forty-five (45) calendar days of receipt
of the Audited Party's response.
12.8. Overcharges or Undercharges. If any audit confirms any overcharge, then the billing Party
(or the Party that billed for services at more than the appropriate charge) shall promptly
correct any billing error, including refunding any overpayment by the other Party in the form of
a credit on the invoice for the first full billing cycle after the Parties have agreed upon the
accuracy of the audit results. If any audit confirms any undercharge, then the billed Party (or
the Party that was provided services at less than the appropriate charge) shall immediately
compensate the billing Party 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 percent (144%) 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
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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.
12.9. Disputes. Any disputes concerning audit results shall be referred to the Parties' designated
representative(s) who have authority to settle the dispute. If these individuals cannot resolve
the dispute within thirty (30) calendar days of the referral, the matter shall be resolved in
accordance with the procedures set forth in the Dispute Resolution Section of this
Agreement.
12.10. Traffic Audits. On thirty (30) calendar days' written notice, each Party must provide the other
the ability and opportunity to conduct an annual audit to ensure the proper routing and billing
of traffic. CenturyLink and QCC shall retain records of call detail for a minimum of nine (9)
months from which a Percentage Local Use (PLU) and/or Percentage Interstate Use (PIU)
can be ascertained. The audit shall be accomplished during normal business hours at an
office designated by the Party being audited. Audit requests shall not be submitted more
frequently than one (1) time per Contract Year, as defined in Billing Audits Section above.
Audits shall be performed by a mutually acceptable independent auditor paid for by the Party
requesting the audit. The PLU and/or PIU shall be adjusted based upon the audit results and
shall apply to the usage for the quarter the audit was completed, to the usage for the quarter
prior to the completion of the audit, and to the usage for the two quarters following the
completion of the audit.
12.11. Percentage Local Use. Upon request of either Party, each Party will report to the other an
accurate Percentage Local Usage ("PLU") to determine the amount of Local Traffic minutes
to be billed to the other Party unless the billing Party is able to track Local Traffic usage. For
purposes of developing the PLU, each Party shall consider every Local Traffic call and every
non-Local Traffic call, excluding Transit Traffic. Requests to calculate or recalculate PLU
shall be made no more frequently than every twelve (12) months. Notwithstanding the
foregoing, where the terminating Party has message recording technology that identifies the
jurisdiction of traffic terminated as defined in this Agreement, such information shall be
utilized to determine the appropriate Local Traffic usage compensation to be paid, if any, in
lieu of PLU at the terminating Party's option.
13. AUTHORIZATION AND AUTHORITY
13.1. Each person whose signature appears on this Agreement represents and warrants that he or
she has authority to bind the Party on whose behalf he or she has executed this Agreement.
Each Party represents he or she has had the opportunity to consult with legal counsel of his,
her or its choosing, and QCC has not relied on CenturyLink's counsel or on representations
by CenturyLink's personnel not specifically contained in this Agreement, in entering into this
Agreement.
13.2. CenturyLink represents and warrants that it is duly organized, validly existing and in good
standing under the laws of the State and has full power and authority to execute and deliver
this Agreement and to perform its obligations under this Agreement.
13.3. QCC represents and warrants that it is in good standing under the laws of the State and has
full power and authority to execute and deliver this Agreement and to perform its obligations
under this Agreement.
13.4. QCC Certification. Notwithstanding any other provision of this Agreement, CeñturyLink shall
have no obligation toperform under this Agreement until such time as QCC has obtained
such FCC and Commission authorization(s) as may be required by Applicable Law for
conducting business in the State as a QCC. QCC must represent and warrant to CenturyLink
that it is a certified local provider of Telephone Exchange Service in the State. QCC will
provide a copy of its Certificate of Operating Authority or other evidence of its status to
CenturyLink upon request. QCC shall not place any orders under this Agreement until it has
obtained such authorization QCC shall provide proof of such authorization to CenturyLink
upon request.
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14. BILLING AND PAYMENTS/DISPUTED AMOUNTS
14.1. Except as provided elsewhere in this Agreement and, where applicable, in conformance with
Multiple Exchange Carrier Access Billing (MECAB) guidelines and Multiple Exchange
Carriers Ordering and Design Guidelines for Access Services-Industry Support Interface
(MECOD), QCC and CenturyLink agree to exchange all information to accurately, reliably,
and properly order and bill for features functions and services provided under this
Agreement.
14.2. Back Billing. The Parties will bill each other in a timely manner. Neither Party will initiate
credit claims or bill the other Party for previously unbilled, under-billed or over-billed charges
for services that were provided more than one (1) year prior to the applicable bill date. Each
Party will provide prompt notice of any intent to claim credits or bill for charges incurred more
than ninety (90) calendar days prior.
14.3. Payment. Except as otherwise provided in this Agreement, payment of amounts billed for
services provided under this Agreement, whether billed on a monthly basis or as otherwise
provided in this Agreement, shall be due, in immediately available U.S. funds, within thirty
(30) calendar days of the Bill Date ("Bill Due Date"). If the Bill Due Date is a Saturday,
Sunday, or has been designated a bank holiday, payment will be made the next Business
Day. Payments may be transmitted by electronic funds transfer. Late payment charges, if
any, will be payable in accordance with the provisions of this Agreement
14.4. Late Payment Charges. If any undisputed amount due on a billing statement is not received
by the billing Party by the Bill Due Date, the billing Party shall calculate and assess, and the
billed Party agrees to pay, a late payment charge on the past due balance equal to one and
one-half percent (144%) per month or the highest rate of interest that may be charged under
Applicable Law, compounded daily, for the number of days from the Bill Date until the date on
which such payment is made. Such late payment charges shall be included on the billing
Party's next statement to the billed Party.
14.5. Disputed Amounts. If any portion of an amount billed by a Party under this Agreement is
subject to a good faith dispute between the Parties, the billed Party shall give written notice to
the billing Party of the amounts it disputes ('Disputed Amounts) and shall include in such
notice the specific details and reasons for disputing each item. Such written notice shall be
submitted in accordance with the guidelines for submitting billing dispute claims set forth in
CenturyLink s CLEC Standard Practices Disputed billing claims shall be submitted no later
than the Bill Due Date. Failure by the billed Party to file any such claim before the Bill Due
Date means that the total charges billed are due and payable to the billing Party on the due
date. The billed Party may not withhold payment of amounts past the due date pending a
later filing of a dispute but must pay all amounts due for which it has not provided a written
notice of dispute on or prior to the Bill Due Date. If the billed Party disputes charges after the
Bill Due Date and has not paid such charges, such charges shall be subject to late payment
charges. Both QCC and CenturyLink agree to expedite the investigation of any Disputed
Amounts, promptly provide all documentation regarding the amount disputed that is
reasonably requested by the other Party, and work in good faith in an effort to resolve and
settle the dispute through informal means prior to initiating formal Dispute Resolution
14.6. If the billed Party disputes any charges and any portion of the dispute is resolved in favor of
the billed Party, the Parties shall cooperate to ensure that (a) the billing Party shall credit the
invoice of the billed Party for that portion of the Disputed Amount resolved in favor of the
billed Party, together with any late payment charges assessed with respect thereto no later
than the second Bill Due Date after the resolution of the billing dispute.
14.7. Effect of Non-Payment.
a If the billed Party does not remit payment of all undisputed charges on a bill by the Bill
Due Date, the billing Party may discontinue processing orders for relevant or like services
provided under this Agreement on or after the tenth (10th) calendar day following the Bill
Due Date. The billing Party will notify the other Party in writing, via email or certified mail,
0
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at least five (5) calendar days prior to discontinuing the processing of orders for the
relevant services. If the billing Party does not refuse to accept additional orders for
service(s) on the date specified in such notice, and the billed Party's non-compliance
continues, nothing contained herein shall preclude the billing Party from refusing to
accept any or all additional orders for service(s) from the non-complying Party without
further notice or from billing and collecting the appropriate charges from the billed Party.
For order processing to resume, the billed Party will be required to make full payment of
all past and current undisputed charges under this Agreement for the relevant services.
Additionally, the billing Party may require a deposit or assurance of payment (or
additional deposit or assurance of payment) from the billed Party, pursuant to Assurance
of Payment Section above. In addition to other remedies that may be available at law or
equity, the billed Party reserves the right to seek equitable relief, including injunctive relief
and specific performance.
b.Notwithstanding preceding Section above, if the billed Party does not remit payment of all
undisputed charges on a bill by the Bill Due Date, the billing Party may at its option
disconnect any and all relevant or related services provided under this Agreement
following written notification to the billed Party at least seven (7) Business Days prior to
disconnection of the unpaid service(s). Such notification may be included in a notification
to refuse to accept additional orders so long as the appropriate dates for each
consequence are listed therein. If the billed Party subsequently pays all of such
undisputed charges and desires to reconnect any such disconnected services, the billed
Party shall pay the applicable charge set forth in this Agreement or in the applicable Tariff
for reconnecting each service disconnected pursuant to this paragraph. In case of such
disconnection, all applicable undisputed charges, including termination charges, shall
become due and payable. If the billing Party does not disconnect the billed Party's
service(s) on the date specified in such notice, and the billed Party's non-compliance
continues, nothing contained herein shall preclude the billing Party from disconnecting all
service(s) of the non-complying Party without further notice or from billing and collecting
the appropriate charges from the billed Party. For reconnection of the non-paid service to
occur, the billed Party will be required to make full payment of all past and current
undisputed charges under this Agreement for the relevant services. Additionally, the
billing Party may require a deposit or assurance of payment (or additional deposit or
assurance of payment) from the billed Party, pursuant to Assurance of Payment Section
above. In addition to other remedies that may be available at law or equity, the billing
Party reserves the right to seek equitable relief, including injunctive relief and specific
performance.
c.Notwithstanding both preceding Sections above, if the billing Party is forced to undertake
collection efforts for undisputed, defaulted or post-termination amounts outstanding, the
billed Party is liable for reimbursement to the billing Party any and all costs associated
with the collection of such a debt including but not limited to collection agency fees and
legal fees.
15. CAPACITY PLANNING AND FORECASTS
15.1. As soon after the Effective Date as practicable, the Parties agree to develop joint planning
and forecasting responsibilities which are applicable to local services, number portability and
interconnection services. CenturyLink may delay processing QCC service orders should
QCC not perform obligations as specified in this Section. Such responsibilities shall include
but are not limited to the following:
a.The Parties will establish periodic reviews of network and technology plans and will notify
one another no later than six (6) months in advance of changes that would impact either
Party's provision of services.
b.QCC will furnish to CenturyLink information that provides for statewide annual forecasts
of facility/demand. If during the Term of this Agreement, QCC desires to offer services in
a CenturyLink local calling area for which QCC has not previously submitted a forecast,
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QCC shall submit a revised forecast that incorporates the information identified above for
the new local calling area or a supplemental forecast for such local calling area providing
the information identified above QCC shall submit such revised or supplemental
forecast as soon as practicable but in no event less than thirty (30) calendar days before
it orders services and/or facilities under this Agreement in the new CenturyLink local
calling area.
c.The Parties will develop joint forecasting responsibilities for traffic exchange over trunk
groups and yearly forecasted trunk quantities as set forth in Article IV (Interconnection).
d.QCC shall notify CenturyLink promptly of any changes in QCC's business or prevailing
business conditions that may impact any of its forecasts in the next forecasting period
more than ten percent (10%) to current forecasts (increase or decrease) QCC orders
that exceed its forecast shall only be filled by CenturyLink to the extent that requested
capacity is Currently Available.
e CenturyLink reserves the right to condition the fulfillment of additional service orders on
satisfactory QCC fill rates in previously ordered capacity, or on QCC payment for all of
the additional capacity absent satisfactory fill rates
f.Requested or forecasted facility additions not justified by traffic fill rates and fill rate
trends will not be provisioned unless QCC provides proof of the needed increase at a
specific point in time All information provided by QCC will be considered confidential
information under federal law and Agreement terms.
g.CenturyLink reserves the right to assess QCC a stranded plant/facility or discontinued
service order charge for capacity forecast by QCC but not used by QCC within six (6)
months after a forecast period to the extent that CenturyLink built the plant/facility based
on QCC's order.
. 16 CHANGES IN LAW
16.1. Except as provided in Additions to Existing Obligations Section below, the terms and
conditions of this Agreement shall be subject to any and all changes in Applicable Law,
including but not limited to changes to rules and regulations that subsequently may be
prescribed by any federal, state or local governmental authority having competent
jurisdiction.
16-2. Removal of Existing Obligations Notwithstanding anything in this Agreement to the contrary,
if, as a result of any legislative, judicial, regulatory or other governmental decision, order,
determination or action or any change in Applicable Law subsequent to the Effective Date,
CenturyLink is no longer required by Applicable Law to continue to provide any service
facility, payment or benefit otherwise required to be provided to QCC under this Agreement,
then CenturyLink may discontinue the provision of any such service, facility, payment or
benefit. CenturyLink will provide thirty (30) calendar days prior written notice to QCC of any
such discontinuation of a service or facility, unless a different notice period or different
conditions are specified by Applicable Law for termination of such service facility, payment or
benefit in which event such specified period and/or conditions shall apply. The Parties may
amend this Agreement pursuant to Amendment Section to reflect such change in Applicable
Law. If QCC disputes CenturyLink s discontinuance of such service facility, payment or
benefit, the dispute resolution procedures, of the Dispute Resolution Section of this
Agreement, shall apply and any consequent changes to the terms of this Agreement
(including billing terms) as a result of such change in Applicable Law shall be retroactive to
the discontinuation date set forth in CenturyLink s written notice to QCC or the date specified
by Applicable Law, whichever applies
16.3. Additions to Existing Obligations. Notwithstanding anything in this Agreement to the contrary,
if, as a result of any legislative judicial regulatory or other governmental decision order,
.

determination or action, or any change in Applicable Law subsequent to the Effective Date,
CenturyLink is required by such change in Applicable Law to provide a service not already
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provided to QCC under the terms of this Agreement, the Parties agree to add or modify, in
writing, the affected term(s) and condition(s) of this Agreement to the extent necessary to
bring them into compliance with such change in Applicable Law. The Parties shall initiate
negotiations to add or modify such terms upon the written request of a Party. The Parties
agree to negotiate such additional or modified terms and conditions within thirty (30) calendar
days of receipt of the requesting Party's written request. If the Parties cannot agree to
additional or modified terms to amend the Agreement, the Parties shall submit the dispute to
dispute resolution pursuant to the procedures set forth in the Dispute Resolution Section of
this Agreement.
16.4. Notwithstanding both preceding Sections above, to the extent that the Parties have agreed to
any terms and conditions set forth in this Agreement that do not reflect or fully reflect the
extent of the Parties' respective rights and/or obligations under Applicable Law for good and
valuable consideration through the process of good faith negotiations, a subsequent change
in Applicable Law may not be given effect in this Agreement, through the amendment
process or otherwise, without the mutual consent of both Parties. Any terms reached by the
Parties constituting a Voluntary Agreement to which this Section applies shall be identified as
being an agreement made "pursuant to this Section" or by language of similar import.
17.CLEC PROFILE
17.1. QCC shall not place any orders under this Agreement until it has completed and submitted to
CenturyLink a "CLEC Profile," in a form provided by CenturyLink and, if required by
CenturyLink, paid a deposit for assurance of payment pursuant to Assurance of Payment
Section of the Agreement. Among other things required to be listed on the CLEC Profile,
QCC will provide to CenturyLink its Operating Company Number (OCN), Company Code
(CC), and Customer Carrier Name Abbreviation (CCNA) as described in the CenturyLink
Standard Practices.
17.2. Certificate of Operating Authority. QCC must represent and warrant to CenturyLink that it is a
certified provider of local Telephone Exchange Service in the State. QCC will provide a copy
of its Certificate of Operating Authority or other evidence of its status to CenturyLink upon
request.
18.CONFIDENTIAL INFORMATION
18.1. Identification. Either Party may disclose to the other proprietary or confidential customer,
technical, or business information in written, graphic, oral or other tangible or intangible forms
("Confidential Information"). In order for information to be considered Confidential Information
under this Agreement it must be marked "Confidential" or Proprietary" or bear a marking of
similar import. Orally or visually disclosed information shall be deemed Confidential
Information only if contemporaneously identified as such and reduced to writing and delivered
to the other Party with a statement or marking of confidentiality within thirty (30) calendar
days after oral or visual disclosure.
18.2. Notwithstanding the foregoing, pre-orders, and all orders for services placed by QCC
pursuant to this Agreement and information that would constitute Customer Proprietary
Network Information (CPNI) of QCC End User Customers pursuant to the Act and the rules
and regulations of the FCC, as well as recorded usage information with respect to QCC End
User Customers, whether disclosed by QCC to CenturyLink or otherwise acquired by
CenturyLink in the course of its performance under this Agreement, is considered
Confidential Information.
18.3. Handling. In order to protect such Confidential Information from improper disclosure, each
Party agrees:
a.That all Confidential Information shall be and shall remain the exclusive property of the
source;
b.To limit access to such Confidential Information to authorized employees who have a
need to know the Confidential Information for performance of this Agreement;
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c.To keep such Confidential Information confidential and to use the same level of care to
prevent disclosure or unauthorized use of any Confidential Information it receives as it
exercises in protecting its own Confidential Information of a similar nature
d.Not to copy, publish, or disclose such Confidential Information to others or authorize
anyone else to copy, publish, or disclose such Confidential Information to others without
the prior written approval of the source;
e.To promptly return any copies of such Confidential Information to the source at its
request;
f.To use such Confidential Information only for purposes of performing work or services
described hereunder and for other purposes only upon such terms as may be agreed
upon between the Parties in writing; and
g.Subject to the exceptions in the following Section below, if the Party receiving
Confidential Information wishes to disclose the disclosing Party's Confidential Information
to a third-party, such disclosure must be agreed to in writing by the disclosing Party, and
the third-party must have executed a written agreement of nondisclosure and nonuse
comparable in scope to the terms of this Section.
18.4. Exceptions. These obligations shall not apply to any Confidential Information that was legally
in the recipient's possession prior to receipt from the source, was received in good faith from
a third party 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 Confidential
Information received in confidence from the source, or that is required to be disclosed
pursuant to subpoena or other legal process issued by a court or administrative agency
having appropriate jurisdiction provided however, that subject to Limitation of Liability and
Exceptions language (within the Liability and Indemnification Section of this Agreement), the
recipient shall give prior notice to the source before disclosing Confidential Information and
shall reasonably cooperate if the source deems it necessary to seek protective
arrangements.
18.5. Survival. The obligation of confidentiality and use with respect to Confidential Information
disclosed by one Party to the other shall survive any termination of this Agreement for a
period of three (3) years from the date of the initial disclosure of the Confidential Information.
19.CONSENT
Except as otherwise expressly stated in this Agreement (including, but not limited to, where consent,
approval, agreement or a similar action is stated to be within a Party's sole discretion), where
consent, approval, mutual agreement or a similar action is required by any provision of this
Agreement, such action shall not be unreasonably withheld, conditioned or delayed.
20.CONTACTS BETWEEN THE PARTIES
Each Party shall update its own contact information and escalation list and shall provide such
information to the other Party for purposes of inquiries regarding the implementation of this
Agreement. Each Party shall accept all inquiries from the other Party and provide a timely response.
CenturyLink will provide and maintain its contact and escalation list in its CenturyLink Standard
Practices ("Standard Practices") as amended and updated from time to time. The Standard Practices
are provided to QCC on CenturyLink's Website, and any updates also will be provided on the Website
in the event such information changes. Information contained in the Standard Practices will include a
single contact telephone number for CenturyLink's CLEC Service Center (via an 800#) that QCC may
call for all ordering and status inquiries and other day-to-day inquiries between 8 a.m. and 5 p.m.,
Monday through Friday (except holidays). In addition, the Standard Practices will provide QCC with
contact information for the personnel and/or organizations within CenturyLink capable of assisting
QCC with inquiries regarding the ordering provisioning and billing of interconnection services
Included in this information will be the contact information for a person or persons to whom QCC can
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escalate issues dealing with the implementation of the Agreement and/or for assistance in resolving
disputes arising under the Agreement.
21.CONTACTS WITH CUSTOMERS
Except as otherwise provided in this Agreement, QCC shall provide the exclusive interface with
QCC's End User Customers.
22.COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument.
23.DISPUTE RESOLUTION
The following provisions apply to dispute resolution under the Agreement, except that the terms of the
Billing and Payments/Disputed Amounts Section of this Article apply to the resolution of any billing
disputes.
23.1. Alternative to Litigation. Except as provided under Section 252 of the Act with respect to the
approval of this Agreement by the Commission, the Parties desire to resolve disputes arising
out of or relating to this Agreement without litigation. Accordingly, except for an action
seeking a temporary restraining order or an injunction related to the purposes of this
Agreement, or suit to compel compliance with this dispute resolution process, the Parties
agree that the following dispute resolution procedures shall be followed.
23.2. A Party may not submit a dispute to any court, commission or agency of competent
jurisdiction for resolution unless at least sixty (60) days have elapsed after the Party asserting
the dispute has given written notice of such dispute to the other Party. Such notice must
explain in reasonable detail the specific circumstances and grounds for each disputed item.
If a Party gives notice of a billing dispute more than thirty (30) days after the billing date and
has not paid the disputed amounts by the payment due date, then the notice of such dispute
shall be deemed to have been given thirty (30) days after the billing date for purposes of
calculating the time period before such dispute may be submitted to any court, commission or
agency of competent jurisdiction for resolution.
23.3. The Parties shall meet or confer as often as they reasonably deem necessary in order to
discuss the dispute and negotiate in good faith in an effort to resolve such dispute. The
specific format for such discussions will be left to the discretion of the Parties, provided,
however, that all reasonable requests for relevant, non-privileged, information made by one
Party to the other Party shall be honored, and provided that the following terms and
conditions shall apply:
23.4. If CenturyLink provides written notice to QCC that a billing dispute has been denied, stating
the grounds for such determination, then QCC shall have ten (10) days in which to either pay
the disputed amounts or to send written notice to the National Dispute Center advising that
the CLEC disagrees with the determination by CenturyLink, and such notice may be
accompanied by any additional, relevant materials submitted by QCC. Failure by QCC to
make a timely response to a notice of denial by CenturyLink shall result in lifting the
suspension of the payment due date for such disputed invoice, and the possible assessment
of late charges and suspension or termination of service for non-payment.
23.5. Failure by QCC to make a timely response to a notice of denial by CenturyLink shall also
preclude QCC from thereafter requesting an escalation of the same dispute under the
following paragraph, although QCC may file an action seeking resolution of the dispute by
any court, commission or agency of competent jurisdiction.
23.6. If the Parties are unable to resolve the dispute in the normal course of business within thirty
(30) days after delivery of notice of the Dispute, then upon the request of either Party, the
dispute shall be escalated to other representatives of each Party that have authority to settle
the dispute, and such escalation may be repeated every thirty (30) days during which
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negotiations continue. Referral of a dispute by a Party to its legal counsel shall be so considered an escalation for purposes of this paragraph.
23.7. If the Parties are unable to resolve the dispute within sixty (60) days after delivery of the initial
notice of the dispute, then either Party may file a petition or complaint with any court,
commission or agency of competent jurisdiction seeking resolution of the dispute. The
petition or complaint shall include a statement that both Parties have agreed to request an
expedited resolution within sixty (60) days from the date on which the petition or complaint
was filed, or within such shorter time as may be appropriate for any Service Affecting dispute.
23.8. If the court, commission or agency of competent jurisdiction appoints an expert(s) a special
master, or other facilitator(s) to assist in its decision making, each Party shall pay half of the
fees and expenses so incurred. A Party seeking discovery shall reimburse the responding
Party the reasonable costs of production of documents (including search time and
reproduction costs). Subject to the foregoing, each Party shall bear its own costs in
connection with any dispute resolution procedures, and the Parties shall equally split the fees
of any arbitration or arbitrator that may be employed to resolve a dispute.
23.9. During dispute resolution proceedings conducted by any court, commission or agency of
competent jurisdiction each Party shall continue to perform its obligations under this
Agreement provided, however, that neither Party shall be required to act in any unlawful
fashion.
23.10. A dispute which has been resolved by a written settlement agreement between the Parties or
pursuant to a determination by any court, commission or agency of competent jurisdiction
may not be resubmitted under the dispute resolution process.
23.11. Continuous Service. Except where the dispute pertains to technical feasibility or a lack of
facilities, the Parties shall continue providing services to each other during the pendency of
10 (including
dispute resolution procedure, and the Parties shall continue to perform their obligations
(including making payments in accordance with the Assurance of Payment Section of the
Agreement) in accordance with this Agreement. However, during the pendency of any
dispute resolution procedures, CenturyLink reserves the right not to accept new QCC service
orders.
24.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the Parties pertaining to the subject matter of this
Agreement and supersedes all prior agreements negotiations proposals and representations
whether written or oral, and all contemporaneous oral agreements, negotiations, proposals, and
representations concerning such subject matter. No representations, understandings, agreements, or
warranties expressed or implied have been made or relied upon in the making of this Agreement
other than those specifically set forth herein.
25.EXPENSES
25.1. In performing under this Agreement, CenturyLink may be required to make expenditures or
otherwise incur costs that are not otherwise reimbursed under this Agreement In such
event CenturyLink is entitled to reimbursement from QCC for all such costs For all such
costs and expenses CenturyLink shall receive through nonrecurring charges ( NRC5 ) the
actual costs and expenses incurred including labor costs and expenses overhead and fixed
charges and may include a reasonable contribution to CenturyLink s common costs If QCC
makes a request that involves expenditures or costs not otherwise covered under this
agreement CenturyLink will provide a quote to QCC in a timely manner and QCC must agree
to accept the quoted charges prior to CenturyLink s initiation of work
25.2. Except as specifically set out in this Agreement, each Party shall be solely responsible for its
own expenses involved in all activities related to the subject of this Agreement
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26.FORCE MAJEURE
26.1. In the event performance of this Agreement, or any obligation hereunder, is either directly or
indirectly prevented, restricted, or interfered with by reason of fire, flood, earthquake or like
acts of God, wars, terrorism, revolution, civil commotion, explosion, acts of public enemy,
embargo, acts of the government in its sovereign capacity, labor difficulties, including without
limitation, strikes, slowdowns, picketing, or boycotts, unavailability of equipment from vendor,
changes requested by customer, or any other material change of circumstances beyond the
reasonable control and without the fault or negligence of the Party affected ("Force Majeure
Events"), the Party affected, upon giving prompt notice to the other Party, shall be excused
from such performance on a day-to-day basis to the extent of such prevention, restriction, or
interference (and the other Party shall likewise be excused from performance of its
obligations on a day-to-day basis until the delay, restriction or interference has ceased);
provided however, that the Party so affected shall use commercially reasonable efforts to
avoid or remove such causes of nonperformance or Force Majeure Events, and both Parties
shall proceed whenever such causes or Force Majeure Events are removed or cease.
26.2. It is expressly agreed that insolvency or financial distress of a Party is not a Force Majeure
Event and is not otherwise subject to the Force Majeure Section of the Agreement.
Notwithstanding the provisions of the preceding Section above, in no case shall a Force
Majeure Event excuse either Party from an obligation to pay money as required by this
Agreement.
26.3. Nothing in this Agreement shall require the non-performing Party to settle any labor dispute
except as the non-performing Party, in its sole discretion, determines appropriate.
27.FRAUD
QCC assumes responsibility for all fraud associated with its End User Customers and accounts.
CenturyLink will cooperate in good faith but shall bear no responsibility fOr, nor is it required to
investigate or make adjustments to, QCC's account in cases of fraud. 0 28.GOOD FAITH PERFORMANCE
28.1. The Parties shall act in good faith in the performance of their obligations under this
Agreement.
28.2. Performance Issues. In the spirit of good faith and upon request by either Party, the Parties
agree to meet once a month during the Term of this Agreement, at mutually agreed upon day
and time, to discuss the performance of the Parties under this Agreement. The requesting
Party should provide a proposed agenda in advance of the meeting. At each such monthly
session the Parties may discuss: (i) the administration and maintenance of the
interconnections and trunk groups provisioned under this Agreement; (ii) the Parties'
provisioning of the services and ancillary functions provided under this Agreement; (iii) and
any areas in which such performance may be improved; (iv) any problems that were
encountered during the preceding month or anticipated in the upcoming month; (v) the
reason underlying any such problem and the effect, if any, that such problem had, has or may
have on the performance of the Parties; and (vi) the specific steps taken or proposed to be
taken to remedy such problem. In addition to the foregoing, the Parties may meet to discuss
any matters that relate to the performance of this Agreement, as may be requested from time
to time by either of the Parties.
29.HEADINGS
The headings in this Agreement are inserted for convenience and identification only and shall not be
considered in the interpretation of this Agreement.
30.INTELLECTUAL PROPERTY
30.1. QCC acknowledges that its right under this Agreement to interconnect with CenturyLink's
network may be subject to or limited by Intellectual Property rights (including, without
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I *
limitation, patent, copyright, trade secret, trademark, service mark, trade name and trade
dress rights) and other rights of third parties.
30.2. QCC acknowledges that services and facilities to be provided by CenturyLink hereunder may
use or incorporate products, services or information proprietary to third party vendors and
may be subject to or limited by Intellectual Property rights (including, without limitation,
patent, copyright, trade secret, trademark, service mark, trade name and trade dress rights)
and other rights of third parties.
30.3. Upon written request by QCC, CenturyLink will use commercially reasonable efforts to
procure rights or licenses to allow CenturyLink to use Intellectual Property and other rights of
third parties to provide interconnection, services and facilities to QCC (Additional Rights and
Licenses"). QCC shall promptly reimburse CenturyLink for all costs incurred by CenturyLink
and/or CenturyLink s Affiliates in connection with the procurement of Additional Rights and
Licenses including without limitation all software license fees and/or maintenance fees or
any increase thereof, incurred by CenturyLink or any CenturyLink Affiliate CenturyLink shall
have the right to obtain reasonable assurances of such prompt reimbursement by QCC prior
to the execution by CenturyLink or any CenturyLink Affiliate of any new agreement or
extension of any existing agreement relating to any Additional Rights and Licenses. In the
event QCC fails to promptly reimburse CenturyLink for any such cost, then, in addition to
other remedies available to CenturyLink under this Agreement, CenturyLink shall have no
obligation to provide to QCC any product, service or facility to which such Additional Rights
and Licenses relate In the event any product or service to which the Additional Rights and
Licenses relate is provided to any carrier(s) other than CenturyLink, CenturyLink's Affiliates
and QCC, CenturyLink shall reasonably apportion among QCC and such non-CenturyLink
carriers, on a prospective basis only, the costs incurred by CenturyLink and/or its Affiliates in
connection with the procurement and continuation of such Additional Rights and Licenses;
provided however, that such apportionment shall not apply to any previously incurred costs
and shall apply only for the period of such provision to such carrier(s)
30.4. Both Parties agree to promptly inform the other of any pending or threatened Intellectual
Property Claims of third parties that may arise in the performance of this Agreement
30.5. For the purposes of this Agreement, any Intellectual Property originating from or developed
by such Party shall remain in the exclusive ownership of that Party. Notwithstanding the
exclusive ownership of Intellectual Property originated by a Party, the Party that owns such
Intellectual Property will not assess a separate fee or charge to the other Party for the use of
such Intellectual Property to the extent used in the provision of a product or service available
to either Party under this Agreement that utilizes such Intellectual Property to function
properly.
30.6. Except as expressly stated in this Agreement this Agreement shall not be construed as
granting a license with respect to any patent, copyright, trade name, trademark, service mark,
trade secret or any other Intellectual Property, now or hereafter owned controlled or
licensable by either Party. Except as expressly provided in this Agreement neither Party
may use any patent, copyrightable materials trademark trade name trade secret or other
Intellectual Property, of the other Party except in accordance with the terms of a separate
license agreement between the Parties granting such rights
30.7. Except as provided in prior Intellectual Property Sections above and/or in Non-Exclusive
Remedies Section below, neither Party shall have any obligation to defend, indemnify or hold
harmless or acquire any license or right for the benefit of or owe any other obligation or
have any liability to, the other Party or its Affiliates or customers based on or arising from any
third party claim alleging or asserting that the provision or use of any service facility,
arrangement, or software by either Party, or the performance of any service or method, either
alone or in conjunction with the other Party, constitutes direct, vicarious or contributory
infringement or inducement to infringe or misuse or misappropriation of any patent,
copyright trademark trade secret or any other proprietary or intellectual property right of any
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Party or third person. Each Party, however, shall offer to the other reasonable cooperation
and assistance in the defense of any such claim. 0
30.8. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES
AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, THAT THE USE BY EACH PARTY OF THE
OTHER'S SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT GIVE RISE TO
A CLAIM OF INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY
INTELLECTUAL PROPERTY RIGHT.
31.LAW ENFORCEMENT
31.1. Except to the extent not available in connection with CenturyLink's operation of its own
business, CenturyLink shall provide seven days a week/twenty-four hours a day assistance to
law enforcement persons for emergency traps, assistance involving emergency traces and
emergency information retrieval on customer invoked CLASS services.
31.2. Except where prohibited by a subpoena, civil investigative demand, or other legal process as
set forth in Limitation of Liability and Exception language (within Liability and Indemnification
Section below), CenturyLink agrees to work jointly with QCC in security matters to support
law enforcement agency requirements for traps, traces, court orders, etc. 0CC shall be
responsible for and shall be billed for any charges associated with providing such services for
QCC's End User Customers.
31.3. Where CenturyLink receives a subpoena from law enforcement, and its database search
shows that the telephone number in question is not a CenturyLink account, CenturyLink shall
send such information back to law enforcement, along with the name of the company to
which such account is connected, if available, for further processing by law enforcement.
31.4. If a Party receives a subpoena, civil investigative demand, or other legal process (hereinafter,
"subpoena") issued by a court or governmental agency having appropriate jurisdiction, and
such subpoena expressly prohibits the Party receiving the subpoena ("receiving Party") from
disclosing the receipt of the subpoena or the delivery of a response to the subpoena, such
receiving Party shall not be required to notify the other Party that it has received and/or
responded to such subpoena, even if the subpoena seeks or the receiving Party's response
thereto discloses Confidential Information of the other Party or its customers. Under such
circumstances, the receiving Party's disclosure to the other Party of its receipt of or delivery
of a response to such a subpoena shall be governed by the requirements of the subpoena
and/or the court, governmental agency or law enforcement agency having appropriate
jurisdiction.
32.LIABILITY AND INDEMNIFICATION
32.1. Indemnification Against Third-Party Claims Each Party (the Indemnifying Party") agrees to
indemnify, defend, and hold harmless the other Party (the "Indemnified Party") and the other
Party's Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and
former officers, directors, members, shareholders, agents, contractors and employees of all
such persons and entities (collectively, with Indemnified Party, the "Indemnitee Group"), from
any and all Claims. "Claim" means any action, cause of action, suit, proceeding, claim, or
demand of any third party (and all resulting judgments, bona fide settlements, penalties,
damages losses liabilities costs and expenses (including but not limited to reasonable
costs and attorneys fees)) (a) based on allegations that if true would establish (i) the
Indemnifying Party's breach of this Agreement; (ii) the Indemnifying Party's
misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party's negligence; (iv)
infringement by the Indemnifying Party or by any Indemnifying Party product or service of any
patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade
secret, or any other proprietary right of any third party; (v) the Indemnifying Party's liability in
relation to any material that is defamatory or wrongfully discloses private or personal matters;
or (vi) the Indemnifying Party's wrongful use or unauthorized disclosure of data; or (b) that
arises out of (i) any act or omission of the Indemnifying Party or its subcontractors or agents
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relating to the Indemnifying Party's performance or obligations under this Agreement; (ii) any
act or omission of the Indemnifying Party's customer(s) or End User(s) (iii) the bodily injury
or death of any person or the loss or disappearance of or damage to the tangible property of
any person, relating to the Indemnifying Party's performance or obligations under this
Agreement; (iv) the Indemnifying Party's design, testing, manufacturing, marketing,
promotion, advertisement, distribution, lease or sale of services and/or products to its
customers, or such customers' use, possession, or operation of those services and/or
products; or (v) personal injury to or any unemployment compensation claim by one or more
of the Indemnifying Party's employees notwithstanding any protections the Indemnifying
Party might otherwise have under applicable workers compensation or unemployment
insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party
and other persons and entities to be indemnified under this Section (other than applicable
employee claimant(s)), for purposes of this Section. "Reasonable costs and attorneys' fees,"
as used in this Section, includes without limitation fees and costs incurred to interpret or
enforce this Section. The Indemnified Party will provide the Indemnifying Party with
reasonably prompt written notice of any Claim. At the Indemnifying Party's expense, the
Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection
with the defense or settlement of any Claim. The Indemnified Party may, at its expense,
employ separate counsel to monitor and participate in the defense of any Claim.
32.2. Notwithstanding anything to the contrary in the preceding Section above a Party may not
seek indemnification with respect to any Claim by that Party's customer(s) or End User(s),
but rather shall be the Indemnifying Party with respect to all Claims by its customer(s) and
End User(s).
32.3. The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the
Indemnitee Group and any third-party provider or operator of facilities involved in the
provision of products services or facilities under this Agreement from all losses claims
demands damages expenses suits or other actions or any liability whatsoever, including,
but not limited to, costs and attorneys' fees, suffered, made, instituted, or asserted by the
Indemnifying Party's End User Customer(s) arising from or relating to any products, services,
or facilities provided by or through the Indemnified Party or such third-party provider or
operator. The Indemnifying Party further agrees to release, indemnify, defend, and hold
harmless the Indemnitee Group from all losses, claims, demands, damages, expenses, suits,
or other actions or any liability whatsoever, including but not limited to costs and attorneys
fees, suffered, made, instituted, or asserted by any third party against an indemnified Party
arising from or in any way related to actual or alleged defamation, libel, slander, interference
with or misappropriation of proprietary or creative right, or any other injury to any person or
property arising out of content transmitted by the Indemnifying Party's End User Customer(s).
324 DISCLAIMER OF WARRANTIES EXCEPT FOR THOSE WARRANTIES EXPRESSLY
PROVIDED IN THIS AGREEMENT OR REQUIRED BY STATUTE, EACH PARTY ON
BEHALF OF ITSELF AND ITS AFFILIATES AND SUPPLIERS DISCLAIMS ALL
WARRANTIES AND DUTIES, WHETHER EXPRESS OR IMPLIED, AS TO THE SERVICES,
PRODUCTS AND ANY OTHER INFORMATION OR MATERIALS EXCHANGED BY THE
PARTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, DUTIES, OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
REASONABLE CARE, WORKMANLIKE EFFORT, RESULTS, LACK OF NEGLIGENCE, OR
ACCURACY OR COMPLETENESS OF RESPONSES. EXCEPT FOR THOSE
WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRED BY
STATUTE, THERE IS NO WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET
POSSESSION, CORRESPONDENCE TO DESCRIPTION, AUTHORITY, OR NON-
INFRINGEMENT WITH RESPECT TO THE SERVICES, PRODUCTS, AND ANY OTHER
INFORMATION OR MATERIALS EXCHANGED BY THE PARTIES UNDER THIS
AGREEMENT.
32.5. Limitation of Liability Disclaimer of Consequential Damages Exceptions
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a.Except as provided in Sections below, each Party's liability to the other, whether in
contract, tort or otherwise, shall be limited to direct damages, which shall not exceed the
monthly charges, plus any related costs/expenses the other Party may recover, including
those under Force Majeure Section above, and plus any costs/expenses for which the
Parties specify reimbursement in this Agreement for the services or facilities for which the
claim of liability arose. Except as provided in Sections below, each Party's liability to the
other during any Contract Year resulting from any and all causes will not exceed the total
of any amounts charged to QCC by CenturyLink under this Agreement during the
Contract Year in which such cause accrues or arises. For purposes of this Section, the
first Contract Year commences on the first day this Agreement becomes effective, and
each subsequent Contract Year commences on the day following the anniversary of that
date.
b.EXCEPT AS PROVIDED IN SECTIONS BELOW, NEITHER PARTY WILL BE LIABLE
TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
RELIANCE, OR SPECIAL DAMAGES SUFFERED BY SUCH OTHER PARTY
(INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST
REVENUES, LOST SAVINGS, OR LOST PROFITS SUFFERED BY SUCH OTHER
PARTY), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
WARRANTY, STRICT LIABILITY, OR TORT, INCLUDING WITHOUT LIMITATION,
NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, AND REGARDLESS
OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES
COULD RESULT.
c.Should either Party provide advice, make recommendations, or supply other analysis
related to the services or facilities described in this Agreement, this limitation of liability
shall apply to the provision of such advice, recommendations, and analysis.
d.The previous three paragraphs do not apply to the following:
• Indemnification Against Third-Party Claims Section above;
• Breach of any obligation of confidentiality referenced in this Agreement;
• Violation of security procedures;
• Any breach by QCC of any provision relating to QCC's access to or use of Operations
Support Systems;
• Failure to properly safeguard, or any misuse of, customer data;
• Statutory damages;
• Liability for intentional or willful misconduct;
• Liability arising under any applicable CenturyLink Tariff;
• Liability arising under any indemnification provision contained in this Agreement or a
tariff related to provisioning of 91 1/E91 I services;
• Each Party's obligations under the Law Enforcement Section of this Article III
• CLEC Tariffs or Contracts Section below and/or No Liability for Errors Section below, of
this Section;
• Technology Upgrades Section (below) of this Article Ill; and/or
• Liability arising under any indemnification provision contained in this Agreement or a
tariff related to provisioning of Directory Listings.
32.6. Liability of CenturyLink. In addition to the general limitation of liability in this Section, the
following shall also limit CenturyLink's liability under this Agreement.
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0
a Inapplicability of Tariff Liability. CenturyLink s general liability, as described in its local
exchange or other Tariffs, does not extend to QCC's End User Customer(s), suppliers,
agents employees, or any other third parties Liability of CenturyLink to QCC resulting
from any and all causes arising out of services facilities, or any other items relating to
this Agreement shall be governed by the liability provisions contained in this Agreement
and no other liability whatsoever shall attach to CenturyLink. CenturyLink shall not be
liable for any loss, claims, liability or damages asserted by QCC, QCC's End User
Customer(s), suppliers, agents, employees, or any other third parties where QCC
combines or commingles such components with those components provided by
CenturyLink to QCC.
b QCC Tariffs or Contracts QCC shall in its Tariffs or other contracts for services
provided to its End User Customers using products, services, or facilities obtained from
CenturyLink, provide that in no case shall CenturyLink be liable for any indirect,
incidental, reliance, special, consequential or punitive damages, including, but not limited
to, economic loss or lost business or profits, whether foreseeable or not, and regardless
of notification by QCC, QCC's End User Customer(s), suppliers, agents, employees, or
any other third parties of the possibility of such damages, and QCC shall indemnify,
defend and hold harmless CenturyLink and CenturyLink's Indemnitee Group from any
and all claims, demands causes of action and liabilities by or to and based on any
reason whatsoever, QCC, QCC's End User Customer(s), suppliers, agents, employees,
or any other third parties Nothing in this Agreement shall be deemed to create a third-
party beneficiary relationship between CenturyLink and any of QCC's End User
Customers, suppliers, agents, employees, or any other third parties.
c. No Liability for Errors. CenturyLink is not liable for mistakes in CenturyLink's signaling
networks (including but not limited to signaling links and Signaling Transfer Points (STPs)
and call-related databases (including but not limited to the Line Information Database
(LIDB), Toll Free Calling database, Local Number Portability database, Advanced
Intelligent Network databases, Calling Name database (CNAM), 91 1/E91 1 databases,
and OS/DA databases). QCC shall indemnify, defend and hold harmless CenturyLink
and CenturyLink's Indemnitee Group from any and all claims, demands, causes of action
and liabilities whatsoever, including costs, expenses and reasonable attorneys' fees
incurred on account thereof, by or to QCC's End User Customer(s), suppliers, agents,
employees, or any other third parties based on any reason whatsoever. For purposes of
this Section, mistakes shall not include matters arising exclusively out of the willful
misconduct of CenturyLink or its employees or agents.
33. NETWORK MANAGEMENT
33.1. Cooperation. The Parties will work cooperatively in a commercially reasonable manner to
install and maintain a reliable network. QCC and CenturyLink will exchange appropriate
information (e.g., network information, maintenance contact numbers, escalation procedures,
and information required to comply with requirements of law enforcement and national
security agencies) to achieve this desired reliability. In addition, the Parties will work
cooperatively in a commercially reasonable manner to apply sound network management
principles to alleviate or to prevent traffic congestion and to minimize fraud associated with
third number billed calls, calling card calls, and other services related to this Agreement.
33.2. Responsibility for Following Standards. QCC recognizes its responsibility to follow the
standards that may be agreed to between the Parties and to employ characteristics and
methods of operation that will not interfere with or impair the service, network or facilities of
CenturyLink or any third parties connected with or involved directly in the network or facilities
of CenturyLink.
33.3. Interference or Impairment. The characteristics and methods of operation of any circuits,
facilities or equipment of QCC connected to CenturyLink s network shall not interfere with or
impair service over any circuits facilities or equipment of CenturyLink its affiliated
companies, or its connecting and concurring carriers involved in its services, cause damage
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to its plant, violate any applicable law or regulation regarding the invasion of privacy of any
communications carried over CenturyLink's facilities or create hazards to the employees of
CenturyLink or to the public (with the foregoing hereinafter being collectively referred to as an
"Impairment of Service").
33.4. If QCC causes an Impairment in Service, CenturyLink shall promptly notify QCC of the nature
and location of the problem and that, unless promptly rectified, a temporary discontinuance of
the use of any circuit, facility or equipment may be required. The Parties agree to work
together to attempt to promptly resolve the Impairment of Service. If QCC is unable to
promptly remedy the Impairment of Service, then CenturyLink may, at its option, temporarily
discontinue the use of the affected circuit, facility or equipment until the Impairment of Service
is remedied.
33.5. Outage Repair Standard. In the event of an outage or trouble in any service being provided
by CenturyLink hereunder, QCC will follow CenturyLink's standard procedures for isolating
and clearing the outage or trouble.
34.NON-EXCLUSIVE REMEDIES
Except as otherwise expressly provided in this Agreement, each of the remedies provided under this
Agreement is cumulative and is in addition to any other remedies that may be available under this
Agreement or at law or in equity.
35.NOTICE OF NETWORK CHANGES
If a Party makes a change in the information necessary for the transmission and routing of services
using that Party's facilities or network, or any other change in its facilities or network that will
materially affect the interoperability of its facilities or network with the other Party's facilities or
network, the Party making the change shall publish notice of the change as required by 47 C.F.R.
§§51.325 through 51. 335.
36.NOTICES
36.1. Except as otherwise expressly provided in this Agreement, any notice given by one Party to
the other Party under this Agreement shall be in writing and shall be deemed to have been
received as follows: (a) on the date of service if served personally; (b) on the date three (3)
Business Days after mailing if delivered by First Class U S mail postage prepaid and (c) on
the date stated on the receipt if delivered by certified U.S. mail, registered U.S. mail,
overnight courier or express delivery service with next Business Day delivery. Any notice
shall be delivered using one of the alternatives identified above and shall be directed to the
applicable street or post office box address indicated below or such address as the Party to
be notified has designated by giving notice in compliance with this Section. Although E-mail
will not be used to provide notice, the Parties shall provide their E-mail addresses below to
facilitate informal communications.
36.2. Notices conveyed, pursuant to the Notices Section of this Agreement, shall be delivered to
the addresses of the following Parties or to such other address as either Party shall designate
by proper notice.
If to QCC:
ICA-Interconnection Agreements
Qwest Communications Company,
LLC
4650 Lakehurst Ct., 3d Floor
Dublin, OH 43016-3252
If to CenturvLink:
CenturyLink
Director Wholesale Contracts
930 15th Street, 6th Floor
Denver, CO 80202
Phone: [phone]
Email: intaqreecenturvlink.com
With copy to:
CenturyLink Law Department
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Wholesale Interconnection
1801 California Street, 9th Floor
Denver, CO 80202
Phone: [phone]
Legal. lnterconnectioncenturVIink.cOm
37.ORDERING
37.1. Ordering and Electronic Interface A web-based interface is currently being used for QCC to
order non-access services. Unless otherwise provided in the Articles of this Agreement,
QCC shall use CenturyLinks web-based interface to submit orders and requests for
maintenance and repair of services, and to engage in other pre-ordering, ordering,
provisioning and dispute transactions. Unless otherwise provided in the Articles of this
Agreement, no manual, facsimile or email interfaces may be used to submit any non-access
order unless first confirmed with and agreed upon by CenturyLink's CLEC Service Group
personnel. If CenturyLink deploys any enhanced electronic capability for QCC to perform a
pre-ordering, ordering, provisioning, maintenance or repair transaction for a service offered
by CenturyLink, QCC shall use such processes as CenturyLink has made available for
performing such transaction(s).
37.2. The Parties agree that orders for services under this Agreement will not be submitted or
accepted until the latter of: (a) the completion of all account set up activities, including but
not limited to the submission of the CLEC Profile (required by CLEC Profile Section of this
Agreement), the submission of applicable forecasts, the completion of joint planning
meetings, and the creation of billing codes for QCC; or (b) sixty (60) calendar days after the
Effective Date of this Agreement, unless the Parties mutually agree upon a different date
based on the specific circumstances of the Parties' relationship.
38.POINTS OF CONTACT FOR QCC CUSTOMERS
38.1. QCC shall be the primary point of contact for QCC customers QCC shall establish
telephone numbers and mailing addresses at which QCC's End User Customers may
communicate with QCC and shall advise QCC End User Customers of these telephone
numbers and mailing addresses.
38.2. Except as otherwise agreed to by CenturyLink, CenturyLink shall have no obligation, and
may decline to accept a communication from a QCC customer, including but not limited to
issues with number ports to QCC.
39.PUBLICITY AND USE OF TRADEMARKS
39.1. Nothing in this Agreement shall grant, suggest, or imply any authority for one Party to use the
name, trademarks, service marks, or trade names of the other for any purpose whatsoever.
A Party, its Affiliates, and their respective contractors and agents, shall not use the other
Party's trademarks service marks logos or other proprietary trade dress in connection with
the sale of products or services, or in any advertising, press releases, publicity matters or
other promotional materials, unless the other Party has given its express written consent for
such use, which consent the other Party may grant or withhold in its sole discretion.
39.2. Any news release, public announcement, advertising, or any form of publicity pertaining to
this Agreement, provision of services, or facilities pursuant to it, or association of the Parties
with respect to provision of the services described in this Agreement shall be subject to prior
written approval of both CenturyLink and QCC
39.3. Any violation of this Publicity/Trademarks Section shall be considered a Default of this
Agreement under the Suspension or Termination Upon Default Section (above) of this
Agreement.
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40.REFERENCES
40.1. All references to Articles, Sections, Appendices and Tables and the like shall be deemed to
be references to Articles, Sections, Appendices and Tables of this Agreement unless the
context shall otherwise require.
40.2. Except as otherwise specified, references within an Article of this Agreement to a Section,
Appendix or Table refer to a Section, Appendix or Table within or a part of that same Article.
40.3. Unless the context shall otherwise require, any reference in this Agreement to a statute,
regulation, rule, Tariff, technical publication, guide (including CenturyLink or third-party
guides, practices or handbooks), or publication of telecommunications industry administrative
or technical standards is deemed to be a reference to the most recent version or edition
(including any amendments, supplements, addenda or successor) of that statute, regulation,
rule, Tariff, technical publication, guide or publication of the telecommunications industry
administrative or technical standards that is in effect.
41.RELATIONSHIP OF THE PARTIES
41.1. The relationship of the Parties under this Agreement shall be that of independent contractors
and nothing herein shall be construed as creating any other relationship between the Parties.
41.2. Nothing contained in this Agreement shall make either Party the employee of the other,
create a partnership, joint venture, or other similar relationship between the Parties, or grant
to either Party a license, franchise, distributorship or similar interest.
41.3. Except for provisions herein expressly authorizing a Party to act for another Party, nothing in
this Agreement shall constitute a Party as a legal representative or Agent of the other Party,
nor shall a Party have the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against, in the name or on behalf of the other Party
unless otherwise expressly permitted by such other Party in writing, which permission may be
granted or withheld by the other Party in its sole discretion.
41.4. Each Party shall have sole authority and responsibility to hire, fire, compensate, supervise,
and otherwise control its employees, Agents and contractors. Each Party shall be solely
responsible for payment of any Social Security or other taxes that it is required by Applicable
Law to pay in conjunction with its employees, Agents and contractors, and for withholding
and remitting to the applicable taxing authorities any taxes that it is required by Applicable
Law to collect from its employees, including but not limited to Social Security, unemployment,
workers' compensation, disability insurance, and federal and state withholding.
41.5. Except as provided by Survival Section below, the persons provided by each Party to perform
its obligations hereunder shall be solely that Party's employees and shall be under the sole
and exclusive direction and control of that Party. They shall not be considered employees of
the other Party for any purpose.
41.6. Except as otherwise expressly provided in this Agreement, no Party undertakes to perform
any obligation of the other Party, whether regulatory or contractual, or to assume any
responsibility for the management of the other Party's business.
41.7. The relationship of the Parties under this Agreement is a non-exclusive relationship.
41.8. Each Party 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.
42.RESERVATION OF RIGHTS
Notwithstanding anything to the contrary in this Agreement, neither Party waives, and each Party
hereby expressly reserves, its rights: (a) to appeal or otherwise seek the reversal of and changes in
any arbitration decision associated with this Agreement; (b) to challenge the lawfulness of this
Agreement and any provision of this Agreement; (c) to seek changes in this Agreement (including, but
not limited to, changes in rates, charges and the services that must be offered) through changes in
Applicable Law; and, (d) to challenge the lawfulness and propriety of, and to seek to change, any
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Applicable Law, including, but not limited to any rule, regulation, order or decision of the Commission, 0 the FCC, or a court of applicable jurisdiction. Nothing in this Agreement shall be deemed to limit or
prejudice any position a Party has taken or may take before the Commission, the FCC, any other
state or federal regulatory or legislative bodies, courts of applicable jurisdiction, or industry fora. The
provisions of this Section shall survive the expiration, cancellation or termination of this Agreement.
43.STANDARD PRACTICES
The Parties acknowledge that CenturyLink shall be adopting some industry standard practices and/or
establishing its own standard practices with regard to various requirements hereunder applicable for
the QCC industry which may be added or incorporated by reference in the CenturyLink Standard
Practices and/or CenturyLink Service Guide. QCC agrees that CenturyLink may implement such
practices to satisfy any CenturyLink obligations under this Agreement.
44.SUBCONTRACTORS
A Party may use a contractor of the Party (including, but not limited to, an Affiliate of the Party) to
perform the Party's obligations under this Agreement; provided, that a Party's use of a contractor
shall not release the Party from any duty or liability to fulfill the Party's obligations under this
Agreement.
45.SUCCESSORS AND ASSIGNS - BINDING EFFECT
This Agreement shall be binding on and inure to the benefit of the Parties and their respective legal
successors and permitted assigns.
46.SURVIVAL
The rights, liabilities and obligations of a Party for acts or omissions occurring prior to the expiration,
cancellation or termination of this Agreement, the rights, liabilities and obligations of a Party under
any provision of this Agreement regarding confidential information (including, but not limited to,
. Consent Section above, limitation or exclusion of liability, indemnification or defense (including, but
not limited to Non-Exclusive Remedies Section above) and the rights liabilities and obligations of a
Party under any provision of this Agreement which by its terms or nature is intended to continue
beyond or to be performed after the expiration, cancellation or termination of this Agreement, shall
survive the expiration, cancellation or termination of this Agreement.
47.TAXES
47.1. Any State or local excise, sales, or use taxes (defined in this paragraph, but excluding any
taxes levied on income) and fees/regulatory surcharges (defined in the following paragraph)
resulting from the performance of this Agreement shall be borne by the Party upon which the
obligation for payment is imposed under Applicable Law, even if the obligation to collect and
remit same is placed upon the other Party. The collecting Party shall charge and collect from
the obligated Party, and the obligated Party agrees to pay to the collecting Party, all
applicable taxes, or fees/regulatory surcharges, except to the extent that the obligated Party
notifies the collecting Party and provides to the collecting Party appropriate documentation as
the collecting Party reasonably requires that qualifies the obligated Party for a full or partial
exemption Any such taxes shall be shown as separate items on applicable billing
documents between the Parties. The obligated Party may contest the same in good faith, at
its own expense, and shall be entitled to the benefit of any refund or recovery, provided that
such Party shall not permit any lien to exist on any asset of the other Party by reason of the
contest. The collecting Party shall cooperate in any such contest by the other Party. The
other Party will indemnify the collecting Party from any sales or use taxes that may be
subsequently levied on payments by the other Party to the collecting Party.
47.2. Notwithstanding anything to the contrary contained herein, QCC is responsible for furnishing
tax exempt status information to CenturyLink at the time of the execution of the Agreement.
QCC is also responsible for furnishing any updates or changes in its tax exempt status to
•

CenturyLink during the Initial Term of this Agreement and any Follow-on Terms and/or
extensions thereof. In addition, QCC is responsible for submitting and/or filing tax exempt
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status information to the appropriate regulatory, municipality, local governing, and/or
legislative body. It is expressly understood and agreed that QCC's representations to
CenturyLink concerning the status of QCC's claimed tax exempt status, if any, and its impact
on this Section are subject to the indemnification provisions of the Liability and
Indemnification Section of the Agreement, which, for purposes of this Section, serve to
indemnify CenturyLink.
47.3. Tax. A tax is defined as a charge which is statutorily imposed by the federal, State or local
jurisdiction and is either (a) imposed on the seller with the seller having the right or
responsibility to pass the charge(s) on to the purchaser and the seller is responsible for
remitting the charge(s) to the federal, State or local jurisdiction or (b) imposed on the
purchaser with the seller having an obligation to collect the charge(s) from the purchaser and
remit the charge(s) to the federal, State or local jurisdiction.
47.4. Taxes shall include but not be limited to: federal excise tax, State/local sales and use tax,
State/local utility user tax, State/local telecommunication excise tax, State/local gross receipts
tax, and local school taxes. Taxes shall not include income, income-like, gross receipts on
the revenue of a CenturyLink, or property taxes. Taxes shall not include payroll withholding
taxes unless specifically required by statute or ordinance.
47.5. Fees/Regulatory Surcharges. A fee/regulatory surcharge is defined as a charge imposed by
a regulatory authority, other agency, or resulting from a contractual obligation, in which the
seller is responsible or required to collect the fee/surcharge from the purchaser and the seller
is responsible for remitting the charge to the regulatory authority, other agency, or contracting
party. Fees/regulatory surcharges shall include but not be limited to E-911/911, other Nil,
franchise fees, and Commission surcharges.
48.TBD PRICES
48.1. Certain provisions in this Agreement and its Appendices and/or Attachments may simply refer
to pricing principles or identify a rate as "to be determined" or "TBD." If a provision
references a specific rate element and there are no corresponding prices or rates, such price
shall be considered "To Be Determined" (TBD). With respect to all TBD prices, prior to QCC
ordering any such TBD item, the Parties shall meet and confer to establish a price.
48.2. In the event the Parties are unable to agree upon a price for a TBD item, the tariffed,
cataloged or price listed rate for the most analogous tariffed product or service shall be used
as the interim price. Either Party may then invoke the dispute resolution process set forth in
Article Ill to resolve disputes regarding TBD pricing or the interim price, provided that such
dispute resolution process is invoked no later than one (1) year after the applicable interim
price is established. Any interim price will be subject to a true-up, not to exceed one (1) year,
once a permanent price is established.
49.TECHNOLOGY UPGRADES
Notwithstanding any other provision of this Agreement, CenturyLink shall have the right to deploy,
upgrade, migrate and maintain its network at its discretion. Nothing in this Agreement shall limit
CenturyLink's ability to modify its network through the incorporation of new equipment or software or
otherwise. QCC shall be solely responsible for the cost and activities associated with
accommodating such changes in its own network.
50.TERRITORY
50.1. This Agreement applies to the territory in which CenturyLink operates as an Incumbent Local
Exchange Carrier ("ILEC") in the State. CenturyLink shall be obligated to provide services
under this Agreement only within this territory.
50.2. Notwithstanding any other provision of this Agreement, CenturyLink may terminate this
Agreement as to a specific operating territory or portion thereof, pursuant to Termination
Upon Sale Section (above) of this Article. 0
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. 51 THIRD-PARTY BENEFICIARIES
for the benefit of the Parties Except as expressly set forth in this Agreement this Agreement is sole
and their permitted assigns and nothing herein shall create or be construed to provide any third-
persons (including, but not limited to customers or contractors of a Party) with any rights (including
but not limited to, any third-party beneficiary rights) hereunder. Except as expressly set forth in this
Agreement, a Party shall have no liability under this Agreement to the customers of the other Party or
to any other third person.
52 UNAUTHORIZED CHANGES
The terms of the Number Portability Section of Article VI apply to the resolution of any unauthorized
changes regarding Number Portability.
53 USE OF SERVICE
Each Party shall make commercially reasonable efforts to ensure that its End User Customers
comply with the provisions of this Agreement (including but not limited to the provisions of applicable
Tariffs) applicable to the use of services purchased by it under this Agreement.
54 WAIVER
A failure or delay of either Party to enforce any of the provisions of this Agreement or any right or
remedy available under this Agreement or at law or in equity, or to require performance of any of the
provisions of this Agreement or to exercise any option which is provided under this Agreement, shall
in no way be construed to be a waiver of such provisions rights remedies or options and the same
shall continue in full force and effect.
55 WITHDRAWAL OF SERVICES
Notwithstanding anything contained in this Agreement except as otherwise required by Applicable
Law CenturyLink may terminate its offering and/or provision of any particular service offering covered •
by this Agreement upon at least thirty (30) calendar days prior written notice to QCC
1 0
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ARTICLE IV: INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC
56.SERVICES COVERED BY THIS ARTICLE
56.1. To the extent required by Applicable Law and subject to the terms and conditions of this
Agreement, QCC will interconnect its network with CenturyLink's network for the transmission
and routing of Telephone Exchange Service and Exchange Access. Upon QCC's request,
CenturyLink will provide Interconnection at any technically feasible point within CenturyLink's
network in conformity with this Article and Applicable Law.
56.2. This Article governs the provision of inter-network facilities (i.e, physical connection services
and facilities), by CenturyLink to QCC or by QCC to CenturyLink and the transport and
termination and bitting of Local Traffic between CenturyLink and QCC.
57.NETWORK INTERCONNECTION METHODS
57.1. This Section sets forth the terms and conditions that Network Interconnection Methods
(NIM5) are provided between CenturyLink and QCC. Network Interconnection Methods
designates facilities established between the Parties' Networks. Additionally, this Section
describes the physical architecture for Interconnection of the Parties' facilities and equipment
for the transmission and routing of Local Traffic and Exchange Access traffic between the
respective End Users of the Parties; provided, however, Interconnection may not be used
solely for the purpose of originating a Party's own interexchange traffic.
57.2. Network Interconnection Methods (NIM5) include, but are not limited to, Leased Facilities
Interconnection and Fiber Meet Interconnection, as defined in the Methods of Interconnection
language below (within this Section), and other methods as mutually agreed to by the Parties.
57.3. Trunking requirements associated with Interconnection are contained in this Article.
57.4. CenturyLink shall provide Interconnection for QCC's facilities and equipment for the
transmission and routing of Telephone Exchange Service and Exchange Access, at a level of
quality equal to that which CenturyLink provides itself, a subsidiary, an affiliate, or any other
party to which CenturyLink provides Interconnection and on rates, terms and conditions that
are just, reasonable and non-discriminatory.
57.5. Physical Architecture
a.CenturyLink's network includes but is not limited to End Office switches that serve
IntraLATA, InterLATA, Local, and EAS traffic. CenturyLink's network architecture in any
given local exchange area and/or LATA can vary markedly from another local exchange
area/LATA. Using one or more of the NIMs herein, the Parties will agree to a physical
architecture plan for a specific Exchange Area. The physical architecture plan will be
discussed during the Introductory Call as set forth in CenturyLink's Standard Practices
and any necessary subsequent network interconnection calls between the Parties. QCC
and CenturyLink agree to Interconnect their networks through existing and/or new
Interconnection facilities between QCC switch(es) and CenturyLink's End Office(s) and/or
tandems. The physical architecture plan will be in accordance with Forecasting and
Planning requirements of this Article and, at a minimum, include the location of QCC's
switch(es) and CenturyLink End Office switch(es) to be interconnected, the facilities that
will connect the two networks, the timelines for completion of all major tasks, and which
Party will provide (be financially responsible for) the Interconnection facilities.
b.Points of Interconnection (POIs). A Point of Interconnection (P01) is a point in the
network where the Parties deliver Local Traffic to each other, and also serves as a
demarcation point between the facilities that each Party is responsible to provide.
Requirements for a Local P01 are set forth in the Local Point of Interconnection language
(within the Interconnection Trunking Requirements Section below). In some cases,
multiple P01(s) may be necessary to provide the best technical implementation of
Interconnection requirements to each End Office within a CenturyLink company's service
area. 0
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c. The Parties agree to meet as often as necessary to negotiate the location and NIM of •
new POls except that the Parties agree that POIs required by the terms of the
Interconnection Trunking Requirements Section below will be established Criteria to be
used in determining POIs include existing facility capacity, location of existing POIs
traffic volumes, relative costs, future capacity needs, etc. Agreement to the location of
POls will be based on the network architecture existing at the time the P01(s) is/are
negotiated. In the event either Party makes subsequent changes to its network
architecture, including but not limited to trunking changes or adding new switches, then
the Parties will negotiate new POIs if required
d. Each Party is responsible for the facilities to its side of the P01(s) and may utilize any
method of Interconnection described in this Section Each Party is responsible for the
appropriate sizing, operation, maintenance and cost of the transport facility to the P01(s).
e. Either Party must provide thirty (30) days written notice of any changes to the physical
architecture plan
f. Each Party is solely responsible for the facilities that carry OS/DA, 911 or mass calling for
their respective End Users.
57.6. Technical Interfaces
a Electrical handoffs at the P01(s) will be DSI or DS3 as mutually agreed to by the parties
When a DS3 handoff is agreed to by the Parties, each Party will provide all required
multiplexing at their respective end.
b Where available and upon the request of the other Party, each Party shall cooperate to
ensure that its trunk groups are configured utilizing the B8ZS Extended Super-frame
protocol for 64 kbps Clear Channel Capability (64CCC) transmission to allow for ISDN
interoperability between the Parties respective networks Trunk groups configured for . 64CCC and carrying Circuit Switched Data (CSD) ISDN calls shall carry the appropriate
Trunk Type Modifier in the CLCI-Message code Trunk groups configured for 64CCC
and not used to carry CSD ISDN calls shall carry a different appropriate Trunk Type
Modifier in the CLCI-Message code.
57.7. Methods of Interconnection
a Leased Facility Interconnection ( LFI ) Where facilities exist either Party may lease
facilities from the other Party pursuant to applicable access tariff, may lease facilities from
a third party or may construct or otherwise self-provision facilities.
57.8. Fiber Meet Interconnection
a Fiber Meet Interconnection between CenturyLink and QCC can occur at any mutually
agreeable economically and technically feasible point(s) between a CenturyLink End
Office and QCC's premises within the local calling area. QCC shall request a Fiber Meet
Point of Interconnection by submitting a BFR for the same pursuant to Article Ill Capacity
Planning and Forecasts Section
b. Where the Parties interconnect their networks pursuant to a Fiber Meet, the Parties shall
jointly engineer and operate this Interconnection as a Synchronous Optical NETwork
(SONET) ring or single point-to-point linear SONET system. Administrative control of the
SONET system shall be mutually agreed upon by the Parties. Only Interconnection
trunks or trunks used to provide ancillary services, as described in the Interconnection
Trunking Requirements Section of this Article shall be provisioned over this facility.
c. Neither Party will be given the IP address or allowed to access the Data Communications
Channel (DCC) of the other Party's Fiber Optic Terminal (FOT). The Fiber Meet will be
designed so that each Party may, as far as is technically feasible independently select
the transmission, multiplexing, and fiber terminating equipment to be used on its side of •
the P01(s) The Parties will work cooperatively to achieve equipment and vendor
compatibility of the FOT equipment. Requirements for such Interconnection
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specifications will be defined in joint engineering planning sessions between the Parties.
The Parties may share the investment of the fiber as mutually agreed. The Parties will
use good faith efforts to develop and agree on these facility arrangements within ninety
(90) days of the determination by the Parties that such specifications shall be
implemented, and in any case, prior to the establishment of any Fiber Meet arrangements
between them.
57.9. Fiber Meet design options include, but are not limited to, the following:
a.Design One: QCC's fiber cable (four, or some integral multiple thereof, fibers) and
CenturyLink's fiber cable (four, or some integral multiple thereof, fibers) are connected at
an economically and technically feasible point between the QCC and CenturyLink
locations. This Interconnection point would be at a mutually agreeable location.
b.Design Two: QCC will provide fiber cable to the last entrance (or CenturyLink
designated) manhole at the CenturyLink End Office switch. CenturyLink shall make all
necessary preparations to receive and to allow and enable QCC to deliver fiber optic
facilities into that manhole. QCC will provide a sufficient length of Optical Fire Resistant
(OFR) cable for CenturyLink to pull the fiber cable through the CenturyLink cable vault
and terminate on the CenturyLink fiber distribution frame (FDF) in CenturyLink's office.
QCC shall deliver and maintain such strands wholly at its own expense up to the P01.
CenturyLink shall take the fiber from the manhole and terminate it inside CenturyLink's
office on the FDF at QCC's expense. In this case the P01 shall be at the CenturyLink
FDF.
c.Design Three: Both QCC and CenturyLink each provide two fibers between their
locations. This design may only be considered where existing fibers are available and
there is a mutual benefit to both Parties. CenturyLink will provide the fibers associated
with the "working" side of the system. QCC will provide the fibers associated with the
protection" side of the system. The Parties will work cooperatively to terminate each
other's fiber in order to provision this joint SONET ring or point-to-point linear system.
Both Parties will work cooperatively to determine the appropriate technical handoff for
purposes of demarcation and fault isolation. The P01 will be defined as being at the
CenturyLink location.
d.The QCC location includes FOT5, multiplexing and fiber required to terminate the optical
signal provided from CenturyLink. This location is QCC's responsibility to provision and
maintain.
e.The CenturyLink location includes all CenturyLink FOTs, multiplexing and fiber required
to terminate the optical signal provided from QCC. This location is CenturyLink's
responsibility to provision and maintain.
f.Pursuant to the mutually agreed upon implementation terms of QCC's Fiber Meet BFR,
CenturyLink and QCC shall procure, install, and maintain the agreed-upon FOT
equipment in each of their locations where the Parties established a Fiber Meet.
Capacity shall be sufficient to provision and maintain all trunk groups prescribed by this
Article for the purposes of Interconnection.
g.Each Party shall provide its own, unique source for the synchronized timing of its FOT
equipment. At a minimum, each timing source must be Stratum-3 traceable and cannot
be provided over DSO/DSI facilities, via Line Timing; or via a Derived DSI off of FOT
equipment. Both Parties agree to establish separate and distinct timing sources that are
not derived from the other, and meet the criteria identified above.
h.CLEC and CenturyLink will mutually agree on the capacity of the FOT(s) to be utilized
based on equivalent DS1 s or DS3s. Each Party will also agree upon the optical
frequency and wavelength necessary to implement the Interconnection. The Parties will
develop and agree upon methods for the capacity planning and management for these
facilities, terms and conditions for over provisioning facilities, and the necessary
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processes to implement facilities as indicated below. These methods will meet quality
standards as mutually agreed to by QCC and CenturyLink.
57.10. Responsibilities of the Parties:
a.QCC and CenturyLink shall work cooperatively to install and maintain a reliable network.
QCC and CenturyLink shall exchange appropriate information (e .g., maintenance contact
numbers, network information, information required to comply with law enforcement and
other security agencies of the federal and state government and such other information
as the Parties shall mutually agree) to achieve this desired reliability.
b.QCC and CenturyLink will review engineering requirements as required and establish
semi-annual forecasts for facilities utilization provided under this Article
c.QCC and CenturyLink shall:
1. Provide trained personnel with adequate and compatible test equipment to work with
each other's technicians.
2 Notify each other when there is any change affecting the service requested, including
the due date.
3. Recognize that a facility handoff point must be agreed to that establishes the
demarcation for maintenance and provisioning responsibilities for each party on their
side of the P01.
57.11. Joint Facility Growth Planning
a The initial facilities deployed for each Interconnection shall be agreed to by the Parties
The following lists the criteria and processes needed to satisfy additional capacity
requirements beyond the initial system
b Criteria - Investment is to be minimized
c. Facilities will be planned for in accordance with the trunk forecasts exchanged between
the Parties as described herein are to be deployed in accordance with the Processes
described below.
I In addition to the joint trunk group forecasting established in Article III (Capacity
Planning and Forecasts Section) discussions to provide relief to existing facilities can
be initiated by either Party. Actual system augmentations will be initiated upon
mutual agreement.
2. Both Parties will perform a joint validation to ensure current Interconnection facilities
and associated trunks have not been over-provisioned. If any facilities and/or
associated trunks are over-provisioned they will be turned down where appropriate
Trunk design blocking criteria, (described within the Interconnection Trunking
Requirements Section below), will be used in determining trunk group sizing
requirements and forecasts.
3. If, based on the forecasted equivalent DS-1 growth, the existing facilities are not
projected to exhaust within one year, the Parties will suspend further relief planning
on this Interconnection until a date one (1) year prior to the projected exhaust date. If
growth patterns change during the suspension period, either Party may re-initiate the
joint planning process.
4 Both Parties will negotiate a project service date and corresponding work schedule to
construct relief facilities prior to facilities exhaust
5 The joint planning process/negotiations should be completed within two months of
the initiation of such discussion
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58. INTERCONNECTION TRUNKING REQUIREMENTS
58.1. This Section sets forth terms and conditions for Interconnection provided by CenturyLink and
QCC.
58.2. This Section provides descriptions of the trunking requirements between QCC and
CenturyLink. The paragraphs below describe the required and optional trunk groups for local
and mass calling.
58.3. Local trunk groups may only be used to transport traffic between the Parties' End Users
pursuant to the terms of this Article. A Party will not originate any Local Traffic to the other
Party except via the trunk group established for the exchange of Local Traffic.
58.4. One Way and Two Way Trunk Groups
a.One-way trunk groups for ancillary services (e.g., mass calling) can be established
between the Parties. Ancillary trunk groups will utilize Signaling System 7 (SS7)
signaling protocol. Multi-frequency (MF) signaling protocol may only be used where QCC
can demonstrate that it is not technically feasible to use SS7 or where CenturyLink
otherwise agrees to use MF. The originating Party will have administrative control of
one-way trunk groups.
b.The Parties agree that separate two-way trunk groups for Local Traffic, IntraLATA Toll
Traffic, VoIP-PSTN Traffic and Jointly-Provided Switched Access Service Traffic shall be
established between a QCC switch and a CenturyLink End Office switch pursuant to the
terms of this Article. Trunks will utilize Signaling System 7 (SS7) signaling protocol.
Multi-frequency (MF) signaling protocol may only be used where QCC can demonstrate
that it is not technically feasible to use SS7 or where CenturyLink otherwise agrees to
use MF. Two-way trunking for Local Traffic will be jointly provisioned and maintained,
with each Party being responsible for costs on its side of the P01. The costs associated
with transporting Information Access Traffic and/or ISP-Bound Traffic to QCC shall be the
sole responsibility of QCC. For administrative consistency QCC will have control for the
purpose of issuing Access Service Requests (ASRs) on two-way groups. Either Party
will also use ASRs to request changes in trunking. Both Parties reserve the right to issue
ASRs, if so required, in the normal course of business.
58.5. Notwithstanding the above, the Parties recognize that certain technical and billing issues may
necessitate the use of one-way trunking for an interim period. If either Party wants to
provision its own one-way trunks, this must be agreed to by both Parties. The Parties will
negotiate the appropriate trunk configuration, whether one-way or two-way giving
consideration to relevant factors, including but not limited to, existing network configuration,
administrative ease, any billing system and/or technical limitations and network efficiency.
Any disagreement regarding appropriate trunk configuration shall be subject to the dispute
resolution process in Article Ill.
58.6. Separate local trunk groups may be established based on billing, signaling, and network
requirements. The following is the current list of traffic types that require separate trunk
groups, unless specifically stated otherwise in this Agreement:
a.911 /E91 1 trunks;
b.Mass Calling Trunks, if applicable; and
c.Toll Free Service trunks where QCC provides such service to its customers.
58.7. Direct and Indirect Connection
58.8. Indirect Network Connection
a. Indirect Network Connection in intended only for de minimis traffic associated with QCC
"start-up" market entry into a CenturyLink local exchange. Therefore Indirect Network
Interconnection will be allowed only on routes between CenturyLink end offices and a
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• QCC switch in instances where, and only so long as, none of the triggers set forth in the
Direct Network Connection Section (below), of this Article, have been reached.
b.Indirect Network Connection shall be accomplished by CenturyLink and QCC each being
responsible for delivering Local Traffic to and receiving Local Traffic at the ILEC Tandem
Switch serving the CenturyLink end office. Each Party is responsible for the facilities to
its side of the tandem. Each Party is responsible for the appropriate sizing, operation,
and maintenance of the transport facility to the tandem. The P01 shall be the existing
meet point between CenturyLink and the third party tandem operator. QCC shall be
responsible for the Common Transport for Indirect Network Connection
c.The Parties agree to enter into their own agreements with third-party providers. In the
event that QCC sends traffic through CenturyLink's network to a third-party provider with
whom QCC does not have a traffic interexchange agreement, then QCC agrees to
indemnify CenturyLink for any termination charges rendered by a third-party provider for
such traffic.
d.To the extent a Party combines Local Traffic and Jointly-Provided Switched Access
Service Traffic on a single trunk group for indirect delivery through a tandem, the
originating Party, at the terminating Party's request, will declare Percentages of Local
Use (PLUs). Such PLUs will be verifiable with either call summary records utilizing
Calling Party Number (CPN) information for jurisdictionalization of traffic or call detail
samples. Call detail or direct jurisdictionalization using ChN or CPN information may be
utilized in lieu of PLU, if available. The terminating Party should apportion per minute of
use (MOU) charges appropriately.
58.9. Direct Network Connection and Local Point of Intarconnection (POI)
a)Unless the parties mutually agree otherwise, a Direct Network Connection and a Local
P01 shall be established upon occurrence of any of the triggers set forth in this
Section. In some cases, multiple P01(s) will be necessary to provide the best
technical implementation of Interconnection requirements to each End Office within a
CenturyLink's service area.
b)A Direct Network Connection shall be established by connecting QCC's network to
CenturyLink's network at a mutually agreed upon point on CenturyLink's network
within the CenturyLink local exchange. The connection can be established in any of
the manners described in the Network Interconnection Methods Section (above) of
this Article.
C) The Direct Network Connection point, established in this Direct Network Connection
and Local P01 Section of this Article, shall also be the Local P01. Each party shall be
responsible for establishing and maintaining all facilities on its side of the Local P01.
Each Party is responsible for the appropriate sizing, operation and maintenance of
the transport facility to the P01.
d)Unless the parties agree otherwise, a Direct Network Connection and Local P01 shall
be established upon the occurrence of either of the following:
I) QCC has begun serving end users within a CenturyLink local exchange or has
assigned to any end user numbers that are rated to a Rate Center that is within
the local calling area of a CenturyLink exchange and the resulting Local Traffic
that is to be exchanged between the Parties is equal to or greater than a DS-1
trunk equivalency as described below.
2) Either Party is assessed transiting costs by a third party and such charges
associated with a single traffic exchange route exceed $200.00 for one month.
e)A DS-1 trunk equivalency is deemed established in any the following instances:
I) Traffic studies of peak busy CCS indicate that the number of trunks necessary
to achieve a .01 Grade of Service based upon application of the Erlang B table
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is equal to or exceeds 24 for three consecutive months, or for three months of
any consecutive five month period.
2) Combined two-way traffic between two single switches of each Party reaches
200,000 combined minutes of use per month for two consecutive months, or for
any two months in a consecutive three-month period.
3) At any point where a traffic forecast prepared (pursuant to requirements of
Capacity Planning and Forecasts Section above and/or the Forecasting and
Planning Responsibilities language below (within this Interconnection
Trunking Requirements Section) indicates that combined two-way traffic
between two single switches of each Party will exceed 200,000 minutes of
use per month.
S
4)In any instance where QCC has requested to port a number or numbers
associated with an end user customer and it is known that local trunks
previously associated with that customer and those numbers equaled or
exceeded 24. In any other instance where it can be shown that a customer
that QCC is about to serve previously had twenty-four (24) or more local
trunks associated with the service that the customer will disconnect or has
disconnected in migrating its service to QCC.
5)In any instance where QCC is providing a tandem function then QCC must
direct connect to CenturyLink pursuant to the terms of this section. In such
as case, QCC must also record and provide billing records for that traffic
transiting QCC's switch and terminating to CenturyLink.
f)The Parties may mutually agree to establish a Direct Network Interconnection even
where none of the conditions set forth in this Interconnection Trunking Requirements
Section has occurred.
g)All traffic received by CenturyLink on the direct End Office trunk group from QCC must
terminate in the End Office, i.e., no Tandem switching will be performed in the End
Office. All traffic received by QCC on the direct End Office trunk group from
CenturyLink must terminate in the End Office, i.e., no Tandem switching will be
performed in the End Office. Where End Office functionality is provided in a remote
End Office of a host/remote configuration, the Interconnection for that remote End
Office is only available at the host switch unless otherwise made technically available
by CenturyLink. The number of digits to be received by the terminating Party shall
conform to standard industry practices; but in no case shall the number of digits be
less than seven (7).
h)QCC and CenturyLink shall, where applicable, make reciprocally available, the
required trunk groups to handle different traffic types. QCC and CenturyLink will
support the provisioning of trunk groups that carry combined or separate Local Traffic.
Notwithstanding the above, CenturyLink requires separate trunk groups ordered from
the Access Tariff from QCC to originate and terminate Non-Local Traffic calls and to
provide Switched Access Service to lXCs. To the extent QCC desires to have any
IXCs originate or terminate switched access traffic to or from 0CC, using Jointly-
Provided Switched Access Service Traffic facilities routed through a CenturyLink
access tandem, it is the responsibility of QCC to arrange for such IXC to issue an ASR
to CenturyLink to direct CenturyLink to route the traffic.
1)Each Party agrees to route traffic only over the proper jurisdictional trunk
group.
2)Each Party shall only deliver traffic over the local connection trunk groups to
the other Party's access tandem for those publicly-dialable NXX Codes
served by end offices that directly subtend the access tandem or to those
wireless service providers that directly subtend the access tandem. is
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3)Neither party shall route Switched Access Service traffic over local
connection trunks.
4)Notwithstanding the foregoing, Toll VolP-PSTN Traffic may be exchanged on
the same facility as used for trunk groups carrying Local Traffic and ISP
Bound Traffic.
58.10. Trunk Groups. The following trunk groups shall be used to exchange local traffic between
QCC and CenturyLink.
58.11. Local Interconnection Trunk Group(s) in Each Exchange.
58.12. Direct End Office Trunking. The Parties shall establish direct End Office primary high usage
Local Interconnection trunk groups for the exchange of Local traffic where actual or projected
traffic demand is or will be twenty four (24) or more trunks, as described in this Article.
58.13. Where either Party offers direct or ported local service to end users, that Party must maintain
network facilities (whether owned or leased) used to actively provide, in part, local
Telecommunications Services in the geographic area where service is offered.
58.14. High Volume (HV) / Mass Calling (Choke) Trunk Group. If QCC should acquire a HV/Mass
Calling customer, i.e., an ISP or a radio station, QCC shall provide written notification to
CenturyLink.
58.15. Forecasting and Planning Responsibilities. QCC agrees to provide an initial forecast for
establishing the initial Interconnection facilities pursuant to Article Ill, Capacity Planning and
Forecasts Section above. CenturyLink shall review this forecast, and if it has any additional
information that will change the forecast shall provide this information to QCC The Parties
recognize that, to the extent historical traffic data can be shared between the Parties, the
accuracy of the forecasts will improve. QCC shall provide subsequent forecasts on a semi-
annual basis. QCC forecasts should include yearly forecasted trunk quantities for all
appropriate trunk groups described in this section for a minimum of three years. Forecasts
shall be non-binding on both CenturyLink and QCC. CenturyLink shall take QCC's forecasts
into consideration in its network planning, and shall exercise its best efforts to have available
for turn up the quantity of interconnection trunks and facilities forecasted by the QCC
However, the development and submission of forecasts shall not replace the ordering
process in place for interconnection trunks and facilities, and the provision of the forecasted
quantity of interconnection trunks and facilities is subject both to capacity existing at the time
the order is submitted as well as to the demonstrated need based on the fill rate of the
existing trunks and facilities Furthermore the development and receipt of forecasts does not
imply any liability for failure to perform if capacity is not available for use at the forecasted
time. The semi-annual forecasts shall include:
a)Yearly forecasted trunk quantities (which include measurements that reflect
actual, End Office Local Interconnection trunks, and Tandem subtending Local
Interconnection End Office equivalent trunk requirements) for a minimum of three
(current and plus I and plus 2) years; and
b)A description of major network projects anticipated for the following six (6)
months Major network projects include trunking or network rearrangements
shifts in anticipated traffic patterns, orders greater than four (4) DSI's, or other
activities that are reflected by a significant increase or decrease in trunking
demand for the following forecasting period.
58.16. The Parties shall agree on a forecast provided above to ensure efficient utilization of trunks.
Orders for trunks that exceed forecasted quantities for forecasted locations will be
accommodated as facilities and/or equipment becomes available. Parties shall make all
reasonable efforts and cooperate in good faith to develop alternative solutions to
accommodate orders when facilities are not available.
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58.17. QCC shall be responsible for forecasting two-way trunk groups. CenturyLink shall be
responsible for forecasting and servicing the one-way trunk groups terminating to QCC and
QCC shall be responsible for forecasting and servicing the one-way trunk groups terminating
to CenturyLink, unless otherwise specified in this section. Standard trunk traffic engineering
methods will be used by the Parties.
58.18. If forecast quantities are in dispute, the Parties shall meet, either in person or via conference
call, to reconcile the differences.
58.19. Each Party shall provide a specified point of contact for planning, forecasting and trunk
servicing purposes.
58.20. CenturyLink shall attempt to meet QCC's requests for interconnection using Currently
Available facilities and capacity. CenturyLink shall have no obligation to construct additional
facilities or capacity to meet QCC's requests for Interconnection. However, if CenturyLink
refuses a QCC request due to lack of facilities or lack of capacity, QCC may request to work
with CenturyLink to establish a construction plan, and QCC shall bear all costs associated
with engineering and constructing such additional facilities or capacity.
58.21. Notwithstanding the above, if QCC determines to offer local exchange service within a
CenturyLink area, EAS to a CenturyLink' area or otherwise assign numbers rated to the
CenturyLink exchange, QCC shall provide thirty (30) days written notice to CenturyLink of the
need to establish Interconnection. Such request shall include (i) CLEC's Switch address,
type, and CLLI; (ii) CLEC's requested Interconnection activation date; and (iii) a non-binding
forecast of CLEC's trunking and facilities requirements.
a)Upon receipt of CLEC's notice to interconnect, the Parties shall schedule a
meeting to negotiate and mutually agree on the network architecture (including
trunking) to be documented as discussed above. The Interconnection activation
date for an Interconnect shall be established based on then-existing work force
and load, the scope and complexity of the requested Interconnection and other
relevant factors. 0
b)If QCC deploys additional switches after the Effective Date or otherwise wishes
to establish Interconnection with additional CenturyLink Central Offices, QCC
shall provide written notice to CenturyLink to establish such Interconnection. The
terms and conditions of this Agreement shall apply to such Interconnection. If
CenturyLink deploys additional End Office switches in a local exchange after the
effective date or otherwise wishes to establish Interconnection with additional
QCC Central Offices in such local exchange, CenturyLink shall be entitled, upon
written notice to CLEC, to establish such Interconnection and the terms and
conditions of this Agreement shall apply to such Interconnection.
58.22. Trunk Servicing. Orders between the Parties to establish, add, change or disconnect trunks
shall be processed by using an Access Service Request (ASR). QCC will have
administrative control for the purpose of issuing ASR's on two-way trunk groups. Where one-
way trunks are used (as discussed in this Article), CenturyLink will issue ASR5 for trunk
groups for traffic that originates from CenturyLink and terminates to QCC. The Parties agree
that neither Party shall alter trunk sizing without first conferring with the other Party.
58.23. Underutilization of Interconnection trunks and facilities exists when provisioned capacity is
greater than the current need. This over provisioning is an inefficient deployment and use of
network resources and results in unnecessary costs. Those situations where more capacity
exists than actual usage requires will be handled in the following manner:
a) If a trunk group is under seventy-five percent (75%) of CCS capacity on a
monthly average basis, for each month of any three (3) consecutive months
period, either Party may request the issuance of an order to resize the trunk
group, which shall be left with not less than twenty-five percent (25%) excess
capacity. In all cases grade of service objectives shall be maintained.
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• b) Either Party may send an ASR to the other Party to trigger changes to the Local
Interconnection Trunk Groups based on capacity assessment. Upon receipt of
an ASR the receiving Party will issue an ASR to the other Party within twenty
(20) Business Days after receipt of the initiating ASR.
c) Upon review of the ASR if a Party does not agree with the resizing, the Parties
will schedule a joint planning discussion within twenty (20) Business Days. The
Parties will meet to resolve and mutually agree to the disposition of the initiating
ASR.
58.24. QCC will be responsible for engineering its network on its side of the Point of Interconnection
(P01). CenturyLink will be responsible for engineering its network on its side of the P01.
58.25. Where facilities are available, due dates for the installation of Local Interconnection Trunks
covered by this section shall be shall be in accordance with the CenturyLink Standard
Practices. If either QCC or CenturyLink is unable to or not ready to perform Acceptance
Tests, or is unable to accept the Interconnection trunk(s) by the due date, the Parties will
reschedule a mutually acceptable date.
58.26. Utilization shall be defined as Trunks Required as a percentage of Trunks In Service. Trunks
Required shall be determined using methods described in this Article using Design Blocking
Objectives stated above.
58.27. Should QCC request trunking from CenturyLink in excess of the industry traffic engineering
design blocking standard CenturyLink is not obligated to provide such trunking unless QCC
agrees in writing to pay for the excess trunking on the CenturyLink side of the P01.
58.28. Trunk Data Exchange.
58.29. Each Party agrees to service trunk groups to the foregoing blocking criteria in a timely
. manner when trunk groups exceed measured blocking thresholds on an average time
consistent busy hour for a twenty-one (21) day study period. The Parties agree that twenty-
one (21) days is the study period duration objective. However, a study period on occasion
may be less than twenty-one (21) days but at minimum must be at least three (3) Business
Days to be utilized for engineering purposes, although with less statistical confidence.
58.30. Exchange of traffic data enables each Party to make accurate and independent assessments
of trunk group service levels and requirements. Parties agree to establish a timeline for
implementing an exchange of traffic data. Implementation shall be within three (3) months of
the date, or such date as agreed upon, that the trunk groups begin passing live traffic. The
traffic data to be exchanged will be the Originating Attempt Peg Count, Usage (measured in
Hundred Call Seconds), Overflow Peg Count, and Maintenance Usage (measured in
Hundred Call Seconds) on a seven (7) day per week, twenty-four (24) hour per day, fifty-two
(52) weeks per year basis These reports shall be made available on a semi-annual basis
upon request. Exchange of data on one-way groups is optional.
58.31. Network Management.
58.32. Restrictive Controls. Either Party may use protective network traffic management controls
such as 7-digit and 10-digit code gaps set at appropriate levels on traffic toward each other's
network, when required, to protect the public switched network from congestion due to facility
failures, switch congestion, or failure or focused overload. QCC and CenturyLink will
immediately notify each other of any protective control action planned or executed.
58.33. Expansive Controls. Where the capability exists, originating or terminating traffic reroutes
may be implemented by either Party to temporarily relieve network congestion due to facility
failures or abnormal calling patterns. Reroutes will not be used to circumvent normal trunk
servicing. Expansive controls will only be used when mutually agreed to by the Parties.
• 58.34. Temporary Mass Calling. QCC and CenturyLink shall cooperate and share pre-planning
information regarding cross-network call-ins expected to generate large or focused temporary
increases in call volumes.
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59. MUTUAL COMPENSATION FOR TRANSPORT, TERMINATION, AND TRANSITING
59.1. Following are the terms and conditions for mutual compensation for transport, termination,
and transiting provided by CenturyLink and 0CC.
59.2. Transmission and Routing of Telephone Exchange Service Traffic Relevant to
Compensation. The types of Telecommunications traffic which may be exchanged between
QCC and CenturyLink pursuant to this Agreement include Local Traffic, ISP-Bound Traffic,
VoIP-PSTN Traffic, lntraLATA Toll Traffic and Jointly-Provided Switched Access Service
Traffic.
59.3. Reciprocal compensation applies for transport and termination of Local Traffic terminated by
either Party's switch. The Parties agree that the jurisdiction of a call is determined by its
originating and terminating (end-to-end) points. When an End User originates a call which
terminates to an End User physically located in the same local calling area and served on the
other Party's switch, the originating Party shall compensate the terminating Party for the
transport and termination of Local Traffic, in accordance with Local Traffic Compensation
language below (of this Article).
a)For purposes of compensation between the Parties and the ability of the Parties
to appropriately apply their toll rates to their End User Customers, 0CC shall
adopt the Rate Center areas and Rating Points that the Commission has
approved for the ILECs. In addition, 0CC shall assign whole NPNN)(X codes to
each Rate Center, subject to State regulatory requirements. If QCC only obtains
thousands blocks instead of whole NPAINXX codes, those thousands blocks
shall remain rated to the Rate Center associated with the donating NPA/NXX
code.
b)If QCC assigns NPAJNXXs to specific Rate Centers and assigns numbers from
those NPAINXXs to QCC End-Users physically located outside of the Rate
Center to which the NPA/NXX is assigned, CenturyLink traffic originating from
within the Rate Center where the NPAINXX is assigned and terminating to such
Virtual NX)( (VNXX) End-Users at a location outside the CenturyLink originating
Rate Center, shall not be deemed Local Traffic, and therefore, no compensation
shall be due from CenturyLink to QCC.
c)Further, 0CC agrees to identify such VN)(X traffic to CenturyLink and to
compensate CenturyLink for originating and transporting such traffic to QCC at
CenturyLink's tariffed switched access rates. If 0CC does not identify such
traffic, CenturyLink will, to the best of its ability, determine which whole QCC
NPA/N)(Xs have been so assigned and CenturyLink shall charge the applicable
rates for originating access service as reflected in CenturyLink's applicable
access tariff. CenturyLink shall make appropriate billing adjustments if QCC can
provide sufficient information for CenturyLink to determine the actual jurisdiction
of the traffic.
d)If QCC assigns NPA/NXX5 to specific Rate Centers and assigns numbers from
those NPAIN)O(s to 0CC End-Users physically located both within and outside of
the Rate Center to which the NPA/N)O( is assigned, then 0CC agrees to work
with CenturyLink to develop a PLU factor for the traffic to those QCC End Users
physically located within the Rate Center. CenturyLink shall use the PLU to
determine the VNXX traffic subject to originating access charges pursuant to this
Article. Actual call records shall be used in lieu of PLU where such are available.
If actual call records are not available, 0CC and CenturyLink will jointly negotiate
a PLU.
59.4. Notwithstanding any other provision of the Agreement, Local Traffic does not include ISP -
Bound Traffic. QCC and CenturyLink agree to terminate each other's ISP-Bound Traffic that
physically originates and terminates in the same local calling area on a Bill and Keep basis of
reciprocal compensation Bill and Keep shall mean that the originating Party has no
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obligation to pay terminating charges to the terminating Party, regardless of any charges the
originating Party may assess its End Users
59.5. When QCC establishes service in a new area the Parties obligation for reciprocal
compensation to each other shall commence on the date the Parties agree that the network
is complete (i.e., each Party has established its originating trunks as well as any ancillary
functions (e .g., 911)) and is capable of fully supporting originating and terminating End Users
(and not a Party's test) traffic If there is no formal agreement as to the date of network
completion, it shall be considered complete no later than the date that live traffic first passes
through the network.
59.6. The compensation arrangements set forth in this section are not applicable to (i) Exchange
Access traffic, (ii) traffic originated by one Party on a number ported to its network that
terminates to another number ported on that same Party's network or (iii) any other type of
traffic found to be exempt from reciprocal compensation by the FCC or the Commission. All
Exchange Access traffic and intraLATA Toll Traffic shall continue to be governed by the
terms and conditions of applicable federal and state access tariffs. Optional calling plans,
where applicable, will be classified as toll traffic.
59.7. Except as provided otherwise in this Agreement, the Parties understand and agree that either
Party, upon ten (10) days notice to the other Party, may block any traffic that is improperly
routed by the other Party over any trunk groups and/or which is routed outside of the mutual
agreement of the Parties.
59-8. A Party shall not be obligated to compensate any third-party for telecommunications traffic
that is inappropriately routed by the other Party.
59.9. VoIP-PSTN Traffic.
59.10. Local VoIP-PSTN Traffic. CLEC and CenturyLink will exchange Local VoIP-PSTN Traffic on
. the same basis and at the same rates as Local Traffic which is not VolP-PSTN Traffic. Local
VoIP-PSTN Traffic will be identified as such by using the originating and terminating call
detail information of each call unless the Parties specifically agree otherwise This call
jurisdiction method described herein is intended by the Parties as a proxy to determine the
jurisdiction of a call (i.e., the actual geographic end points of the call) and the Parties
acknowledge that there may be some circumstances where the actual geographic end points
of a particular call may be difficult or impossible to determine. At any time during the term of
this Agreement, CLEC and CenturyLink may agree on alternate methods to establish call
jurisdiction for Local VolP-PSTN Traffic based on regulatory or technological evolution. The
Parties agree that it is in the best interest of both Parties to work together in an effort to
continue to improve the accuracy of jurisdictional data and such efforts shall not be
reasonably withheld by either Party. This paragraph shall not be controlling nor affect the
determination of the proper jurisdiction or the geographic end points of any traffic which is not
VoIP-PSTN Traffic including without limitation any VNXX Traffic
59.11. Toll VolP—PSTN Traffic CLEC and CenturyLink will exchange Toll VoIP-PSTN Traffic
including any Toll VolP-PSTN Traffic which transits a CenturyLink Tandem at each Party's
Interstate Access rates. Toll VoIP-PSTN Traffic will be identified as intrastate Intralata Toll
Traffic interstate lntralata Toll Traffic Intrastate Interlata Toll Traffic or Interstate Interlata
Toll Traffic by using the originating and terminating call detail information of each call unless
the Parties specifically agree otherwise. This call jurisdiction method described herein is
intended by the Parties as a proxy to determine the jurisdiction of a call (i.e., the actual
geographic end points of the call) and the Parties acknowledge that there may be some
circumstances where the actual geographic end points of a particular call may be difficult or
impossible to determine. At any time during the term of this Agreement, CLEC and
CenturyLink may agree on alternate methods to establish call jurisdiction for Toll VoIP-PSTN
Traffic based on regulatory or technological evolution The Parties agree that it is in the best
.

interest of both Parties to work together in an effort to continue to improve the accuracy of
jurisdictional data and such efforts shall not be reasonably withheld by either Party.
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59.12. Toll VoIP-PSTN Traffic which is Intralata Toll Traffic or Interlata Toll Traffic will be exchanged
at each Party's interstate access tariff rates. Both Parties will use the Contract Percentage
VoIP Usage (Contract-PVU) factor identified herein this Agreement to determine the amount
of intrastate Intralata Toll Traffic and intrastate Interlata Toll Traffic exchanged by the Parties
that shall be deemed as Toll VoIP-PSTN Traffic. The Parties shall also apply the Contract-
PVU factor to any intrastate Intralata Toll Traffic and intrastate Interlata Toll Traffic, which
transits a CenturyLink Tandem, and the resulting portion of such traffic shall also be
exchanged at interstate switched access tariff rates. The Contract-PVU factor may be
updated by a further Amendment mutually negotiated by the Parties.
59.13. The Contract-PVU factor shall be the percentage of total terminating intrastate Intralata Toll
Traffic and intrastate Interlata Toll Traffic which is Toll VolP-PSTN Traffic, that in the absence
of such Contract-PVU factor, would be billed at intrastate access rates. The Contract-PVU
factor shall be based on information such as the number of the CLEC's retail VoIP
subscriptions in the state (e.g., as reported on FCC Form 477), traffic studies, actual call
detail or other relevant and verifiable information which will be exchanged by the parties
59.14. Any factors established by the Parties for sections 59.15 and 59.16 shall be based on the
particular characteristics of the traffic exchanged within the State between CLEC and
CenturyLink and shall not be subject to adoption by anyone not a Party to this Agreement, or
apply to any other service areas.
59.15. The facilities, or portion thereof, leased by CLEC from CenturyLink which are used to
exchange Toll VoIP-PSTN Traffic shall be subject to access tariff rates. CenturyLink
reserves the right to amend this agreement to define an additional Toll VoIP-PSTN usage
percentage if such factor is necessary.
59.16. Each Party will provide the other with the proper signaling information (e.g., originating
Calling Party Number (CPN), Charge Number (ChN), JIP and destination called party
number, etc.), as required by Applicable Rules and further clarified by the FCC Order to
enable each Party to issue bills in a complete and timely fashion. All CCS signaling
parameters will be provided unchanged including CPN and ChN on all calls. All privacy
indicators will be honored. Unless the FCC has approved a waiver petition regarding specific
technical restrictions, the ChN is to be passed unaltered in SS7 signaling fields where it is
different from CPN, and ChN must not be populated with a number associated with an
intermediate switch, platform, or gateway, or other number that designates anything other
than a calling party's Charge Number. Where SS7 connections exist, each Party shall pass
all CCS signaling parameters, where available, on each call carried over Interconnection
trunks.
59.17. Responsibilities of the Parties.
59.18. Each Party to this Agreement will be responsible for the accuracy and quality of its data as
submitted to the respective Parties involved. It is the responsibility of each Party to originate
and transmit complete and unaltered calling party number (CPN), as received by an
originating party. Each Party is individually responsible to provide facilities within its network
for routing, transporting, measuring, and billing traffic from the other Party's network and for
delivering such traffic to the other Party's network as referenced in Telcordia Technologies
BOC Notes on LEC Networks and to terminate the traffic it receives in that standard format to
the proper address on its network. The Parties are each solely responsible for participation in
and compliance with national network plans, including the Telecommunications Service
Priority (TSP) System for National Security Emergency Preparedness (NSEP).
59.19. Each Party is responsible to input required data into Routing Data Base Systems (RDBS) and
into Telcordia Technologies Rating Administrative Data Systems (example: BRADS) or other
appropriate system(s) necessary to update the Local Exchange Routing Guide.
59.20. Neither Party shall use any Interconnection, function, facility, product, network element, or
service provided under this Agreement or any other service related thereto or used in
combination therewith in any manner that interferes with or impairs service over any facilities
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of either Party, its affiliated companies or other connecting telecommunications carriers,
prevents any carrier from using its Telecommunication Service, impairs the quality or privacy
of Telecommunications Service to other carriers or to either Party's End Users, causes
hazards to either Party's personnel or the public, damage to either Party's or any connecting
carrier's facilities or equipment, including any malfunction of ordering or billing systems or
equipment. Upon such occurrence, either Party may discontinue or refuse service for so long
as the other Party is violating this provision. Upon any such violation, either Party shall
provide the other Party notice of the violation at the earliest practicable time.
59.21. Each Party is solely responsible for the services it provides to its End Users and to other
Telecommunications Carriers.
59.22. Local Traffic Compensation
59.23. The rates, terms, conditions contained herein apply only to the termination of Local Traffic on
the Parties' networks.
59.24. The Parties shall assume that Local Traffic originated by or terminating to the Parties end-
user customers is roughly balanced between the parties unless traffic studies indicate
otherwise. Accordingly, the Parties agree to use a Bill-and-Keep Arrangement with respect to
termination of Local Traffic only. Either Party may initiate a traffic study no more frequently
than once every six (6) months. Such traffic study shall examine all Local Traffic excluding
Local Traffic that is also Information Access Traffic and/or ISP-Bound Traffic. When the
actual usage data in the study indicates that the Local Traffic terminated both directly or
indirectly by either Party, excluding Local Traffic that is also Information Access Traffic and/or
ISP-Bound Traffic, is more than sixty percent (60%) of the total combined terminated minutes
of both Parties for three (3) consecutive months, that Party may notify the other Party by
registered letter that mutual compensation will commence for such Local Traffic excluding
Local Traffic that is also Information Access Traffic and/or ISP-Bound Traffic, pursuant to the
' rates set forth in this Agreement. The written notice must be accompanied by verifiable
information supporting the out-of-balance determination, except that such information may
alternatively be sent in electronic format at the notifying Party's discretion or the receiving
Party's request Following such notice billing shall begin and continue for the duration of the
Term of this Agreement unless the out-of-balance determination is reversed pursuant to the
dispute resolution process or subsequent traffic studies (not more frequent than every 6
months) indicate that the traffic has changed to reflect that neither Party terminates more
than 60% of the total traffic.
59.25. End Office Termination Rate. The End Office Termination rate applies to Local Traffic that is
delivered to the Parties for termination at an End Office Switch. This includes direct-routed
Local Traffic that terminates to offices that have combined Tandem Office Switch and End
Office Switch functions.
59.26. Billing for Mutual Compensation
59.27. Direct Interconnection
a) Where the Parties utilize Direct Interconnection for the exchange of traffic
between their respective networks, each Party will calculate terminating
interconnection minutes of use based on standard Automatic Message
Accounting (AMA) recordings made within each Party's network. These
recordings are the basis for each Party to generate bills to the other Party. For
purposes of reciprocal compensation only, measurement of minutes of use over
Local Interconnection Trunk Groups shall be in actual conversation seconds.
The total conversation seconds over each individual Local Interconnection Trunk
Group will be totaled for the entire monthly bill and then rounded to the next
whole minute.

. b) Where SS7 connections exist between CenturyLink and QCC, unidentified traffic
(i.e., without ChN, CPN or JIP) will be handled in the following manner.
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1)If the amount of unidentified traffic is less than five percent (5%) of the
total traffic, it will be treated as having the same jurisdictional ratio as the
identified traffic.
2)If the unidentified traffic exceeds five percent (5%) of the total traffic, all
the unidentified traffic shall be billed at a rate equal to Access charges.
3)The originating Party will provide to the other Party, upon request,
information to demonstrate that Party's portion of no-ChN, CPN or JIP
traffic does not exceed five percent (5%) of the total traffic delivered.
4)The Parties will coordinate and exchange data as necessary to
determine the cause of the ChN, CPN or JIP failure and to assist its
correction.
59.28. Indirect Interconnection
a)For any traffic exchanged between the Parties via third party tandems, each
Party shall utilize records provided by the tandem operator to invoice for traffic
terminating on its network. The Parties agree to accept the billing records from
the tandem operator as representative of the traffic exchanged between the
Parties.
b)To calculate intrastate toll access charges, each Party shall provide to the other a
PLU factor. Each company should calculate the PLU factor on a LATA basis
using their originating Local minutes of use. The Parties shall provide a separate
PLU for each CenturyLink operating company covered under this Agreement.
Notwithstanding the foregoing, where the terminating Party has message
recording technology that identifies the jurisdiction of traffic terminated as defined
in this Agreement, such information shall be utilized to determine the appropriate
Local Traffic usage compensation to be paid, if any, in lieu of PLU at the
terminating Party's option.
59.29. Audits of usage associated with Reciprocal Compensation shall be performed as specified in
the Audit Section of the Agreement.
59.30. The Parties shall be governed by applicable state and federal rules, practices, and
procedures regarding the provision and recording of billing records.
59.31. Transit Traffic.
59.32. All references to CenturyLink Tandems in this section pertain only to those locations where
CenturyLink currently owns a Tandem and where the CenturyLink End Offices at which traffic
is to be exchanged are actually connected to the CenturyLink Tandem. CenturyLink Tandem
services are not available 1) at CenturyLink End Offices or 2) to CenturyLink End Offices
where the End Offices are not connected to a CenturyLink Tandem.
59.33. Where CenturyLink is a tandem owner, Transit Service is provided by CenturyLink to QCC
via ** CLEC's connection to the Tandem to enable the completion of calls originated by or
terminated to another Telecommunications Carrier (such as another QCC another LEC or a
wireless carrier) that is connected to the Tandem To the extent that 0CC s owns an Access
Tandem Switch as designated in the LERG QCC may also provide Transit Service to
CenturyLink.
59.34. For purposes of the Agreement, Transit Traffic does not include traffic that is carried by
Interexchange Carriers at any point during the end-to-end transmission of the
communication. For purposes of this Agreement, traffic carried at any point during the end-
to-end transmission of the communication by one or more lnterexchange Carriers is defined
as Jointly-Provided Switched Access Service Traffic. The applicable Switched Access rates
will be billed by the Parties to the IXC based on MECAB guidelines and each Party's
respective FCC and state access Tariffs.
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.
59.35. CenturyLink will accept Transit Traffic originated by QCC for termination to another CLEC,
another LEC, or wireless carrier that is connected to CenturyLink's Access Tandem Switch.
CenturyLink will also terminate Transit Traffic from another CLEC, another LEC, or wireless
carrier that is connected to CenturyLink's Access Tandem Switch to QCC.
a)To the extent technically feasible, the Parties involved in transporting Transit
Traffic will deliver calls to each involved network with Common Channel
Signaling (CCS)/Signaling System 7 (SS7) protocol and the appropriate
ISUPITCAP messages to facilitate full interoperability and billing functions.
b)The originating carrier is responsible for payment of appropriate rates to the
carrier providing the Transit Service and to the terminating carrier. The Parties
agree to enter into traffic exchange agreements with third-party
Telecommunications Carriers prior to delivering traffic to be transited to third-
party Telecommunications Carriers. In the event one Party originates traffic that
transits the second Party's network to reach a third-party Telecommunications
Carrier with which the originating Party does not have a traffic exchange
agreement, the originating Party will indemnify, defend and hold harmless the
second Party against any and all charges levied by such third-party
Telecommunications Carrier, including any termination charges related to such
traffic and any attorneys' fees and expenses.
C) Where either Party interconnects and delivers traffic to the other from third
parties, each Party shall bill such third parties the appropriate charges pursuant
to its respective Tariffs or contractual offerings for such third-party terminations.
d)

The Transit Service Charge, as contained in Article VII, shall apply to Transit
Traffic
59.37
59.38.
When CenturyLink receives an un-queried call from QCC to a telephone number that has
been ported to another local service provider, the Transit Service Charge and LNP Query
Charge set forth in CenturyLink's applicable tariff shall apply.
Billing. When direct connection is implemented, CenturyLink shall render to QCC a bill for
direct connection services on a current basis. Charges for physical facilities and other non-
usage sensitive charges shall be billed in advance, except for charges and credits associated
with the initial or final bills. Usage sensitive charges, such as charges for termination of Local
Traffic, shall be billed in arrears.
Billing Specifications
a)The Parties agree that billing requirements and outputs will be consistent with the
Ordering & Billing Form (OBF) and also with Telcordia Technologies Billing
Output Specifications (BOS).
b)Usage Measurement: Usage measurement for calls shall begin when Answer
Supervision or equivalent Signaling System 7 (SS7) message is received from
the terminating office and shall end at the time of call disconnect by the calling or
called subscriber, whichever occurs first.
c)Minutes of use (MOU), or fractions thereof, shall not be rounded upward on a
per-call basis, but will be accumulated over the billing period. At the end of the
billing period, any remaining fraction shall be rounded up to the nearest whole
minute to arrive at total billable minutes. MOU shall be collected and measured
in minutes, seconds, and tenths of seconds.
60. APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS
Every interconnection and service provided hereunder, whether direct or indirect, shall be subject
to all rates, terms and conditions contained in this Article and this Agreement, which are
legitimately related to such interconnection or service.
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ARTICLE V: MAINTENANCE
61.GENERAL MAINTENANCE & REPAIR REQUIREMENTS S
CenturyLink will provide maintenance and repair services for all Interconnection Facilities and
trunks provided by CenturyLink under this Agreement. Such maintenance and repair services
provided to QCC shall be equal in quality to that which CenturyLink provides to itself, any
subsidiary, Affiliate or third party. CenturyLink agrees to respond to QCC trouble reports on a
non-discriminatory basis consistent with the manner in which it provides service to its own retail
End User Customers or to any other similarly initiated Telecommunications Carrier.
Notwithstanding anything else in this Agreement, CenturyLink shall be required to provide
maintenance and/or repair to QCC only to the extent required by Applicable Law.
62.MAINTENANCE & REPAIR PROCEDURES
62.1. CenturyLink shall not respond to maintenance and/or repair calls directly from QCC's End
User Customers. QCC shall initiate any and all maintenance and/or repair calls to
CenturyLink.
62.2. CenturyLink will provide a single point of contact (SPOC) for all of QCC's maintenance and
repair requirements under this Article (via a 1-800 number(s)) that will be answered twenty-
four (24) hours per day, seven (7) days per week. This SPOC shall be set forth in the
CenturyLink Standard Practices.
62.3. On a reciprocal basis, QCC will provide CenturyLink with an SPOC for all maintenance and
repair requirements under this Article (via a 1-800 number(s)) that will be answered twenty-
four (24) hours per day, seven (7) days per week.
62.4. QCC agrees to follow the process and procedures for reporting and resolving circuit trouble
or repairs set forth in the CenturyLink Standard Practices. Before contacting CenturyLink's
Trouble Maintenance Center (CTMC), QCC must first conduct trouble isolation to ensure that
the trouble does not originate from QCC's own equipment or network or the equipment of
QCC's customer.
62.5. If (a) QCC reports to CenturyLink a trouble, (b) 0CC requests a dispatch, (c) CenturyLink
dispatches a technician, and (d) such trouble was not caused by CenturyLink's facilities or
equipment in whole or in part, then 0CC shall pay CenturyLink a charge set forth in
CenturyLink's local Tariff. In addition, this charge also applies when the contact as
designated by QCC is not available at the appointed time. 0CC accepts responsibility for
initial trouble isolation and providing CenturyLink with appropriate dispatch information based
on its test results. If, as the result of QCC instructions, CenturyLink is erroneously requested
to dispatch to a site on CenturyLink's company premises ("dispatch in"), a charge set forth in
CenturyLink's local tariff will be assessed per occurrence to QCC by CenturyLink. If as the
result of QCC's instructions, CenturyLink is erroneously requested to dispatch to a site
outside of CenturyLirik's company premises ("dispatch out"), a charge set forth in
CenturyLink's local tariff will be assessed per occurrence to QCC by CenturyLink.
62.6. Should no charges applicable to preceding Section above be documented in CenturyLink's
local tariff, then CenturyLink shall determine Time and Materials charges.
63.ESCALATION PROCEDURES
63.1. CenturyLink will provide 0CC with written escalation procedures for maintenance and repair
resolution to be followed if any individual trouble ticket or tickets are not resolved in an
appropriate fashion. The escalation procedures to be provided hereunder shall include
names and telephone numbers of CenturyLink management personnel who are responsible
for maintenance and/or repair issues. These escalation procedures and contact information
are set forth in the CenturyLink Standard Practices.
63.2. On a reciprocal basis, QCC will provide CenturyLink with contact and escalation information

for coordination of all maintenance and repair issues. 40
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S 64. EMERGENCY RESTORATION
64.1. QCC may contact CenturyLink in order to discuss activities involving the Central Office and
inter-office network that may impact QCC End User Customers.
64.2. CenturyLink will establish an SPOC to provide QCC with information relating to the status of
restoration efforts and problem resolution during any restoration process
64.3. CenturyLink shall establish methods and procedures for re-provisioning of all Interconnection
Facilities and trunks after initial restoration. CenturyLink agrees that Telecommunications
Service Priority ("TSP") services for QCC carry equal priority with CenturyLink TSP services
for restoration. CenturyLink will follow the guidelines established under the National Security
Emergency Procedures (NSEP) plan and will follow TSP guidelines for restoration of
emergency services in as expeditious a manner as possible on a non-discriminatory basis to
respond to and recover from emergencies or disasters
65.MISDIRECTED REPAIR CALLS
65.1. For misdirected repair calls, the Parties will provide their respective repair bureau contact
number(s) to each other on a reciprocal basis and provide the End User Customer the correct
contact number.
65.2. In responding to misdirected calls, neither Party shall make disparaging remarks about each
other, nor shall they use these calls as a basis for internal referrals or to solicit End User
Customers or to market services
66.PRICING
66.1 Rates and charges for the relevant services provided under this Article are included in this
Agreement.
.
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ARTICLE VI: ADDITIONAL SERVICES
67. NUMBER PORTABILITY
67.1. Definitions. For purposes of this Section governing number portability, the following
definitions shall apply:
67.2. "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.
67.3. "Donor Party" - The Donor Party is the Party that is receiving the number port request and is
relinquishing the ported number.
67.4. "Local Routing Number (LRN)"- A Local Routing Number is a ten (10)-digit number that is
assigned to the network switching elements for the routing of calls in the network.
67.5. "Permanent Number Portability" (PNP) is the in-place long-term method of providing Number
Portability (NP) using the LRN method.
67.6. "Recipient Party'- The Recipient Party is the Party that is initiating the number port request
and is receiving the ported number.
67.7. "Ten-Digit Unconditional Trigger Method (TDT)" - TDT is an industry-defined PNP solution
that utilizes the ten-digit Local Routing Number to provide for an automated process that
permits the work at the Recipient Party's switch to be done autonomously from the work at
the Donor Party's switch resulting is less downtime to the end-user.
67.8. Number Portability (NP)
67.9. Each Party will provide Local Number Portability and obtain End User Customer authorization
in accordance with the Act, and applicable FCC rules, regulations and orders.
67.10. A Party requesting a number to be ported must send the other providing Party a Local
Service Request (LSR). If a Party requests that the other Party port a number, the Parties
shall follow the "Local Number Portability Ordering Process" set forth in CenturyLink Standard
Practices and comply with applicable FCC rules, regulations and orders.
a) The LSR will have a requested due date that is not less than the standard
provisioning interval..
67.11. For purposes of this Article, the Parties will use a project management approach for the
implementation of LSRs for large quantities of ported numbers for complex porting
processes. With regard to such managed projects ("projects"), the Parties may negotiate
implementation details including, but not limited to: Due Date, Cutover Intervals and Times,
Coordination of Technical Resources, and Completion Notice.
67.12. Local Number Portability (LNP) orders may not be expedited.
67.13. The Party receiving the LSR will bill the service order charge set forth in the Pricing Article for
each LSR received. The Party will bill the service order charge for a LSR, regardless of
whether that LSR is later supplemented, clarified or cancelled. Notwithstanding the
foregoing, neither Party will bill an additional service order charge for supplements to any
LSR submitted to clarify, correct, change or cancel a previously submitted LSR.
67.14. Regardless of the number of Location Routing Numbers (LRN5) used by QCC in a LATA,
CenturyLink will route traffic destined for QCC's End User Customers via direct trunking
where direct trunking has been established. In the event that direct trunking has not been
established, such traffic shall be routed via a Tandem Switch.
67.15. When CenturyLink receives an un-queried call from QCC to a telephone number that has
been ported to another local services provider, the Transit Service Charge and NP dip charge
found in the applicable tariff will apply.
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. 67.16. Neither Party shall be required to provide Number Portability under this Agreement for
excluded numbers defined by FCC orders or other Applicable Law, as updated from time to
time, including but not limited to: 500 NPA5; 900 NPAs; 950 and 976 NXX number services;
and OCS NXXs (i.e., numbers used internally by either Party for its own business purposes).
The term "Official Communications Service (OCS)" means the internal telephone numbers
used by CenturyLink or QCC.
67.17. When a ported telephone number becomes vacant, e.g., the telephone 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 NXX code holder if pooling is being utilized
in the Rate Center.
67.18. Each Party shall become responsible for the End User Customer's other telecommunications-
related items, e.g., E911, Directory Listings, Operator Services, Line Information Database
(LIDR), when it ports the end user's telephone number to its switch.
67.19. Cut-Over Process for Number Porting Orders
67.20. TDT Cut-Overs
a) Both Parties will use PNP-LRN cut-overs, which rely upon the Ten-Digit
Unconditional Trigger Method (TDT) for porting numbers. The Donor Party
agrees to set the ten-digit unconditional trigger by 5:00 p.m. Central Time on the
day before the scheduled due date.
0
[I
b) The Donor Party agrees to remove the ten-digit unconditional trigger on the next
otherwise by contacting the Donor Party and submitting a supplemental order.
Business Day, no earlier than 11:59 a.m., after the scheduled due date for the
port and replace with a PNP trigger, unless the Recipient Party requests
67.21. Coordinated Hot Cuts (CHC). Where the Parties agree or are required to implement a
Coordinated Hot Cut (CHC) to effectuate a service cut-over, the Parties shall follow the
process and procedures for such CHC5 set forth in the CenturyLink Standard Practices.
a) Pricing for Number Portability Coordinated Hot Cuts (CHCs)
1)When a Recipient Party orders Coordinated Hot Cut (CHC) service, the
Donor Party shall charge, and the Recipient Party shall pay, the applicable
time, additional Time and Material Charges set forth in Article VII.
2)For calculating "time" and/or "additional time" labor charges, the time shall
begin when the Donor Party receives the call from Recipient Party and
ends when the Parties disconnect from the call.
ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY 68.
68.1. Via Tariff or Separate Agreement. To the extent required by the Act, including the
requirement that a requesting Telecommunications Carrier be a provider of
Telecommunications Services as defined by 47 U.S.C. §153(46), CenturyLink and QCC shall
each afford to the other access to the poles, ducts, conduits and rights-of-way (ROWs) that it
owns or controls on terms, conditions and prices comparable to those offered to any other
entity pursuant to each Party's tariffs and/or standard agreements, or as agreed to by the
Parties and in accordance with Applicable Law and regulations Accordingly, if CenturyLink
or QCC desires access to the other Party's poles, ducts, conduits or ROWs, the Party
seeking access shall make such a request in writing, and the Parties shall negotiate the
terms and conditions for such access in accordance with Applicable Law. Such terms and
conditions shall be contained in separate stand-alone agreement
68.2. Pole Attachment & Conduit Occupancy Agreements. QCC agrees that pole attachment and
conduit occupancy agreements must be executed separately before it makes any pole
attachments to CenturyLink s facilities or uses CenturyLink s conduit Unauthorized pole
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attachments or unauthorized use of conduit will constitute a material breach of this
Agreement. 0
69.911 EMERGENCY SERVICES
CenturyLink is not the provider of 911 service via the selective router and 911 services
should be arranged for directly via the applicable selective router provider.
70.DIRECTORY LISTINGS & DIRECTORY DISTRIBUTION
70.1. CenturyLink, either directly or through a third party, publishes and distributes alphabetical
(white pages) and/or classified (yellow pages) telephone directories (hereinafter the
"Directory" or "Directories" as the case may be) in certain CenturyLink local exchange service
areas (the "CenturyLink Local Areas").
70.2. Following are the rates, terms and conditions pursuant to which CenturyLink agrees to
provide to QCC basic services associated with the Directories such as publication of listings
and distribution (the "Directory Services" or "Services") as more particularly described in this
herein. These terms are applicable only to hard copy directory books. CenturyLink and QCC
may, from time to time, agree on the provision of additional services ("Additional Services"),
which shall be furnished pursuant to amendments to this Agreement and governed by the
terms and conditions set forth in this Agreement. No amendment for Additional Services
shall be binding unless signed by the Parties.
70.3. The Parties acknowledge that CenturyLink is not a Directory Assistance (DA) provider.
CenturyLink provides directory listings information for its subscribers to third party DA
providers to be included in the national and local databases used by such third party
providers. The Parties agree that to the extent the DA provider contracted by QCC for DA
services to QCC's subscribers also populates the national DA database, then QCC's DA
listings have been made available to CenturyLink's subscribers and no further effort is
needed by either Party. If for any reason, QCC desires that CenturyLink act as a middleman
conduit for the placement of QCC's DA listings in the DA database(s), then CenturyLink shall
provide such compensable DA listings service pursuant to separate DA terms between
CenturyLink and QCC which will be attached to this Agreement as an Amendment.
70.4. QCC OBLIGATIONS AND RESPONSIBILITIES
70.5. The following obligations shall be the responsibility of QCC, which obligations, unless
otherwise expressly set forth herein, shall be performed within the time frames and in
accordance with the policies and procedures set forth herein:
70.6. QCC shall submit to CenturyLink or, if so elected by QCC to submit an annual data file as
provided herein, its designated third party publisher ("Publisher") all Listing Information (as
hereinafter defined) relating to its subscribers ("Subscribers") who desire published listings
within a CenturyLink Directory. For purposes of this Agreement, "Listing Information" shall
consist of the Subscriber's name, address, telephone number, desired yellow pages
classified heading (if any), and any other required listing information. Under no
circumstances shall QCC provide Subscriber data as a part of Listing Information for those
Subscribers who do not desire published listings. Listing Information shall be supplied by
QCC without charge to CenturyLink. Listing Information shall be supplied, to CenturyLink, in
a Local Service Request ("LSR") or a standalone Directory Service Request ("DSR") or, if to
the Publisher, in a data file format as provided herein. Listing Information shall be submitted
within the time frames as reasonably directed by CenturyLink and in accordance with
established service guidelines in the CenturyLink Standard Practices, which may be
accessed at http://business.centurytel.com//business/Wholesale/. Listing Information
provided to CenturyLink via an LSR or DSR will be used by CenturyLink for purposes related
to publishing directory listings.
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70.7. , If providing Listing Information via an LSR or DSR, QCC shall separately provide to
CenturyLink Directory delivery address data for Subscribers, if different from the Listing
Information and for those Subscribers who do not desire published listings Where QCC
elects to send an annual data file of Listing Information to the Publisher, QCC shall provide a
separate distribution file to the Publisher.
70.8. If required for resolution of a Directory related inquiry, request or complaint received by QCC
from its Subscribers QCC shall promptly notify CenturyLink but in any event within ten (10)
days, of receipt of such inquiry, request, or complaint and shall reasonably cooperate with
CenturyLink and Publisher to resolve such matters in a timely and expeditious manner. If the
Parties are unable to resolve such matters within thirty (30) days, either Party may invoke the
Dispute Resolution process.
70.9. If providing Listing Information via an LSR or DSR, QCC shall process all Listing Information
change requests received from its Subscribers within commercially reasonable time frames.
70.10. If providing Listing Information via an LSR or DSR, QCC shall transmit to CenturyLink all
information arising from Subscriber transactions that should result in an addition to, a change
in or a deletion of any Listing Information previously transmitted by QCC to CenturyLink and
held in CenturyLink's database.
70.11. QCC will pay charges as set forth in the Pricing Appendix for Services Such charges shall
include, but are not limited to, expenses associated with work performed by the Publisher.
Where QCC requests services or work that is outside the scope of that set forth following,
CenturyLink shall provide the proposed charges, with explanation of the basis for the
charges, and obtain prior written approval from QCC to undertake such work on QCC's
behalf.
70.12. For Listing Information held in the CenturyLink database, Galley Proofs (as hereinafter
defined) are provided at no charge by CenturyLink 30 days prior to the annual Business •
Office Close ("BOC") for a Directory. QCC shall review the Galley Proofs and provide
corrections to CenturyLink no later than five (5) Business Days prior to the BOC ("cut-off
date"). Such cut-off date shall be at parity with that required for CenturyLink to enter
corrections of its own Listing Information. Notwithstanding the foregoing, should either Party
identify pervasive or systemic errors requiring corrections to more than ten percent (10%) of
QCC's listings, QCC will take commercially reasonable efforts to initiate the process of
submitting corrections no later than 15 days prior BOC QCC expressly acknowledges that
time is of the essence with respect to the publishing cycle of any Directory and that changes
are subject to a change charge as listed for Galley Proof changes in Exhibit A; provided
however, no charge is applied if the error was made by CenturyLink. In the event QCC fails
to provide CenturyLink with written notice of any necessary corrections within the time frame
set forth in this provision, such Galley Proofs shall be deemed to be correct and QCC shall
indemnify CenturyLink for any claims by Subscribers related to errors in the Directory as
published in reliance on such Galley Proofs provided, however, that CenturyLink provides the
Galley Proofs to QCC with the time frames required herein and that such Galley Proofs have
not been modified after QCC's review. QCC may request additional Galley Proofs with at
least one (1) week's advance notice to CenturyLink and at charges as provided in Exhibit B.
70.13. If QCC elects to provide Listing Information via an annual data file to the CenturyLink
Publisher, QCC will: (i) provide the annual one time data file for each individual directory to
the Publisher prior to the BOC, with notice to CenturyLink at least forty-five (45) days prior to
file submission of QCC intent to provide a data file of Listing Information; and (ii) provide the
data file of Listing Information in a format as previously agreed upon by the Parties.
70.14. CENTURYTEL OBLIGATIONS AND RESPONSIBILITIES
70.15. During the Term of this Agreement, the responsibilities of CenturyLink and, as directed by
CenturyLink, its Publisher, shall be the following:
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70.16. CenturyLink shall include one standard listing ("QCC Listing") for each Subscriber, at no
charge to QCC or QCC's subscribers, for whom CenturyLink or its Publisher receives Listing
Information in CenturyLink's Directories for a CenturyLink Local Area. Standard QCC
Listings shall be interfiled alphabetically with listings of other local exchange telephone
company subscribers and treated in the same manner as CenturyLink Listings.
70.17. Where QCC submits Listing Information via the LSR/DSR process, CenturyLink shall make
reasonable provisions to ensure that QCC Subscribers' Listing Information is properly
entered into the CenturyLink database and transmitted to Publisher, as provided by 0CC. In
the event that CenturyLink incorrectly publishes the Listing Information of a QCC
subscriber(s), through no fault of QCC, CenturyLink shall promptly, but in any event within ten
(10) days of notice from QCC, take actions to correct the Listing Information in the
CenturyLink database used for publishing Directories, and will reasonably cooperate with
0CC to investigate and resolve the cause of the errors in an expeditious manner. If the
Parties disagree as to their responsibilities, either Party may invoke the Dispute Resolution
terms of this Agreement.
70.18. CenturyLink shall make available, at no charge to QCC or its Subscribers, one listing for each
0CC business customer under the appropriate heading (if such heading is supplied by 0CC)
in CenturyLink's applicable classified Directories, such headings and Directories to be
determined at CenturyLink's discretion. CenturyLink shall work cooperatively with QCC to
ensure any such listings for government agencies are also included in the appropriate section
and under the appropriate heading.
70.19. CenturyLink shall include, at no additional charge, 0CC critical contact information
alphabetically (by local exchange carrier) in the information pages of its alphabetical
Directories (but only where such information pages are otherwise included in a given
Directory) for communities where QCC offers Local Service, in accordance with
CenturyLink's standards for inclusion in a given Directory. For this purpose, QCC must:
supply in a timely manner critical contact information needed by CenturyLink to produce
information pages, and ensure that critical contact information telephone numbers are
working numbers. Critical contact information includes QCC's name and logo, telephone
numbers for telephone services, billing, and repair services.
70.20. Except as provided below (Submission of Listings for Publication Section), for the annual one
time submission of Listing Information to the Publisher, CenturyLink shall not be restricted in
supplying to third party directory publishers 0CC Subscriber Information and interfiled with
Listing Information of CenturyLink and other CLEC subscribers as may be required to fulfill
regulatory and legal requirements for the sole purpose of publishing directory listings.
Further, the Parties agree that such Listing Information provided to third party directory
publishers shall not contain information or data that could be used to distinguish QCC
Subscribers from CenturyLink or other CLEC Subscribers.
70.21. CenturyLink shall distribute alphabetical and classified Directories to local Subscribers at the
time the Directory is published, at no charge to QCC or Subscribers, in accordance with
CenturyLink's procedures, provided that physical Directory delivery information has been
provided by QCC. Thereafter, and for the life of the Directory, CenturyLink shall undertake
distribution to all new QCC Subscribers and those existing Subscribers that need
replacement or additional copies ("Secondary Distribution") upon CenturyLink's receipt of
necessary Subscriber information. Such Secondary Distribution shall be in accordance with
CenturyLink's standard procedures. CenturyLink shall make available in the published
Directory to QCC's Subscribers an 800 number to use for any Secondary Distribution
requirements.
70.22. Except where QCC elects to submit Listing Information directly to the Publisher, CenturyLink
shall provide an extract of QCC Subscribers' alphabetical listings thirty (30) days prior to the
Business Office Close ("BOC") date for a Directory publication (generally referred to as a
"Galley Proof). Said review process shall be subject to the availability of 0CC Listings in
advance of publication and within the time/deadline constraints imposed by CenturyLink
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and/or its Publisher as set forth above QCC shall be responsible for any costs associated
with the review process charged by CenturyLink and/or its Publisher; provided however,
where such costs associated with the review process are not set forth in the Pricing Appendix
to this Agreement CenturyLink shall provide in writing costs to be incurred and obtain the
prior written consent of QCC before engaging in any such work on behalf of QCC.
70.23. Within ten (10) Business Days of a request by QCC, CenturyLink will provide QCC with the
appropriate contact information for the CenturyLink directory publisher.
70.24. CenturyLink shall provide notice of Directory Service process or guideline changes to QCC
as soon as such change is practicably known to CenturyLink but no less than thirty (30) days
prior to the effective date of such change.
70.25. DIRECTORY ADVERTISING
70.26. QCC acknowledges and agrees that this Agreement does not cover the provision of Directory
advertising, and QCC expressly acknowledges that any purchase of Directory advertising
shall be handled in accordance with the terms and conditions of CenturyLink's standard
Contract for Directory Advertising Services, and at the prices which CenturyLink may have in
effect from time to time.
70.27. COOPERATION
70-28. The Parties acknowledge and agree that cooperation between them will be required to serve
the needs of each Party's subscribers most effectively, and agree to exercise commercially
reasonable efforts to achieve the highest quality of service for such subscribers
70.29. SALES AND PUBLISHING PROCEDURES
70 30 CenturyLink shall maintain full authority over its Directory publishing schedules, procedures,
standards, and practices, and over the scope and schedules of its Directories. All QCC
. listings shall be subject to such publishing schedules, procedures, standards, and practices,
and scope and schedules of CenturyLink's Directories. CenturyLink shall periodically supply
QCC with updates concerning publishing schedules and related matters.
70.31. Nothing in this Agreement shall be construed as limiting CenturyLink from entering into an
agreement with a third party, in its sole discretion to act as Publisher, provided however, in
the event that QCC chooses to provide listings via an annual data file CenturyLink will notify
QCC in writing of a change of publishers, which notice will be no more than ten (10) days
following the effective date of a decision to change in publishers Such notice will include
contact information of the new directory Publisher and any known changes that will impact
the process by which the QCC's listings are to be included in the directory publication and
distribution.
70.32. SUBMISSION OF LISTINGS FOR PUBLICATION
70.33. QCC may choose to send Subscriber Listing Information via the LSR/DSR process or an
annual data file. For each directory market, QCC must choose either the LSR/DSR process
or the annual data file method. If at any time QCC wishes to change the methodology used
in the previous year's Directory for a specific area, QCC must notify in writing to CenturyLink
and the appropriate process will be instituted with the publication of the next publish date of
the directory. In no event will this notification be less than one-hundred eighty (180) days
before the close date of the affected directory.
70.34. LSR/DSR Option for submitting Directory Listings
70.35. QCC will submit directory listing requests for all listings, additions, changes, deletions via the
LSR/DSR Process.
70.36. Notwithstanding anything herein or in related documents or guidelines, unless otherwise
agreed by the Parties, CenturyLink will process all QCC orders on a timeframe at parity with
what CenturyLink processes orders for its own retail customers.
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70.37. Annual File
70.38. QCC may submit listings via an annual data file on a per Directory basis. Listing Information
submitted via an annual data file will not be entered into CenturyLink's own system, or
rekeyed. CenturyLink shall direct its Publisher to handle Listing Information submitted via an
annual data file by QCC pursuant to the terms of this Appendix and interfile QCC Subscriber
Listings alphabetically with CenturyLink's Subscriber Listings in the local white pages, and
where applicable the Yellow Pages for business listings.
70.39. The File should be supplied in an Excel spreadsheet, or other format as the Parties may
mutually agree, with listing name, number and address information. Any captions should
have indent levels supplied and any business listing should have a Yellow Page Header
supplied as well. A separate file should be sent for each book and should include only those
numbers that are to be published.
70.40. It is QCC's responsibility to ensure the annual data file is provided to CenturyLink and or the
Publisher (if so elected by QCC) before the corresponding close date each year; provided
however, CenturyLink must provide notice of the close date each year at least one hundred
twenty (120) days prior to such close date
70.41. QCC will provide a separate distribution file (marked 'distribution only') containing all
subscribers for the applicable Directory area.
70.42. QCC is responsible for selling its listings to third party requestors if QCC selects the annual
data fil&method.
70.43. There is no charge for the annual data file to be supplied by QCC.
70.44. Description of Services:
• Preliminary Pages
• Critical customer contact numbers for billing, service, repair
• Listing of QCC name and address in alpha order on page(s) titled "Other Telephone
Service Providers"
• Directory Listings
• A white pages listing for each published QCC subscriber
• A standard regular listing in classified section of directory for each business
• A complete list of classified headings and a directory production schedule, with service
order close and galley due dates, will be provided
• Fulfillment of orders for directory listings to 3rd party directory publishers on behalf of
QCC (applies only where the LSR/DSR Process is used by QCC)
• A listing in the appropriate section of the directory for government agencies.
• White Pages Galleys
• One white pages galley for each directory to proof prior to publication at no charge
• Additional galleys available upon request
• One white page galley will be supplied only if the listings are maintained by CenturyLink
• Applies only where the LSR/DSR Process is used by QCC
• Copies of Directories
• One copy of telephone directory to QCC at time of publication
C
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.Delivery of directories to QCC subscribers, (quantity of I per residence and 2 per
business unless otherwise specified for hand delivery. For mailed, all quantities default
to 1) during initial distribution
• For secondary distribution 800# must be used
• Directory Service Request
• Service order processing to update, establish or change a directory listing
• Applies only where the LSR/DSR Process is used by QCC
71. DIRECTORY ASSISTANCE
71.1. The Parties acknowledge that CenturyLink is not a Directory Assistance (DA) provider.
CenturyLink provides directory listings information for its subscribers to third party DA
providers to be included in the national and local databases used by such third party
providers The Parties agree that to the extent the DA provider contracted by QCC for DA
services to QCC s subscribers also populates the national DA database then QCC s DA
listings have been made available to CenturyLink's subscribers and no further effort is
needed by either Party.
72 NETWORK INTERFACE DEVICE
72.1. CenturyLink will provide nondiscriminatory access to either side of the Network Interface
Device (NID). CenturyLink shall provide access to the NID under the following terms and
conditions. Rates and charges applicable to NIDs are set forth in Article VII (Pricing), and
such rates and charges shall apply.
72.2. The NID is defined as any means of interconnection of customer premises wiring to
CenturyLink s distribution plant such as a cross-connect device used for that purpose
Fundamentally, the NID establishes the closest access point to the demarcation point
between the loop (inclusive of the NID) and the End User Customers inside wire Except in
multi-unit tenant properties where CenturyLink owns and maintains control over inside wire
within a building, maintenance and control of the End User Customer's inside wiring (i.e., on
the End User Customer's side of the NID) is under the control of the End User Customer.
Conflicts between telephone service providers for access to the End Users inside wire on the
End User's side of the NID must be resolved by the End User.
72.3. QCC may obtain access to the NID on CenturyLink's network side or the End User
Customer's side on a stand-alone basis to permit QCC to connect its own loop facilities to the
premises wiring at any customer location. QCC may not connect to or otherwise access the
End User Customer side of the NID except in accordance with these terms. Any repairs,
upgrade and/or rearrangements to the NID requested or required by QCC will be performed
by CenturyLink based on the Time and Material Charges set out in Article VII (Pricing).
CenturyLink at the request of QCC will disconnect the CenturyLink Local Loop from the NID
at charges reflected in Article VII (Pricing). QCC may elect to disconnect CenturyLink's Local
Loop from the NID on the customers side of the NID but QCC shall not perform any
disôonnect on the network side of the N1D. Under no circumstances, however, shall QCC
connect to either side of the NID unless the CenturyLink network is first disconnected from
the NID as set forth in this Article.
72.4. With respect to multiple dwelling units or multiple-unit business premises QCC shall have the
option of connecting directly with the End User's premises wire, or may connect with the End
Users premises wire via CenturyLink s NID
72.5. CenturyLink shall be under no obligation to install a NID in order to enable QCC to
interconnect to such NID but CenturyLink shall make available to QCC any NID that exists at
the time QCC seeks interconnections to a NID to serve an End User Customer. The NIDs
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that QCC uses under this Article will be existing NIDs already installed by CenturyLink to
serve its End Users.
72.6. In no case shall QCC access, remove, disconnect or in any other way rearrange
CenturyLink's loop facilities from CenturyLink's NlDs, enclosures or protectors. In no case
shall QCC attach to, remove or disconnect ground wires from CenturyLink's NIDs, enclosures
or protectors. In no case shall QCC remove or disconnect NID modules, protectors or
terminals from CenturyLink's NID enclosures.
72.7. QCC may access the End User Customer's side of the NID for the purpose of disconnecting
and capping off the End User's premises wiring or removing the End User's premises wiring
for connection to QCC's own NID without any charge to QCC being incurred. Any other
access to the End User Customer's side of the NID that involves the insertion or use of any
wiring owned or provided by QCC in a connection of any type to the End User premises
wiring or to any NID functionality, including a NID to NID connection, shall be considered a
billable use of the CenturyLink NID.
72.8. Ordering Processes & Provisioning Intervals. The ordering processes and standard
provisioning intervals applicable to NIDs made available pursuant to this Article shall be as
set forth in the CenturyLink Standard Practices. Standard provisioning intervals shall be
substantially the same as the intervals under which CenturyLink provisions the same service
to itself.
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ARTICLE VII: PRICING
73. GENERAL PRICING
Application of NRCs
Pre-ordering:
"CLEC Account Establishment" is a one-time charge applied the first time that QCC orders any
service from a CenturyLink affiliate.
"Service Order Charge" all for all LSRs (including Number Portability and NID LSRs) will be
applicable when submitting a Local Service Request (LSR) for any reason other than for CSR
purposes. The Service Order Charge covers the administrative order processing costs and is not
associated with the recovery of any technical or materials costs that may be recovered through other
charges. CenturyLink will bill the service order charge for an LSR regardless if the LSR is later
supplemented, clarified, or cancelled.
Custom Handling (These NRCs are in addition to any Pre-ordering or Ordering and Provisioning
NRCs):
"Service Order Expedite" applies if QCC requests service prior to the standard due date intervals.
"Coordinated Hot Cut" applies when the LSR (Local Service
Request) requests a Coordinated Hot Cut - a combined and simultaneous effort between
CenturyLink and QCC to perform the completion of a local service request order.
"Time and Materials" charges apply for non-standard or individual-case-basis work requested by
QCC.
NID Outside Facility Connection applies in addition to the ISO when incremental fieldwork is required.
Directory Services Fee Schedule:
Item Description Fee
Preliminary Pages Listing of QCC and contact numbers No Charge
Directory Listings Subscriber Listings No Charge
Additional Listing or other Directory Listing Services shall be provided at rates set forth in applicable
tariffs.
White Pages Galleys First Galley No Charge
Ad Hoc Each Additional Galley $150.00 ea
Copies of Directories for Subscribers No Charge
Directory Service Request (DSR applies when Directory request is made in a separate stand alone
submission. If a Directory Request is made on a submission of an LSR, then the LSR charge only
applies)
1 0
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MRC NRC
Account Establishment _________ $224.07
CustomerRecordSearch - Manual _____________ $11.67
CustomerRecordSearch-Electronic $3.23
10008 ServiceOrderRequests for LSR -Simple _____________ $9.23
10009 ServiceOrderRequests for LSR - Complex _____________ $41.08
10010 ServiceOrderRequests forDSR-DirectoryListingOnly $5.64
10014 2-WireLoopCooperative Testing _____________ $57.22
10015 4-WireLoopCooperative Testing $70.29
10016 TroubleIsolationCharge _____________ $73.32
Coordinated Conversion (Hot Cut)
First QuarterHour _____________ $19.32
AdditionalQuarterHour _____________ $19.32
CustomHandling
ExpediteChargesper AccessTariff _____________
Special Access
Tariff
TimeandMaterials _____________ !CB
2 Wire $0.67
4 Wire $1.34
Other NID Sizes ICB
I NID Outside Facilities Connection $39.21
End Office - per MOU TBD N/A
Tandem Switching - per MOU N/A N/A
CommonTransport -per MOU TBD N/A
CommonTransport forIndirectNetworkConnection-perMOU $0.000023
.1
Toll VoIP-PSTNTraffic
CenturyLink's
Interstate
AccessTariff
I
' CenturyLink's
Interstate Access
Tariff
VOIPPercent ofIntrastateNon-LocalUsage(Contract-PVU) 0% 0%
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1 0 Transit Service Charge - per MOU $0.0050
Local Number Portability query (LNP)
Per interstate
tariff
Per interstate'
tariff
Toll Free Code query (TFC) - Simple
Per interstate
tariff
Per interstate
tariff
Toll Free Code query (TFC) - Complex Additive
Per interstate
tariff
Per interstate
tariff
Line Information Database query (LIDB)
Per interstate
tariff
Per interstate
tariff
Line Information Database query transport (LIDB)
Per interstate
tariff
Per interstate
tariff
Directory - Premium & Privacy Listings
Refer to
Applicable
Retail Tariff
Ad Hoc (Each Additional ) Galley $150.00
Note: Multiplexer pricing available through Enhanced Extended Loop (EELs) facility
leases
LOOP BANDING
T083 CenturyTel of Idaho, Inc.
Exchange Name CLLI Band
Leadore LEDRIDXC 3
North Fork NFRKIDXC 2
Salmon SLMNIDXC
1 0
MRC NRC
KEY CODES
:
Account Establishment _____________ $224.07
Customer Record Search - Manual _____________ $11.67
Customer Record Search - Electronic _____________ $3.23
Data Transmission, per message $0.00000
Media Charge - per CD (Price reflects shipping via regular U.S. Mail) $18.00
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10008 Service Order Requests for LSR - Simple _____________ $9.23
10009 Service Order Requests for LSR - Complex
10010 Service Order Requests for DSR - Directory Listing Only $5.
10014 2-Wire Loop Cooperative Testing _____________ $57.22
10015 4-Wire Loop Cooperative Testing $70.29
10016 Trouble Isolation Charge _____________ $73.32
Coordinated Conversion (Hot Cut)
First Quarter Hour $19.32
Additional Quarter Hour _____________ $19.32
Custom Handling
Expedite Charges per Access Tariff _____________
Special Access
Tariff
and Materials _____________ ICB
2 Wire $0.68
4Wire $1.35
Other NID Sizes ICB
NID Outside Facilities Connection $39.21
See Rate Element! Service Order! Installation/Repair Center section of this price
sheet for EEL Conversion Charges.
End Office - per MOLJ TBD N/A
Tandem Switching - per MOU N/A NIA
Common Transport - per MOU TBD N/A
Common Transport for Indirect Network Connection per MOU $0.000023
Toll VoIP-PSTN Traffic
CenturyLink's
Interstate
Access Tariff
I CeflturyLink's
Interstate Access
Tariff
VOIP Percent of Intrastate Non-Local Usage (Contract-PVU) 0% 0%
Transit Service Charge - per MOU $0.0050
Qwest Communications Company, LLC - Traffic Exchange Agreement - ID - (vi -23-13) 69
LOOP BANDING
T-148 CenturyTel of the Gem State (Idaho)
Exchange Name CLLI Band
Bruneau-Grasmere Riddle BRUNIDXC
Grasmere-Riddle GRRLIDXA
Grand View GRVWIDXC
Richfield RCFDIDXC
Qwest Communications Company LLC - Traffic Exchange Agreement - ID - (vi -23-13)
.
DocuSign Envelope ID: 6EB9C581-4990-46A4-ABE3-629C31 BI 01A5
a Per interstate
Local Number Portability query (LNP) tariff Per interstate tariff
Toll Free Code query (TFC) - Simple
Per interstate
tariff Per interstate tariff
Toll Free Code query (TFC) - Complex Additive
Per interstate
tariff Per interstate tariff
Line Information Database query (LIDB)
Per interstate
tariff Per interstate tariff
Line Information Database query transport (LIDB)
Per interstate
tariff Per interstate tariff
Directory - Premium & Privacy Listings
Applicable
1

Refer to
Retail Tariff
I•
Ad Hoc (Each Additional ) Galley $150.00
DocuSign Envelope ID: 6EB9C581-4990-46A4-ABE3-629C31 Bi 01A5
SIGNATURE PAGE
IN WITNESS WHEREOF, each Party has executed this Agreement. The Effective Date of this
Agreement for such purposes will be established by the date of the final signature on this Agreement
subject to confirmation by Commission approval order.
Qwest Communications Company, LLC dibla CenturyTel of Idaho Inc.,
e Gem
State,lnc., dlbla CenturyLink;
EeD--Moned
M047AF0D2644F6... i IO5E9FCG$BD57454
I I reir
By: By: Dc By: LDesuBi gnea By: L T Christensen
Name: Diane Wright Name: L. T. Christensen
Title: Senior Contract Analyst Title: Director - Wholesale Contracts
Date: 4/10/2013 Date: 4/11/2013
Qwest Communications Company LLC - Traffic Exchange Agreement - ID - (0-23 -13) 71