20150710Application.pdf

CENTURYLINK
1500 7lh Avcnue, Room 15Oo
S€atth, Washington 98101
(206) 73&5178
Maura E. Reynolds
Paralcgal
Reguldory Laf,,
July 9, 2015
Jean Jewell, Secretary
Idaho Public Utilities Commission
47 2 W est Washington Steet
P.O. Box 83720
Boise, Idaho 83720-007 4
Re: Case No.: [New]
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Application for Approval of TraIIic Exchange
Agreement
Dear Ms. Jewell:
Enclosed for filing are an original and two (2) copies of the Traffic Exchange Agreement by and
between CenturyTel of the Gem State,Inc. dba CenturyLink; CenturyTel of Idaho,Inc. dba
CenturyLink and Level 3 Communications, L.L.C. for the State of Idalro. 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.
MEP/jga
Enclosurecc: Service List
LisaA Anderl (WSBA# 13236)
Centurylink
1600 7th Ave, Room 1506
Seattle, Washington 98 191
Telephone: (206) 345 -l 57 4
Lisa. anderl@centurylink. com
Fii 3: 35
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
APPLICATION OF CENTURYTEL OF
THE GEM STATE,INC. DBA
CENTURYLINK AND CENTURYTEL OF
IDAHO DBA CENTURYLINK FOR
APPROVAL OF THE TRAFFIC
EXCHAI\GE AGREEMENT WITH
LEVEL 3 COMMTINICATIONS, L.L.C.
FOR TIIE STATE OF IDAHO PURSUANT
TO 47 U.s.C. $2s2(e)
AppLrc^lrroN FoR AppRovAL oF TRAFFIC Excnerce AcREEMEr.rr - I
Levpl 3 CouuuNrcerroNs, L.L.C.
ceN-r-t {-C3
CASE NO.: I, &5 .T - IS-D'\
APPLICATION FOR APPROVAL OF
TRAFFIC EXCHANGE AGREEMENT
CenturyTel of the Gem State dba Centurylink and CeirturyTel of Idaho dba CenturyLink
("CenturyLink") hereby file this Application for Approval of a Traffic Exchange Agreernent
("Agreement"). The Agreement with Level 3 Communications, L.L.C. ("Level 3") 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 camier not a party to this
agreement; or the implernentation of such an agreement (or portion) is not consistent with the
public interest, convenience and necessity.
CenturyLink
1600 76 Ave., Suite 1506
Seattle, WA 98191
Telephone: [phone]
CenturyLink respectfully submits that this Agreement provides no basis for either of
these findings, and, therefore requests that the Commission approve this Agreement
expeditiously. This Agreement is consistent with the public interest as identified in the pro-
competitive policies of the State of Idaho, the Commission, the United States Congress, and the
Federal Communications Commission. Expeditious approval of this Agreement will enable
Level 3 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 July,2015.gth
CENTURYLINK
Attorney for CenturyLink
AppLIcATroN FoR AppRover or Tn c,FFtc ExcHeNce AGREEMENT - 2
Lrvrl 3 CouuuNrceloNs, L.L.C.
CenturyLink
1600 7e Ave., Suite 1506
Seattle, WA 98191
Telephone: [phone]
CERTIFICATE OF SERVICE
I hereby certify that on this 9ft day of July,2Ol5,I served the foregoing
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT upon all
parties of record in this matter as follows:
Jean Jewell, Secretary
Idaho Public Utilities Commission
47 2 W est Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
[e-mail]
Gary Black
VP- Carrier Relations
Level 3 Communications, L.L.C.
I 025 Eldorado Boulevard
Broomfield, Colorado 80021
Scott Seab
Sr. Corporate & Regulatory Counsel
Level 3 Communications, L.L.C.
I 025 Eldorado Boulevard
Broomfield, Colorado 80021
Hand Delivery
U. S. MailXX Overnight Delivery
Facsimile
Email
Hand DeliveryXX U. S. Mail
Overnight Delivery
Facsimile
Email
Hand DeliveryXX U. S. Mail
Overnight Delivery
Facsimile
Email
Appr-rcaloN ron AppnovAl oF TRAFFIC ExcHANcE AcnerMsNr-3
Lnvel 3 CouuuNrcerrons, L.L.C.
Ce,nturyLink
1600 76 Ave., Suite 1506
Seattle, WA 98191
Telephone: [phone]
DocuSign Envelope lD: 97FC353C-F 442467 2-9548-MO1 AE2220OG
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CenturyLink*
TRAFFIG EXCHANGE AGREEMENT
BY AND BETWEEN
CENTURYTEL OF THE GEM STATE, INC., DBA CENTURYLINK;
CENTURYTEL OF IDAHO, INC., DBA CENTURYLINK
AND
LEVEL 3 COMMUNICATIONS, L.L.G.
FOR THE STATE OF IDAHO
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Traffic Exchange Agreement (TEA) Template - (v7-1-14)
DocuSign Envelope lD: 97FC353C-F442-4672-9548-M01
^.E222006
TABLE OF CONTENTS
ARTTCLE r. DEF|N|TIONS .................5
GENERAL TERMS AND CONDITIONS...,... ........19
3. APPLICATION OF THESE GENERAL TERMS AND CONDITIONS........ ..............194. posrroN oF THE PART|ES.... .................19
5. INTENTIONALLY LEFT BLANK .................196. REGULATORYAPPROVALS .............. ......197. EFFECTIVE DATE, TERM AND TERMINATION ...........19B. CLEC CERT|F|CATION ..........22
9. APPLICABLE LAW ..,..,...,,,,...,2210. CHANGES rN LAW .................2311. AMENDMENTS.............. ........25
12. ASS|GNMENT............... .........2513. CONFTDENTTAL INFORMATION ...............25
14. CONSENT ..........2715. CONTACTS BETWEEN THE PARTIES................. ........2716. GENERAL DISPUTE RESO1UT|ON................. .............2717. INTENTIONALLY LEFT BLANK ,.....,,.....,,..2918. INTENTIONALLY LEFT BLANK ........,.....,..2919. ENTTRE AGREEMENT................. ..............2920. FORCE MAJEURE .................2921. FRAUD....... .........2922. HEADTNGS .........3023. TNTELLECTUAL PROPERTY............ .........3024. LAW ENFORCEMENT .....,.....3125. LIABILITYAND INDEMNIFICATION ,..,.,,,..3226. SUBCONTRACTORS....... ......3527. TNSURANCE .......3528. NON-EXCLUSTVE REMEDIES........... ........3629. RESERVATTON OF R|GHTS...... ................3730. NOTTCES ............3731. REFERENCES.............. .........3832. RELATTONSHIP OF THE PARTIES ................. ..............3833. SUCCESSORS AND ASSIGNS - BINDING EFFECT...... ..................3934. SURVTVAL ..........3935. TAXES/FEES................. .........3936. TERRITORY ,,.,.,.4037. THIRD-PARTY BENEFICIARIES ...............4038. USE OF SERVTCE ..................4039. FEDERAL JURISDICTIONAL AREAS....... .....................4040. wAtvER..... .........4141. WTTHDRAWAL OF SERVICES ..................41
42. TECHNOLOGY UPGRADES............... .......41
ARTICLE III. IMPLEMENTATION ......42
43. |MPLEMENTATION P1AN.......... ................4244. SECUR|TY DEPOSIT .............4245. START-UP DOCUMENTATION .................4446. LETTER OF AUTHORIZATION (LOA).......... ..................44
ARTICLE IV. OPERATIONAL TERMS. ......,....,...,.,47
47. STANDARD PRACTICES .......47
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48. ESCALATION PROCEDURES............ ..-....4749. INTENTIONALLY LEFT BLANK ,...,....,,....,.4750. CoNTACTWTTH END USERS....... ............4751. CAPACITY PLANNING AND FORECASTS......... ..........4852. BONA F|DE REQUEST (BFR) ....................4953. . ORDERING AND PROVISIONING ...........5154. UNTVERSAL SERVTCE FUND ....................5455. BILLING AND PAYMENTS/DISPUTED AMOUNTS.............,... ..........5456. AUD|TS...... .........5957. CENTURYLTNKOSS |NFORMAT|ON.............. ..............6058. PROVTS|ON OF USAGE DATA.......... ........6359. CENTURYLINK ACCESS TO INFORMATION RELATED TO CLEC CUSTOMERS ................. 6460. NETWORK MANAGEMENT............... ........6461. MAINTENANCE AND REPAIR ...................6562. EXPENSES .........66
ARTICLE V. INTERCONNECTION, TRANSPORT AND TERMINATION OF TRAFFIC......................67
63. SERVTCES COVERED ...........6764. NETWORK INTERCONNECTION METHODS.. .............6765. SIGNALING AND INTERCONNECTION TRUNKING REQUIREMENTS ..............7366. INTERCARRIER COMPENSATION.... .......7867. TRANS|TTRAFFIC.... .............84
ARTTCLE Vt. NETWORK TNTERFACE DEV|CE...... ..................86
68. NETWORK INTERFACE DEVICE ..............86
ARTICLE VII. ADDITIONAL SERVICES .................88
ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS.OF-WAY. ....................91
BAS|C 911 AND E911 SERV|CE.............. ......................92
DTRECTORY ASS|STANCE................. ......98
DIRECTORY LISTINGS SERVICE.... .........99
GENERAL PR|C|NG TERMS ...................102
APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS .....,,.,,.....,.,,,.102
APPLICATION OF NON-RECURRING CHARGES.. ....102
tNDtvtDUAL CASE BAS|S PRTCTNG (rCB) .......... ........103
TO BE DETERMTNED (TBD)PRICES ......103
rx. M|SCELLANEOUS.......... ................104
AUTHORIZATION AND AUTHORITY ......104
CoUNTERPARTS .....,... .......104
SIGNATURE PAGE ..........105
TABLE 1 RATES
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ARTICLE
DocuSign Envelope lD: 97FC353C-F 442-467 2-9548'-1201 4E222O06
This lnterconnection Agreement is entered into by and between CenturyTel of the Gem State,
lnc., dba CenturyLink; CenturyTelof ldaho, lnc., dba CenturyLink (CenturyLink), and Level 3
Communications L.L.C., in its capacity as a certified provider of local wireline
Telecommunications Service, (CLEC). CenturyLink and Level 3 Communications, L.L.C., 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 lncumbent Local Exchange Carriers
(lLECs) doing business as "CenturyLink" by a single name, the terms and provisions of this
Agreement shall apply separately and independently with respect to each of such separate,
legal, entities, not as a collective group, and the exercise, assertion, application, waiver or
enforcement of each and any of the terms, obligations, duties, liabilities, rights, privileges or
other interests embodied in this Agreement by or against any of such ILECs shall pertain, in
each instance, only with respect to a single, individual ILEC, and shall not be deemed to apply
in an aggregate fashion to any of the other ILECs who are signatory parties to this Agreement,
unless mutually agreed upon in a separate written instrument executed by each affected entity.
This Agreement covers services in the State of ldaho (State)and only in areas which both
Parties are certificated.
WHEREAS, the Parties wish to interconnect their local exchange networks for the purposes of
transmission and termination of Local Traffic (as hereinafter defined), so that customers of each
can receive calls that originate on the other's network and place calls that terminate on the
other's network; and
WHEREAS, the Parties desire to exchange such traffic and related signaling in a technically
and economically efficient manner at defined and mutually agreed upon lnterconnection points;
and
WHEREAS, the Parties wish to set forth terms for the purchase of lnterconnection and
exchange of traffic for the provision of Telecommunications Services; and
NOW, THEREFORE, in consideration of the mutual provisions contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
without waiving any reservation of rights set forth herein, CenturyLink and CLEC hereby
covenant and agree as follows:
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ARTICLE I. DEFINITIONS
GENERAL RULES
1.1 Unless the context clearly indicates otheruvise, the definitions set forth in this
Article of this Agreement shall apply to the entire Agreement and all attachments
incorporated by reference herein into this Agreement. A defined term intended to
convey the meaning stated in this Agreement is capitalized when used.
1.2 Additional definitions that are specific to the matters covered in a particular
Article, attachment or provision may appear in that Article, attachment or
provision. To the extent that there is any difference of interpretation between a
definition set forth in this Agreement and any definition in a specific Article,
attachment or provision, the definition set forth in the specific Article, attachment
or provision shall control with respect to that Article, attachment or provision.
1.3 Capitalized terms that are not othenvise defined in this Article or elsewhere within
the Agreement but are defined in the Telecommunications Act of 1996 (Act)
andior the orders and rules implementing the Act shall have the meaning set
forth in the Act or in such orders and rules.
1.4 Terms used in a Tariff shall have the meanings stated in the Tariff.
1.5 Unless the context clearly indicates otherwise, any term defined in this
Agreement which is defined or used in the singular shall include the plural, and
any term defined in this Agreement which is defined or used in the plural shall
include the singular.
1.6 The words "shall" and "will" are used interchangeably throughout the Agreement
and the use of either indicates a mandatory requirement. The use of one or the
other shall not confer a different degree of right or obligation for either Party.
DEFIN!TIONS
911 Service or 911: Basic 911 Service provides a caller access to the appropriate PSAP
by dialing a 3-digit universal telephone number (91 1). 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 9-1-1 calling for one or more PSAPs in a specific geographic area.
911 Trunk: A trunk capable of transmitting a 9-1-1 dialed call to the Selective Router,
and used for the single purpose of transmission of 9-1-1 calls in accordance with
applicable NENA Standards.
Access Service Request (ASR): The Ordering and Billing Forum document designated
by CenturyLink to be used by the Parties to add, establish, change or disconnect
services or trunks for the purpose of providing special access, Switched Access
Services, and lnterconnection.
Access Services: lnterstate and intrastate Switched Access Services, Special Access
and/or Private Line services, as appropriate.
Act or the Act: The Communications Act of 1934, as amended by the
Telecommunications Act of 1996, and as amended from time to time and codified at 47
U.S.C. SS151, et seq.
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1.
2.
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ACTL: Access Customer Terminal Location as defined by Telcordia.
Affiliate: Shall have the meaning set forth in 47 U.S.C. 5153
ALI Database: A database which stores information associated with End User
customers' telephone numbers or Shell Records.
Applicable Law: Shall mean all effective laws, statutes, common law, governmental
regulations, ordinances, codes, rules, guidelines, orders, permits and approvals of any
governmental authority (including, without limitation, the Commission and the FCC) that
relate to the respective rights and obligations of each Party as of the Effective Date
(Applicable Rules) or as subsequently revised.
Automated Messaqe Accountinq (AMA): The structure inherent in switch technology
that initially records telecommunication message information. AMA format is contained
in the Automated Message Accounting document, published by Telcordia Technologies
as GR-1100-CORE, which defines the industry standard for message recording.
Automatic Location ldentification (ALl): A record that includes the subscriber's name
(identified by ANI), street address, Emergency Service Number (ESN) and other
predetermined information associated with the E-911 caller's telephone number, which
can be fonvarded to the PSAP for display. Additional telephones with the same number
as the calling party's (secondary locations, off-premise extensions, etc.); will be identified
with the service address of the calling party's listed number.
Automatic Number ldentification (ANl): A telephone number associated with the access
line from which the call originates, used for selective routing and for display at a PSAP to
identify the caller. lt is the key field in the ALI Database. Any reference to ANI in this
Agreement shall be deemed to be inclusive of pANl, as appropriate.
Bill Date: The date when a CenturyLink service is billed and/or invoiced to a customer.
The Bill Date is generallythe date one (1) day pastthe billing cycle close date and will
appear on any such bill or invoice.
Bill Due Date: The date that payment for a bill or invoice is due. The Bill Due Date shall
be the date thirty (30) Days from the Bill Date.
Bona Fide Request (BFR): The process CLEC must use (1) to submit a request to
obtain lnterconnection or access to a Network Element to which CenturyLink is requiredto provide access on an unbundled basis under Applicable Law, but which
lnterconnection or Network Element is new, undefined or not otherwise available under
the terms of this Agreement; (2) when facilities and equipment are not Currently
Available; (3) when CLEC requests that CenturyLink provide Interconnection or a
Network Element on an unbundled basis that is superior or inferior in quality than those
that CenturyLink provides to itself; and (4) to request certain other services, features,
capabilities or functionality defined and agreed upon by the Parties as services to be
ordered via the BFR process on an individual case basis (lCB).
Business Dav: Monday through Friday, except for company holidays on which
CenturyLink is officially closed for business.
Central Office (CO): A telephone company Building where customer lines are joined to a
switch or switches for connection to the Public Switched Telephone Network (PSTN).
Central Office Switch: A switch used to provide Telecommunications Services including
(1) End Office Switches which are Class 5 switches from which End User Telephone
Exchange Services are connected and offered, directly or through subtending Remotes,
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and (2) Tandem Office Switches which are Class 4 switches used to connect and switch
trunk circuits between and among CentralOffice Switches. Central Office Switches may
be employed as combination End Office/Tandem Office Switches (combination Class
S/Class 4).
Certificate of Operatino Authoritv: A certification by the State Commission that CLEC
has been authorized to operate within the State as a provider of local Telephone
Exchange Services within CenturyLink's local service arcai in many states this
certification is known as a Certificate of Public Convenience and Necessity.
CIC: An acronym for Carrier ldentification Code.
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 Competitive Local Exchange Carrier (CLEC) Profile, the following:
its Operating Company Number (OCN), Company Code (CC), and Access Carrier Name
Abbreviation (ACNA).
CLLI Codes: Common Language Location ldentifier Codes.
Commission: The State Public Service or Public Utility Commission, as applicable.
Common Channel Siqnalinq (CCS): A high-speed, specialized, packet-switched
communications network that is separate (out-of-band) from the public packet-switched
and message networks. CCS carries addressed signaling messages for individual trunk
circuits and/or database-related services between Signaling Points in the CCS network
using SS7 signaling protocol.
Common Transport: An interoffice transmission path between End Office Switches,
between End Office Switches and Tandem Switches and between Tandem Switches in
CenturyLink's network. Common Transport paths / Common Tandem Trunks are shared
between multiple customers and are required to be switched at the Tandem Switch.
Companv ldentifier or Companv lD: A three-to-five character identifier that distinguishes
the entity providing voice service (e.9., wireline, wireless, VolP, etc.) to the End User.
The Company ldentifier registry is maintained by NENA in a nationally accessible
database.
Competitive Local Exchanoe Carrier: R "Local Exchange Carrier", as defined in 47 U.S.C.
$153 and authorized to provide Telephone Exchange Services or Exchange Access
Services in competition with an ILEC.
Customer Proprietarv Network lnformation (CPNI): Shall have the meaning set forth in
47 U.S.C. $222 and shall also include any additional information specified pursuant to
State law.
Customer Service Record (CSR): A record detailing the services to which an End User
subscribes from its Telecommunications provider(s).
Customer Service Record Search: A process requested by CLEC that typically
searches for basic account information, listing/directory information, service and
equipment listing, and billing information for a customer. CLEC must have obtained
proper authorization from the End User prior to requesting a Customer Service Record
Search. A Customer Service Record Search will be obtained by means of a LSR where
such request is permitted by the provisions of this Agreement.
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Traffic Exchange Agreement (TEA) Template - (v7-1-14)
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Database Manaoement Svstem (DBMS): A system of manual procedures and computer
programs used to create, store and update the data required to provide Selective
Routing andior Automatic Location ldentification for 911 systems.
Dav: A calendar day unless otherwise specified.
Default: A Party's violation of any material term or condition of the Agreement, or refusal
or failure in any material respect to properly perform its obligations under this
Agreement, including the failure to make any undisputed payment when due. A Party
shall also be deemed in Default upon such Party's insolvency or receivership
proceedings by or against the Party or the failure to obtain or maintain any
certification(s) or authorization(s) from the Commission which are necessary or
appropriate for a Party to exchange traffic or order any service, facility or arrangement
under this lCA, or notice from the Party that it has ceased doing business in this State or
receipt of publicly available information that signifies the Party is no longer doing
business in this State.
Demarcation Point: The Demarcation Point shall have the meaning set forth in 47
c.F.R. 568.105.
Direct Trunked Transport (DTT): A DS1 or DS3 interoffice facility that connects the
CenturyLink Serving Wire Center of the CLEC's Local lnterconnection Entrance Facility
or Collocation to the terminating CenturyLink Tandem or End Office used exclusively for
the transmission and routing of Telephone Exchange Service and Exchange Access.
Disputed Amounts: An amount or any portion of a bill or invoice sent to a Party that the
billed Party contends, in good faith, is not due and payable. For an amount to qualify as
a Disputed Amount, the billed Party must provide written notice to the billing Party of the
nature and amount of the disputed charge(s) using the process and time period
established by the billing Party.
DS-1: A service having an absolute digital signal speed of 1.544 Mbps.
DS-3: A service having an absolute digital signal speed of 44.736 Mbps.
Duct: A pipe, tube or conduit through which cables or wires are passed.
Dvnamic 911: The provision of E911 Service utilizing a call processing arrangement with
pseudo ANls for non call-path associated signaling and routing commonly associated
with the delivery of mobile, nomadic or out-of-region calls.
E911 Customer or PSAP Operator: A municipality or other state or local governmental
unit, or an authorized agent of one or more municipalities or other state or local
government units to whom authority has been lawfully delegated to respond to public
emergency telephone calls, at a minimum, for emergency police and fire service through
the use of one telephone number, 911.
E-911 or Enhanced 911 Service or E911 Service: A telephone system which includes
network switching, data base and PSAP premise elements capable of providing ALI
data, selective routing, selective transfer, fixed transfer, and a call back number.
EAS (Extended Area Service): For purposes of this Agreement, EAS will be interpreted
generically as commonly used within the Telecommunications industry to mean any
expanded or extended Local Calling Area that is set forth in a Party's Tariff, regardless
of service name, that meets Commission specifications for the provision of local calling to
a wider area beyond the exchange with reduced (or without) long distance or toll
charges. lt can be a flat rate, message or measured and can also be zoned. An EAS
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calling plan that is required or mandated by the FCC or the Commission is referred to as
a "mandatory" EAS irrespective of whether or not mandatory EAS area is only available
to End Users who affirmatively elect or opt to take advantage of such wider Local Calling
Area and irrespective of whether such End Users must pay an additional charge in order
to have the benefit of such mandatory EAS area. Optional EAS is an EAS calling plan
that is not required or mandated by the FCC or a Commission but is voluntarily offered
by a Party.
Effective Date: The date of Commission approval of the Agreement.
Electronic lnterface: Direct access to Operations Support Systems consisting of
preordering, ordering, provisioning, maintenance and repair and billing functions.
Emerqencv Services: Law enforcement, fire, ambulance, rescue, and medical services.
Emerqencv Service Number (ESN): A three- to- five digit number that represents a
unique combination of Emergency Services in one or more ESZs.
Emeroencv Services Querv Kev (ESQK): The ESQK identifies a call instance at a voice
positioning center (VPC), and is associated with a particular SR/ESN combination per
NENA standards. The ESQK is expected to be a ten-digit North American Numbering
Plan number.
Emeroencv Service Zone (ESZ): A geographical area that represents a unique
combination of Emergency Services that are within a PSAP jurisdiction.
End Office: The telephone company office from which the End User receives exchange
service.
End Office Switch: A switching machine that terminates traffic to and receives traffic
from End Users purchasing local Telephone Exchange Service. A PBX is not
considered an End Office Switch.
End User: Any third party retail customer that subscribes to, and does not resell to
others, a service provided by (i) a Party to this Agreement; or (ii) a wholesale customer
of a Party, where the service provided by such Party's wholesale customer is derived
from a Telecommunications Service provided to such Party by the other Party. Unless
othenrvise specified, a reference to a Party's End Users shall be deemed to refer to
either (i) or (ii) above. As used herein, End User does not include any of the Parties to
this Agreement with respect to any item or service obtained under this Agreement, nor
any lnterexchange Carrier (lXC), Competitive Access Provider (CAP) or Commercial
Mobile Radio Service (CMRS) provider (also known as a Wireless Carrier) or their retail
customers.
Enhanced Service Provider (ESP): A provider of enhanced services as those services
are defined in 47 C.F.R. 564.702. An lnternet Service Provider (lSP) is an Enhanced
Service Provider.
Exchanoe Access: As defined in 47 U.S.C. 5153, means the offering of access to telephone
exchange services or facilities for the purpose of the origination or termination of
telephone toll services.
Exchanoe Messaqe lnterface (EMl): 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
lnterface (EMl) was formerly known as an Exchange Message Record (EMR).
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DocuSign Envelope I D: 97FC353C-F 442-467 2-9548-4201 4E222006
FCC: The Federal Communications Commission.
Federal Universal Service Charqe (FUSC): An End User charge that allows a
Telecommunications Carrier to recover certain costs of its universal service contributions
from its customers.
Federal Universal Service Fund (FUSF): A fund administered by the Universal Service
Administrative Company (USAC) into which Telecommunications Carriers pay their
FUSF contributions.
lncumbent Local Exchanoe Carrier (ILEC): Shall have the meaning set forth in 47
u.s.c. s251(h).
lndirect Network Connection: A method of lnterconnection for the exchange of Local
Traffic, lntraLATA LEC Toll Traffic and Vo|P-PSTN Traffic between two
Telecommunications Carriers where the networks of such Telecommunications Carriers
are not directly connected.
lnformation Service: As defined in 47 U.S.C. 5153, means the offering of a capability for
generating, acquiring, storing, transforming, processing, retrieving, utilizing, or making
available information via telecommunications, and includes electronic publishing, but
does not include any use of any such capability for the management, control, or
operation of a telecommunications system or the management of a telecommunications
service.
Information Service Provider: A provider of Information Service. lnformation Service
Provider includes, but is not limited to, lnternet Service Providers (lSPs).
lnformation Service Traffic: Traffic delivered to or from an lnformation Service Provider
for the provision of lnformation Service. ISP-Bound Traffic is a subset of lnformation
Service Traffic.
lnside Wire or lnside Wirinq: Wiring within the customer Premises that extends to the
Demarcation Point of CenturyLink's outside plant. lnside Wire is owned or controlled by
the End User (unless othenvise specified herein or under Applicable Law.
lntellectual Propertv: Means (a) inventions (whether patentable or unpatentable and
whether or not reduced to practice), all improvements thereto, patents, patent
applications and patent disclosures, and all re-issuances, continuations, revisions,
extensions and re-examinations thereof, (b) trademarks, service marks, trade dress,
logos, trade names, domain names and corporate names, and translations, adaptations,
derivations and combinations thereof and goodwill associated therewith, and all
applications, registrations and renewals in connection therewith, (c) copyrightable works,
copyrights and applications, registrations and renewals relating thereto, (d) mask works
and applications, registrations and renewals relating thereto, (e) trade secrets and
confidential business information (including ideas, research and development, know-
how, formulae, compositions, manufacturing and production processes and techniques,
technical data, designs, drawings, specifications, customer and supplier lists, pricing and
cost information, and business and marketing plans and proposals), (f) computer
software (including data and related documentation), (g) other proprietary rights, and (h)
copies and tangible embodiments thereof (in whatever form or medium).
lntellectual Propertv Claim: Any actual or threatened claim, action or proceeding relating
to lntellectual Property.
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lnterconnection: Shall havethemeaningsetforthin4TC,F.R.S5l.5,andrefers,inthis
Agreement, to the linking of two networks for the mutual exchange of traffic. This term
does not include the transport and termination of traffic.
lnterconnection Facilitv: The physical connection of separate pieces of equipment and
transmission facilities within, between and among networks, for the transmission and
routing of Telephone Exchange Service and Exchange Access, subject to the trunking
requirements and other terms and provisions of this Agreement.
lnterexchanoe Carrier (lXC): A carrier that provides, directly or indirectly, lnterLATA or
lntraLATA Telephone Toll Service.
lnterexchanoe Service: Telecommunications Service between stations in different
exchange areas.
lnterLATA Toll Traffic: Telecommunications traffic between a point located in a LATA
and a point located outside such LATA.
lnternet Service Provider (lSP): An Enhanced Service Provider that provides lnternet
services and is defined in paragraph 341 of the FCC's First Report and Order in CC
Docket No.97-'158.
lntraLATA Toll Traffic: Telecommunications traffic between two locations within one
LATA where one of the locations lies outside of the originating or terminating
CenturyLink Local Calling Area as defined in CenturyLink's local exchange Tariff on file
with the Commission.
lntraLATA LEC Toll Traffic: Means lntraLATA Toll traffic originated by the End Users of
a Party acting in its capacity as a Local Exchange Carrier and not in its capacity as, or
on behalf of, an lXC.
lnteorated Services Diqital Network (ISDN) User Part (ISUP): A part of the SS7 protocol
that defines call setup messages and calltakedown messages.
ISP-Bound Traffic: For purposes of this Agreement, traffic that is transmitted to an
lnternet Service Provider ('lSP") who is physically located in an exchange within the
same LCA of the originating End User, consistent with the ISP Remand Order (FCC 01-
131 ), 16 FCC Rcd. 9151 (2001). ISP-Bound Traffic does not include any VNXX Traffic.
Jointlv Provided Switched Access Service Traffic: Traffic where both CenturyLink's
network and CLEC's network are used to originate Switched Access Service traffic by an
End User to be delivered to an lnterexchange Carrier (lXC) for call completion, or where
both CenturyLink's network and CLEC's network are used to terminate Switched Access
Service traffic delivered by an IXC to an End User.
Local Access and Transport Area (LATA): Shall have the meaning set forth in 47 U.S.C.
s1 53.
Local Callins Area (LCA): The CenturyLink local exchange area, or mandatory
Extended Area Service (EAS) exchanges, as required by a State Commission or as
defined in CenturyLink's local exchange Tariffs.
Local Exchanoe Carrier (LEC): Shall have the meaning set forth in 47 U.S.C. S153
Local Exchanoe Routinq Guide (LERG): The Telcordia Technologies reference
customarily used to identify NPA-NXX routing and homing information, as well as
equipment designation.
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Local lnterconnection Trunk or Local lnterconnection Trunk Grouo: One-way or two-way
trunks or trunk groups used to exchange Local Traffic between a switch of one Party and
a switch of the other Party.
Local lnterconnection Entrance Facilitv: A DS1 or DS3 facility that extends from CLEC's
Switch location or other CLEC Premises to the CenturyLink Serving Wire Center for that
CLEC Switch or Premises. A Local lnterconnection Entrance Facility may not extend
beyond the area served by the CenturyLink Serving Wire Center.
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 Traffic: Traffic, including Vo|P-PSTN Traffic, that is originated by an End User of
one Party who is physically located in a CenturyLink Local Calling Area on that Party's
network and terminated to an End User of the other Party who is physically located in
the same Local Calling Area on that Party's network. Pursuant to the FCC's clarifying
orders, Local Traffic includes lnformation Service Traffic only to the extent that the End
User and the lnformation Service Provider are physically located in the same
CenturyLink Local Calling Area. Local Traffic for purposes of intercarrier compensation
does not include: (1) any traffic that does not originate and terminate within the same
CenturyLink Local Calling Area (2) Toll Traffic, including, but not limited to, calls
originated on a 1+ presubscription basis, or on a casual dialed (10XXX101XXXX) basis;
(3)flat-rated toll plans voluntarily offered by a Party, sometimes referred to as "optional"
EAS; ( ) special access, private line, Frame Relay, ATM, or any other traffic that is not
switched by the terminating Party; (5) Transit Traffic; (6) VNXX traffic; or, (7) Toll VolP-
PSTN.
Local VolP-PSTN Traffic is VolP-PSTN Traffic that physically originates and terminates
within the CenturyLink Local Calling Area and shall be considered to be "Local Traffic"
as such term is used in this Agreement.
Master Street Address Guide (MSAG): A data base of street names and house number
ranges within their associated communities defining ESZs and their associated ESNs to
enable proper routing of 911 calls.
Mass Callinq Trunks: Trunks designed to handle high call volumes for a wide range of
applications, with or without caller interaction with lnteractive Voice Response or touch-
tone navigation. Mass Calling Trunks typically are associated with television or radio
and allow customers to use their telephone to express an opinion, such as voting on
interactive television shows, public opinion polling, surveys, information and contests
using a virtual call center.
Meet Point: A point, designated by the Parties, at which one Party's responsibility for
service begins and the other Party's responsibility ends.
Mid-Span Fiber Meet: An lnterconnection architecture whereby two carriers' fiber
transmission facilities meet at a mutually agreed upon point for the mutual exchange of
traffic, subject to the trunking requirements and other terms and provisions of this
Agreement. The "point" of lnterconnection for purposes of 47 U.S.C. SS251(c)(2) and
251(c)(3) remains on CenturyLink's network and is limited to the lnterconnection of
facilities between the CenturyLink Serving Wire Center and the location of the CLEC
switch or other equipment located within the area served by the CenturyLink Serving
Wire Center.
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Minutes of Use: Shall be abbreviated as MOU.
Multiple Exchanqe Carrier Access Billino (MECAB): The document prepared by the
Billing Committee of the Ordering and Billing Forum (OBF), which functions under the
auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
lndustry Solutions (ATIS). The currently effective version of the MECAB document,
published by ATIS (0401004-00XX), contains the recommended guidelines for the billing
of an Access Service provided by two or more LECs, or by one LEC in two or more
states within a single LATA.
Multiple Exchanoe Carriers Orderino and Desion Guidelines for Access Services -
lndustrv Support lnterface (MECOD): A document developed by the
Ordering/Provisioning Committee of the OBF, which functions under the auspices of the
CLC of the ATIS. The currently effective version of the MECOD document, published by
ATIS (0404120-00XX), establishes methods for processing orders for Access Service
that is to be provided by two or more LECs.
National Emerqencv Number Association (NENA): A not-for-profit corporation
established in 1982 to further the goal of "One Nation-One Number" for emergency calls.
NENA is a networking source and promotes research, planning, and training. NENA
strives to educate, set standards and provide certification programs, legislative
representation and technical assistance for implementing and managing 911 systems.
Network lnterface Device (NlD): A stand-alone Network Element defined as any means
of interconnecting lnside Wiring to CenturyLink's distribution plant, such as a cross-
connect device used for that purpose. This includes all features, functions, and
capabilities of the facilities used to connect the Local Loop to End User lnside Wiring,
regardless of the specific mechanical design.
North American Numberinq Plan (NANP): The system of telephone numbering
employed in the United States, Canada, and Caribbean countries for the allocation of
unique 1O-digit directory numbers consisting of a three-digit area code, a three-digit
office code, and a four-digit line number. The plan also extends to format variations,
prefixes, and special code applications. NANP also sets rules for calls to be routed
across these countries.
Numberinq Plan Area (NPA): Also sometimes referred to as an "area code," an NPA is
the three-digit indicator, which is defined by the "A", "B", and "C" digits of each 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.
Number Portabilitv (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.
NXX. NXX Code. Central Office Code or CO Code: The three-digit switch entity
indicator that is defined by the "D", "E", and "F" digits of a ten-digit telephone number
within the NANP. Each NXX Code contains 10,000 station numbers.
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Orderino and Billinq Forum (OBF): An industry committee functioning under the
auspices of the Alliance for Telecommunications lndustry Solutions (ATIS).
Operations Support Svstems (OSS): The pre-ordering, ordering, provisioning,
maintenance and repair, and billing functions supported by CenturyLink's databases and
information.
Paritv: Means subject to the availability, development and implementation of necessary
industry standard Electronic lnterfaces, the provision by CenturyLink of services or
functionality under this Agreement to CLEC, including provisioning and repair, at least
equal in quality to those offered to CenturyLink, its Affiliates or any other entity that
obtains such services or functionality unless othenruise set forth in Applicable Law. Until
the implementation of necessary Electronic lnterfaces, CenturyLink shall provide such
services or functionality on a non-discriminatory basis to CLEC as it provides to its
Affiliates or any other entity that obtains such services or functionality.
Partv or Parties: Shall mean CenturyLink, as described in the first paragraph of this
Agreement, or CLEC depending on the context and no other entity, Affiliate, Subsidiary
or assign. "Parties" refers collectively to both CenturyLink and CLEC and no other
entities, Affiliates, Subsidiaries or assigns.
Percentaqe Local Use (PLU): A percentage calculated by dividing the number of
minutes of Local Traffic originated or terminated by the total number of minutes
respectively originated or terminated via Local lnterconnection Trunks, except that
directory assistance, BLV/BLVI and Jointly Provided Switched Access calls are not
included in the calculation of PLU.
Point of lnterconnection (POl): A point on CenturyLink's network where the Parties
deliver lnterconnection traffic to each other, and also serves as a Demarcation Point
between the facilities that each Party is financially responsible to provide for POls not
established through the Bona Fide Request (BFR) process. The POI also establishes
the interface, the test point, and the operational responsibility hand-off between CLEC
and CenturyLink for the lnterconnection of their respective networks.
Premises: A Party's Central Offices and Serving Wire Centers; all Buildings or similar
structures owned, leased, or othenruise controlled by a Party that house its Network
Facilities; all structures that house a Party's facilities on public Rights-of-Way, including
but not limited to vaults containing loop concentrators or similar structures; and all land
owned, leased or otherwise controlled by a Party that is adjacent to these Central
Offices, Wire Centers, Buildings and structures.
Pseudo-ANl (pANl): A ten digit number that is used in place of ANI for E911 call routing
and the delivery of dynamic ALI information (e.9., to identify a wireless cell, cell sector,
or PSAP to which the call should be routed). For purposes to this Agreement,
references to pANl shall include Emergency Services Query Key (ESQK), Emergency
Services Routing Digit (ESRD) and Emergency Service Routing Key (ESRK), as
appropriate.
Public Safetv Answerino Point (PSAP): An entity to whom authority has been laMully
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
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Selective Router and Secondary PSAPs receive calls transferred from the primary
PSAP.
Rate Genter: The specific geographic area that is associated with one or more particular
NPA-NXX Codes that have been assigned to a LEC for its provision of basic exchange
Telecommunications Services. The "Rate Center area" is the exclusive geographic area
identified as the area within which CenturyLink or CLEC will provide Basic Exchange
Telecommunications Services bearing the particular NPA-NXX designations associated
with the specific Rate Center.
Ratinq Point: The finite geographic point identified by a specific Vertical and Horizontal
(V&H) coordinates assigned to a Rate Center and associated with a particular telephone
number for rating purposes. The Rating Point must be in the same LATA as the Routing
Point of the associated NPA-NXX as designated in the LERG, but need not be in the
same location as the Routing Point.
Reciprocal Compensation: As defined under 47 C.F.R. $51 Subpart H.
Remote Switch or Remote: A switch that directly terminates traffic to and receives traffic
from End Users of local Telephone Exchange Services, but does not have the full
features, functions and capabilities of an End Office Switch. Such features, functions,
and capabilities are provided to a Remote Switch via an interswitch link from a host End
Office.
Routinq Point: A location that a LEC has designated on its own network as the homing
or Routing Point for traffic in-bound to Telephone Exchange Service provided by the
LEC which bears a certain NPA-NXX designation. The Routing Point is used to
calculate airline mileage measurements for the distance-sensitive transport element
charges. Pursuant to Telcordia Technologies Practice BR795-100-100, the Routing
Point may be an End Office location, or a "LEC Consortium Point of lnterconnection."
The Routing Point must be in the same LATA as the associated NPA-NXX.
Selective Router (SR): The equipment used to route 911 calls to the proper PSAP, or
other designated destinations, based upon the caller's location information and other
factors.
Service Affectinq: A "Service Affecting" issue or dispute shall mean that such issue or
dispute, unless resolved, places a Party's End User in immediate or imminent risk of not
being able to use the service to which that End User subscribes.
Service Order: An order submitted by CLEC to CenturyLink ordering or changing
services and facilities (including any porting requests) available in accordance with the
terms of this Agreement.
Servinq Wire Center: Denotes the CenturyLink Building from which dial tone for
Telephone Exchange Service would normally be provided to a particular End User
customer Premises.
Shell Records: Those records necessary to populate the DBMS to enable Dynamic 911
call delivery and display methods, used to determine call routing and the appropriate
provider responsible for providing the caller's ANI/ALI for display at the appropriate
PSAP upon the answer of the 911 call. For purposes of this Agreement, references to
911 records shall include Shell Records, as appropriate.
Sionalino Point (SP): A node in the CCS network that originates and/or receives
signaling messages, or transfers signaling messages from one signaling link to another,
or both.
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Sionalinq Svstem 7 (SS7): The signaling protocol, Version 7, of the CCS network,
based upon American National Standards lnstitute (ANSI) standards that is used to
provide basic routing information, call set-up and other call termination functions.
Sionalino Transfer Point (STP): A Signaling Point that performs message routing
functions and provides information for the routing of messages between Signaling Points
within or between CCS networks. An STP transmits, receives and processes CCS
messages.
Standard Practices: The general practices and procedures published or referenced on
CenturyLink's Website that apply to CenturyLink's wholesale services and operations,
as the same may be updated and revised from time to time by CenturyLink.
State: The State specified in this Agreement.
Subsidiarv: A corporation or other legal entity that is majority-owned by a Party.
Switched Access Services: The offering of transmission and/or switching services to
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,
ISP-Bound Traffic or Toll Vo|P-PSTN Traffic will be considered Switched Access
Service. Switched Access Services includes, without limitation, the following: Feature
Group A, Feature Group B, Feature Group C, Feature Group D, 500, 700, 800 access
and 900 Access Services.
Tandem or Tandem Switch or Tandem Office Switch: A Tandem, Tandem Switch or
Tandem Office Switch connects one trunk to another, in a series, for the purpose of
exchanging traffic. lt is an intermediate (Class 4) switch between an originating
telephone call and the final destination of the call, CLEC Switch(es) shall be considered
Tandem Office Switch(es) to the extent such Switch(es) serve(s) a comparable
geographic area as CenturyLink 's Tandem Office Switch. ln the event of a dispute over
the status of a CLEC Switch, the parties may request a determination by the
Commission , to be applied on a prospective basis, concerning the factual
circumstances of such geographical service area.
Tariff: Any applicable lawful and effective Federal or state Tariff, price list or price
schedule of a Party, as amended from timeto-time, that provides for the terms,
conditions and pricing of Telecommunications Services. A Tariff filing may be required
or be voluntary and may or may not be specifically approved by the Commission or FCC.
ln the event this Agreement refers to a Tariff for a service or arrangement that is not
offered, or is no longer offered, under a Tariff, then the reference shall be deemed to
refer to an applicable price list.
TDM or TDM Technoloov or Time Division Multiplexinq: 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.9., voice, fax, dial-up
lnternet access) and high-capacity services like DSland DS3 circuits.
Technicallv Feasible: lnterconnection at a point in the network shall be deemed
Technically Feasible absent technical or operational concerns that prevent the fulfillment
of a request by a Telecommunications Carrier for such lnterconnection or access.
Telcordia: Means Telcordia Technologies, lnc. which conducts research and development,
performs centralized technical and management services, and provides generic requirements
and company codes or the Telecommunications industry, or any successor entity providing
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the same functions which are referenced in this Agreement.
Telecommunications: Shall have the meaning set forth in 47 U.S.C. 5153(50).
Telecommunications Carrier: Shall have the meaning set forth in 47 U.S.C. 5153(51).
This definition includes CMRS providers, lXCs and, to the extent they are acting as
Telecommunications Carriers, companies that provide both Telecommunications and
lnformation Services. Private mobile radio service providers are Telecommunications
Carriers to the extent they provide domestic or international Telecommunications for a
fee directly to the public.
Telecommunications Service: Shall have the meaning set forth in 47 U.S.C. 5153
Telephone Exchanqe Service: Shall have the meaning set forth in 47 U.S.C. 5153.
Telephone Toll or Telephone Toll Service: Telephone Toll traffic is telephone service
between stations in different exchange areas, and can be either "lntraLATA Toll Traffic"
or "lnterLATA Toll Traffic" depending on whether the originating and terminating points
are within the same LATA.
Time and Material Charqes: Charges for non-standard or individual-case-basis work
requested by CLEC. "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 VolP-PSTN Traffic is VolP-PSTN Traffic that physically originates and terminates in
different CenturyLink Local Calling Areas.
Transit Service: Means the use of CenturyLink's network to deliver Transit Traffic.
Transit Traffic: Means traffic that is routed by CLEC through CenturyLink's network for
delivery to another carrier's network or that is routed by another carrier through
CenturyLink's network for delivery to CLEC's network. For purposes of this Agreement,
Transit Traffic does not include Jointly Provided Switched Access Traffic.
Virtual NXX Traffic (VNXX Traffic): refers to (A) calls which are dialed to a telephone
number (NPA-NXX-XXXX) having an NXX Code associated with a Rate Center (as set
forth in the LERG) that is the same as the Rate Center associated with the telephone
number from which the calls are originated but which are terminated to customer
Premises equipment (e.9., a telephone handset, modems, servers, calling card platform
equipment, etc.) which is physically and geographically located outside the Local Calling
Area from which the call originated, and/or (B)calls which are dialed from a telephone
number (NPA-NXX-XXXX) having an NXX Code associated with a Rate Center (as set
forth in the LERG) that is the same as the Rate Center associated with the telephone
number to which the calls are terminated, but which are originated from customer
Premise equipment which is physically, geographically located outside the Local Calling
Area to which the call is terminated.
VNXX Service: VNXX Service means the assignment by a Party of a telephone number
(NPA-NXX-XXXX) having an NXX Code associated with a Rate Center (as set forth in
the LERG) that is not within the same Local Calling Area where the customer premise
equipment (e.g, a telephone handset, modems, servers, calling card platform
equipment, etc.) associated with such NPA-NXX-XXXX is physically, geographically
located.
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VoIP-PSTN Traffic is traffic which is exchanged between a CenturyLink End User and
the CLEC End User in Time Division Multiplexing ("TDM') format that originates from
and/or terminates to a Party's End User customer in lnternet Protocol ("1P") format, as
determined in the order issued by the Federal Communications Commission in Docket
No. 01-92, ln the Matter of Developing a Unified lntercarrier Compensation Regime,
effective December 29,2011 ("FCC's ICC Order").
Website: As used in this Agreement, Website shall mean: www.Centurvlink.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 II. GENERAL TERMS AND CONDITIONS
APPLICATION OF THESE GENERAL TERMS AND CONDITIONS
3.1 Except as may otherwise be set forth in a particular Article or attachments
incorporated by reference within this Agreement, in which case the provisions of
such Article or attachment shall control, these GeneralTerms & Conditions apply
to all Articles and Appendices of this Agreement.
POSITION OF THE PARTIES
4.1 This Agreement is an integrated package that reflects a balancing of interests
critical to the Parties. The Parties agree that their entry into this Agreement is
without prejudice to and does not waive any positions they may have taken
previously, or may take in the future, in any legislative, regulatory, judicial or
other public forum addressing any matters, including matters related to the same
types of arrangements and/or matters related to CenturyLink's rates and cost
recovery that may be covered in this Agreement. CLEC agrees to accept these
terms and conditions with CenturyLink based on this Agreement as reciprocal
where applicable. Furthermore, to the extent they apply to CenturyLink's
provision of services and/or facilities to CLEC, such terms are intended to apply
only to the extent required by Applicable Law.
!NTENTIONALLY LEFT BLANK
REGULATORY APPROVALS
6.1 This Agreement, and any amendment or modification hereof, will be submitted to
the Commission for approval in accordance with $252 of the Act within thirty (30)
Days after obtaining the last required Agreement signature. CenturyLink and
CLEC shall use their best efforts to obtain approval of this Agreement by any
regulatory body having jurisdiction over this Agreement. ln the event any
governmental authority or agency rejects any provision hereof, the Parties shall
negotiate promptly and in good faith such revisions as may reasonably be
required to achieve approval.
7. EFFECTIVE DATE, TERM AND TERMINATION
7.1 Effective Date. Subject to Section 6,1, this Agreement shall become effective on
the date of Commission Approval ("Effective Date"); however the Parties may
agree to implement the provisions of this Agreement upon execution by both
Parties.
7.1.1 Notwithstanding the above, the initiation of a new CLEC account, any
new provision of service or obligation or any revision to currently existing
services or obligations shall not take effect for up to sixty (60) Days after
execution by both Parties to accommodate required initial processes. No
order or request for services under this Agreement shall be processed nor
shall any CenturyLink obligation take effect before CLEC has establisheda customer account with CenturyLink and has completed any
implementation, planning, and forecasting requirements as described in
this Agreement.
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4.
5.
6.
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7.2 Term. This Agreement shall continue for a period of three (3) years after
execution by both Parties (the "lnitial Term), unless terminated earlier in
accordance with the terms of this Agreement. lf neither Party terminates this
Agreement as of the last day of the lnitial Term, this Agreement shall continue in
force and effect on a monthto-month basis unless and until terminated as
provided in this Agreement.
7.2.1 Notwithstanding the above, CenturyLink may terminate this Agreement
after six consecutive months of inactivity on the part of CLEC. lnactivity is
defined as CLEC's failure, as required in this Agreement, to initiate the
required pre-ordering activities, CLEC's failure to submit any orders, or
CLEC's failure to originate or terminate any Local Traffic, absent Force
Majeure.
Notice of Termination. Either Party may terminate this Agreement effective upon
the expiration of the lnitial Term by providing written notice of termination (Notice
of Termination) at least ninety (90) Days prior to the last day of the lnitial Term.
Either Party may terminate this Agreement after the lnitial Term by providing a
Notice of Termination at least thirty (30) Days prior to the effective date of such
termination.
Effect on Termination of Negotiating Successor Agreement. lf either Party
provides Notice of Termination pursuant to Section 7.3 and, on or before the
noticed date of termination (the "End Date), either Party has requested
negotiation of a new lnterconnection agreement, such notice shall be deemed to
constitute a Bona Fide Request to negotiate a replacement agreement for
lnterconnection services pursuant to $252 of the Act and this Agreement shall
remain in effect until the earlier of: (a)the effective date of a new lnterconnection
agreement between CLEC and Centurylink; or, (b) one hundred sixty (160) Days
after the requested negotiation or such longer period as may be mutually agreed
upon, in writing, by the Parties, or (c) the issuance of an order (or orders) by the
Commission resolving each issue raised in connection with any arbitration
commenced within the timeframe contemplated in (b) above. lf a replacement
agreement has not been reached when the timeframe contemplated in (b) above
expires and neither Party has commenced arbitration, then Centurylink and
CLEC may mutually agree in writing to continue to operate on a month-to-month
basis under the terms set forth herein, subject to written notice of termination
pursuant to Section 7.3. Should the Parties not agree to continue to operate
under the terms set forth herein after one hundred eighty (180) Days, if either
Party has not initiated Commission arbitration proceedings to resolve disputed terms,
then the provisions of Section 7.5 shall apply. The foregoing shall not apply to
the extent that this Agreement is terminated in accordance with Section 7.6 or
Section 7.7.
Termination and Post-Termination Continuation of Services. lf either Party
provides Notice of Termination pursuant to Section 7.3 and, by 11:59 p.m.
Central Time on the stated date of termination, neither Party has requested
negotiation of a new lnterconnection agreement, (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
7.3
7.4
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lnterconnection arrangements and the exchange of Local Traffic, may be
terminated by CenturyLink unless the Parties jointly agree to other continuing
arrangements,
Suspension or Termination Upon Default. Either Party may suspend or terminate
this Agreement, in whole or in part, in the event of a Default by the other Party so
long as the non-defaulting Party notifies the defaulting Party in writing of the
Default and the defaulting Party does not cure the Defaultlwithin thirty (30) Days
of the written notice thereof, provided however, that any requirements for written
notice and opportunity to cure with respect to the failure to make timely payment
of undisputed charges shall be governed separately under Section 55. Following
CenturyLink's notice to CLEC of its Default, CenturyLink shall not be required to
process new Service Orders untilthe Default is timely cured.
Termination Upon Sale. Notwithstanding anything to the contrary contained
herein, a Party may terminate its obligations under this Agreement as to a
specific operating area or portion thereof if such Party sells or otherwise transfers
the area or portion thereof to a non-Affiliate in compliance with the terms and
conditions of this Agreement. The selling or transferring Party shall provide the
other Party with at least sixty (60) Days prior written notice of such termination,
which shall be effective on the date specified in the notice. Notwithstanding
termination of this Agreement as to a specific operating area, this Agreement
shall remain in 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.
7.9.1 Except as stated in Section 7.9.2 or as othenvise agreed in writing by the
Parties:a. any prior lnterconnection or Resale agreement between the
Parties for the State pursuant to $252 of the Act and in effect
immediately prior to the Effective Date is hereby terminated; and
b. any services that were purchased by one Party from the other
Party under a prior lnterconnection or Resale agreement between
the Parties for the State pursuant to $252 of 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.
7.9.2 Except as otherwise agreed in writing by the Parties, if a service
purchased by a Party under a prior agreement between the Parties
pursuant to $252 of the Act was subject to a contractual commitment that
it would be purchased for a period of longer than one month, and such
period had not yet expired as of the Effective Date and the service had
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not been terminated prior to the Effective Date, to the extent not
inconsistent with this Agreement, such commitment shall remain in effect
and the service will be subject to the prices, terms and conditions of this
Agreement; provided, that if this Agreement would materially alter the
terms of the commitment, either Party make elect to cancel the
commitment.
7.9.3 lf either Party elects to cancel the service commitment pursuant to the
proviso in Section 7.9.2, the purchasing Party shall not be liable for any
termination charge that would othenrvise 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.
CLEC CERTIFICATION
Notwithstanding any other provision of this Agreement, CenturyLink shall have
no obligation to perform under this Agreement until such time as CLEC has
obtained such FCC and Commission authorization(s) as may be required by
Applicable Law for conducting business in the State as a Competitive Local
Exchange Carrier. CLEC shall not be permitted to establish its account nor place
any orders under this Agreement until it has obtained such authorization and
provided proof of such to CenturyLink. For the life of this Agreement, CLEC must
represent and warrant to CenturyLink that it remains a certified local provider of
Telephone Exchange Service within CenturyLink's Local Calling Area(s) in the
State. At any time during the life of this Agreement, CLEC will provide a copy of
its current Certificate of Operating Authority or other evidence of its status to
CenturyLink upon request. CLEC's failure to maintain such authorization(s) as
may be required by Applicable Law for conducting business in the State as a
CLEC shall be considered a Default of Agreement.
APPLICABLE LAW
9.1 Parties' Agreement to Comply with Applicable Law. Each Party shall remain in
compliance with Applicable Law in the course of performing this Agreement.
9.1.1 Neither Party shall be liable for any delay or failure in performance
resulting from any requirements of Applicable Law, or acts or failures to
act of any governmental entity or official.
9.1.2 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
9.1.3 Each Party shall be responsible for obtaining and keeping in effect all
FCC, Commission, franchise authority and other regulatory approvals that
may be required and comply with Applicable Law in connection with the
performance of its obligations under this Agreement.
9.1.4 Both Parties shall satisfy all applicable service standards, intervals,
measurements, specifications, performance requirements, technical
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requirements, and performance standards that are required Applicable
Law.
Rule of Construction. The Parties acknowledge that, except for provisions
incorporated herein as the result of an arbitrated decision, if any, the terms and
conditions of this Agreement have been mutually negotiated, and each Party has
had the opportunity to obtain advice of its own legal counsel in accepting such
negotiated terms and conditions. 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
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. ln all cases, choice of law shall be determined without
regard to a local State's conflicts of law provisions.
9.4 Severability. lf any provision of this Agreement is held to be invalid, void or
unenforceable for any reason, such invalidity will affect only that specific
provision of the Agreement. ln all other respects, this Agreement will stand as if
such provision had not been a part thereof, and the remainder of the Agreement
shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. lf the provision materially affects the rights or obligations of a Party
hereunder, or the ability of a Party to perform any material provision of this
Agreement, the Parties shall promptly negotiate an amendment to this
Agreement in order to conform the Agreement to Applicable Law. lf such
amended terms cannot be agreed upon within a reasonable period, either Party
may, upon written notice to the other Party, initiate Dispute Resolution pursuant
to the terms of this Agreement, and any resolution in favor of the affected Party
will be considered retroactive to the date Dispute Resolution was initiated.
Notwithstanding the above, where the affected provision is held to be invalid,
void or unenforceable retroactively by a court of competent jurisdiction, the
resolution in favor of the affected Party will be considered retroactive to the same
extent, or to the extent specified in the decision or twenty-four (24) months from
the date Dispute Resolution was initiated whichever is shorter.
GHANGES IN LAW
10.1 ln the event of any amendment of the Act, any effective legislative action or any
effective regulatory or judicial order, rule, regulation, arbitration award, dispute
resolution procedures under this Agreement or other legal action purporting to
apply the provisions of the Act to the Parties or in which the court, FCC or the
Commission makes a generic determination that is generally applicable which
revises, modifies or reverses the Applicable Rules (individually and collectively,
"Amended Rules"), either Party may, by providing written notice to the other
Party, require that the affected provisions of this Agreement be renegotiated in
good faith and this Agreement shall be amended accordingly within sixty (60)
Days of the date of the notice to reflect the pricing, terms and conditions of each
such Amended Rules relating to any of the provisions in this Agreement. Where
a Party provides notice to the other Party within thirty (30) Days of the effective
date of an order issuing a legally binding change, any resulting amendment shall
be deemed effective on the effective date of the legally binding change or
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modification of the Existing Rules for rates, and to the extent practicable for other
terms and conditions, unless otherwise ordered. ln the event neither Party
provides notice within thirty (30) Days, the effective date of the legally binding
change shall be the Effective Date of the amendment unless the Parties agree to
a different date.
10.2 Removal of Existing Obligations. Notwithstanding anything in this Agreement to
the contrary, if, as a result of any legislative, judicial, regulatory or other
governmental decision, order, determination or action, or any change in
Applicable Law subsequent to the Effective Date, CenturyLink is no longer
required by Applicable Law to continue to provide any service, facility,
arrangement, payment or benefit ("Discontinued Arrangements") othenruise
required to be provided to CLEC under this Agreement, then CenturyLink may
discontinue the provision of any such service, facility, arrangement, payment or
benefit. CenturyLink will provide thirty (30) Days prior written notice to CLEC of
any such discontinuation, unless a different notice period or different conditions
are specified by Applicable Law, in which event such specified period and/or
conditions shall apply. lmmediately upon provision of such written notice to
CLEC, CLEC will be prohibited from ordering, and Centurylink will not provide,
new Discontinued Arrangements. The Parties may amend this Agreement,
pursuant to the Amendment Section below, to reflect such change in Applicable
Law. lf CLEC disputes CenturyLink's discontinuance of such service, facility,
arrangement, payment or benefit, the dispute resolution procedures of this
Agreement shall apply, and any consequent changes to the terms of this
Agreement (including billing terms) as a result of such change in Applicable Law
shall be retroactive to the discontinuation date set forth in CenturyLink's written
notice to CLEC unless a definitive effective date is specified by Applicable Law.
10.3 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 provided to
CLEC 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. lf the Parties cannot agree to additional or modified
terms to amend the Agreement, the Parties shall submit the dispute to dispute
resolution pursuant to the procedures set forth in this Agreement
10.4 Notwithstanding any other provision of this Agreement to the contrary, the
Amendment Section following shall control. Should the Parties be unable to
reach agreement with respect to the applicability of such order or the resulting
appropriate modifications to this Agreement, either Party may invoke the Dispute
Resolution provisions of this Agreement. CenturyLink may charge rates to CLEC
under this Agreement that are approved by the Commission in a generic cost
proceeding, whether such action was commenced before or after the Effective
Date of this Agreement, as of the effective date of the Commission decision and
such ordered rates shall be implemented without the requirement of an
Amendment to this Agreement.
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AMENDMENTS
11.1 Any amendment, modification, deletion or supplement to this Agreement must be
in writing, dated and signed by an authorized representative of each Party and
filed with the Commission, except for notices of Discontinued Arrangements.
The term "Agreement" shall include any such future amendments, modifications,
deletions and supplements.
ASSIGNMENT
12.1 lf any Affiliate of either Party succeeds to that portion of the business of such
Party that is responsible for, or entitled to, any rights, obligations, duties, or other
interests under this Agreement, such Affiliate may succeed to those rights,
obligations, duties, and interest of such Party under this Agreement. ln the event
of any such succession hereunder, the successor shall expressly undertake in
writing to the other Party the performance and liability for those obligations and
duties as to which it is succeeding a Party to this Agreement.
12.2 Except as provided in Section 12.1, any assignment of this Agreement or of the
obligations to be performed, in whole or in part, or of any other interest of a Party
hereunder, without the other Party's written consent, shall be void. Upon a
request by a Party for such consent, the other Party shall not unreasonably
withhold or delay such consent, provided however, that reasonable grounds for
withholding consent would include, without limitation, the existence of any
material default by the requesting Party. For purposes of this paragraph, a Party
shall be considered to be in material default if there are any outstanding
undisputed amounts owed that have not been paid by the due date.
12.3 lf a Party uses products or services obtained from the other Party under this
Agreement to serve End Users, then such Party may not make any sale or
transfer of such End User accounts, or any facilities used to serve such End
Users, unless the purchaser or transferee has executed a written agreement to
assume liability for any outstanding unpaid balances owed to the other Party
under this Agreement for such services and products. Notwithstanding any
assumption of liability by the purchaser or transferee, the Party selling or
transferring such End User accounts, or facilities, shall remain jointly liable for the
unpaid balances until the same are satisfied, in full, unless the selling or
transferring Party obtains a written release of liability from the other Party, which
release shall be at the reasonable discretion of the other Party.
12.4 lf a Party seeks to transfer only a portion of facilities ordered pursuant to this
Agreement, while retaining other facilities, then such transfer shall be treated as
a disconnection and subsequent activation, subject to applicable disconnection
and activation charges for such facilities, including any early termination fees, if
applicable.
CONFIDENTIAL INFORMATION
13.1 All information which is disclosed by one Party (Disclosing Party) to the other
(Recipient) in connection with this Agreement, or acquired in the course of
performance of this Agreement, shall be deemed confidential and proprietary to
the Disclosing Party and subject to this Agreement, except as provided in Section
13.5 below or as specifically provided elsewhere in this Agreement. Such
information includes but is not limited to, orders for services, usage information in
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any form, and CPNI as that term is defined by the Act and the rules and
regulations of the FCC, and where applicable, the rules and regulations of the
Commission (Confidential lnformation).
13.2 Each Party agrees to use Confidential lnformation only for the purpose of
performing under this Agreement, to hold it in confidence, to disclose it only to
employees or agents who have a need to know it in order to perform under this
Agreement, and to safeguard Confidential lnformation from unauthorized use or
Disclosure using no less than the degree of care with which Recipient safeguards
its own Confidential Information.
13.3 Recipient may disclose Confidential lnformation if required by law, a court, or
governmental agency, if the Disclosing Party has been notified of the
requirement promptly after Recipient becomes aware of the requirement, and the
Recipient undertakes all laMul measures to avoid disclosing such information
until Disclosing Party has had reasonable time to obtain a protective order.
Recipient will comply with any protective order that covers the Confidential
lnformation to be disclosed.
13.4 Neither Party shall produce, publish, or distribute any press release nor other
publicity referring to the other Party or its Affiliates, or referring to this Agreement,
without the prior written approval of the other Party. Each Party shall obtain the
other Party's prior approval before discussing this Agreement in any press or
media interviews. ln no event shall either Party mischaracterize the contents of
this Agreement in any public statement or in any representation to a
governmental entity or member thereof.
13.5 Recipient shall have no obligation to safeguard Confidential lnformation which
was in the Recipient's possession free of restriction prior to its receipt from
Disclosing Party, which becomes publicly known or available through no breach
of this Agreement by Recipient, which is rightfully acquired by Recipient free of
restrictions on its Disclosure, or which is independently developed by personnel
of Recipient to whom the Disclosing Party's Confidential lnformation had not
been previously disclosed.
13.6 Survival. The obligation of confidentiality and use with respect to Confidential
lnformation disclosed by one Party to the other shall survive any termination of
this Agreement for a period of five (5) years from the date of the initial disclosure
of the Confidential lnformation.
13.7 Each Party agrees that in the event of a breach of this Section by Recipient or its
representatives, Disclosing Party shall be entitled to equitable relief, including
injunctive relief and specific performance. Such remedies shall not be exclusive,
but shall be in addition to all other remedies available at law or in equity.
13.8 Unless othenvise agreed, neither Party shall publish or use the other Party's
logo, trademark, service mark, name, language, pictures, symbols or words from
which the other Party's name may reasonably be inferred or implied in any
product, service, advertisement, promotion, or any other publicity matter, except
that nothing in this paragraph shall prohibit a Party from engaging in valid
comparative advertising. This Section shall confer no rights on a Party to the
service marks, trademarks and trade names owned or used in connection with
services by the other Party or its Affiliates, except as expressly permitted by the
other Party.
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13.9 Except as otherwise expressly provided in this Section, nothing herein shall be
construed as limiting the rights of either Party with respect to its customer
information under any Applicable Law, including without limitation $222 of the
Act.
CONSENT
14.1 Except as otherwise expressly stated in this Agreement, where consent,
approval, mutual agreement or a similar action is required by any provision of this
Agreement, such action shall not be unreasonably withheld, conditioned or
delayed, except where such action is stated to be within a Party's sole discretion.
CONTACTS BETWEEN THE PARTIES
15.1 Each Party shall update its own contact information and escalation list and shall
provide such information to the other Party for purposes of inquiries regarding the
implementation of this Agreement. Each Party shall accept all inquiries from the
other Party and provide a timely response. Centurylink will provide and maintain
its contact and escalation list on the CenturyLink Website, and any updates also
will be provided on the Website. lnformation contained on the Website will
include a single contact telephone number for CenturyLink's Service Center (via
an 800#) that CLEC may call for all ordering and status inquiries and other day-
to-day inquiries at any time during the Business Day. ln addition, the Website
will provide CLEC with contact information for the personnel and/or organizations
within CenturyLink capable of assisting CLEC with inquiries regarding the
ordering, provisioning and billing of lnterconnection services. lncluded in this
information will be the contact information for a person or persons to whom
CLEC can escalate issues dealing with the implementation of the Agreement
and/or for assistance in resolving disputes arising under the Agreement.
GENERAL DISPUTE RESOLUTION
16.1 The following provisions apply to dispute resolution under the Agreement, except
that the terms of Section 55 shall also apply to the resolution of any billing
disputes.
16.2 Alternative to Litigation. Except as provided under $252 of the Act with respect
to the approval of this Agreement by the Commission, the Parties desire to
resolve disputes arising out of or relating to this Agreement without litigation.
Accordingly, except for an action seeking a temporary restraining order, an
injunction related to the purposes of this Agreement, or suit to compel
compliance with this dispute resolution process, the Parties agree that the
following resolution procedures shall be used. The dispute resolution provisions
of this Section shall not preclude the Parties from seeking relief available in any
other forum.
16.2.1 A Party may not submit a dispute to any court, commission or agency of
competent jurisdiction for resolution unless at least sixty (60) Days have
elapsed after the Party asserting the dispute has given written notice of
such dispute to the other Party. Such notice must explain in reasonable
detail the specific circumstances and grounds for each disputed item. lf a
Party gives notice of a billing dispute more than thirty (30) Days after the
billing date and has not paid the Disputed Amounts by the payment due
date, then the notice of such dispute shall be deemed to have been given
thirty (30) Days after the billing date for purposes of calculating the time
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period before such dispute may be submitted to any court, commission or
agency of competent jurisdiction for resolution.
16.2.2 The Parties shall meet or confer as often as they reasonably deem
necessary in order to discuss the dispute and negotiate in good faith in an
effort to resolve such dispute. The specific format for such discussions
will be left to the discretion of the Parties, provided, however, that all
reasonable requests for relevant, non-privileged, information made by
one Party to the other Party shall be honored, and provided that the
following terms and conditions shall apply:
16.2.3 lf the Parties are unable to resolve the dispute in the normal course of
business within thirty (30) Days after delivery of notice of the Dispute (or
such longer period as may be specifically provided for in other provisions
of this Agreement), then upon the request of either Party, the dispute
shall be escalated to other representatives of each Party that have more
authority over the subject matter of the dispute. Referral of a dispute by a
Party to its legal counsel shall be considered an escalation for purposes
of this paragraph.
16.2.4 lf the Parties are unable to resolve the dispute within sixty (60) Days after
delivery of the initial notice of the dispute, then either Party may file a
petition or complaint with any court, commission or agency of competent
jurisdiction seeking resolution of the dispute. The petition or complaint
shall include a statement that both Parties have agreed (by virtue of this
stipulation) to request an expedited resolution within sixty (60) Days from
the date on which the petition or complaint was filed, or within such
shorter time as may be appropriate for any Service Affecting dispute.
16.2.5 lf the court, commission or agency of competent jurisdiction appoints an
expert(s), a special master, or other facilitator(s) to assist in its decision
making, each Party shall pay half of the fees and expenses so incurred.
A Party seeking discovery shall reimburse the responding Party the
reasonable costs of production of documents (including search time and
reproduction costs). Subject to the foregoing, each Party shall bear its
own costs in connection with any dispute resolution procedures, and the
Parties shall equally split the fees of any arbitration or arbitrator that may
be employed to resolve a dispute.
16.2.6 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.
16.2.7 A dispute which has been resolved by a written settlement agreement
between the Parties or pursuant to a determination by any court,
commission or agency of competent jurisdiction may not be resubmitted
under the dispute resolution process.
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ENTIRE AGREEMENT
19.1 This Agreement, including all Parts and subordinate documents attached hereto
or referenced herein, all of which are hereby incorporated by reference herein,
constitutes the entire agreement of the Parties pertaining to the subject matter of
this Agreement and supersedes all prior and contemporaneous agreements,
negotiations, proposals, and representations, whether written or oral, concerning
such subject matter. No representations, understandings, agreements, or
warranties, expressed or implied, have been made or relied upon in the making
of this Agreement other than those specifically set forth herein.
FORCE MAJEURE
20.1 ln the event that performance of this Agreement, or any obligation hereunder, is
either directly or indirectly prevented, restricted, or interfered with by reason of
fire, flood, earthquake, unusually severe weather, epidemics or like acts of God,
nuclear accidents, power blackouts, wars, terrorism, revolution, civil commotion,
explosion, acts of public enemy, embargo, acts of the government in its
sovereign capacity, labor difficulties, including without limitation, strikes,
slowdowns, picketing, or boycotts, unavailability of equipment from vendor, or
any other material change of circumstances beyond the reasonable control and
without the fault or negligence of the Party affected (Force Majeure Events), the
Party affected, upon giving prompt notice to the other Party, shall be excused
from such performance on a dayto-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.
20.2 lt is expressly agreed that insolvency or financial distress of a Party is not a
Force Majeure Event and is not otherwise subject to this Section.
Notwithstanding the provisions of Section 20.1 above, in no case shall a Force
Majeure Event excuse either Party from an obligation to pay money as required
by this Agreement.
20.3 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.
FRAUD
21.1 The Parties agree that they shall cooperate with one another to investigate,
minimize and take corrective action in cases of fraud.
21.2 The Parties'fraud minimization procedures are to be cost effective and
implemented so as not to unduly burden or harm one Party as compared to the
other.
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HEADINGS
22.1 The headings and numbering of Sections and Parts in this Agreement are for
convenience and identification only and shall not be construed to define or limit
any of the terms herein or affect the meaning or interpretation of this Agreement.
INTELLECTUAL PROPERTY
23.1 CLEC acknowledges that its right under this Agreement to interconnect with
CenturyLink's network may be subject to or limited by lntellectual Property rights
(including, without limitation, patent, copyright, trade secret, trademark, service
mark, trade name and trade dress rights) and other rights of third parties.
23.2 CLEC acknowledges that services and facilities to be provided by CenturyLink
hereunder may use or incorporate products, seryices or information proprietary to
third party vendors and may be subject to or limited by lntellectual Property rights
(including, without limitation, patent, copyright, trade secret, trademark, service
mark, trade name and trade dress rights) and other rights of third parties.
23.3 Upon written request by CLEC, CenturyLink will use commercially reasonable
efforts to procure rights or licenses to allow CenturyLink to use lntellectual
Property and other rights of third parties to provide lnterconnection, services and
facilities to CLEC (Additional Rights and Licenses). CLEC shall promptly
reimburse CenturyLink for all reasonable and customary 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 ("lncurred Costs"). Century Link shall have the right to
obtain reasonable assurances of such prompt reimbursement by CLEC prior to
the execution by CenturyLink or any CenturyLink Affiliate of any new agreement
or extension of any existing agreement relating to any Additional Rights and
Licenses. ln the event CLEC fails to promptly reimburse CenturyLink for any
such lncurred Costs, then, in addition to other remedies available to CenturyLink
under this Agreement, Centurylink shall have no obligation to provide to CLEC
any product, service or facility to which such Additional Rights and Licenses
relate until payment is made. ln the event any service to which the Additional
Rights and Licenses relate is provided to any carrier(s) other than CenturyLink,
CenturyLink's Affiliates and CLEC, CenturyLink shall reasonably apportion
among CLEC and such non-CenturyLink carriers, on a prospective basis only,
the lncurred Costs 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 carrie(s).
23.4 Both Parties agree to promptly inform the other of any pending or threatened
lntellectual Property Claims of third parties that may arise in the performance of
this Agreement.
23.5 For the purposes of this Agreement, any lntellectual Property originating from or
developed by such Party shall remain in the exclusive ownership of that Party.
Notwithstanding the exclusive ownership of lntellectual Property originated by a
Party, the Party that owns such lntellectual Property will not assess a separate
fee or charge to the other Party for the use of such lntellectual Property to the
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extent used in the provision of a product or service, available to either Party
under this Agreement, that utilizes such lntellectual Property to function properly.
23.6 Except as expressly stated in this Agreement, this Agreement shall not be
construed as granting a license with respect to any patent, copyright, trade
name, trademark, service mark, trade secret or any other lntellectual Property,
now or hereafter owned, controlled or licensable by either Party. Except as
expressly provided in this Agreement, neither Party may use any patent,
copyrightable materials, trademark, trade name, trade secret or other lntellectual
Property, of the other Party except in accordance with the terms of a separate
license agreement between the Parties granting such rights.
23.7 Except as provided in Section 23.3 andlor Section 25.1, neither Party shall have
any obligation to defend, indemnify or hold harmless, or acquire any license or
right for the benefit of, or owe any other obligation or have any liability to, the
other Party or its Affiliates or customers based on or arising from any third party
claim alleging or asserting that the provision or use of any service, facility,
arrangement, or software by either Party, or the performance of any service or
method, either alone or in conjunction with the other Party, constitutes direct,
vicarious or contributory infringement or inducement to infringe, or misuse or
misappropriation of any patent, copyright, trademark, trade secret, or any other
proprietary or intellectual Property right of any Party or third person. Each Party,
however, shall otfer to the other reasonable cooperation and assistance in the
defense of any such claim.
23.8 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.
24. LAWENFORCEMENT
24.1 Except to the extent not available in connection with CenturyLink's operation of
its own business, CenturyLink shall provide assistance to law enforcement
persons for emergency traps, assistance involving emergency traces and
emergency information retrieval on customer invoked CLASS services, twenty-
four (24) hours per day, seven (7) days a week.
24.2 Except where prohibited by a subpoena, civil investigative demand, or other legal
process, CenturyLink agrees to work jointly with CLEC in security matters to
support law enforcement agency requirements for traps, traces, court orders, etc.
CLEC shall be responsible for and shall be billed for any charges associated with
providing such services for CLEC's End Users.
24.3 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.
24.4 lf a Party receives a subpoena, civil investigative demand, or other legal process
(hereinafter, "subpoena) issued by a court or governmental agency having
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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 lnformation of the other Party or
its customers. Under such circumstances, the receiving Party's disclosure to the
other Party of its receipt of or delivery of a response to such a subpoena shall be
governed by the requirements of the subpoena and/or the court, governmental
agency or law enforcement agency having appropriate jurisdiction.
24.5 Each Party represents and warrants that any equipment, facilities or services
provided to the other Party under this Agreement comply with the CALEA. Each
Party shall indemnify and hold the other Party harmless from any and all
penalties imposed upon the other Party for such noncompliance and shall at the
non-compliant Party's sole cost and expense, modify or replace any equipment,
facilities or services provided to the other Party under this Agreement to ensure
that such equipment, facilities and services fully comply with CALEA.
LIABILITY AND INDEMNIFICATION
25.1 lndemnification Against Third-Party Claims. Each Party (the "lndemnifying Party)
agrees to indemnify, defend, and hold harmless the other Party (the "lndemnified
Party) and the other Party's Subsidiaries, predecessors, successors, Affiliates,
and assigns, and all current and former officers, directors, members,
shareholders, agents, contractors and employees of all such persons and entities
(collectively, with lndemnified Party, the "lndemnitee Group), from any and all
Claims (as hereinafter defined).
25.1.1 For purposes of this Section 25,"Claim" means any action, cause of
action, suit, proceeding, claim, or demand of any third party (and all
resulting judgments, bona fide settlements, penalties, damages,
losses, liabilities, costs, and expenses (including, but not limited to,
reasonable costs and attorneys' fees)),
(a) based on allegations that, if true, would establish
(i) the lndemnifying Party's breach of this Agreement;
(ii) the lndemnifying Party's misrepresentation, fraud or
other misconduct;
(iii) the lndemnifying Party's gross negligence or willful
misconduct or omissions;
(iv) infringement by the lndemnifying Party or by any
lndemnifying Party product or service of any patent,
copyright, trademark, service mark, trade name, right of
publicity or privacy, trade secret, or any other
proprietary right of any third party;
(v) the lndemnifying Party's liability in relation to any
wrongful disclosure of private or personal matters or
materialwhich is defamatory; or
(vi) the lndemnifying Party's wrongful use or unauthorized
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disclosure of data; or
(b) that arises out of:
(i) any act or omission of the lndemnifying Party or its
subcontractors or agents relating to the lndemnifying
Party's performance or obligations under this Agreement
or the lndemnifying Party's use of any services or
facilities obtained from or provided by the other Party
under this Agreement;
(ii) any act or omission of the lndemnifying Party's
customer(s) or End Use(s) pertaining to the services or
facilities provided under this Agreement;
(iii) the bodily injury or death of any person, or the loss or
disappearance of or damage to the tangible property ofany person, relating to the lndemnifying Party's
performance or obligations under this Agreement;
(iv) the lndemnifying Party's design, testing, manufacturing,
marketing, promotion, advertisement, distribution, lease
or sale of services and/or products to its customers, or
such customers' use, possession, or operation of those
services and/or products; or
(v) personal injury to or any unemployment compensation
claim by one or more of the lndemnifying Party's
employees, notwithstanding any protections the
lndemnifying Party might othenruise have under
applicable workers' compensation or unemployment
insurance law, which protections the lndemnifying Party
waives, as to the lndemnified Party and other persons
and entities to be indemnified under this Section (other
than applicable employee claimant(s)).
25.1.2 For purposes of this Section, "Reasonable costs and attorneys'
fees," as used in this Section, includes without limitation fees and
costs incurred to interpret or enforce this Section.
25J.3 The lndemnified Party will provide the lndemnifying Party with
reasonably prompt written notice of any Claim. At the
lndemnifying Party's expense, the lndemnified Party will provide
reasonable cooperation to the lndemnifying Party in connection
with the defense or settlement of any Claim. The lndemnified
Party may, at its expense, employ separate counsel to monitor
and participate in the defense of any Claim.
25.2 Each Party shall indemnify the other Party from all Claims by the tndemnifying
Party's End Users pertaining to the services or facilities provided under this
Agreement.
25.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THOSE WARRANTIES
EXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRED BY STATUTE,
EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES AND
SUPPLIERS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR
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IMPLIED, AS TO THE QUALITY, FUNCTIONALITY OR CHARACTERISTICS
OF THE SERVICES AND PRODUCTS PROVIDED BY THE PARTIES,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS
AGREEMENT OR REQUIRED BY STATUTE, THERE IS NO WARRANTY OF
TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO
DESCRIPTION, AUTHORITY, OR NON-INFRINGEMENT WITH RESPECT TO
THE SERVICES, PRODUCTS, AND ANY OTHER INFORMATION OR
MATERIALS EXCHANGED BY THE PARTIES UNDER THIS AGREEMENT.
NO REPRESENTATION OF STATEMENT MADE BY EITHER PARTY OR ANY
OF ITS AGENTS OR EMPLOYEES, ORAL OR WRITTEN, INCLUDING, BUTNOT LIMITED TO, ANY SPECIFICATIONS, DESCRIPTIONS OR
STATEMENTS PROVIDED OR MADE SHALL BE BINDING UPON EITHER
PARTY AS A WARRANTY.
25.4 Limitation of Liability; Disclaimer of Consequential Damages; Exceptions.
25,4.1 EXCEPT AS PROVIDED IN SECTION 25,4.2, NEITHER PARTY WILLBE 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 OTHERpARTy), REGARDLESS OF THE FORM OF ACTION, WHETHER tN
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.
25.4.2 The limitation of liability under Section 25.4.1 does not apply to the
following:
a. lndemnification under Section 25.1;
b. Breach of any obligation of confidentiality referenced in this
Agreement;
c. Violation of security procedures;
d. Any breach by CLEC of any provision relating to CLEC's access
to or use of Operations Support Systems;
e. Failure to properly safeguard, or any misuse of, customer data;
f. Statutory damages;
g. Liability for intentional or willful misconduct, or fraud
h. Liability arising under any applicable CenturyLink Tariff;
i. Liability arising under any indemnification provision contained in
this Agreement or any separate agreement or Taritf related to
provisioning of 91 1/E91 1 Services;
j. Each Party's obligations under Section 24 of this Agreement;
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k. Section 25.5.2 and/or Section 25.5.4 of this Agreement;
l. Section 35 of this Agreement; and/or
m. Liability arising under any indemnification provision contained in a
separate agreement or Tariff related to provisioning of Directory
Listing or Directory Assistance Services.
25.5 Miscellaneous Limitations. ln addition to the general limitation of liability in this
Section 25, the following shall also limit a Party's liability under this Agreement.
25.5.1 lnapplicability of Tariff Liability. Any general liability, as described in a
Party's local exchange or other Tariffs, does not extend to the other Party,
the other Party's End User(s), suppliers, agents, employees, or any other
third parties. Liability of one Party to the other Party resulting from any
and all causes arising out of services, facilities or any other items relating
to this Agreement shall be governed by the liability provisions contained
in this Agreement and no other liability whatsoever shall attach to
CenturyLink. CenturyLink shall not be liable for any loss, claims, liability
or damages asserted by CLEC, CLEC's End User(s), suppliers, agents,
employees, or any other third parties where CLEC combines or
Commingles such components with those components provided by
Centurylink to CLEC.
25.5.2 lntentionally left blank
25.5.3 Nothing in this Agreement shall be deemed to create a third-party
beneficiary relationship between a Party and any of the other Party's End
Users, suppliers, agents, employees, or any other third parties.
25.5.4 No Liability for Errors. CenturyLink is not liable for mistakes in their
respective signaling networks (including but not limited to signaling links
and Signaling Transfer Points (STPs)) and call-related databases
(including but not limited to the Line lnformation Database (LIDB), Toll
Free Calling database, Local Number Portability database, Advanced
lntelligent Network databases, Calling Name database (CNAM),
9111E911 databases, and OS/DA databases).
25.5.5 CenturyLink shall be liable for damage to or destruction of CLEC's
equipment and other Premises only if such damage or destruction is
caused by CenturyLink's sole negligence or willful misconduct.
SUBCONTRACTORS
A Party may use a contractor or service partner (including, but not limited to, an
Affiliate of the Party) to perform the Party's obligations under this Agreement. A
Party's use of a contractor or service partner shall not release the Party from any
duty or liability to fulfill the Party's obligations under this Agreement.
INSURANCE
27.1 During the term of this Agreement, CLEC shall, at its own cost and expense,
maintain insurance as required hereunder. The insurance coverage will be from
a company, or companies, with an A.M. Best's rating of A-Vll or better and
licensed to do business in each state where the services are performed and/or
facilities provided by the Parties pursuant to this Agreement. CLEC may obtain
all insurance limits through any combination of primary and excess or umbrella
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liability insurance. CLEC will require its subcontractors to maintain proper
insurance applicable to the type and scope of work to be performed related to
this agreement.
27.1.1 Commercial General Liability with limits of not less than
$1,000,000 per occurrence and $2,000,000 aggregate covering
bodily injury, property damage, personal and advertising injury,
contractual liability and products/completed operations;
Commercial Automobile liability, including all owned, non-owned
and hired automobiles, in an amount of not less than $1,000,000
combined single limit per occurrence for bodily injury and property
damage;
Workers Compensation with statutory limits in the state where the
services are performed andior facilities provided by the Parties
pursuant to this Agreement including Employer's Liability or "Stop
Gap" insurance with limits of not less than $500,000 each
accident or disease;
"All Risk" property insurance on a full replacement cost basis
insuring CLEC's property situated on or within any CenturyLink
Premises. CLEC may elect to insure business interruption and
contingent business interruption, as it is agreed that CenturyLink
has no liability for loss of profit or revenues should an interruption
of service occur.
Umbrella or excess liability in an amount not less than $5,000,000
per occurrence and aggregate in excess of the above-referenced
Commercial General, Business Auto and Employer's Liability,
naming CenturyLink as additional insured.
27.1.2
27.1.3
28.
27.2 Nothing contained in this Section shall limit CLEC's liability to CenturyLink to the
limits of insurance certified or carried.
27.3 CenturyLink, its Affiliates, subsidiaries, and parent, as well as the officers,
directors, employees and agents of all such entities will be included as additional
insured on the policies described in subsections27.1.1 and 27.1.2 above. CLEC
shall cause its insurers waive their rights of subrogation against CenturyLink, its
Affiliates, subsidiaries, and parent, as well as the officers, directors, employees
and agents of all such entities for all the coverage described above unless such
endorsement is prohibited by law or regulation. The coverage described in
subsection 27.1.1 will be primary and not contributory to insurance which may be
maintained by CenturyLink, but only for the actions of CLEC or those who the
CLEC is responsible. Prior to commencement of work under this Agreement and
upon renewal of each policy described above, CLEC will furnish to CenturyLink
evidence of the insurance required herein.
NON.EXCLUSIVE REMEDIES
28.1 Except as otherwise provided herein, all rights of termination, cancellation or
other remedies prescribed in this Agreement, or othenvise available, are
cumulative and are not intended to be exclusive of other remedies to which the
injured Party may be entitled to under this Agreement or at law or in equity in
case of any breach or threatened breach by the other Party of any provision of
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this Agreement, and use of one or more remedies shall not bar use of any other
remedy for the purpose of enforcing the provisions of this Agreement.
RESERVATION OF RIGHTS
29.1 Notwithstanding anything to the contrary in this Agreement, neither Party waives,
and each Party hereby expressly reseryes, its rights: (a) to appeal or othenvise
seek the reversal of and changes in any arbitration decision associated with this
Agreement; (b) to challenge the lawfulness of this Agreement and any provision
of this Agreement; (c) to seek changes in this Agreement (including, but not
limited to, changes in rates, charges and the services that must be offered)
through changes in Applicable Law; and, (d) to challenge the lawfulness and
propriety of, and to seek to change, any Applicable Law, including, but not limited
to any rule, regulation, order or decision of the Commission, the FCC, or a court
of applicable jurisdiction. Nothing in this Agreement shall be deemed to limit or
prejudice any position a Party has taken or may take before the Commission, the
FCC, any other state or federal regulatory or legislative bodies, courts of
applicable jurisdiction, or industry fora. The provisions of this Section shall
survive the expiration, cancellation or termination of this Agreement.
NOTICES
30.1 Any notices required by or concerning this Agreement shall be in writing and
shall be deemed to have been received as follows: (a) on the date of service if
served personally; (b) on the date three (3) Business Days after mailing if
delivered by First Class U.S. mail, postage prepaid; (c) on the date stated on the
receipt if delivered by certified U.S. mail, registered U.S. mail, overnight courier
or express delivery service with next Business Day delivery, or (d) on the date of
an email, when such notices are sent to the addresses.
30.2 Notices conveyed pursuant to this Section shall be delivered to the following
addresses of the Parties or to such other address as either Party shall designate
by proper notice:
CenturyLink
Director - Wholesale Contracts
930 1sth Street, 6th Floor
Denver, CO 80202
Phone: [phone]
Email: [e-mail]
With copv to:
CenturyLink Legal Department
Wholesale I nterconnection
1801 California Street, 9th Floor
Denver, CO 80202
Phone: [phone]
Email : Leqal. I nterconnection@centurvlink. com
CLEC:
Attn: Gary Black , VP-Carrier Relations
1025 Eldorado Blvd.
Broomfield, CO 80021
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Email: gary. [e-mail]
Phone: [phone]
With a copy to:
Attn: Scott Seab, Sr Corporate and Regulatory Counsel
1 025 Eldorado Boulevard
Broomfield, CO 80021
Email: [e-mail]
Phone: [phone]
REFERENCES
31.1 All references to Articles, Sections, attachments, Tables and the like shall be
deemed to be references to Articles, Sections, attachments and Tables of this
Agreement unless the context shall otheruvise require.
RELATIONSHIP OF THE PARTIES
32.1 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.
32.2 Nothing in this Agreement shall make either Party or a Party's employee an
employee of the other, create a partnership, joint venture, or other similar
relationship between the Parties, or grant to either Party a license, franchise,
distributorship or similar interest.
32.3 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.
32.4 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.
32.5 Except as provided by Section 26 (Subcontractors), the persons provided by
each Party to perform its obligations hereunder shall be solely that Party's
employees and shall be under the sole and exclusive direction and control of that
Party. They shall not be considered employees of the other Party for any
purpose.
32.6 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.
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32.7 The relationship of the Parties under this Agreement is a non-exclusive
relationship.
32.8 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 Section.
SUCCESSORS AND ASSIGNS - BINDING EFFECT
33.1 This Agreement shall be binding on and inure to the benefit of the Parties and
their respective legal successors and permitted assigns.
SURVIVAL
34.1 The rights, liabilities and obligations of a Party for acts or omissions occurring
prior to the expiration or termination of this Agreement, the rights, liabilities and
obligations of a Party under any provision of this Agreement regarding
Confidential lnformation (including but not limited to, Sectionl3), Iimitation or
exclusion of liability, indemnification or defense (including, but not limited to,
Section 25), and the rights, liabilities and obligations of a Party under any
provision of this Agreement which by its terms or nature is intended to continue
beyond or to be performed after the expiration, or termination of this Agreement,
shall survive the expiration or termination of this Agreement.
TAXES/FEES
35.1 Any State or local excise, sales, or use taxes (defined in Sections 35.3 and 35.4)
and fees/regulatory surcharges (defined in Section 35.5) resulting from the
performance of this Agreement shall be borne by the Party upon which the
obligation for payment is imposed under Applicable Law, even if the obligation to
collect and remit same is placed upon the other Party. The collecting Party shall
charge and collect from the obligated Party, and the obligated Party agrees to
pay to the collecting Party, all applicable taxes, or fees/regulatory surcharges,
except to the extent that the obligated Party notifies the collecting Party and
provides to the collecting Party appropriate 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
reasonably 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.
35.2 Notwithstanding anything to the contrary contained herein, CLEC is responsible
for furnishing tax exempt status information to CenturyLink at the time of the
execution of the Agreement. CLEC is also responsible for furnishing any
updates or changes in its tax exempt status to CenturyLink during the Term of
this Agreement. ln addition, CLEC is responsible for submitting andior filing tax
exempt status information to the appropriate regulatory, municipality, local
governing, and/or legislative body. lt is expressly understood and agreed that
CLEC's representations to CenturyLink concerning the status of CLEC's claimed
tax exempt status, if any, and its impact on this Section 35 are subject to the
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indemnification provisions of Section 25, which, for purposes of this Section,
serve to indemnify CenturyLink.
35.3 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.
35.4 Taxes shall include but not be limited to: federalexcise tax, State/local sales and
use tax, State/local utility user tax, State/local telecommunication excise tax,
State/local gross receipts tax, and local school taxes. Taxes shall not include
income, income-like, gross receipts on the revenue of a Party, or property taxes.
Taxes shall not include payroll withholding taxes unless specifically required by
statute or ordinance.
35.5 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.
TERRITORY
36.1 This Agreement applies to the territory in which CenturyLink operates as an ILEC
in the State. CenturyLink shall be obligated to provide services under this
Agreement only within this territory.
36.2 Notwithstanding any other provision of this Agreement, CenturyLink may
terminate this Agreement as to a specific operating territory or portion thereof
pursuant to Section 7 .7 of this Agreement.
TH!RD.PARTY BENEFICIARIES
37.1 Except as expressly set forth in this Agreement, this Agreement is for the sole
benefit of the Parties and their permitted assigns, and nothing herein shall create
or be construed to provide any person or entity not a Party hereto (including, but
not limited to, customers or contractors of a Party) with any rights (including, but
not limited to, any third-party beneficiary rights) remedies, claims or rights of
action hereunder. Except as expressly set forth in this Agreement, a Party shall
have no liability under this Agreement to the customers of the other Party or to
any other third person.
USE OF SERVICE
38.1 Each Party shall make commercially reasonable efforts to ensure that its End
Users comply with the provisions of this Agreement (including, but not limited to
the provisions of applicable Tariffs) applicable to the use of services purchased
by it under this Agreement.
FEDERAL JURISD!CTIONAL AREAS
39.1 To the extent that Centurylink and Level 3 have contracts with federal entities that
limit or prohibit the ability of the other Party to provide services, such contracts will
govern Telecommunications Services in areas or structures used for military
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purposes (Federal Enclaves). Thus, Telecommunications Services to such
Federal Enclaves are not subject to the jurisdiction of the Commission, and the
Parties agree that Services provided within Federal Enclaves are not within the
scope of this Agreement.
WAIVER
40.1 Waiver by either Party of any Default by the other Party shall not be deemed a
waiver of any other Default. A failure or delay of either Party to enforce any of
the provisions of this Agreement, or any right or remedy available under this
Agreement or at law or in equity, or to require performance of any of the
provisions of this Agreement, or to exercise any option which is provided under
this Agreement, shall in no way be construed to be a waiver of such provisions,
rights, remedies or options, and the same shall continue in fullforce and effect.
WITHDRAWAL OF SERVICES
41.1 Notwithstanding anything contained in this Agreement, except as othenvise
required by Applicable Law, CenturyLink may terminate its offering and/or
provision of any particular service offering covered by this Agreement upon at
least thirty (30) Days' prior written notice to CLEC.
TECHNOLOGY UPGRADES
42.1 Notwithstanding any other provision of this Agreement, CenturyLink may deploy,
upgrade, migrate and maintain its network at its discretion. Nothing in this
Agreement shall limit CenturyLink's ability to modify its network through the
incorporation of new equipment or software or otherwise. CLEC shall be solely
responsible for the cost and activities associated with accommodating such
changes in its own network
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ARTICLE II!. IMPLEMENTATION
The terms of this Article address the requirements for the implementation of this Agreement
between the Parties. Notwithstanding the above, to the extent permitted by Agreement terms
and Applicable Law, any terms in this Article may be invoked or otherwise remain applicable
subsequent to the initial implementation of this Agreement.
43. IMPLEMENTATION PLAN
43.1 This Agreement together with the Standard Practices and any Tariff terms
incorporated herein by reference, set forth the overall standards of performance
for the services, processes, and systems capabilities that the Parties will provide
to each other, and the intervals at which those services, processes and
capabilities will be provided. The Parties understand that the arrangements and
provision of services described in this Agreement shall require technical and
operational coordination between the Parties. To the extent not othenvise
specified or incorporated by reference herein, the Parties agree to work
cooperatively to identify those processes, guidelines, specifications, standards
and additional terms and conditions necessary to support and satisfy the
standards set forth in this Agreement and implement each Party's obligations
hereunder.
43.2 Dispute Resolution. lf the Parties are unable to agree upon any of the matters to
be included in the Implementation Plan, then either Party may invoke the
procedures set forth in Sectionl6.
44. SECURITY DEPOSIT
44.1 CenturyLink reserves the right to secure the account at any time with a suitable
security deposit in the form and amounts set forth herein. lf payment of the
security deposit is not made within thirty (30) Days of the request, CenturyLink
may stop processing orders for service and Carrier will be considered in material
breach of the Agreement.
44.2 Security deposits shall take the form of cash or cash equivalent, an irrevocable
letter of credit or other form of security acceptable to CenturyLink.
44.3 lf a security deposit is required on a new account, CLEC will remit such security
deposit prior to inauguration of service. lf a security deposit is requested or
increased for an existing account, payment of the security deposit will be made
prior to acceptance by Centurylink of additional orders for service.
44.4 Security deposits shall be in an amount equal to two (2) months' estimated
billings as calculated by CenturyLink, or twice the most recent month's invoices
from CenturyLink for existing accounts. All security deposits will be subject to a
minimum deposit level of $10,000.
44.5 The fact that a security deposit has been made in no way relieves CLEC from
complying with Centurylink's regulations as to advance payments and the
prompt payment of bills on presentation, nor is it a waiver or modification of the
regular practices of CenturyLink for the discontinuance of service for non-
payment of any sums due CenturyLink
44.6 CenturyLink may require an increase in the security deposit when (i) the amount
of the deposit currently held by CenturyLink is less than two (2) months'
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estimated billings, or (ii) when gross monthly bitling has increased beyond the
level initially used to determine the security deposit.
44.7 Any security deposit shall be held by CenturyLink as a guarantee of payment of
any charges for services billed to CLEC pursuant to this Agreement or in
connection with any other services provided to CLEC by CenturyLink.
CenturyLink may exercise its right to credit any cash deposit to CLEC's account,
or to demand payment from the issuing bank or bonding company of any
irrevocable bank letter of credit, upon the occurrence of any one of the following
events following five (5) days notice and a reasonable opportunity to cure.
when CLEC's undisputed balances due to CenturyLink are more
than thirty (30) Days past due; and/or
to the extent permitted by Applicable Laws, when CLEC files for
protection under the bankruptcy laws; and/or
to the extent permitted by Applicable Laws, when an involuntary
petition in bankruptcy is filed against CLEC and is not dismissed
within sixty (60) Days; andior
when this Agreement expires or terminates; and/or
any letter of credit issued hereunder or any bank issuing a letter of
credit hereunder (each, a "Letter of Credit Bank) fails to meet the
terms, conditions, and requirements set forth below in this
Section; and/or
CLEC fails to provide CenturyLink with a replacement letter of
credit on the terms set forth herein at least ten (10) Business Days
prior to the expiration of any letter of credit issued to CenturyLink
hereunder.
44.8 lf any security deposit held by CenturyLink is applied as a credit toward payment
of CLEC's balances due to CenturyLink, then Centurylink may require CLEC to
provide a new deposit.
lf payment of the new deposit is not made within thirty (30) Days of the request,
Centurylink may stop processing orders for service and CLEC will be considered
in breach of the Agreement.
44.9 Any security deposit may be held during the continuance of the service as
security for the payment of any and all amounts accruing for the service.
CenturyLink shall pay interest on any such cash security deposit in accordance
with state requirements for End User deposits if such exists
44.7.1
44.7.2
44.7.3
44.7.4
44.7.5
44.7.6
44.10 Any letter of.
requirements.
44.10.1
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credit issued to Centurylink hereunder must meet the following
The bank issuing any letter of credit hereunder (the "Letter of
Credit Bank) must maintain a minimum credit rating of A (by
Standard & Poor's) or A2 (by Moody's). lf CLEC proposes that
the letter of credit be issued by a bank that is not so rated by
Standard & Poor's or Moody's, then CLEC must obtain the prior
written approval by CenturyLink to use such bank as the Letter of
Credit Bank.
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44.10.2 The original letter of credit shall be in such form and on terms that
are acceptable to CenturyLink and must include an automatic one-
year renewal extension.
lf CLEC receives notice from the Letter of Credit Bank of any non-
renewal of a letter of credit issued hereunder, then CLEC shall
promptly give written notice to CenturyLink of such notice of non-
renewal. Not later than ten (10) Business Days prior to the
expiration of the letter of credit, CLEC shall provide CenturyLink a
replacement letter of credit on substantially identical terms to the
existing letter of credit (or such other terms as are acceptable to
CenturyLink). lf CLEC provides a replacement letter of credit not
later than ten (10) Business Days prior to the expiration of the
expiring letter of credit, then CenturyLink shall not make a drawing
under the expiring letter of credit. Upon receipt of a replacement
letter of credit meeting the requirements set forth in this
Agreement, CenturyLink will provide the original, expiring letter of
credit to CLEC.
lf CLEC desires to replace any letter of credit issued to
CenturyLink hereunder, whether due to non-renewal or otheruvise,
each such replacement letter of credit and the Letter of Credit
Bank issuing such replacement letter of credit must meet the
terms, conditions and requirements set forth in this Section.
44.10.3
46.
START-UP DOCUMENTATION
45.1 CLEC is required to submit to CenturyLink the "CLEC Profile," and other required
documentation, as described in the cLEc "Get Started" process on the CenturyLink
Wholesale Website.
45.2 CLEC must represent and warrant to Centurylink that it is a certified local
provider of Telephone Exchange Service in the State prior to submitting orders or
exchanging any tratfic under this Agreement.
LETTER OF AUTHORTZATTON (LOA)
46.1 To the extent CLEC has not previously done so, CLEC shall execute a blanket
letter of authorization (LOA) with respect to customer requests to change service
providers or to permit the Party to view CPNI, such as pursuant to the
submission of a Customer Service Record (CSR) Search order, prior to a request
to change service providers.
46.2 Each Party's access to CPNI of another Party's End User will be limited to
instances where the requesting Party has obtained the appropriate authorization
required under Applicable Law to change service providers or release of CPNI
from the End User.
46.3 The requesting Party is solely responsible for determining whether proper
authorization has been obtained and holds the other Party harmless from any
loss or liability on account of the requesting Party's failure to obtain proper CPNI
authorization from a customer.
46.4 The requesting Party must maintain records of all customer authorizations to
change service providers or release of CPNI in compliance with State and federal
law.
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46.5 When a blanket LOA has been executed and where such blanket LOA contains
the appropriate authorization to change service providers or release CPNI as
incorporated in the Standard Practices or otherwise approved in advance by
CenturyLink, CenturyLink will not require CLEC to submit an individual LOA prior
to changing service providers or releasing CPNI, providing Customer Service
Records (CSRs), or processing orders.
46.5.1 For any prospective CLEC End User, CenturyLink shall provide CLEC
with access to that subscriber's CPNI without requiring CLEC to produce
a signed LOA, subject to applicable rules, orders, and decisions, and
based on CLEC's blanket representation that subscriber has authorized
CLEC to obtain such CPNI.
46.5.2 The provisioning of CPNI from CenturyLink to CLEC shall be
accomplished through the preordering Electronic lnterface.
46.5.3 lf a Party requests CPNI of a prospective subscriber from the other Party,
the other Party shall provide access to that subscriber's CPNI without
requiring the requesting Party to produce a signed LOA, subject to
applicable rules, orders, and decisions, and based on the requesting
Party's blanket representation that it has obtained a proper authorization
from the prospective subscriber to obtain such CPNI.
46.5.4 The cure period in Section 7.6 for material defaults shall not affect either
Party's obligation to comply with the requirements of 47 C.F.R. 564.1150to give timely notice to the Commission and other carriers of any
unauthorized carrier change, to remove any unpaid charges, and to
submit proper documentation to the relevant governmental agency within
thirty (30) Days.
46.6 lf a Party fails to provide proper documentation of permission obtained from
prospective subscribers for at least ninety five percent (95%) of subscribers
whose CPNI has been obtained from the other Party, and if such failure
continues for over sixty (60) Days after written notice of the breach, then as an
alternative to terminating this Agreement pursuant to Section 7.6 for an uncured
Default, the other Party may discontinue processing new Service Orders and/or
disconnect any electronic preordering interface until such failures have been
substantially rectified and the defaulting Party has provided adequate assurances
to the other Party that adequate steps have been implemented to prevent
ongoing problems with such records compliance. The exercise of this alternative
remedy shall not act as a waiver of the right to terminate this Agreement under
Section 7.6 if an ongoing Default is not substantially rectified within sixty (60)
Days written notice.
46.7 Any dispute between the Parties with respect to their rights and obligations under
this Section shall be subject to the Dispute Resolution provisions of this
Agreement, and the Parties must attempt to resolve any dispute concerning the
validity of subscriber authorizations prior to filing a formal complaint with the
Commission; provided, however, that the sixty (60) Day waiting period for filing a
Complaint under Section 16.2.4 shall not apply to such disputes. lf a Party files a
Complaint with the Commission to resolve any such dispute, then while such
proceeding is pending the other Party shall not be entitled to exercise alternative
remedy under Section 46.6 unless the Commission determines otherwise.
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46.8 CenturyLink witl bill CLEC fifty dollars ($5O.OO1 per affected line in lieu of any
additional charge in order to compensate CenturyLink for switching the End User
back to the original LEC.
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47.
ARTICLE IV. OPERATIONAL TERMS
STANDARD PRACTICES
47.1 Standard Practices may incorporate by reference various industry, OBF, and
other standards referred to throughout this Agreement, which may be
implemented to satisfy any CenturyLink obligations under this Agreement.
47.2 lf CLEC desires notice of changes made to CenturyLink's Standard Practices,
CLEC may make such a request during the Agreement implementation process
or at any subsequent time during the term of this Agreement.
ESGALATION PROCEDURES
48.1 The Standard Practices outlines the escalation process which may be invoked at
any point in the Service Ordering, Provisioning, and Maintenance processes to
facilitate rapid and timely resolution of disputes.
INTENTIONALLY LEFT BLANK
GONTACT WITH END USERS
50.1 Each Party at all times shall be the primary contact and account control for all
interactions with its End Users, unless othenruise agreed to by the Parties. End
Users include active subscribers as well as those for whom Service Order
installations are pending.
50.2 CenturyLink shall have no obligation, to accept a communication from a CLEC
End User, including, but not limited to, a CLEC End User request for repair or
maintenance of a CenturyLink service provided to CLEC.
50.3 Each Party shall update its own contact information and escalation list and shall
provide such information to the other Party for purposes of inquiries regarding the
implementation of this Agreement. Each Party shall accept all inquiries from the
other Party and provide a timely response. CenturyLink will provide and maintain
its contact and escalation list on its CenturyLink Website.
50.4 The Parties will ensure that all representatives who receive inquiries regarding
the other Party's services shall provide appropriate referrals to potential
customers who inquire about the other Party's services or products. The Parties
shall not in any way disparage or discriminate against the other Party or that
other Party's products and services, and shall not solicit each others' customers
during such inquiries, provided however, a Party can answer unsolicited
customer questions about products and services of that Party.
50.5 The Parties will not use a request for End User information, order submission, or
any other aspect of its processes or services to aid its retail marketing or sales
efforts.
50.6 CenturyLink will provide training, on a non-discriminatory basis, for all
CenturyLink employees who may communicate, either by telephone or face-to-
face, with CLEC End Users. Such training shall include compliance with the
branding requirements of this Agreement including without limitation provisions of
forms, and unbranded "Not at Home' notices.
50.7 CenturyLink will recognize CLEC as the Subscriber of Record for all services
ordered by CLEC and will send all notices, invoices, and information which
pertain to such ordered services directly to CLEC. CLEC will provide
48.
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CenturyLink with addresses to which CenturyLink will send all such notices,
invoices, and information.
CAPACITY PLANNING AND FORECASTS
51.1 Forecast Requirements for lnterconnection
51.1.1 Within thirty (30) Days from the Effective Date of this Agreement, or as
soon after the Effective Date as practicable, the Parties agree to meet
and develop joint planning and forecasting responsibilities which are
applicable to lnterconnection services. CenturyLink may delay
processing CLEC Service Orders should CLEC not perform obligations as
specified in this Section.
51.1.2 CLEC shall provide forecasts for traffic utilization over trunk groups.
Orders for trunks that exceed forecasted quantities for forecasted
locations will be accommodated as facilities and/or equipment are
available. CenturyLink shall make all reasonable efforts and cooperate in
good faith to develop alternative solutions to accommodate orders when
facilities are not available. Company forecast information must be
provided by CLEC to CenturyLink twice a year. The initial trunk forecast
meeting should take place soon after the first implementation meeting. A
forecast should be provided at or prior to the first implementation meeting.
51.1.3 Facilities will be planned for in accordance with the trunk forecasts
exchanged between the Parties as described in this Section.
51.2 Format and Content
51.2.1 Unless otherwise specified by CenturyLink or agreed to by the Parties,
the forecasting forms located on the CenturyLink Wholesale Website will
be used by CLEC for the requirements of this Section.
51.2.2 The joint planning process/negotiations should be completed within two
(2) months of the initiation of such discussion.
51.2.3 Description of major network projects that affect the other Party will be
provided in the semi-annualforecasts. Major network projects include but
are not limited to trunking or network rearrangements, shifts in anticipated
traffic patterns, or other activities by CLEC that are reflected by a
significant increase or decrease in trunking demand for the following
forecasting period.
51.2.4 Parties shall meet to review and reconcile the forecasts if forecasts vary
significantly.
51.2.5 CLEC shall provide an updated trunk forecast when ordering or
requesting additional trunks from CenturyLink anytime after the initial
trunk implementation.
51.3 Responsibility of Parties
51.3.1 The Parties agree to abide by the following if a forecast cannot be agreed
to: Local lnterconnection Trunk Groups will be provisioned to the higher
forecast. A blocking standard of one percent (1%) during the average
busy hour shall be maintained. Should the Parties not agree upon the
forecast, and the Parties engineer facilities at the higher forecast, the
Parties agree to abide by the following:
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a. ln the event that CLEC over-forecasts its trunking requirements by
twenty percent (20%) or more, and CenturyLink acts upon this
forecast to its detriment, CenturyLink may recoup any actual and
reasonable expense it incurs.
b. The calculation of the twenty percent (20%) over-forecast will be
based on the number of DSI equivalents for the total traffic
volume exchanged between the Parties.
51.3.2 ln addition to the joint trunk group forecasting established in Section 51.1,
discussions to provide relief to existing facilities can be initiated by either
Party. Actual system augmentations will be initiated upon mutual
agreement.
51.3.3 Both Parties will perform a joint validation to ensure current
lnterconnection Facilities and associated trunks have not been over-
provisioned. lf any facilities and/or associated trunks are over-
provisioned, they will be turned down where appropriate. Trunk design
blocking criteria described in Section 64.3.4 will be used in determining
trunk group sizing requirements and forecasts.
51.3.4 lf, based on the forecasted equivalent DS-1 growth, the existing facilities
are not projected to exhaust within one year, the Parties will suspend
further relief planning on this lnterconnection until a date one (1) year
prior to the projected exhaust date. lf growth patterns change during the
suspension period, either Party may re-initiate the joint planning process.
51.3.5 Both Parties will negotiate a project service date and corresponding work
schedule to construct relief facilities prior to facilities exhaust.
52. BONA FIDE REQUEST (BFR)
52.1 Through the BFR process, CLEC may request: (1) lnterconnection or access to
a Network Element CenturyLink is required to provide under Applicable Law, but
such lnterconnection or Network Element is new, undefined or othenvise
required to be provided but not available under the terms of this Agreement; (2)
access to facilities and equipment that are not Currently Available, or to UNEs
that are superior or inferior in quality than those that Centurylink provides to
itself; and (3) certain other services, features, capabilities or functionalities
defined and agreed upon by the Parties as services to be ordered via the BFR
process.
52.2 Notwithstanding anything to the contrary in this Agreement, CenturyLink shall
only be required to provide or continue to provide lnterconnection or UNEs
and/or other arrangements and services that CenturyLink is otherwise obligated
to provide under Applicable Law pursuant to the provisions of this Agreement,
including the BFR process, if needed. While CenturyLink may permit CLEC to
submit BFR requests for lnterconnection or Network Elements, arrangements or
services that CenturyLink is not obligated under Applicable Law to provide,
CenturyLink is not required to provide such lnterconnection or Network Elements,
arrangements or services, and CenturyLink may elect or decline to provide same
at its sole discretion.
52.3 Process
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52.3.1 CLEC shall submit to CenturyLink a written BFR application (Request), in
a form to be provided by CenturyLink and as published on CenturyLink's
Website. The Request shall specifically identify relevant technical
requirements and descriptions, drawings, locations and/or any other such
specifications that are reasonably necessary to clearly define the Request
such that CenturyLink has sufficient information to analyze and prepare a
response.
52.3.2 lf fulfilling the request involves construction or engineering analysis,
CenturyLink will notify CLEC of such and CLEC will make the non-
refundable NRC payment set forth in Table 1 to compensate CenturyLink
for its costs to perform the analysis. CenturyLink shall have no obligation
to further evaluate the request, conduct any analysis or prepare a price
quote for the requested service until the non-refundable NRC payment
has been received.
52.3.3 CLEC may cancel a Request in writing at any time prior to agreeing on
price and availability in the final quote. CenturyLink will then cease
analysis and/or development of the Request. However, CLEC will pay
CenturyLink its reasonable and demonstrable costs of processing and/or
implementing the BFR up to and including the date on which CenturyLink
receives CLEC's notice of cancellation if such costs are not already
covered in full by a previously submitted non-refundable NRC payment.
52.3.4 Centurylink shall acknowledge in writing the receipt of a Request and
shall identify a single point of contact to process the Request within ten
(10) Business Days of CenturyLink's receipt of a Request. CenturyLink
will advise CLEC of any additional information needed for a complete and
accurate Request.
52.3.5 Except under extraordinary circumstances, within thirty (30) Days of its
receipt of a complete and accurate Request, CenturyLink will approve or
deny the Request (Preliminary Analysis). lf CenturyLink denies CLEC's
Request, the Preliminary Analysis will provide the reason(s) for such
denial.
52.3.6 CLEC may accept or reject CenturyLink's Preliminary Analysis, at its
discretion. CLEC will provide written acceptance of the Preliminary
Analysis to CenturyLink within thirty (30) Days of its receipt of the
Preliminary Analysis or CLEC's Request will be deemed to be cancelled.
52.3.7 Upon receiving CLEC's written acceptance and authorization of the
Preliminary Analysis, CenturyLink will proceed to develop a Final Quote.
The Final Quote shall contain a description of each access arrangement
or service to be provided, a tentative availability date, the applicable
rates, the installation intervals, BFR development and processing costs
and the terms and conditions under which access to the requested
Network Element, arrangement or service will be offered. CenturyLink
shall provide the Final Quote within ninety (90) Days of receiving CLEC's
written acceptance and authorization to the Preliminary Analysis.
52.3.8 The tentative availability date is dependent on when CLEC accepts the
Final Quote. CenturyLink shall make reasonable efforts to provide an
availability date that is within ninety (90) Days from the date it receives
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CLEC's written FinalAcceptance as described below in Section 52.3.9. lf
CenturyLink cannot complete the BFR within ninety (90) Days of receiving
CLEC's Final Acceptance, CenturyLink and CLEC will then determine a
mutually agreeable availability date.
52.3.9 Within thirty (30) Days of receipt of the Final Quote, CLEC must either (i)
confirm or cancel its Request in writing (Final Acceptance), or (ii) submit
any disputed issues with the Final Quote for dispute resolution pursuant
to Section 16. CLEC's written acceptance must include payment of one
hundred percent (100%) of the quoted costs.
. ORDERING AND PROVISIONING
53.1 lntentionally Left Blank
53.2 NationalAccess Service Center (NASC)
53.2.1 Centurylink shall provide a NASC or equivalent which shall serve as
CLEC's point of contact for all activities involved in the ordering and
provisioning of CenturyLink's lnterconnection services.
53.3 Ordering and Provisioning
53.3.1 CenturyLink will provide necessary ordering and provisioning business
process support as well as those technical and systems interfaces as
may be required to enable CLEC to exchange traffic. lf CenturyLink
deploys any enhanced electronic capability CenturyLink will notify CLECof availability and CLEC shall use the processes for performing
transaction(s) to the extent practicable and the use of any other interface
or process will be discontinued.
53.3.2 The Parties agree that orders for services under this Agreement will not
be submitted or accepted until thirty (30) Days after the completion of all
account establishment activities, including but not limited to, the
documents and information subscribed in Section 45.1, unlessthe Parties
mutually agree upon a different date based on the specific circumstances
of the Parties' relationship.
53.3.3 The standard Service Order charges as listed in the Table 1 of this
Agreement shall apply to all orders,
53.4 lntentionally Left Blank
53.5 Service Order Process Requirements
53.5.1 Subject only to any system limitation noted in CenturyLink's
Standard Practices, Multiple Working Telephone Numbers (WTN)
may be included in one order provided the numbers are for the
same customer at a specific location.
53.5.6 CenturyLink will follow methods prescribed by the FCC and
any applicable State regulation for carrier change verification.
53.6 lntentionally Left Blank
53.7 Due Date
53.7.1 CenturyLink shall supply CLEC with due date intervals to be used by
CLEC personnelto determine service installation dates.
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53.7.2 CenturyLink shall use reasonable efforts to complete orders by CLEC
requested due date within agreed upon intervals.
53.8 CoordinationRequests
53.8.1 CenturyLink will provide ordering and provisioning coordination services
during the business hours specified on its Website, through the NEAC, at
the charges specified in Tablel.
53.8.2 For subscriber conversions requiring coordinated cut-over activities, on a
per order basis, CenturyLink and CLEC will agree on a scheduled
conversion time, which will be a designated time period within a
designated date, and will be dependent upon the availability of
CenturyLink resources.
53.8.3 Any request made by CLEC to coordinate conversions after normal
working hours, or on Saturdays or Sundays or CenturyLink holidays shall
be performed at CLEC's request and expense. Coordination requests
outside of normal business hours/weekends will incur additional charges.
53.8.4 CenturyLink will perform all of its standard pre-service testing prior to the
completion of the Service Order.
53.8.5 Upon completion of the requests submitted by CLEC, CenturyLink shall
provide to CLEC a completion notification.
53.9 Subscriber Premises lnspections and lnstallations
53.9.1 CLEC shall perform or contract for all CLEC's needs assessments,
including equipment and installation requirements required beyond the
Demarcation PoinUNlD, located at the subscriber Premises.
53.10 Firm Order Confirmation (FOC)
53.10.1
53.10.2
53.10.3
53.11 Order Rejections
53.11.1
53.11.2
53.12 Service Order Charges
53.12.1
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CenturyLink shall provide to CLEC, a Firm Order Confirmation
(FOC) for each CLEC order. The FOC shall contain the
appropriate data elements as defined by the OBF standards.
For a revised FOC, CenturyLink shall provide standard detail as
defined by the OBF standards.
CenturyLink shall provide to CLEC the date that service is
scheduled to be installed.
CenturyLink shall reject and return to CLEC any order that
CenturyLink cannot provision, due to technical reasons, missing
information, or jeopardy conditions resulting from CLEC ordering
service at less than the standard order interval.
When an order is rejected, CenturyLink will, in its reject
notification, describe the existing reasons for which the order was
rejected.
lf an installation or other CLEC ordered work requires a change
from the original CLEC Service Order in any manner, CLEC shall
initiate a revised Service Order. lf requested by CLEC,
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53.12.2
CenturyLink will provide CLEC an estimate of additional labor
hours and/or materials.
lf a CLEC End User requests a change, CenturyLink, will, at that
time, direct the CLEC subscriber to contact CLEC, and CLEC
should initiate a new Service Order to have additional work
performed.
When an End User changes or withdraws authorization, each
Party shall release customer-specific facilities and/or cancel
orders in progress in accordance with the End User's direction or
the direction of the End User's authorized agent.
lf expedited service is requested, CLEC will populate the
"Expedite" and "Expedite Reason" fields on the LSR. CenturyLink
reserves the right to refuse an expedite request if resources are
not available. lf an expedite request is granted, applicable
expedite Service Order charges, as set forth on Table 1, will
apply.
CenturyLink will not accept expedite requests for LNP orders.
53.12.3
53.14 lntentionally Left Blank
53.15 Cancellations
53.15.1 CenturyLink may cancel orders for service that have had no
activity within thirty-one (31) consecutive Days after the original
service request date.
53.16 Discontinuance of Service (Snap-back Provision)
53.16.1
53.13 Expedites
53.13.1
53.13.2
53.16.2
53.16.3
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lf CLEC proposes to discontinue, or actually discontinues, its
provision of service to all or substantially all of its customers,
whether voluntarily, as a result of bankruptcy, or for any other
reason, CLEC shall send written notice of such discontinuation to
CenturyLink, the Commission, and each of CLEC's End Users.
CLEC shall provide notice in advance of discontinuation of its
service as required by Applicable Law. Unless the period for
advanced notice of discontinuation of service required by
Applicable Law is more than thirty (30) calendar days, to the
extent commercially feasible, CLEC shall send such notice at least
thirty (30) Days prior to its discontinuation of service.
Such notice must advise each CLEC End User that, unless action
is taken by the End User to switch to a different carrier prior to
CLEC's proposed discontinuation of service, the End User will be
without the service.
Should a CLEC End User subsequently become a CenturyLink
customer, CLEC shall provide CenturyLink with all information
necessary for CenturyLink to establish service for the CLEC End
User, including, but not limited to, CLEC End User's billed name,
listed name, service address, and billing address, and the services
being provided to CLEC End Users.
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53.17 Nothing in this Section shall limit CenturyLink's right to cancel or terminate this
Agreement under Section 7 and Section 53.15 or to suspend provision of
services under Section 9 of this Agreement.
UNIVERSAL SERVICE FUND
54.1 ln order to collect the costs of CenturyLink's contribution to the Federal Universal
Service Fund (FUSF) in an equitable manner, CenturyLink's End Users are
charged a Federal Universal Service Charge (FUSC). The only customers who
are exempt from paying the FUSC to CenturyLink are those customers who
themselves contribute to the FUSF, or who otherwise qualify for an exemption
under the FCC's universal service rules. ln order to obtain an exemption from
paying the FUSC to CenturyLink, CLEC must provide CenturyLink a signed
statement certifying that it is reselling the services provided by CenturyLink in the
form of telecommunications, and will, in fact, contribute directly to the FUSF. lf
CLEC does not provide this statement, or otherwise certify that it is exempt from
remitting the FUSC, CenturyLink must report the revenues obtained from the
provision of service to CLEC as End User revenues for purposes of calculating
and reporting FUSC contributions, and CenturyLink shall be entitled to recover
from CLEC the resulting FUSF contributions attributable to such revenues, in
accordance with Applicable Law.
54.2 To comply with FCC rules regarding the funding of Universal Service, CLEC is
required to complete the form entitled 'CERTIFICATION OF FEDERAL
UNIVERSAL SERVICE FUND CONTRIBUTION STATUS" provided by
Centurylink in order to obtain an exemption from paying the FUSC to
Centurylink. ln addition, CLEC agrees to provide CenturyLink with an updated
annual certification, no later than February 1 of each calendar year, so that
CenturyLink may ensure that it continues to accurately report its revenues for
FUSF contribution purposes.
54.2.1 lt is expressly understood and agreed by the Parties that CLEC's
provision to CenturyLink of evidence concerning its making adequate
payments into the FUSF, and CLEC's representations to CenturyLink in
connection therewith, are subject to the indemnification provisions of
Section 25, which, for purposes of this Section, serve to indemnify
CenturyLink.
BILLING AND PAYMENTS/DISPUTED AMOUNTS
55.1 ln consideration of the services provided by CenturyLink under this Agreement,
CLEC shall pay the undisputed charges set forth in this Agreement, subject to
change in law and to the dispute provisions provided herein. CenturyLink may
limit or modify the form(s) of payment that will be accepted from time to time.
CenturyLink will not accept card payments (e.9., crediUdebiUATM cards) or any
form of payment that reduces the net amount received by CenturyLink.
55.2 CLEC must choose a primary media option for invoices. lf no bill media option is
selected, the primary will default to paper. The primary media option is provided
at no charge. lf a second media option is chosen, then an applicable charge will
be assessed at the rate reflected in CenturyLink's appropriate FCC Tariff. lf
CLEC requests additional copies of the monthly invoice, CenturyLink may also
bill CLEC for the additional copies. The procedures and limitations governing bill
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54.
55.
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media, including the availability of secondary media and Bill Media Request
Forms, are set forth in CenturyLink's Bill Media Guide.
55.3 Recurring Charges, other than Usage Charges, for Telecommunications Services
provided hereunder are applied on a monthly basis. For billing and crediting
purposes, a month is presumed to have thirty (30) days, regardless of the actual
Days in a given month.
55.4 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.
55.5 lntentionally Left Blank
55.6 BillingSpecifications
55.6.1 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).
55.6.2 Usage Measurement: Usage measurement for calls shall begin when
answer supervision or equivalent SS7 message is received from the
terminating office and shall end at the time of call disconnect by the
calling or called subscriber, whichever occurs first.
55.6.3 MOUs or fractions thereof, shall not be rounded upward on a per-call
basis, but will be accumulated over the billing period. At the end of the
billing period, any remaining fraction shall be rounded up to the nearest
whole minute to arrive at total billable minutes. MOU shall be collected
and measured in minutes, seconds, and tenths of seconds,
55.6.4 Each Party shall calculate terminating lnterconnection MOUs based on
standard AMA recordings made within each Party's network, these
recordings being necessary for each Party to generate bills to the other
Party. ln the event either Party cannot measure minutes terminating on
its network where Technically Feasible, the other Party shall provide the
measuring mechanism or the Parties shall otherurise agree on an
alternate arrangernent.
55.7 Billing for Access Services will be in conformance with Multiple Exchange Carrier
Access Billing (MECAB) guidelines and Multiple Exchange Carriers Ordering and
Design Guidelines for Access Services-lndustry Support lnterface (MECOD).
The Parties will exchange Billing Account Reference and Bill Account Cross
Reference information and will coordinate initial and subsequent billing cycles.
CenturyLink will provide CLEC the appropriate records to bill Exchange Access
charges to the lXC. CenturyLink will capture records for inward terminating calls
and send them to CLEC, as appropriate, via CenturyLink's standard processes.
Upon CenturyLink's request, CLEC will provide CenturyLink the appropriate
records to bill Switched Access Service charges to lXCs. CLEC will capture
records for inward terminating calls and send them to CenturyLink, as
appropriate, in an agreed upon process.
55.8 Upon request by CLEC and to the extent CenturyLink is providing call records for
Transit Traffic to other terminating providers served by the same Tandem,
CenturyLink will also provide such records to CLEC.
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55.9 CenturyLink will bill CLEC for message provisioning and, if applicable, data tape
charges related to Exchange Access traffic and Transit Traffic records.
Centurylink will bill CLEC for the records at the rates on Table 1. lf CLEC
requests additional copies of the monthly invoice, CenturyLink may also bill
CLEC for the additional copies.
55.10 The Parties will bill each other in a timely manner. Except for billing pursuant to
a Section 16 Dispute Resolution process determination, neither Party will initiate
credit claims or bill the other Party for previously unbilled, under-billed or over-
billed charges for services under this Agreement that were provided more than
twenty-four (24) months prior to the applicable most recent Bill Date, unless a
longer period is warranted as a result of fraud, concealment or other similar
circumstances.
55.11 Except as otherwise provided in this Agreement, payment of amounts billed for
services provided under this Agreement shall be in immediately available U.S.
funds, and shall be due by the Bill Due Date.
55.12 lf the Bill Due Date is a Saturday, Sunday, or has been designated a bank
holiday, payment is due by the next Business Day. Payments may be
transmitted by electronic funds transfer.
55.13 lf any undisputed amount due is not received by the billing Party by the Bill Due
Date, the billing Party shall calculate and assess a late payment charge on the
past due balance. The billed Party agrees to pay, a late payment charge equal
to one and one-half percent (1.5%) per month, or the highest rate of interest that
may be charged under Applicable Law, compounded daily, for the number of
days from the Bill Date until the date on which such payment is made. Such late
payment charges shall be included on the billing Party's next statement to the
billed Party.
55.14 lf any portion of an amount billed by a Party under this Agreement is subject to a
good faith dispute between the Parties, the billed Party shall give written notice to
the billing Party of the amounts it disputes (Disputed Amounts) and shall include
in such notice specific details and reasons for disputing each item. Any written
notice of a billing dispute by CLEC shall be submitted by CLEC in accordance
with the process for submitting billing dispute claims set forth on the CenturyLink
Website. Disputed billing claims shall be submitted no later than the Bill Due
Date. Failure by the billed Party to dispute a billed amount before the Bill Due
Date means that the total charges billed are due and payable to the billing Party
on the Bill Due Date. The billed Party may not withhold payment of billed
amounts past the Bill Due Date pending a later filing of a dispute, but must pay
all billed amounts for which it has not provided a written notice of dispute on or
prior to the Bill Due Date. lf the billed Party disputes charges after the Bill Due
Date and has not paid such charges, such charges shall be subject to late
payment charges. The withholding of payment for Disputed Amounts shall not
absolve the billed Party of ongoing late payment charges should the dispute be
resolved in favor of the billed Party. Both CLEC 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 etfort to resolve and settle the
dispute through informal means prior to escalating the billing dispute pursuant to
Section 16.2.3.
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55.14.1
55.14.2
55.14.3
55.14.4
55.14.5
55.14.6
Payment of billed amounts that are subsequently disputed or
which become the subject of a request for adjustment shall not
constitute or be deemed to represent a waiver of a Party's right to
submit a dispute or seek an adjustment of such Party's account
with respect to such paid amounts, and the paying Party shall not
be required to designate any such payment as "conditional" or
"under protest" in order to submit a dispute or seek a subsequent
adjustment with respect to amounts which have previously been
paid.
lf a disputed charge is resolved in favor of the billed Party, the
Parties shall cooperate to ensure that the billing Party credits 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 and/or paid with respect thereto within
ten (10) business after the resolution of the billing dispute.
lf a dispute is resolved in favor of the billing Party, the billed Party
shall pay the invoice for that portion of the Disputed Amount
resolved in favor of the billing Party, together with any late
payment charges associated with the non-payment of the
validated billing. Payment shall be due no later than the next Bill
Due Date after the resolution of the billing dispute.
lf the Parties cannot resolve the dispute within ninety (90) Days of
the written notice of dispute, either Party may give written notice to
the other Party exercising the right to escalate the dispute
pursuant to Section 16.2.3. For purposes of this Section, non-
resolution occurs when neither Party agrees whether the billing is
incorrect or correct; i.e., when the billing Party has issued neither
a correction nor a denial.
lf the Parties cannot resolve the dispute within ninety (90) Days of
the billed Party providing written notice to the billing Party of such
Disputed Amounts, and if the Billed Party does not provide written
notice of escalation of the dispute within such timeframe, the billed
Party waives its alleged entitlement to and/or right to withhold
such Disputed Amount and all withheld amounts, including
accumulated late payment charges for the billed amounts,
becomes immediately due.
Notwithstanding Sections 55.14.4 and 55.14.5, if the billing Party
provides written notice to the billed Party that a billing dispute has
been denied, stating the grounds for such determination, then the
billed Party shall have thirty (30) Days in which to either pay the
Disputed Amounts or to give written notice to the other Party
exercising the right to escalate the dispute pursuant to Section
16.2.3 Such notice may be accompanied by any additional,
relevant materials submitted by CLEC. lf the billed Party fails to
give written notice exercising the right to escalate the dispute
within the thirty (30) Days of the notice date of the written denial of
a dispute, the billed Party waives its alleged entitlement to and/or
right to withhold such Disputed Amounts and all withheld amounts,
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55.14.7
including accumulated late payment charges for the billed
amounts, become immediately due.
Failure by the billed Party to give written notice exercising the right
to escalate a dispute pursuant to Section 16.2.3 following a notice
of denial under Section 55.14.6 shall also preclude the Party from
thereafter requesting an escalation of the same dispute under
Section 16.2.3.
Failure by the billed Party to make a timely response to a notice of
denial under Section 55.14.6 shall result in lifting the suspension
of the payment due date for such disputed invoice, and the
possible assessment of late charges and suspension or
termination of service for non-payment of billed amount in
accordance with this Section 55.
55.15 A billing dispute which has been resolved by a written settlement agreement
between the Parties may not be resubmitted under the dispute resolution
process.
55.16 Effect of Non-Payment
55.16.1
55.14.8
55.16.2
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lf the billed Party does not pay all undisputed charges by the Bill
Due Date, the billing Party may discontinue processing orders for
services provided under this Agreement and may invoke the
Default provisions of Section 7.6 on or afterthe tenth (1Oth) Day
following the Bill Due Date provided the billing Party notifies the
other Party in writing, via email or certified mail, at least five (5)
Days prior to discontinuing the processing of orders. lf the billing
Party continues to accept additional orders for service(s) after the
date specified in such notice, and the billed Party's non-
compliance continues, nothing contained herein shall preclude the
billing Party from refusing to accept any or all additional orders for
service(s) from the non-complying Party without further notice.
For order processing to resume, the billed Party will be required to
make full payment of all past and current undisputed charges
under this Agreement. Additionally, the billing Party may require a
deposit or assurance of payment (or additional deposit or
assurance of payment) from the billed Party, pursuant to Section
44. ln 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.
Notwithstanding Section 55.'16.1 above, if the billed Party does not
pay all undisputed charges on a bill by the Bill Due Date, the
billing Party may at its option disconnect any and all relevant or
related services provided under this Agreement on or after the
thirtieth (30th) day following the Bill Due Date after providing
written notification to the billed Party at least seven (7) Business
Days prior to disconnection of the unpaid service(s). Such
notification may be included in a notification to refuse to accept
additional orders pursuant to Section 55.16.1 so long as the
appropriate dates for each consequence are listed therein. lf the
services are disconnected and the billed Party subsequently pays
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all such undisputed charges and desires to reconnect any such
disconnected services, the billed Party shall pay the applicable
charge set forth in this Agreement or in the applicable Tariff for
reconnecting each service disconnected pursuant to this
paragraph. ln case of such disconnection, all applicable
undisputed charges, including termination charges, shall become
due and payable. lf the billing Party does not disconnect the billed
Party's service(s) on the date specified in such notice, and the
billed Party's non-compliance continues, nothing contained herein
shall preclude the billing Party from disconnecting all service(s) of
the non-complying Party without further notice or from billing and
collecting the appropriate charges from the billed Party.
Additionally, the billing Party may require a deposit or assurance
of payment (or additional deposit or assurance of payment) from
the billed Party, pursuant to Section 44. ln 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.
55.16.3 Notwithstanding Sections 55.16.1 and 55.16.2 above, if the billing
Party is forced to undertake collection efforts for undisputed,
defaulted or undisputed post-termination amounts outstanding or
for Disputed Amounts that have been resolved in the billing
Party's favor, the billed Party is liable for reimbursement to the
billing Party for any and all costs associated with the collection of
such a debt, including, but not limited to, collection agency fees
and legalfees.
56. AUDITS
56.1 Each Party to this Agreement will be responsible for the accuracy and quality of
its data as submitted to the other Party involved. Subject to each Party's
reasonable security requirements and except as may be othenvise specifically
provided in this Agreement, either Party, at its own expense, may audit the other
Party's books, records and other documents directly related to billing and
invoicing once in any twelve (12) month period for the purpose of evaluating the
accuracy of the other Party's billing and invoicing. "Audit" shall mean a
comprehensive review of bills for services performed under this Agreement;
"Examination" shall mean an inquiry into a specific element of or process relatedto bills for services performed under this Agreement. Either Party (the
"Requesting Party) may perform one (1) Audit per twelve (12) month period
commencing with the Effective Date, with the assistance of the other Party, which
will not be unreasonably withheld. The Audit period will include no more than the
preceding twelve (12) month period as of the date of the Audit request. The
Requesting Party may perform Examinations, as it deems necessary, with the
assistance of the other Party, which will not be unreasonably withheld.
56.2 Upon thirty (30) Days written notice by the Requesting Party to Audited Party,
Requesting Party shall have the right through its authorized representative to
make an Audit, during normal business hours, of any records, accounts and
processes which contain information bearing upon the billing and invoicing of the
services provided under this Agreement. Within the above-described thirty (30)
Day period, the Parties shall reasonably agree upon the scope of the Audit or
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Examination, the documents and processes to be reviewed, and the time, place
and manner in which the Audit or Examination shall be performed. Audited Party
agrees to provide Audit or Examination support, including appropriate access to
and use of Audited Party's facilities (e.9., conference rooms, telephones, copying
machines). Prior to commencing the Audit or Examination, the auditors or
examiners 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 or examiners.
56.3 Each party shall bear its own expenses in connection with the conduct of the
Audit or Examination. The reasonable cost of special data extraction required by
the Requesting Party to conduct the Audit or Examination will be paid for by the
Requesting Party. For purposes of this Section, a "Special Data Extraction" shall
mean the creation of an output record or informational report (from existing data
files) that is not created in the normal course of business. lf any program is
developed to Requesting Party's specifications and at Requesting Party's
expense, Requesting Party shall specify at the time of request whether the
program is to be retained by Audited Party for reuse for any subsequent Audit or
Examination.
56.4 Adjustments based on the audit findings may be made to correct errors and/or
omissions disclosed by the Audit or Examination, and may be applied to the
twelve ('12) month period included in the audit. Adjustments, credits or payments
shall be made and any corrective action shall commence within thirty (30) Days
from the requesting Party's receipt of the final audit report to compensate for any
errors or omissions which are disclosed by such Audit or Examination and are
agreed to by the Parties. lnterest shall be calculated in accordance with Section
55.13 above
56.5 Neither such right to examine and audit nor the right to receive an adjustment
shall be affected by any statement to the contrary appearing on checks or
otherwise, unless such statement expressly waiving such right appears in writing,
is signed by the authorized representative of the Party having such right and is
delivered to the other Party in a manner sanctioned by this Agreement.
56.6 On thirty (30) Days' written notice, each Party must provide the other the ability
and opportunity to conduct an annual audit to ensure the proper routing and
billing of traffic. These audits may encompass all traffic or any subset type of
traffic at the initiator's option.
56.7 This Section shall survive expiration or termination of this Agreement for a period
of one ('t) year after expiration or termination of this Agreement.
57, CENTURYLINK OSS INFORMATION
57.1 Subject to the provisions of this Agreement and Applicable Law, CLEC shall have
a limited, revocable, non-transferable, non-exclusive right to use CenturyLink
OSS lnformation during the term of this Agreement, for CLEC's internal use for
the provision of Telecommunications Services to CLEC End Users in the State.
57.2 All CenturyLink OSS lnformation shall at all times remain the property of
CenturyLink. Except as expressly stated in this Article, CLEC shall acquire no
rights in or to any CenturyLink OSS lnformation. CenturyLink reserves all rights
not expressly granted herein.
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57.2.1 CLEC shall treat CenturyLink OSS lnformation as Confidential
lnformation of CenturyLink pursuant to Section 13.
57.2.2 CLEC shall not have any right or license to grant sublicenses to other
persons, or grant permission to other persons (except CLEC's
employees, agents or contractors, in accordance with Section 57.2.3
below), to access, use or disclose CenturyLink OSS lnformation, except
as provided in Section 57 .2.3 below.
57.2.3 CLEC's employees, agents and contractors may access, use and
disclose CenturyLink OSS lnformation only to the extent necessary for
CLEC's access to, and use and disclosure of, CenturyLink OSS
lnformation permitted by this Article. Any access to, or use or disclosure
of, CenturyLink OSS lnformation by CLEC's employees, agents or
contractors, shall be subject to the provisions of this Agreement,
including, but not limited to, Section 13 and Sections 57.2.1 and 57.2.2
above. CLEC shall ensure that its employees, agents, and contractors
comply with all provisions herein relating to access to and use of
CenturyLink OSS lnformation.
57.3 Unless sooner terminated or suspended in accordance with the Agreement or
this Article (including, but not limited to Sections 7, 55 and 57.7.1 below), CLEC's
access to, and use of, CenturyLink OSS lnformation through CenturyLink OSS
Services shall terminate upon the expiration or termination of the Agreement.
57.3.1 CenturyLink shall have the right (but not the obligation) to audit CLEC to
ascertain whether CLEC is complying with the requirements of Applicable
Law and this Agreement with regard to CLEC's access to, and use and
disclosure of, CenturyLink OSS lnformation,
57.3.2 Without in any way limiting any other rights CenturyLink may have under
the Agreement or Applicable Law, CenturyLink shall have the right (but
not the obligation) to monitor CLEC's access to and use of CenturyLink
OSS lnformation, to ascertain whether CLEC is complying with the
requirements of Applicable Law and this Agreement.
57.3.3 lnformation obtained by CenturyLink pursuant to this Section 57 shall be
treated by CenturyLink as Confidential lnformation of CLEC pursuant to
Section 13; provided that, CenturyLink shall have the right to use and
disclose information pursuant to this Article to enforce CenturyLink's
rights under the Agreement or Applicable Law.
57.3.4 All CenturyLink OSS lnformation received by CLEC shall be destroyed or
returned by CLEC to Centurylink, upon expiration, suspension or
termination of the right to use such CenturyLink OSS lnformation.
57.3.5 All practices and procedures for access to and use of CenturyLink OSS
including all access and user identification codes shall remain the
property of CenturyLink.
57.4 The provisions of this Article shall be in addition to and not in derogation of any
provisions of Applicable Law, including, but not limited to, 47 U.S.C. $222, and
are not intended to constitute a waiver by Centurylink of any right with regard to
protection of the confidentiality of the information of CenturyLink or CenturyLink
End Users provided by Applicable Law.
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57.5 CLEC understands that any OSS access to obtain CPNI that is made without
prior customer permission to access the information or for CLEC to become the
customer's service provider shall be a material breach of this Agreement.
57.6 CenturyLink will provide CLEC with access to documentation and user manuals
that set forth the methods and procedures to utilize CenturyLink's OSS service.
CLEC agrees that all documentation and manuals shall be used only for internal
use, for the purpose of training employees to utilize the capabilities of
CenturyLink's OSS services in accordance with this Article and shall be deemed
"Confidential lnformation" and subject to the terms, conditions and limitations set
forth in this Article.
57.7 Liabilities And Remedies
57.7.1 lf CLEC or an employee, agent or contractor of CLEC, at any time
breaches a provision of this Section 57 and such breach continues after
notice thereof from CenturyLink, then, except as othenrvise required by
Applicable Law, CenturyLink shall have the right, upon notice to CLEC, to
suspend or terminate the right to use CenturyLink OSS services granted
by Section 57.1 above and/or the provision of CenturyLink OSS services,
in whole or in part
57.7.2 CLEC agrees that CenturyLink would be irreparably injured by a breach
of this Article by CLEC or the employees, agents or contractors of CLEC,
and that CenturyLink shall be entitled to seek equitable relief, including
injunctive relief and specific performance, in the event of any such
breach. Such remedies, and the remedies set forth in Section 57.7.1,
shall not be deemed to be the exclusive remedies for any such breach,
but shall be in addition to any other remedies available under this
Agreement or at law or in equity.
57.7.3 Any breach of any provision of this Article by any employee, agent, or
contractor of CLEC shall be deemed a breach by CLEC.
57.8 Cooperation
57.8.1 CLEC, at CLEC's expense, shall reasonably cooperate with CenturyLink
in using CenturyLink OSS Services. Such cooperation shall include, but
not be limited to, the following:
57.8.2 CLEC shall reasonably cooperate with CenturyLink in submitting orders
for CenturyLink Telecommunications Services and otherwise using the
CenturyLink OSS Services, in order to avoid exceeding the capacity or
capabilities of such CenturyLink OSS Services.
57.8.3 Upon CenturyLink's request, CLEC shall participate in reasonable
cooperative testing of CenturyLink OSS Services and shall provide
reasonable assistance to CenturyLink in identifying and correcting
mistakes, omissions, interruptions, delays, errors, defects, faults, failures,
or other deficiencies, in Centurylink OSS Services.
57.9 Future Enhancements To CenturyLink OSS Facilities
57.9.1 Subject to the requirements of Applicable Law, the specific OSS and OSS
access method(s) offered will be determined by CenturyLink and may be
changed by CenturyLink without the consent of CLEC.
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58.
57.9.2 lf CenturyLink makes enhancements to the existing OSS, the Parties
agree that to the extent practicable, CLEC will use the enhanced OSS
and specified OSS access method(s). CenturyLink may at its option
discontinue any OSS or OSS access method that an enhancement has
been designed to replace.
PROVISION OF USAGE DATA
58.1 Recorded Usage Data includes, but is not limited to, Access records related to
long distance calling.
58.2 This Section sets forth the terms and conditions for CenturyLink's provision of
Recorded Usage Data for information exchange regarding long distance and
access billing. To the extent Technically Feasible, each Party shall record all call
detail information associated with completed long distance and access calls
originated by or terminated by such Party, and long distance calls transited
through such Party's network to the terminating provider to the same extent that
such Party records such data for its End Users and records for billing of
lnterexchange carriers. These records shall be provided at a Party's request and
shall be formatted pursuant to Telcordia's EMI standards and the terms and
conditions of this Agreement. The procedures and limitations governing bill
media, including the availability of secondary media, which are used to transmit
the records, and Bill Media Request Forms, are set forth in CenturyLink's Bill
Media Guide. These records shall be transmitted to the other Party on non-
holiday Business Days. CenturyLink and CLEC agree that they shall retain, at
each Party's sole expense, copies of all EMI records transmitted to the other
Party for at least forty-five (45) Days after transmission to the other Party.
58.3 Except as stated in the preceding Section 58.2, subject to the requirements of
Applicable Law, the manner in which, and the frequency with which, CLEC's
Recorded Usage Data will be provided to CLEC shall be determined by
CenturyLink.
58.4 GeneralProcedures
58.4.1 CenturyLink shall maintain a machine readable back-up copy of the
message detail provided to CLEC for a minimum of forty-five (45) Days.
During the forty-five (a5) Day period, CenturyLink shall provide any data
back-up to CLEC upon the request of CLEC. lf the forty-five (45) Day
period has expired, CenturyLink may provide the data back-up at CLEC's
expense.
58.4.2 CenturyLink shall provide Recorded Usage Data to CLEC billing locations
as agreed to by the Parties.
58.4.3 CenturyLink shall bill and CLEC shall pay the charges for Recorded
Usage Data. Billing and payment shall be in accordance with the
applicable terms and conditions set forth herein.
58.5 Charges
58.5.1 CenturyLink will deliver one monthly statement for Usage Data Billing
Services in the medium selected by CLEC in the start-up process.
a. lnvoices will be provided in a standard Carrier Access Billing
format or other such format as CenturyLink may determine;
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b. The Parties will work cooperatively to exchange information to
facilitate the billing of lncollecUOutcollect and inter/intra-region
alternately billed messages. CenturyLink shall settle with CLEC
for both intra-region and inter-region billing exchanges of calling
card, bill-to-third party, and collect calls under separately
negotiated settlement arrangements.
c. CenturyLink shall bill for message provisioning and the provision
of usage records.
58.6 Testing, Changes and Controls
58.6.1 The Recorded Usage Data format, content, and transmission process
shall be tested as agreed upon by CLEC and Centurylink.
58.6.2 Control procedures for all usage transferred between CenturyLink and
CLEC shall be available for periodic review and errors must be identified
and jointly resolved as they occur. The resolution may include changes
to control procedures, so similar problems would be avoided in the future.
Any changes to control procedures would need to be mutually agreed
upon by CLEC and CenturyLink.
CENTURYLINK ACGESS TO INFORMATION RELATED TO CLEC CUSTOMERS
59.1 Centurylink shall have the right to access, use and disclose information related
to CLEC End Users that is in CenturyLink's possession (including, but not limited
to, in CenturyLink OSS) to the extent such access, use and/or disclosure is
required by law or is necessary to enforce CenturyLink's rights, or is authorized
by the CLEC in the manner required by Applicable Law.
59.2 Upon request by CenturyLink, CLEC shall negotiate in good faith and enter into a
contract with Centurylink, pursuant to which CenturyLink may obtain access to
CLEC's Operations Support Systems (including, systems for pre-ordering,
ordering, provisioning, maintenance and repair, and billing) and information
contained in such systems at terms no less favorable than CenturyLink provides
to CLEC, to permit CenturyLink to obtain information related to CLEC End Users
(as authorized by the applicable End User to permit End Users to transfer
service from one Telecommunications Carrier to another, and for such other
purposes as may be permitted by Applicable Law.
NETWORK MANAGEMENT
60.1 CLEC and CenturyLink will exchange appropriate information (e.9., network
information, maintenance contact numbers, escalation procedures, and
information required to comply with requirements of law enforcement and
national security agencies) for network management purposes. ln addition, the
Parties will apply sound network management principles to alleviate or to prevent
traffic congestion and to minimize fraud associated with third number billed calls,
calling card calls, and other services related to this Agreement.
60.2 The Parties will employ characteristics and methods of operation that will not
interfere with or impair the Parties' networks, or the network of any third parties
or affiliated companies, connected with or involved directly in the network or
facilities of Centurylink.
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60.3 CLEC shall not interfere with or impair service over any circuits, facilities or
equipment of CenturyLink, its affiliated companies, or its connecting and
concurring carriers
60.4 lf CLEC causes any impairment or interference, CenturyLink shall promptly notify
CLEC of the nature and location of the problem and that, unless promptly
rectified, a temporary discontinuance of the use of any circuit, facility or
equipment may be required. The Parties agree to work together to attempt to
promptly resolve the impairment or interference. lf CLEC is unable to promptly
remedy, then CenturyLink may, at its option, temporarily discontinue the use of
the affected circuit, facility or equipment untilthe impairment is remedied
60.5 Any violation of Applicable Law or regulation regarding the invasion of privacy of
any communications carried over a Party's facilities, or that creates hazards to
the employees of either Party or to the public, is also considered an impairment
of service.
60.6 CenturyLink shall give reasonable advance notice to CLEC of all non-scheduled
maintenance or other planned network activities to be performed by CenturyLink,
including any hardware, equipment, software, or system, providing service
functionality of which CLEC has advised CenturyLink may potentially impact
CLEC End Users.
60.7 The Parties shall provide notice of network changes and upgrades in accordance
with 47 C.F.R. SS51.325 through 51.335. CenturyLink may discontinue any
lnterconnection arrangement or Telecommunications Service, provided or
required hereunder due to network changes or upgrades after providing CLEC
notice as required by this Section. CenturyLink agrees to cooperate with CLEC
and/or the appropriate regulatory body in any transition resulting from such
discontinuation of service and to minimize the impact to customers which may
result from such discontinuance of service.
61. MAINTENANCE AND REPAIR
61.1 ln the event of an outage or trouble in any service being provided by CenturyLink
hereunder, CLEC will follow CenturyLink's standard procedures for isolating and
clearing the outage or trouble. Before submitting a repair request to Centurylink,
CLEC will isolate trouble to the CenturyLink network and must submit test results
indicating the location of the trouble when submitting the repair request.
61.2 CenturyLink shall provide repair, maintenance and testing for all resold
Telecommunications Services that CenturyLink is able to test, in accordance with
the terms and conditions of this Agreement.
61.3 During the term of this Agreement, CenturyLink shall provide necessary
maintenance business process support as well as those technical and systems
interfaces at Parity. CenturyLink shall provide CLEC with maintenance support
at Parity.
61.3.1 For purposes of service restoral, CenturyLink shall designate a CLEC
access line as an Essential Service Line (ESL) at Parity with
CenturyLink's treatment of its own End Users and applicable State law or
regulation, if any.
61.4 CenturyLink shall provide CLEC maintenance dispatch personnel on the same
schedule that it provides its own subscribers.
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61.5 On all misdirected calls from CLEC End Users requesting repair, CenturyLink
shall provide such CLEC End User with the correct CLEC repair telephone
number as such number is provided to CenturyLink by CLEC. lf CenturyLink
initiates trouble handling procedures, it will bear all costs associated with that
activity. lf CLEC requests the trouble dispatch, and either there is no trouble
found, or the trouble is determined to be beyond the End User Demarcation
Point, then CLEC will bear the cost.
62. EXPENSES
62.1 lf CenturyLink provides services or facilities to CLEC that involves expenditures
or costs not otherwise covered under this Agreement, CenturyLink will provide a
quote to CLEC for the rate or amount to be charged to CLEC for the provision of
such services or facilities, which shall reflect the costs and expenditures of
CenturyLink, including any labor costs, overhead and fixed charges, and which
may include a reasonable contribution to CenturyLink's common costs.
Following the issuance of such quote, CenturyLink shall be entitled to
reimbursement for any such services or facilities previously provided to CLEC at
the rates or amounts set forth in such quote, and CenturyLink shall not have any
obligation to provide or continue providing any such services or facilities to CLEC
until CLEC has confirmed its agreement, in writing, to compensate CenturyLink
for such services and facilities at quoted rate or amounts.
62.2 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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ARTICLE V. INTERCONNECTION, TRANSPORT AND TERMINATION OF TRAFFIC
63. SERVICES COVERED
63.1 To the extent required by Applicable Law and subject to the terms and conditions
of this Agreement, CLEC will interconnect its network with CenturyLink's network
for the transmission, routing and termination of Local Traffic, ISP-Bound Traffic,
lntraLATA LEC Toll Traffic, Local and Toll Vo|P-PSTN Traffic, Transit Traffic and
Jointly Provided Switched Access Service Traffic. This Agreement is intended
only for traffic consisting of wireline to wireline communications, not for Mobile
Wireless Service traffic, and neither Party will route Mobile Wireless Service
traffic to the other Party (other than Transit Traffic) without first executing a
separate written agreement to govern such traffic.
63.1.1 This Article governs the lnterconnection of network facilities of the
Parties, and the transport, termination and billing of Local Traffic, ISP-
Bound Traffic, lntraLATA LEC Toll Traffic, Vo|P-PSTN Traffic and Transit
Traffic between CenturyLink and CLEC.
63.1.2 The Parties shall use separate two-way Feature Group D trunks for the
exchange of equal-access lnterLATA Toll Traffic or lntraLATA Toll Traffic,
(other than lntraLATA LEC Toll Traffic, Toll Vo|P-PSTN or Jointly
Provided Switched Access Traffic), and such trunks shall be ordered out
of and subject to the applicable access Tariffs.
63.1.3 ln the event CLEC routes any traffic to CenturyLink in violation of this
Agreement, CenturyLink shall be entitled to seek injunctive relief and to
recover damages, including without limitation, compensation for such
traffic at access rates irrespective of whether a different rate might apply
to such traffic if CLEC had negotiated appropriate arrangements for
exchanging such traffic with Centurylink.
63.1.4 Each Party is solely responsible for the services it provides to its End
Users and to other providers.
NETWORK INTERCONNECTION METHODS
64.1 This Section sets forth the terms and conditions for Network lnterconnection
Methods (NlMs) provided between CenturyLink and CLEC for the
lnterconnection Facilities established between the Parties' networks.
Additionally, this Section describes the physical architecture for the
lnterconnection of the Parties' facilities and equipment required for the
transmission and routing of Local Traffic, ISP-Bound Traffic, lntraLATA LEC Toll
Traffic, VolP-PSTN Traffic, Transit Traffic and Jointly Provided Switched Access
Service Traffic.
64.2 CenturyLink shall provide lnterconnection for CLEC's facilities and equipment for
the transmission and routing of Local Traffic and lntraLATA LEC TollTraffic , at a
level of quality equal to that which CenturyLink provides to itself and Affiliates
and on rates, terms and conditions that are just, reasonable and non-
discriminatory.
64.3 PhysicalArchitecture
64.3.1 Centurylink's network architecture in any given local exchange area
and/or LATA can vary markedly from another local exchange arealLATA.
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Using one or more of the NlMs herein, the Parties will agree to a physical
architecture plan for a specific Local Calling Area. The physical
architecture plan will be discussed during joint implementation planning.
CLEC and CenturyLink agree to lnterconnect their networks through
existing and/or new lnterconnection Facilities between CLEC switch(es)
and CenturyLink's End Office Switch(es) and/or Tandem Switch(es). The
physical architecture plan will be in accordance with Forecasting and
Planning requirements in Article lV.
64.3.2 Either Party must provide thirty (30) Days' written notice of any changes
to the physical architecture plan.
64.3.3 Each Party is solely responsible for the facilities that carry OS/DA, 911 or
Mass Calling for their respective End Users. Separate trunks ordered via
ASRs at Tariffed rates must be utilized for connecting CLEC's switch(es)
to each of these services.
64.3.4 Trunk requirements for forecasting and servicing shall be based on an
overall blocking objective of one percent (1%) during the average time-
consistent busy hour, as defined by standard trunk traffic engineering
principles. For the final trunk groups between a CLEC End Office and a
Centurylink End Office, direct trunk groups are to be engineered with a
blocking objective of one percent (1%). Trunks to access Tandems
carrying Jointly Provided Switched Access Traffic and all other Tandem
trunk groups are to be engineered with a blocking objective of one-half
percent (0.5%).
64.4 Points of lnterconnection (POls)
64.4.1 CLEC must establish a minimum of one POI on CenturyLink's network
within each LATA in accordance with the terms of this Agreement. CLEC
shall establish additional POls under the following circumstances:
a. CLEC must establish a POI at each Tandem Switch in the LATA
where it wishes to exchange (i.e., receive or terminate) any types
of traffic which are permitted under Section 63.1 with CenturyLink
or where it has established codes within that Tandem serving
area.
When a Centurylink End Office Switch subtends a CenturyLink
Tandem Switch, CLEC must establish a POI at a CenturyLink End
Office when total traffic volumes exchanged between the Parties
at that particular CenturyLink End Office (inclusive of any Remote
Switches served by that End Office) exceeds, or is expected to
exceed, the thresholds as set forth in Section 64.4.2.
When a CenturyLink End Office Switch subtends a non-
Centurylink Tandem, CLEC must establish a POI at each
CenturyLink End Office Switch that subtends a non-CenturyLink
Tandem based on the thresholds as set forth in Section 64.4.2
being met.
To the extent CenturyLink's network contains multiple non-
contiguous exchanges in the LATA that are not interconnected by
CenturyLink-owned network, CLEC must establish a POI at each
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separate non-interconnected exchange or each separate group of
exchanges that are interconnected by CenturyLink-owned network
where it wishes to exchange (i.e., receive or terminate) any types
of traffic which are permitted under Section 63.1 with CenturyLink.
CLEC may be required to establish additional POls to comply with
the limitations on porting to carriers having facilities or numbering
resources in the same Rate Center, or to carriers who have
partnered with a wireline carrier for numbering resources where
the partnering carrier has facilities or numbering resources in the
same Rate Center, pursuant to the Number Portability (NP)
Section 69.
64.4.2 POlThresholds
a. When the total volume of traffic exchanged between the Parties at
a CenturyLink End Office exceeds 200,000 MOU per month for
three consecutive months, CLEC must establish a POI with
CenturyLink's End Office for the mutual exchange of traffic within
thirty (30) Days of when the traffic exceeds the MOU per month
threshold. ln situations where CenturyLink's network contains
host and Remote End Otfices, any traffic from Remote End
Offices will be included in the MOU determination of the traffic
from the host End Office.
b. Notwithstanding any other provision to the contrary, if either Party
is assessed transiting costs by a third party and such charges
associated with a single traffic exchange route between the Party
and the Tandem owner exceed five hundred dollars ($500.00) for
one month, CLEC must establish a POI with CenturyLink's End
Office for the mutual exchange of traffic within thirty (30) Days.
64.4.3 The Parties may mutually agree to establish additional POls even where
none of the conditions set forth in Sections 64.4.1 and 64.4.2 of this
Article has occurred.
64.4.4 CLEC will be responsible for engineering and maintaining its network on
its side of a POl. CenturyLink will be responsible for engineering and
maintaining its network on its side of a POl. The Parties may utilize any
Network lnterconnection Method described in this Section 64. Each Party
is responsible for the appropriate sizing, operation and maintenance of
the transport facility to a POl.
64.4.5 Provided that CLEC chooses a method of lnterconnection in Section
64.5.1, 64.5.3 or 64.5.4, each Party is financially responsible for transport
on its side of each POl. lf CLEC chooses to lease the facility from each
POI to CLEC's network from CenturyLink and the facility is within
CenturyLink's serving territory, CLEC will lease the facility from
CenturyLink as defined in Section 64.5. When CLEC uses the Bona Fide
Request (BFR) process to establish a POl, the CLEC shall bear all
reasonable costs pursuant to the BFR associated with transport on both
sides of the physical point where the two networks connect to reach
CenturyLink's End Office/host office or Tandem Switch.
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64.4.6 CLEC shall be required to establish a CLLI Code for the message/trunk
ACTL, at the CenturyLink Tandem or End Office Switch where the POI is
located.
64.4.7 lf CLEC is acting as an IXC and as a Competitive Local Exchange
Carrier, CLEC must have a unique Operating Company Number (OCN)
when ordering as Competitive Local Exchange Carrier entity. When
CLEC orders IXC Feature Group D Switched Access Services, the
access Tariff applies.
64.5 Network lnterconnection Methods for Direct lnterconnection
64.5.1 Leased Facility
Where facilities exist, CLEC may lease facilities from CenturyLink
to establish lnterconnection through CenturyLink's provision of a
DS1 or DS3 Local lnterconnection Entrance Facility and Direct
Trunked Transport. A Local lnterconnection Entrance Facility
extends from the CenturyLink Serving Wire Center to CLEC's
Switch or other CLEC Premises within CenturyLink's applicable
serving area. Local lnterconnection Entrance Facilities may not
extend beyond the area served by the CenturyLink Serving Wire
Center. The rates for Local lnterconnection Entrance Facilities
are provided in Table 1. Local lnterconnection Entrance Facilities
may not be used for Unbundled Network Elements, or in a manner
inconsistent with the requirements of Section 63.1. CenturyLink's
special Access Service is available as an alternative to
CenturyLink provided Local lnterconnection Entrance Facilities,
subject to Section 66.2.8 (a) 2. CenturyLink's Switched Access
Services are also available as an alternative to CenturyLink
provided Local lnterconnection Entrance Facilities, subject to
Section 66.2.8 (a) 3. CLEC may also lease access facilities from
a third party.
To the extent required by Applicable Law, traffic may be delivered
to each Point of lnterconnection (POl) through arrangements
offered by CenturyLink pursuant to this Agreement, a separate
Collocation agreement, or the rates, terms and conditions set forth
in Centurylink's applicable Tariff, where such Tariff is available.
64.5.2 Mid Span Fiber Meet.
a. The Parties may interconnect at a Mid Span Fiber Meet subject to
the following terms and conditions:
The Mid Span Fiber Meet, as proposed, must be at a
mutually agreeable, economically and Technically Feasible
point between CenturyLink's Serving Wire Center End
Office and CLEC's Premises, and will be within the area
served by the CenturyLink Serving Wire Center.
The Mid Span Fiber Meet will be subject to reasonable
engineering, environmental, safety and security
requirements. Such requirements shall include, without
limitation, the technical ability to accommodate testing on
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each side of the mid-span Meet Point and to provide for a
point of demarcation between the networks of each Party
and the ability to control the environment.
3. The construction of new facilities for a Mid Span Fiber
Meet is only applicable when traffic is roughly balanced.
4. CenturyLink will provide up to fifty percent (50Yo) of the
facilities needed to connect the networks of the Parties.
5. CLEC shall establish a CLLI code for the facility ACTL at
the Mid-Span Fiber Meet in addition to any other Trunk
ACTL required for the trunks in this Agreement.
6. The Mid Span Fiber Meet will be used exclusively as an
lnterconnection Facility and cannot be used for other
purposes such as Unbundled Network Elements or Access
Services.
64.5.3 Third Party ILEC Meet Point using Leased Facilities. lf CLEC's location is
in a third party ILEC's territory and CLEC chooses to interconnect with
Centurylink using a third party ILEC Meet-Point arrangement (i.e., leased
switched access facilities jointly provisioned by CenturyLink and such
third party ILEC), then any portion of such facilities provided by
CenturyLink will be ordered from CenturyLink's access Tariff.
64.5.4 Self-Provisioned. CLEC may construct or othenvise self-provision
I ntercon nection Facilities.
64.5.5 The Parties may establish other Technically Feasible methods of
lnterconnection via the Bona Fide Request (BFR) process unless a
particular arrangement has been previously provided to a third party, or is
offered by Centurylink as a product.
64.6 Direct lnterconnection at the CenturyLink Tandem
64.6.1 Subject to POI Section 64.4, lnterconnection to a CenturyLink Tandem
Switch will provide CLEC local lnterconnection to the CenturyLink End
Offices, Remote Offices and NXXs which subtend that Tandem Switch.
64.6.2 ln accordance with Transit Traffic Section 67, lnterconnection to a
CenturyLink Tandem for Transit Traffic purposes will provide access to
Telecommunications Carriers which are connected to that same Tandem
Switch.
64.6.3 CLEC is responsible for provisioning its traffic to interface into
CenturyLink's Tandem at the DS1 level, including switch port and any
muxing necessary for such purposes. lf CLEC orders Centurylink
lnterconnection Facilities for this, CLEC shall pay the applicable Local
lnterconnection Entrance Facility, Direct Trunked Transport, and
multiplexing rates from Table 1. lf CLEC orders CenturyLink's Access
Services for this, CLEC shall pay based on CenturyLink's applicable
access Tariff instead of Table 1.
64.7 Direct lnterconnection at the CenturyLink End Office
64.7.1 lnterconnection to a Centurylink End Office Switch will provide CLEC
local lnterconnection to the CenturyLink NXX codes served by that End
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Office Switch and any CenturyLink NXXs served by Remote Switches
that subtend that host End Office Switch. However, CLEC may not
directly connect to a Remote Switch nor can a Remote Switch be a POl.
64.7.2 CLEC is responsible for provisioning its traffic to interface into
CenturyLink's End Office at the DS1 level, including switch port and any
muxing necessary for such purposes. lf CLEC uses CenturyLink
lnterconnection Facilities for this, CLEC shall pay the applicable Local
lnterconnection Entrance Facility, Direct Trunked Transport, and
multiplexing rates from Table 1. lf CLEC orders CenturyLink's Access
Services for this, CLEC shall pay based on CenturyLink's applicable
access Tariff instead of Table 1.
64.8 lndirect Network Connection
64.8.1 For purposes of this Agreement, "lndirect Traffic" means traffic which is
originated by one Party and terminated to the other Party in which a third
party ILEC's Tandem switch both provides the intermediary Transit
Service and serves CenturyLink's NXXs. lndirect Network Connection for
Indirect Traffic is intended only for de minimis traffic associated with
CLEC "start-up" market entry into a CenturyLink local exchange.
Therefore lndirect Network Connection will be allowed only on routes
between CenturyLink End Offices and a CLEC switch in instances where,
and only so long as, none of the POI thresholds set forth in Section 64.4.2
have been reached.
64.8.2 lndirect Network Connection shall be accomplished by CenturyLink and
CLEC each being responsible for delivering Local Traffic, lntraLATA LEC
Toll Traffic and Vo|P-PSTN Traffic to and receiving such traffic at the
ILEC Tandem serving the CenturyLink End Office. Each Party
acknowledges that it is the originating Party's responsibility to enter into
transiting arrangements with the third party providing the Transit Services.
Each Party is responsible for the appropriate sizing, operation and
maintenance of the transport facility to the Tandem.
64.8.3 Unless the delay is caused by Century Link, if CLEC has not established
a POI within thirty (30) Days after notification from CenturyLink that CLEC
has exceeded the POI threshold in Section 64.4.2, CLEC will reimburse
CenturyLink for any transit charges billed by an intermediary carrier after
the thirty (30) Day period for traffic originated by CenturyLink. CLEC will
also reimburse CenturyLink for any transport costs that would be CLEC's
responsibility under the Direct lnterconnection terms.
64.8.4 To the extent a Party combines Local Traffic, lntraLATA LEC Toll Traffic,
Toll Vo|P-PSTN Traffic and Jointly Provided Switched Access Service
Traffic on a single trunk group for indirect delivery through a third party's
Tandem, the originating Party, at the terminating Party's request, will
declare quarterly Percentages of Local Use (PLUs). CenturyLink will
determine the jurisdiction of a call if CenturyLink has sufficient call details.
a. Such PLUs will be verifiable with either call summary records, call
detail samples or traffic study documentation. The terminating
Party should apportion per Minute Of Use (MOU) charges
appropriately.
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65. SIGNALING AND INTERCONNEGTION TRUNKING REQUIREMENTS
65.1 This Section sets forth certain signaling requirements and the terms and
conditions for lnterconnection provided by Centurylink and CLEC and provides
descriptions of the trunking requirements between CLEC and CenturyLink. This
Section describes the required and optional trunk groups for Local and Mass
Calling.
65.2 Signaling Parameters: CenturyLink and CLEC are required to provide each other
the proper signaling information (e.9., originating Calling Party Number (CPN),
Charge Number (ChN) and destination called party number, etc.) as required by
Applicable Rules and further clarified by the FCC's ICC Order to enable each
Party to issue bills in a complete and timely fashion. All CCS signaling
parameters will be provided unchanged including CPN, calling party category,
ChN and Originating Line lnformation Parameter (OLIP) on all calls. All privacy
indicators will be honored. Unless the FCC has approved a waiver petition
regarding specific technical restrictions, the ChN is to be passed unaltered in
SS7 signaling fields where it is different than CPN and ChN must not be
populated with a number associated with an intermediate switch, platform, or
gateway, or other number that designates anything other than a calling party's
charge number. Where SS7 connections exist, each Party shall pass all CCS
signaling parameters, where available, on each call carried over lnterconnection
trunks. The Parties will coordinate and exchange data as necessary to
determine the cause of the CPNiChN failure and to assist its correction.
65.3 The Parties shall use separate two-way Feature Group D trunks for the exchange
of any traffic which is not Local Traffic, except for Toll Vo|P-PSTN Traffic,
lntraLATA LEC Toll Traffic and Jointly Provided Switched Access Service Traffic
(as defined by MECAB and MECOD) and such trunks shall be ordered out of and
subject to the applicable access Tariffs. ln the event CLEC routes any traffic to
Centurylink in violation of this Section, CenturyLink shall be entitled to seek
injunctive relief and to recover damages, including without limitation,
compensation for such traffic at the rates applicable to intrastate access traffic.
65.4 One Way and Two Way Trunk Groups.
65.4.1 The Parties agree to establish bi-directional two-way trunk groups for
Local Traffic, Transit Traffic, VolP-PSTN Traffic and lntraLATA LEC Toll
Traffic that has not been routed to an IXC and separate two-way trunk
groups for Jointly Provided Switched Access Traffic. Trunks will utilize
SS7 signaling protocol. Multi-frequency (MF) signaling protocol may only
be used where CLEC can demonstrate that it is not Technically Feasible
to use SS7 or where CenturyLink otherwise agrees to use MF.
65.4.2 Bi-directional two-way trunking for Local Traffic, Transit Traffic, VolP-
PSTN Traffic, lntraLATA LEC Toll Traffic and Jointly Provided Switched
Access Traffic will be jointly provisioned and maintained.
65.4.3 The costs associated with transporting lnformation Service Traffic to
CLEC shall be the sole responsibility of CLEC. CenturyLink is not
obligated under this Agreement to provision orders for reciprocal trunks or
build facilities in the establishment of lnterconnection arrangements solely
for the delivery of lnformation Service Traffic. Facilities for lnformation
Service Traffic shall be ordered from the appropriate Tariff and CLEC will
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be obligated to pay the full cost of such facilities. An upfront charge will
apply for any new facilities or network modifications requested by CLEC
and agreed upon by CenturyLink.
65.4.4 For administrative consistency CLEC will have control for the purpose of
issuing Access Service Requests (ASRs) on two-way groups. CLEC will
also use ASRs to request or make necessary changes in trunking.
65.4.5 With respect to any two-way trunks directionalized as one-way in each
direction and separate one-way trunks previously established between
the Parties, the Parties will transition such trunks to bi-directional trunks in
accordance with the following:
a. The Parties understand that conversion of trunking arrangements
from directionalized to bi-directional requires technical and
operational coordination between the Parties. Accordingly, the
Parties agree to work together to develop a plan to identify
processes, guidelines, specifications, time frames and additional
terms and conditions necessary to support and satisfy the
standards set forth in the Agreement and implement the
conversion of trunking arrangements (the "Conversion Plan").
b. The Conversion Plan will identify all trunks to be converted from
directionalized to bi-directional arrangements.
65.4.6 Separate ancillary trunk groups may be established based on billing,
signaling, and network requirements, and will be purchased from the
applicable Tariff.
a. Ancillary trunk groups will utilize SS7 protocol. Multi-frequency
(MF) signaling protocol may only be used where CLEC can
demonstrate that it is not Technically Feasible to use SS7 or
where Centurylink otherwise agrees to use MF.
b. Separate trunk groups may be required by CenturyLink for certain
traffic types including, but not limited to:
1. 91 1iE911 Trunks;
2. Mass Calling Trunks, if applicable; and
3. Toll Free Service trunks where CLEC provides such
service to its End User customers.
65.5 Trunk Groups
65.5.1 CLEC shall provide all SS7 signaling information pursuant to Signaling
Parameters Section 65.2. For terminating Jointly Provided Switched
Access, CenturyLink will pass all SS7 signaling information including,
without limitation, any CPN and JIP received from FGD carriers. All
privacy indicators will be honored. Where available, network signaling
information such as transit network selection (TNS) parameter, Carrier
ldentification Codes (ClC) CCS platform and CIC/OZZ information (non-
SS7 environment) will be provided by CLEC wherever such information is
needed for call routing or billing. The Parties will follow all Network
Operations Forum (NOF) adopted standards and all OBF adopted
standards pertaining to TNS and CICIOZZ codes.
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65.5.2 CLEC and CenturyLink shall, where applicable, make reciprocally
available, the required trunk groups to handle different traffic types.
a. Any Local Traffic routed over Switched Access Service trunks will
be billed the intrastate terminating access rate. Neither Party shall
route Switched Access Service traffic over Local lnterconnection
Trunks.
b. Each Party shall only deliver traffic over the Local lnterconnection
Trunk Groups to the other Party's Tandem or End Office for those
NXX Codes served by that Tandem or End Office as applicable in
accordance with the LERG.
65.6 Trunk Servicing
65.6.1 Orders between the Parties to establish, add, change or disconnect
trunks shall be processed by using an Access Service Request (ASR).
CLEC will have administrative control for the purpose of issuing ASR's on
both two-way and one-way trunk groups. Parties will jointly manage the
capacity of Local lnterconnection Trunk Groups.
65.6.2 Should CLEC request trunking from CenturyLink in excess of the industry
traffic engineering design blocking standard set forth in Section 64.3.4.
CenturyLink is not obligated to provide such trunking unless CLEC agrees
in writing to pay for the excess trunking on the CenturyLink side of the
POt.
65.6.3 Utilization shall be defined as 'trunks required' as a percentage of trunks
in service. Trunks required shall be determined using design utilization
criteria stated in Section 64.3.4.
65.6.4 Underutilization: Underutilization of lnterconnection Trunks and facilities
exists when provisioned capacity of trunks in service for more than six (6)
months is greater than the current need. This over-provisioning is an
inefficient deployment and use of network resources and results in
unnecessary costs. Those situations where more capacity exists than
actual usage will be handled in the following manner:
lf a final trunk group is under seventy-five percent (75%) of CCS
capacity or a high usage trunk group is under 90% of CCS
capacity on a monthly average basis, for each month of any three
(3) consecutive months period, either Party may request the
issuance of an order to resize the trunk group, which shall be left
with not less than twenty-five percent (25o/o) excess capacity. ln
all cases POI requirements and grade of service objectives shall
be maintained.
CLEC will send an ASR to CenturyLink to trigger changes to the
Local lnterconnection Trunk Groups based on capacity
assessment.
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.
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b.
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d. ln the event that CLEC over-forecasts its trunking requirements
consistent with this Section, and CenturyLink acts upon this
forecast to its detriment, CenturyLink may recoup any actual and
reasonable expense it incurs. Such expenses will be recouped for
non-recoverable facilities.
65.7 CLEC will be responsible for engineering its network on its side of the Point of
lnterconnection (POl). CenturyLink will be responsible for engineering its
network on its side of the POl.
65.8 Where facilities are available, due dates for the installation of Local
lnterconnection Trunks covered by this Section shall be in accordance with the
Standard Practices as published on the CenturyLink Website. lf either CLEC or
CenturyLink is unable to or not ready to perform Acceptance Tests, or is unable
to accept the Local lnterconnection Trunk(s) by the due date, the Parties will
reschedule a mutually acceptable date.
65.9 Trunk Data Exchange
65.9.1 Each Party agrees to service trunk groups to the blocking criteria in
Section 64.3.4 in a timely manner when trunk groups exceed measured
blocking thresholds on an average time consistent busy hour for a twenty-
one (21) Day study period. The Parties agree that twenty-one (21) Days
is the study period duration objective unless mutually agreed otherwise.
The study period will not include a holiday.
65.10 Network Management
65.10.1 Restrictive Controls. Either Party may use reasonable 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. CLEC and CenturyLink will
immediately notify each other of any protective control action
planned or executed.
Expansive Controls. Where the capability exists, originating or
terminating traffic re-routes may be implemented by either Party to
temporarily relieve network congestion due to facility failures or
abnormal calling patterns. Re-routes will not be used to
circumvent normaltrunk servicing. Expansive controls will only be
used when mutually agreed to by the Parties.
Temporary Mass Calling. CLEC and CenturyLink shall cooperate
and share pre-planning information, where available, regarding
cross-network call-ins expected to generate large or focused
temporary increases in call volumes, to prevent or mitigate the
impact of these events on the public switched network.
65.10.2
65.1 1 Technical lnterfaces
65.11.1 CLEC is responsible for provisioning its traffic to CenturyLink's
switch port at the DS1 level, including any muxing necessary for
such purposes.
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65.11.2
65.11.3
65.12 Responsibilities of the Parties
65.12.1
65.12.2
65.12.3
65.12.4
65.12.5
65.12.6
65.12.7
65.12.8
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Standard lnterconnection facilities shall be extended superframe
(ESF) with BSZS line code where currently available.
Signaling protocol. The parties will interconnect their networks
using SS7 signaling where Technically Feasible and available as
defined in GR 905 Telcordia Standards including ISDN User Part
(ISUP) for trunk signaling and TCAP for CCS-based features in
the lnterconnection of their networks. All Network Operations
Forum (NOF) adopted standards shall be adhered to. Where
available, CenturyLink signaling services to link its Signaling
Transfer Points (STPs) for CLEC switches which connect to
CenturyLink's STPs via "A" links or for CLEC's STPs to connect to
CenturyLink's STPs via "D" links which are dedicated to the
transport of signaling for local lnterconnection, may be ordered
from the CenturyLink Tariff.
CLEC and CenturyLink will work cooperatively to install and
maintain a reliable network. CLEC and CenturyLink shall
exchange appropriate information (e.9., maintenance contact
numbers, network information, information required to comply with
law enforcement and other security agencies of the federal and
State government and such other information as the Parties shall
mutually agree) to achieve this desired reliability.
CLEC and CenturyLink will review engineering requirements as
necessary and establish semi-annual forecasts for facilities
utilization provided under this Article.
CLEC and CenturyLink will provide trained personnel with
adequate and compatible test equipment to work with each other's
technicians.
CLEC and CenturyLink will notify each other when there is any
change affecting the service requested, including the due date.
CLEC and CenturyLink will recognize that a facility handoff point
must be agreed to as part of the process of the lmplementation
Plan that establishes the demarcation for maintenance and
provisioning responsibilities for each Party.
CLEC and CenturyLink will review engineering requirements
consistent with the lmplementation Plan as described in and as
otherwise set forth in this Agreement.
CLEC and Centurylink will share responsibility for all control office
functions for Local lnterconnection Trunks and trunk groups, and
both parties shall share the overall coordination, installation, and
maintenance responsibilities for these trunks and trunk groups.
CLEC and CenturyLink will coordinate and schedule testing
activities of their own personnel, and others as applicable, to
ensure its lnterconnection trunks/trunk groups are installed per the
lnterconnection order, meet agreed-upon acceptance test
requirements, and are placed in service by the due date.
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65.12.9 CLEC and CenturyLink will perform sectionalization to determine ifa trouble is located in its facility or its portion of the
lnterconnection trunks prior to referring the trouble to each other.
65.12.10 CLEC and CenturyLink will advise each other if there is an
equipment failure which may affect the lnterconnection trunks.
65.12.11 CLEC and CenturyLink will provide each other with a trouble
reporting/repair contact number that is readily accessible and
available twenty-four (24) hours a day, seven (7) days a week.
Any changes to this contact arrangement must be immediately
provided to the other Party.
65.12.12 CLEC and CenturyLink will provide to each other test-line
numbers and access to test lines.
65.12.13 CLEC and CenturyLink will cooperatively plan and implement
coordinated repair procedures for the Meet Point and Local
lnterconnection Trunks and facilities to ensure trouble reports are
resolved in a timely and appropriate manner.
65.13 Neither Party shall use any lnterconnection, function, facility, product or service
provided under this Agreement or any other service related thereto or used in
combination therewith in any manner that interferes with or impairs service over
any facilities of either Party, its affiliated companies or other connecting
Telecommunications Carriers, prevents any carrier from using its
Telecommunication Service, impairs the quality or privacy of
Telecommunications Service to other carriers or to either Party's End Users,
causes hazards to either Party's personnel or the public, damage to either
Party's or any connecting carrier's facilities or equipment, including any
malfunction of ordering or billing systems or equipment. Upon such occurrence,
either Party may discontinue or refuse service for so long as the other Party is
violating this provision. Upon any such violation, either Party shall provide the
other Party notice of the violation at the earliest practicable time.
INTERCARRIER COMPENSATION
66.1 GeneralTerms
66.1.1 For compensation purposes, the jurisdiction of a call is determined by the
physical location of the origination and termination of such call, (i.e., the
actual geographic end point of the call) except as may otherwise be
specified herein for VolP-PSTN Traffic.
66.1.2 VolP-PSTN Traffic
Local VoIP-PSTN Traffic. CLEC and CenturyLink will exchange
LocalVo|P-PSTN Traffic on the same basis and at the same rates
as Local Traffic which is not Vo|P-PSTN Traffic. VoIP-PSTN
Traffic will be identified as either Local or non-Local by using the
originating and terminating call detail information of each call
unless the Parties specifically agree otheruvise. 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
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b.
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 Vo|P-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 unreasonably 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 VolP-PSTN Traffic, including without limitation, any
VNXX Traffic.
TollVolP-PSTN Traffic
CLEC and CenturyLink will exchange Toll Vo|P-PSTN
Traffic, including any Toll VolP-PSTN Traffic which transits
a CenturyLink Tandem, at each Party's access rates. Any
non-Local Traffic which is not Toll Vo|P-PSTN Traffic shall
be routed in accordance with Section 63.1.2. VolP-PSTN
Traffic will be identified as either Local Traffic or non-Local
Traffic by using the originating and terminating call detail
information of each call unless the Parties specifically
agree othenvise. 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 impossibleto 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 unreasonably withheld by either Party.
The facilities, or portion thereof, leased by CLEC from
CenturyLink which are used to exchange Toll Vo|P-PSTN
Traffic shall be subject to CenturyLink's interstate access
Tariff rates. CenturyLink will use the Facilities Percent
VolP Usage (Facility-PVU) factor in Table 1 to determine
the portion of the Local lnterconnection Entrance Facility,
Direct Trunked Transport, and MUX that shall be deemed
the portion of the facility used to carry Toll Vo|P-PSTN
Traffic.
2.1 The Facility-PVU factor shall be the
percentage of the total traffic CLEC routes to
CenturyLink for termination using Local
lnterconnection Trunks which is Toll VolP-PSTN
Traffic. The Facility-PVU factor shall be based on
1.
2.
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information such as the number of the CLEC's retail
VolP subscriptions in the state (e.9., as reported on
FCC Form 477),lraffic studies, actual call detail, or
other relevant and verifiable information which the
parties will exchange. At the request of either
Party, such information will be updated to
determine if the Facility-PVU factor continues to be
accurate, and if the updated information indicates
that an adjustment of the factor is appropriate, the
Parties shall amend the Agreement to reflect a
more current factor.
3. Any factors established by the Parties under Vo|P-PSTN
Traffic Section 66.1.2 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.
66.2 Compensation for Transport and Termination of Local Traffic
66.2.1 Reciprocal Compensation applies for transport and termination of Local
Traffic terminated by either Party.
66.2.2 The rate elements for transporting and terminating Local Traffic can be
found in Table 1.
66.2.3 The terminating Party may bill the other Party Reciprocal Compensation
for all Local Traffic MOU routed by the other Party for termination.
66.2.4 CLEC and Centurylink agree to terminate each other's ISP-Bound Traffic
on a Bill and Keep basis. "Bill and Keep" shall mean that the originating
Party has no obligation to pay terminating charges to the terminating
Party.
66.2.5 Recording for Reciprocal Compensation
a. Each Party will calculate terminating MOU based on standard
Automatic Message Accounting (AMA) recordings made within
each Party's network. These recordings are the basis for each
Party to generate bills to the other Party. For purposes of
Reciprocal Compensation only, measurement of MOU over Local
lnterconnection Trunk Groups shall be in actual conversation
seconds. The total conversation seconds over each individual
Local lnterconnection Trunk Group will be totaled for the entire
monthly bill and then rounded to the next whole minute.
Notwithstanding the above, either Party may use its SS7 data to
verify and adjust billing as appropriate.
66.2.6 Recording for lndirect lnterconnection
a. For any traffic exchanged between the Parties via third party
Tandems, each Party will either record the traffic it terminates in
accordance with this Section, or will utilize records provided by the
Tandem provider to invoice for traffic terminating on its network.
66.2.7 Billing Elements for LocalTransport and Termination
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The transport and termination elements for Local Traffic depend
on the type of lnterconnection between the Parties.
1. When the POI is connected to the CenturyLink Tandem
Switch or in a Mid-Span Fiber Meet arrangement
connected to the CenturyLink Tandem Switch, when calls
from CLEC End Users are terminating to CenturyLink End
Users through the CenturyLink Tandem Switch, CLEC will
pay CenturyLink Tandem Switching, Common Transport,
and End Office termination. CLEC shall also pay Common
Transport for calls that terminate at a CenturyLink Remote
Switch served by the CenturyLink host End Office Switch.
When the POI is connected to the CenturyLink End Office
Switch or in a Mid-Span Fiber Meet arrangement
connected to the CenturyLink End Office Switch, and calls
from CLEC End Users are terminating to CenturyLink End
Users through the End Office Switch, CLEC shall pay
CenturyLink End Office termination. CLEC shall also pay
Common Transport for calls that terminate at a
CenturyLink Remote Switch served by the CenturyLink
host End Office Switch.
For lndirect Network Connection, CLEC shall pay Common
Transport and End Office termination for calls that
terminate at a CenturyLink End Office Switch.
66.2.8 Billing Elements for lnterconnection Facility
a. Local lnterconnection Entrance Facility
1. Recurring and nonrecurring rates for Local lnterconnection
Entrance Facilities are specified in Table 1 and will apply for those
DS1 or DS3 facilities dedicated to use as lnterconnection and
ordered as lnterconnection Facilities.
2. lf CLEC chooses to provision facilities over an existing facility
purchased as specialAccess Service from the CenturyLink state or
FCC access Tariffs, the rates from those Tariffs will apply instead
of Local lnterconnection Entrance Facility charges from Table 1.
3. lf CLEC chooses to order lnterconnection Facilities as
Switched Access Service from the CenturyLink state and FCC
access Tariffs, the rates from those Tariffs will apply instead of
Local lnterconnection Entrance Facility, DTT, and MUX charges
from Table 1.
b. Recurring rates for Direct Trunked Transport (DTT) are specified in
Table 1 and will apply for those DS1 or DS3 facilities dedicated to use as
lnterconnection and ordered as lnterconnection Facilities. Direct Trunked
Transport (DTT) is available between the Serving Wire Center of the
Local lnterconnection Entrance Facility or Collocation and the terminating
and/or transiting Tandem Switch or End Office Switches.
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1. When DTT is provided to a Tandem Switch, the applicable
DTT rate elements apply between the Serving Wire Center and
the Tandem Switch. Tandem Switching and Common Transport
rate elements apply for delivery of traffic to the terminating End Office
Switch.
2. Rate band shall be determined for DTT based on the combination of
the Serving Wire Center and the Tandem Switch or End Office Switch.
Pending system conversions may require a change to a new standard
DTT rate structure which will be reflected in an amended Table 1.
3. lf the Parties elect to establish two-way Local lnterconnection
Trunks for reciprocal exchange of traffic, the cost of the two-way
Local lnterconnection Entrance Facility and DTT shall be shared
among the Parties.
(i) CenturyLink will bill CLEC for the entire DTT and Local
lnterconnection Entrance Facility provided by CenturyLink
at the rates in Table 1. CLEC will bill CenturyLink for
CenturyLink's portion of the same DTT and Local
lnterconnection Entrance Facility based on the portion
defined in 66.2.8.b.3.ii and at the rates in Table 1.
(ii) CenturyLink's portion of the DTT and Local
lnterconnection Facility will be based on the factor
determined by CenturyLink using the following to assign
the minutes for which CenturyLink is responsible
. All CenturyLink originated lntraLATA LEC Toll MOU
that CenturyLink sends to CLEC.
o All other minutes are CLEC's responsibility for
purposes of allocating the shared costs.
66.2.9 Multiplexing (DS1/DS3 MUX) is available atthe rate specified in Table 1.
lf the lnterconnection Facility was ordered as Switched Access Service,
then the Tariffed rates apply instead of the MUX rates from Table 1.
66.2.10 Trunk Nonrecurring charges
66.2.10.1 lnstallation and Disconnect nonrecurring charges may be
assessed by the provider for each lnterconnection Trunk ordered at the
rates in Table 1.
66.2.10.2 Nonrecurring charges for rearrangement may be assessed
by the provider for each lnterconnection Trunk rearrangement ordered, at
one-half (1/2) the rates specified in Table 1.
66.2.10.3 lf the lnterconnection Facility is ordered as Switched
Access Service, then the applicable Tariffed trunk nonrecurring charges
apply instead of the rates from Table 1.
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66.2.11 For purposes of compensation between the Parties, CLEC shall adopt
the Rate Center areas and Rating Points that the Commission has approved for
the lLECs. ln addition, CLEC shall assign whole NPA-NXX codes to each Rate
Center, subject to State regulatory requirements. lf CLEC only obtains
thousands blocks instead of whole NPA-NXX codes, those thousands blocks
shall remain rated to the Rate Center associated with the donating NPA-NXX
code.
66.3 Compensation of non-Local Traffic
66.3.1 Percent Local Usage
CenturyLink will determine the jurisdiction of a call if CenturyLink
has sufficient call details. When call details are insufficient to
determine the jurisdiction for the call, the CLEC will identify in
writing the Percent Local Usage (PLU) factor on each
lnterconnection order to identify its Local Traffic for Reciprocal
Compensation purposes. For non-Local Traffic, the Parties agree
to compensate one another based on the rates included in each
Party's access Tariffs. CenturyLink may request CLEC's traffic
study documentation of the PLU at any time to verify the PLU and
may compare the documentation to studies developed by
CenturyLink. Should the documentation indicate that the factor
should be changed by CenturyLink, the Parties agree that any
changes will be retroactive to all traffic which is determined to
have applied an inaccurate factor.
ln the absence of a written agreement between the Parties stating
othenvise, and except as otherwise provided under Section 66.1.2
for VolP-PSTN Traffic, the PLU shall not be deemed to account
for the jurisdiction of any traffic which may appear to be Local
Traffic based upon the originating and terminating call detail
information, where such call detail information does not accurately
reflect the true geographic end points of the call, and the Partiesmay seek appropriate compensation for such calls
notwithstanding such PLU factor.
66.3.2 Traffic originated to or directed to or through an ISP that is physically
located outside the originating End User's Local Calling Area and calls to
an ISP which are placed on a non-local basis (e.9., toll calls or 8W calls)are non-Local Traffic for compensation purposes and will be
compensated at the appropriate lnterstate or lntrastate Switched Access
Service rates.
66.3.3 VNXX Traffic is not Local Traffic for purposes of intercarrier
compensation, and such VNXX Traffic shall not be subject to Reciprocal
Compensation. lf the Parties exchange VNXX Traffic, a Party that
originates or terminates such calls shall be entitled to recover originating
or terminating access charges, except that the Party that provides the
VNXX Service that enables such VNXX Tratfic shall not be entitled to
recover access charges for such VNXX Traffic. Both Parties represent
and warrant that they are not providing VNXX Service and will not do so
unless they provide advance written notice to the other Party. Either
Party may perform traffic studies at any time to determine if VNXX Traffic
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is being exchanged with the other Party, and each Party will provide data
necessary to determine the physical, geographic location of customer
premise equipment which is associated with an NPA-NXX-XXXX.
66.3.4 lntentionally Left Blank
66.3.5 Unless othenvise required by Applicable Law, in the absence of a written
agreement between the Parties stating othenvise, any traffic which is not
included within the definition of Local Traffic or otherwise specifically
addressed in this Agreement will be compensated at Access Service
rates. The right to assess such Access Service charges shall not be
deemed to constitute authorization for CLEC to route any traffic in a
manner which is not permitted under this Agreement.
67, TRANSIT TRAFFIC
67.1 Transit Service terms in this Agreement are for the delivery of Transit Traffic.
Any Jointly Provided Switched Access Traffic that transits the CenturyLink
network will not be considered Transit Traffic and any network functions provided
by CenturyLink in connection with such Jointly Provided Switched Access will be
provided to the IXC at Switched Access Service rates.
67.2 When CenturyLink receives an unqueried call from CLEC to a telephone number
that has been ported to another service provider, rates applicable to Transit
Service will apply in addition to any query rates.
67.3 To the extent network and contractual arrangements exist with all necessary
parties throughout the term of this Agreement, CenturyLink will provide Transit
Services for CLEC's connection of its End User to a local End User of: (1) other
Competitive Local Exchange Carriers, , (2) other ILECs (including any
CenturyLink ILEC Affiliates who may be a Party to this Agreement, other than the
Centurylink ILEC Affiliate providing the Transit Service), and (3) CMRS carriers.
CenturyLink will only provide a Transit Service where CLEC is interconnected at
the same CenturyLink Tandem switch to which the terminating carrier is
interconnected. CLEC agrees not to route Transit Traffic to a non-CenturyLink
Tandem (i.e., double Tandem Transit Traffic) where the NPA-NXX of the number
called is rated within CenturyLink's Tandem serving area, and CLEC shall
reimburse CenturyLink for any terminating compensation charged to CenturyLink
by a terminating carrier as a result of any such double Tandem Transit Traffic
routed by CLEC.
67.4 lntentionally Left Blank.
67.5 ln the event Transit Traffic originated by CLEC is blocked by a third party,
CenturyLink shall have no obligation to resolve the dispute. CLEC acknowledges
that CenturyLink does not have any responsibility to pay, and CLEC indemnifies
CenturyLink against any third-party Telecommunications Carrier charges for
termination of any identifiable Transit Traffic routed to CenturyLink by CLEC.
67.6 Payment Terms and Conditions
67.6.1 CLEC shall pay a Transit Service Charge as set forth in Table 1 for any
Transit Traffic routed to Centurylink by CLEC.
67.6.2 CLEC shall be responsible for payment of Transit Service charges on
Transit Traffic routed to CenturyLink by CLEC and for any charges
assessed by the terminating carrier. CLEC agrees to enter into traffic
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exchange agreements with third-parties prior to routing any Transit Traffic
to CenturyLink for delivery to such third parties, and CLEC will indemnify,
defend and hold harmless CenturyLink against any and all charges levied
by such third-party terminating carrier with respect to Transit Traffic,
including but not limited to, termination charges related to such traffic and
attorneys' fees and expenses.
67.7 Exchange of Data
67.7.1 To the extent Technically Feasible, the Parties involved in transporting
Transit Traffic will deliver calls to each involved network with Common
Channel Signaling (CCS)/Signaling System 7 (SS7) protocol and the
appropriate ISUPffCAP messages to facilitate full interoperability and
billing functions. The Parties agree to send all message indicators,
received.
67.8 Notwithstanding any other provision to the contrary, once the volume of Transit
Traffic exchanged between CLEC and a third party exceeds the equivalent of
three (3) DSls of traffic, CenturyLink may, but shall not be obligated to, require
CLEC to establish a direct connection with the parties to whom they are sending
traffic. CenturyLink also reserves the right to require CLEC to establish a direct
connection to the third party if, in CenturyLink's sole discretion, the Tandem is at
or approaching capacity limitations. These limitations may include but are not
limited to a lack of trunk port capacity or processor capacity based on the then
existing Tandem and network configuration. Within sixty (60) Days after
CenturyLink notifies CLEC of the requirement to direct connect, CLEC shall
establish a direct lnterconnection with such third party. After sixty (60) Days, if
CLEC has not established a direct lnterconnection, with such third party,
CenturyLink may thereafter charge CLEC for such Transit Service at double the
Transit Service Charge set forth in Table 1, unless CenturyLink special access
facilities are ordered for a part of the transport route that establishes the direct
connection with the third party and the firm order confirmation due date is after
the 60 days required.
67.9 ln the event a third party files a complaint or other legal action against
CenturyLink, or threatens to do so, as a result of a controversy involving Transit
Traffic originated by CLEC which is routed to such third party, then upon written
notice GenturyLink may require CLEC to (i)directly interconnect with such third
party, or (ii) to otherwise cease using Transit Seruice of Centurylink for delivery
of ClEC-originated traffic to such third party, (iii) or to take such other action
which may be mutually acceptable to CenturyLink, and CLEC, in order to protect
and remove CenturyLink from such controversy, and CenturyLink may seek legal
or equitable relief for purposes of enforcing this paragraph.
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ARTICLE V!. NETWORK INTERFACE DEVICE
68. NETWORK INTERFACE DEVICE
68.1 CenturyLink will provide nondiscriminatory access to either side of the NlD.
Subject to this Section and its subsections, CenturyLink shall provide access to
the existing NID under the following terms and conditions.
68.2 Under no circumstances shall CLEC connect to either side of the NID or to the
End User's lnside Wiring unless the CenturyLink network is first properly
disconnected from the End User's lnside Wiring as set forth in this Article.
68.3 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's inside wiring (i.e., on the End User's side of the Demarcation Point) is
under the control of the End User. Conflicts between telephone service providers
for access to the End User's inside wire on the End User's side of the
Demarcation Point must be resolved by the End User.
68.4 CLEC may obtain access to the NID on CenturyLink's network side or the End
User Access side on a stand-alone basis to permit CLEC to connect its own loop
facilities to the Premises wiring. CLEC may not connect to the End User Access
side of the NID except in accordance with these terms,
68.5 CLEC may elect to isolate CenturyLink's network from the Customer lnside
Wiring within the NID on the End User Access side of the NlD, but CLEC shall
not perform any disconnect on the network side of the NlD. CenturyLink, at the
request of CLEC, will disconnect CenturyLink's network from the NID or will
arrange access to the network side of the NID for any purpose. The charges
reflected in Table 1 will apply to any CenturyLink dispatch for any purpose
initiated at CLEC's request. The phrase "End User Access side of the NlD" is
descriptive and does not convey any ownership or usage rights. The
demarcation point between the Local Loop (inclusive of the NID) and the End
User's lnside Wire is established pursuant to 47 C.F.R. 568.105.
68.6 CLEC shall maintain a connection to ground on its network that meets applicable
industry standards. ln the case of a NID-to-NlD connection, each Party shall
ground its NID independently of the other Party's NlD.
68.7 With respect to multiple dwelling units or multiple-unit business premises, CLEC
shall have the option of connecting directly with the End User's Premises wire, or
may connect with the End User's Premises wire via CenturyLink's NlD.
CenturyLink will provide CLEC with information that will enable its technician to
locate End User Premises wiring at NlDs that terminate multiple subscribers.
CenturyLink will dispatch a technician and tag the wiring at CLEC's request.
68.8 Any repairs, upgrade and/or rearrangements to the NID requested or required by
CLEC will be performed by CenturyLink based on the Stand Alone NID Charges
set out in Table 1.
68.9 CenturyLink will make available to CLEC any existing installed NID at the time
CLEC seeks lnterconnections to such NID to serve an End User. CenturyLink
shall be under no obligation to install a new NID in order to enable CLEC to
interconnect to such NlD.
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68.10 CLEC shall not access, remove, disconnect or in any other way rearrange
CenturyLink's loop facilities from CenturyLink's NlDs, enclosures or protectors.
CLEC shall not attach to, remove or disconnect ground wires from CenturyLink's
NlDs, enclosures or protectors. CLEC shall not remove or disconnect NID
modules, protectors or terminals (including test port connections) from
CenturyLink's NID enclosures.
68.11 CLEC may access the End User side of a Centurylink NID for the purpose of
isolating CenturyLink's Local Loop from the lnside Wiring within the NlD.
lsolation of CenturyLink's Local Loop from the Customer lnside Wiring is
achieved by removing the lnside Wiring from the NID terminals and using
appropriate method and practices to prevent bare wires from coming in contact
with such NID terminals (e.9., capping individual bare wires with ScotchloksrM).
CLEC may not remove the test port wire from the test port as the isolation
method unless CLEC subsequently inserts a dummy test port plug with a rubber
weather seal since this may damage CenturyLink's active network by allowing
the accumulation of corrosive moisture and short-circuiting insect debris within
the test port.
68.12 Any access to the End User's side of a CenturyLink NID that utilizes the NID
functionality, including a NID to NID connection, shall be considered a billable
use of the CenturyLink NlD.
68.13 CLEC shall be liable to CenturyLink for any damage to a CenturyLink NID
caused by improper or unauthorized use of CenturyLink's NID by CLEC. ln
addition to any monetary damages that Centurylink may be entitled to recover
as a result of such damages, Centurylink shall also be entitled to seek injunctive
relief to prevent further NID damages. Such damages may include but are not
limited to dispatch charges, NID replacement costs and network reconnections
and repairs.
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ARTICLE V!!. ADDITIONAL SERVICES
69. NUMBER PORTABILITY
69.1
69.2
69.3
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Definitions. For purposes of this Section governing Number Portability, the
following definitions shall apply:
69.1.1 Coordinated Hot Cut (CHC): A combined and simultaneous effort
between local service providers to perform the completion of a
Local Service Request order.
69.1.2 Donor Party: The Party that is receiving the number port request
and is relinquishing the ported number.
69.1.3 Local Routing Number (LRN): A ten (l0)-digit number that is
assigned to the network switching elements for the routing of calls
in the network.
69.1.4 Number Portability (NP): The in-place long-term method of
providing Number Portability (NP) using the LRN method.
69.1.5 Recipient Party: The Party that is initiating the number port
request and is receiving the ported number.
69.1.6 Simple Ports: Those ports meeting the FCC's definition of
"Simple" ports
69.1.7 Ten-Digit Unconditional Trigger Method (TDT): An industry-
defined PNP solution that utilizes the ten-digit Local Routing
Number to provide for an automated process that permits the work
at the Recipient Party's switch to be done autonomously from the
work at the Donor Party's switch resulting in less downtime to the
End User.
Number Portability (NP). Each Party will provide Local Number Portability
and obtain End User authorization in accordance with the Act, and applicable
FCC rules, regulations and orders as amended from time to time. CLEC shall
provide NP to CenturyLink under no less favorable terms and conditions as
when CenturyLink provides such services to CLEC. The Act requires
allowing End Users to change local service providers and retain the same
telephone number(s) within the serving Rate Center utilizing the portability
method as defined by the FCC. The Parties recognize that the Act and the
applicable FCC rules, regulations and orders limit porting to carriers having
facilities or numbering resources in the same Rate Center, or to service
providers who have partnered with a wireline carrier for numbering resources
where the partnering carrier has facilities or numbering resources in the same
Rate Center, and do not mandate location portability and the Parties will not
submit orders for such non-mandated types of portability.
Testing
69.3.1 lf CLEC has not initiated porting with CenturyLink in a specific
exchange, prior to port order submission, CLEC will conduct
testing with CenturyLink as required by the NANC LNP
Guidelines incorporated by referencein 47 C.F.R. 552.26.
69.3.2 CLEC must be NPAC certified and have met CenturyLink testing
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69.3.3
parameters prior to activating LNP. Each Party will bear its own
expenses for testing.
The Parties will cooperate to ensure effective maintenance
testing through activities such as routine testing practices,
network trouble isolation processes and review of operational
elements for translations, routing and network fault isolation.
The Parties shall cooperate in testing performed to ensure
interconnectivity between systems. The Parties shall notify each
other at least sixty (60) days in advance of any system updates
that may affect the porting operations of CLEC or CenturyLink.
Each Party shall, at each other's request, jointly perform tests to
validate the updated operations.
69.4 A Party requesting a number to be ported must send the other providing
Party a Local Service Request (LSR). lf a Party requests that the other Party
port a number, the Parties shall follow the "Local Number Portability Ordering
Process" documented on the Centurylink Wholesale Website and comply
with applicable FCC rules, regulations and orders.
69.4,1
69.3.4
69.4.2
69.4.3
69.4.4
69.4.5
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End User Non-Payment. CenturyLink will port numbers for
customers whose service has been suspended for non-payment.
However, CenturyLink will not port numbers once the customer's
service has been disconnected.
Neither Party shall be required to provide Number Portability
under this Agreement for excluded numbers defined by FCC
orders or other Applicable Law, as updated from time to time,
including but not limited to: 500 NPAs; 900 NPAs; 950 and 976
NXX number services; and OCS NXXs (i.e., numbers used
internally by either Party for its own business purposes). The
term "Official Communications Service (OCS)" means the
internaltelephone numbers used by CenturyLink or CLEC.
lnactive Numbers. CenturyLink will not port numbers not
currently being used by a CenturyLink End User or previously
reserved on an existing CenturyLink End User's account.
LERG Reassignment. Portability for an entire NXX shall be
provided by utilizing reassignment of the NXX to CLEC through
the LERG
Porting lnterval. Both Parties agree to porting intervals as
mandated by the FCC or as provided in the LNPA WG Best
Practices - http://wunv.npac.comilnpa-workinq-oroup/lnp-best
practices . The following terms shall also apply:
a. Local Number Portability (LNP) orders may not be
expedited.
b. Mass Calling Events. The Parties will notify each other at
least seven (7) Days in advance where ported numbers
are utilized. Parties will only port Mass Calling numbers
using switch translations and a choke network for call
routing. Porting on Mass Calling numbers will be handled
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69.4.6
69.4.7
69.4.8
69.4.9
69.4.10
69.4.11
69.4.12
outside the normal porting process and comply with any
applicable federal regulatory requirements or industry
guidelines developed for Mass Calling numbers.
FOC. Both Parties agree to provide a Firm Order Confirmation
(FOC) to the Recipient Party at intervals as mandated by the
FCC or as provided in the LNPA WG Best Practices.
http ://www. n pac. com/ln pa-workinq-q rou p/l np-best-practices
Project Management. For purposes of this Agreement, the
Parties will use a project management approach for the
implementation of LSRs for non-standard requests such as
coordinated cutovers including but not limited to Coordinated
Hot Cuts and after hours cutover requests. The Parties may
mutually agree on using a project management approach for
very large volumes of number ports such as a large business,
hospital or government agency cutover.
a. CLEC bears sole responsibility for any End User issues
associated with porting cutovers when CenturyLink
recommends a project approach and CLEC declines to use
such a process.
Service Order Charge. The Party receiving the LSR will bill the
Service Order charge set forth in Table 1 for each LSR received.
The Party will bill the Service Order charge for a LSR,
regardless of whether that LSR is later supplemented, clarified
or cancelled. The receiving Party will also bill an additional
Service Order charge for supplements to any LSR submitted to
clarify, correct, change or cancel a previously submitted LSR.
lntentionally Left Blank.
When CenturyLink receives an un-queried call from CLEC to a
telephone number that has been ported to another local services
provider, the Transit rate in Table 1 and the LNP query charge
found in Table 1 will apply.
IXC Revenue. When an IXC terminates an lnterLATA or
lntraLATA toll call to either Party's local exchange customer
whose telephone number has been ported from one party to the
other, the Parties agree that the Party to whom the number has
been ported shall be entitled to revenue from the IXC for those
access elements it actually provides including, but not limited to
end office switching, local transport, RlC, and CCL. The Party
from whom the number has been ported shall be entitled to
receive revenue from the IXC for those access elements it
actually provides including, but not limited to any entrance
facility fees, access Tandem fees and appropriate local transport
charges
When a ported telephone number becomes vacant, e.9., the
telephone number is no longer in service by the original End
User, the ported telephone number will snap-back to the LERG-
assigned thousands block holder or the NXX code holder if
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69.4.13
pooling is being utilized in the Rate Center.
Each Party shall become responsible for the End User's other
ancillary services (e.9., E911, Directory Listings, Operator
Services, Line lnformation Database (LIDB)) when the port of
the End User's telephone number to its switch is completed.
69.5 Cut-Over Process for Number Porting Orders
69.5.1 Ten-Digit Unconditional Trigger Method (TDT) Cut-Over
a. Where Technically Feasible, both Parties will use PNP-
LRN cut-overs, which rely upon the TDT for porting
numbers. CenturyLink will update its Website to identify
the circumstances of which it is aware where use of TDT is
not Technically Feasible.
b. Setting of ten digit triggers or an alternative must be used
as shown in the FCC mandated NANC LNP Process Flowsat http://wrvw.npac.com/lnpa-workinq-qroup/nanc-lnp-orocess-
flows (See Flows 9 and 10).
Coordinated Hot Cuts (CHC)
a. Where the Parties agree or are required to implement a
CHC to effectuate a service cut-over, the Parties shall
follow the process and procedures for such CHCs set forth
in the CenturyLink Standard Practices.
b. Pricing for Number Portability CHCs
1. When a Recipient Party orders CHC service, the
Donor Party shall charge, and the Recipient Party
shall pay, the applicable Charges set forth in Table
1.
2. Coordination of Service Order work outside normal
business hours shall be at requesting Party's
expense. Premium and overtime rates will apply,
as applicable, for Service Order work performed
outside normal business hours, weekends, and
holidays.
3. 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.
ACGESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF.WAY
70.1 Via Taritf 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. 5153(46), CenturyLink
and CLEC 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 in a separate written agreement and in accordance with Applicable Law
and regulations. Accordingly, if CenturyLink or CLEC desires access to the other
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69.5.2
70.
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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.
70.2 Pole Attachment & Conduit Occupancy Agreements. CLEC agrees that pole
attachment and conduit occupancy agreements must be executed separately
before it makes any pole attachments to CenturyLink's facilities or uses
CenturyLink's conduit. Unauthorized pole attachments or unauthorized use of
conduit will constitute a material breach of this Agreement.
BASIC 911 AND E911 SERVICE
71.1 E91 1 Universal Emergency Number Service is provided by CenturyLink to CLEC
serving End Users in a geographic area where CenturyLink is the 911 Service
Provider.
71.2 CenturyLink's Responsibilities: When CenturyLink is designated by the PSAP as
the primary 911 Service Provider in a geographic area in which CLEC furnishes
local Telephone Exchange Service, CenturyLink shall have the obligations in this
Section.
71.2.1 Call Routing
71.2.1.1 Centurylink will switch 911 calls through the Selective
Router to the designated primary PSAP or to designated
alternate locations, according to routing criteria specified
by the PSAP.
71.2.1.2 CenturyLink will forward the calling party number (ANI) it
receives from CLEC and the associated 911 Automatic
Location ldentification (ALl) to the PSAP for display. lf no
ANI is forwarded by CLEC, CenturyLink will route the call
to the "Default" ESN assigned to CLEC's 911 trunk group
and will fonruard an identification code for display at the
designated "Default" PSAP associated with the "Default"
ESN. lf the ANI is forwarded by CLEC but no ALI record is
found in the 911 DBMS, CenturyLink will report this "No
Record Found" condition to CLEC in accordance with
NENA standards.
71.2.2 Facilities and Trunking
71.2.2.1 CenturyLink will provide transport facilities to interconnect
CLEC to CenturyLink's SR, at standard CenturyLink
Access tariff rates. Additionally, when diverse facilities are
requested by CLEC, CenturyLink will provide such diversity
where Technically Feasible and facilities are available at
standard CenturyLink Access tariff rates. lf the CLEC
provides its own transport facilities or uses the facilities ofa third party for interconnection of 911 circuits to
CenturyLink's SR, it is the CLEC's responsibility to
maintain and monitor the diversity of such interconnection
facilities
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71.2.2.2
71.2.3 Database
71.2.3.1
71.2.3.2
71.2.3.3
71.2.3.4
71.2.3.5
71.2.3.6
Upon written request by CLEC, CenturyLink shall, in a
timely fashion and at no charge, provide CLEC with a
description of the geographic area (or rate centers) and
PSAPs served by the 911 Selective Router(s) based upon
the standards set forth in the May 1997 NENA
Recommended Standards for Local Service Provider
lnterconnection lnformation Sharing, or any subsequent
revision(s) thereto.
Where CenturyLink manages the ALI database,
CenturyLink shall store CLEC's End User 9'11 records.
Where CenturyLink is the ALI database provider,
CenturyLink shall coordinate access to the CenturyLink
DBMS for the initial loading and updating of CLEC's End
User 911 records. For such purposes, CenturyLink will
provide CLEC with access to WebDBMS, which is a
customer interface to the DBMS which restricts CLEC
access to CLEC End User records only, and is used for
viewing and coordinating electronic file processing of such
End User records. CenturyLink shall provide CLEC with a
password to the WebDBMS, and CLEC shall be
responsible for maintaining confidentiality and use of such
password.
CenturyLink ALI database shall accept electronically
transmitted files that are based upon NENA standards.
Manual entry shall only be allowed in the event the DBMS
is not functioning, or if CenturyLink has specifically agreed
pursuant to separate written terms setting forth such
arrangements, including compensation at the rates found
in Table 1.
CenturyLink will provide an error and status report for
CLEC's End User records received from CLEC. This
report will be provided in a timely fashion in accordance
with the methods and procedures to be provided to CLEC.
Where CenturyLink manages the ALI database,
Centurylink shall provide CLEC with one electronic file
containing the Master Street Address Guide (MSAG)
annually for each county in the State for which this
Agreement is applicable, in which CenturyLink is the 911
Service Provider, and in which CLEC exchanges Local
Traffic with CenturyLink.. Additional copies of the MSAG
file are available at the rate set forth in Table 1.
Where CenturyLink manages the ALI database,
Centurylink shall establish a process for the management
of NPA splits by populating the ALI database with the
appropriate NPA codes.
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71.3 CLEC's Responsibilities. Where CenturyLink is the 911 Service Provider, CLEC
shall have the obligations in this Section.
71.3.1 Call Routing
71.3.1.1
71.3.1.2
71.3.1.3
71.3.2 Facilities and Trunking
71.3.2.1 CLEC or its agent shall order and maintain a minimum of
one 911 dedicated DS1 facility for each SR with a
minimum of two one-way outgoing DSO trunks dedicated
for originating 911 calls to reach each applicable PSAP
served by such SR. CLEC or its agent will provision these
facilities in accordance with applicable NENA standards;
CLEC or its agent shall engineer its 911 Trunks to attain a
minimum of P.01 grade of service as measured using the
"busy day/busy hour criteria or, at such higher grade of
service as required by Applicable Law or duly authorized
governmental authority.
CLEC or its agent acknowledges that End Users in a single
Local Calling Area may be served by different SRs, and
that CLEC or its agent shall be responsible for providing
sufficient transport facilities and trunking to route 911 calls
from its End Users to each of the proper 911 SRs.
CLEC or its agent is responsible for providing a separate
911 trunk group for each county or other geographic area
that CLEC serves if the PSAP for such county or
geographic area has a specified varying default routing
condition. lf CLEC or its agent uses MF signaling, it must
transmit 911 traffic over a separate 911 trunk group for
each NPA (area code) served by affected PSAPS.
Where diverse routing to CenturyLink SRs is desired by
CLEC or required by the applicable PSAP or as otherwise
necessary for the proper routing of 911 calls to the
appropriate PSAP, then CLEC is responsible for ordering
such facilities at CLEC's expense.
CLEC is responsible for determining and maintaining the
proper quantity of 911 dedicated one-way outgoing trunks
and facilities from its switch(es) to the CenturyLink SR.
CLEC or its agent shall monitor its 911 trunks for the
purpose of determining originating network traffic volumes.
lf CLEC's traffic study indicates that additional trunks are
needed to meet the current level of 911 call volumes,
71.3.2.2
71.3.2.3
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CLEC will transport 911 calls to the applicable CenturyLink
Selective Router.
Where supported by CenturyLink and where Technically
Feasible, CLEC may implement 911 Service using a
Dynamic 911 solution.
CLEC will forward the ANI information of the party calling
911 to the applicable CenturyLink Selective Router.
71.3.2.4
71.3.2.5
71.3.2.6
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CLEC shall order additional dedicated 911 facilities from
CenturyLink at the rates set forth in Table 1 or require its
agent to order such facilities.
CLEC agrees that it will not pass live 911 traffic until
successfultesting is completed by both Parties.
71.3.3 Selective Router Port Charges/Terminations for Connecting Companies
71.3.3.1 When the CLEC is provisioning the 911 trunks, the CLEC
will be charged a monthly recurring and one-time selective
router port charge per trunk to establish the connection to
each applicable SR that provides connectivity for incoming
911 trunks to enable CLEC access to the Emergency
Services network.
Once 911 Trunks have been established and tested
between CLEC and appropriate SRs, CLEC or its agent
shall be responsible for providing CLEC's End User
records to CenturyLink for inclusion in CenturyLink's ALI
database.
CLEC shall assign a 911 database coordinator charged
with the responsibility of fonvarding CLEC End User ALI
record information to CenturyLink.
CLEC shall provide initial and ongoing updates of CLEC's
911 records that are MSAG-valid in electronic format
based upon established NENA standards. CLEC shall
provide information on new subscribers to CenturyLink
within one (1) Business Day of the order completion.
Centurylink shall update the database within two (2)
Business Days of receiving the data from CLEC. lf
CenturyLink detects an error in the CLEC provided data,
the data shall be returned to the Company lD owner within
two (2) Business Days from when it was provided to
CenturyLink. CLEC shall respond to requests from
CenturyLink to make corrections to database record errors
by uploading corrected records within two (2) Business
Days. Manual entry shall be allowed only in the event that
the system is not functioning properly or if CenturyLink has
specifically agreed pursuant to separate written terms
setting forth such arrangements, including compensation at
the rates found in Table 1.
CLEC assumes all responsibility for the accuracy of the
data that CLEC or their agent provides to CenturyLink.
CLEC shall adopt use of a Company lD on all CLEC 911
Records in accordance with NENA standards. The
Company lD is used to identify the carrier of record in
facility config urations.
71.3.4.2
71.3.4.3
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71.3.2.7
71.3.4 Database
71.3.4.1
71.3.4.4
71.3.4.5
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71.3.4.6 CLEC shall be solely responsible for providing test records
and conducting callthrough testing on all new exchanges.
71.3.5 Other
71.3.5.1 CLEC shall obtain its own pANls for each PSAP to which
CenturyLink provides or shall provide coverage, and shall
supply these pANls to CenturyLink for the Selective
Routers servicing each such PSAP. lf warranted by traffic
volume growth, or if upon request by a PSAP or other
governmental or quasi-governmental entity, CLEC shall
promptly obtain the appropriate number of additional
pANls to be allocated to each PSAP as may be
appropriate under the circumstances.
71.3.5.2 CLEC is responsible for collecting from its retail End Users
any applicable 911 surcharges required by law to be
assessed and remit such surcharges to the appropriate
entity or entities specified by Applicable Law.
71.4 Responsibilities of Both Parties
71.4.1 The Parties shall jointly coordinate the provisioning of transport capacity
sufficient to route originating 911 calls from CLEC to the designated
CenturyLink 91 1 Selective Router(s).
71.4.2 Where SS7 connectivity is available and required by the applicable
PSAP, the Parties agree to implement Common Channel Signaling
trunking rather than CAMA MF trunking.
71.4.3 CenturyLink and CLEC will cooperate to promptly test all trunks and
facilities between CLEC's switch and the CenturyLink SR(s) in
accordance with industry standards.
71.4.4 CLEC is responsible for the isolation, coordination and restoration of all
911 network maintenance problems on its network (including any facilities
not from CenturyLink). Centurylink will be responsible for the isolation,
coordination and restoration of all 911 network maintenance problems on
its network. CLEC is responsible for advising CenturyLink of the 2-6 code
(TSC) and the fact that the trunk group is a 911 trunk group when
notifying CenturyLink of a failure or outage. The Parties agree to work
cooperatively and expeditiously to resolve any 911 outage. CenturyLink
will refer network trouble to CLEC if no defect is found in CenturyLink's
911 network. The Parties agree that 911 network problem resolution will
be managed expeditiously at alltimes.
71.5 CenturyLink 911 Transit Service
71.5.1 When CenturyLink is not the Primary 911 Service Provider, CenturyLink
may provide a 9'11 Transit Service to transport CLEC's 911 calls to the
primary 911 Service Provider designated by the applicable PSAP(s). This
Section becomes applicable when CLEC utilizes 911 Transit Service
from CenturyLink. Such 911 Transit Service is subject to the rates set
forth in Table 1, which 911 transit charges shall be in addition to any
applicable charges for 911 Service provided to CLEC.
71.5.2 Where CLEC utilizes CenturyLink's 911 Transit Service:
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71.5.2.1 CLEC holds CenturyLink harmless from and against any
liability to CLEC or its End Users arising from any failure by
PSAP(s) or their designated agent(s) to properly route,
receive or respond to 911 calls.
71.5.2.2 CLEC will take appropriate steps to notify all PSAP(s)
within CLEC's service territory with accurate contact
information, including a name and telephone number that
can be used by the PSAP(s) to reach CLEC in the event of
911 network problems or an emergency requiring
availability of a contact. CenturyLink shall have no liability
to CLEC arising out of any failure by CLEC to provide
PSAP(s) with appropriate contact information, and to
update such information as needed. CenturyLink shall be
entitled to immediately terminate 911 Transit Service to
CLEC if (1) CenturyLink is advised by any applicable
PSAP(s) that CLEC has not provided the PSAP(s) with
appropriate contact information, and if (2) Level 3 fails to
correct any erroneous or missing contact information within
twenty four (24) hours notice to Level 3 by CenturyLink.
71.5.2.3 CLEC indemnifies CenturyLink from and against fees or
charges, if any, that a third party might seek to assess for
transporting CLEC's 911 calls beyond the point of
lnterconnection established between CenturyLink and the
PSAP(s) designated agent or the primary 911 Service
Provider.
71.6 Methods and Practices
71.6.1 Each Party will comply with all of the following to the extent that they
apply to 911 Service: (i) all FCC and applicable state Commission rules
and regulations, (ii) any requirements imposed by any Governmental
Authority other than a Commission.
71.7 Ordering
71.7.1 CLEC will identify geographic territory. CLEC will provide service in its
trunk forecast submitted to CenturyLink. CLEC will be informed of the
applicable SR(s) and configuration required by CenturyLink as part of the
pre-ordering process.
71.7.2 CLEC is responsible for contacting appropriate PSAP(s) or state
entity(ies) that have jurisdiction in the geographic area(s) in which CLEC
is implementing service, and to provide required information to such
PSAP(s) or government entities as required by such PSAP(s) or
government entities prior to initiating the pre-ordering process for 911
Service provided by CenturyLink.
71.8 Basis of Compensation
71.8.1 Compensation to CenturyLink for provision of 911 Service will be in
accordance with the charges set forth in Table 1.
71.8.2 Charges will begin on the date of connection to 911 Service.
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71.8.3 ln satisfaction of CLEC orders or requests related to 911 Service,
CenturyLink may be required to make expenditures or otherwise incur
costs that are not otherwise listed in this Section. ln such event
CenturyLink is entitled to reimbursement from CLEC for all such costs
provided that CenturyLink first notifies CLEC of the costs and obtains
CLEC's concurrence to proceed with fulfilling the order or request. For all
such costs and expenses CenturyLink shall receive through individual
case basis (lCBs) non-recurring charges (NRCs) the actual costs and
expenses incurred, including labor costs and expenses, overhead andfixed charges, and may include a reasonable contribution to
CenturyLink's common costs.
71.9 Liability
71.9.1 911 Service is provided by CenturyLink subject to limitation of liability
under Applicable Law and the following subsections.
71.9.2 CenturyLink's entire liability to CLEC or any person fgr interruption or
failure of any aspect of 911 Service shall be limited by the terms set forth
in this Section, and in any sections of other Articles which apply to the
provision of services by Centurylink. 911 Service is offered solely to
assist CLEC in providing 911 Service to its End Users in conjunction with
applicable fire, police, and other public safety agencies. By providing 911
Service to CLEC, Centurylink does not create any relationship or
obligation, direct or indirect, to any third party other than CLEC.
CenturyLink shall not be liable for any mistakes, omissions, interruptions,
delays, errors or defects in transmission or service caused or contributed
to by acts or omissions of any person other than Centurylink, or arising
from the use of CLEC provided facilities or equipment.
71.9.3 CenturyLink shall not be liable for damages, whether in contract, tort, or
otherwise, caused by an act or omission of CenturyLink in the good faith
release of information not in the public record, including nonpublished or
nonlisted subscriber information to PSAPs or other agencies responding
to calls using such information to provide a 911 Service.
71.9.4 lt is the obligation of CLEC to properly route all 911 calls from CLEC's
End Users. Centurylink shall not have any responsibility for 911 calls
that carry foreign dial tone, whether they originate within or outside of
CLEC's service area.
72. DIRECTORY ASSISTANCE
72.1 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 CLEC for DA services to CLEC's subscribers also
populates the national DA database, then CLEC's DA listings have been made
available to CenturyLink's subscribers and no further effort is needed by either
Party. lf for any reason, CLEC desires that CenturyLink act as a middleman
conduit for the placement of CLEC's DA listings in the DA database(s), then
CenturyLink shall provide such compensable DA listings service pursuant to
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separate written terms and conditions between CenturyLink and CLEC which will
be attached to this Agreement as an Amendment.
DIRECTORY LISTINGS SERVICE
73.1 These requirements pertain to CenturyLink's Listings Service Request process
that enables CLEC to (i) submit CLEC End User information for inclusion in
Directory Listings databases; and (ii) submit CLEC End User information for
inclusion in published directories.
73.2 When implemented by the Parties, CenturyLink shall accept orders on a real-time
basis via electronic interface in accordance with OBF Directory Service Request
standards within three (3) months of the effective date of this Agreement. ln the
interim, CenturyLink shall create a standard format and order process by which
CLEC can place an order with a single point of contact within CenturyLink.
73.3 Centurylink will provide to CLEC the following Directory Listing Migration
Options:
73.3.1 Migrate "As ls". Retain all white page listings for the End User in both DA
and DL. Transfer ownership and billing for white page listings to CLEC.
73.3.2 Migrate with Changes. lncorporate the specified changes (e.9., additional
listings order, deletions, or other changes to existing listing information).
Transfer ownership and billing for the white page listings to CLEC.
73.3.3 CenturyLink shall update and maintain directory listings information to
reflect which of the following categories CLEC subscribers fall into:
a. "LISTED" means the listing information is available for all directory
requirements;
b. 'NON-LISTED" means the listing information is available for all
directory requirements, but the information does not appear in the
published street directory;
c. 'NON-PUBLISHED" means that a directory service may confirm,
by name and address, the presence of a listing, but the telephone
number is not available. The listing information is not available in
either the published directory or directory assistance.
73.4 Based on changes submitted by CLEC, CenturyLink shall update and maintain
directory listings data for CLEC End Users who:
73.4.1 Disconnect Service;73.4.2 Change Local Provider;73.4.3 lnstall Service;73.4.4 Change any service which affects DA information;73.4.5 SpecifyNon-Solicitation;and73.4.6 Change categories from Non-Published, Non-Listed, or Listed.
79.5 CLEC shall pay for such storage and maintenance services at the rate reflected
on Table 1.
73.6 CLEC acknowledges that certain directory functions are not performed by
CenturyLink but rather are performed by and are under the control of the
directory publisher, and CenturyLink shall not have any liability to CLEC for any
acts or omissions of the publisher.
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73.
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73.7 CLEC acknowledges that for a CLEC End User's name to appear in a directory,
CLEC must either (i) submit an LSR (e.9., an LNP order) or a Directory Service
Request (DSR) reflecting a request for directory listing, or (ii) contract directly
with the publisher. lf CLEC wants to delete an End User listing from
CenturyLink's database (e.9., if CLEC contracts directly with the publisher),
CLEC must submit an appropriate LSR (such as an LNP order) or a DSR. All
orders will be subject to applicable charges reflected on Table 1.
73.8 CLEC shall provide directory listings to CenturyLink pursuant to the directory
listing and delivery requirements in the data format currently used by
CenturyLink, at a mutually agreed upon timeframe. Other formats and
requirements shall not be used unless mutually agreed to by the parties.
73.9 TraditionalWhite Pages Listings.
73.9.1 CenturyLink shall include in its master End User system database all
white pages listing information for CLEC End Users whose information
was properly submitted a DSR.
73.9.2 CLEC shall pay for all requested listings for such address at the rate
reflected on Table 1. A basic White Pages listing is defined as a
customer name, address and one primary telephone number.
73.9.3 CLEC agrees to provide customer listing information for CLEC's
subscribers to CenturyLink, at no charge, Centurylink will provide CLEC
with the appropriate format for provision of CLEC customer listing
information to CenturyLink. The parties agree to adopt a mutually
acceptable electronic format for the provision of such information as soon
as practicable.
73.9.4 CLEC will be charged a Service Order entry fee upon submission of
Service Orders into CenturyLink's Service Order Entry (SOE) System.
Service Order entry fees apply when Service Orders containing directory
records are entered into CenturyLink's SOE System initially, and when
Service Orders are entered in order to process a requested change to
directory records.
73.9.5 CLEC End User listing information will be used solely for the provision of
directory services, including the sale of directory advertising to CLEC End
Users.
73.9.6 ln addition to a basic White Pages listing, CenturyLink will provide
Tariffed White Pages listings (e.9., additional, alternate, foreign and non-
published listings) for CLEC to offer for resale to CLEC's End Users.
73.9.7 CenturyLink will accord CLEC End User listing information the same level
of confidentiality that CenturyLink accords its own proprietary customer
listing information. CenturyLink shall ensure that access to CLEC End
User proprietary listing information will be limited solely to those of
CenturyLink and CenturyLink's directory publisher's employees, agents
and contractors that are directly involved in the preparation of listings, the
production and distribution of directories, and the sale of directory
advertising. CenturyLink will advise its own employees, agents and
contractors and its directory publisher of the existence of this
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confidentiality obligation and will take appropriate measures to ensure
their compliance with this obligation.
73.9.8 CenturyLink will provide CLEC's End User listing information to any third
party to the extent required by Applicable Rules.
73.10 Other Directory Services.
73.10.1
73.10.2
73.10.3
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Both parties acknowledge that CenturyLink's directory publisher is
not a party to this Agreement and that the provisions contained in
this Agreement are not binding upon CenturyLink's directory
publisher.
CenturyLink agrees to include critical contact information
pertaining to CLEC in the "lnformation Pages" of those of its White
Pages directories containing information pages, if CLEC meets
criteria established by its directory publisher. Critical contact
information includes CLEC's business office number, repair
number, billing information number, and any other information
required to comply with applicable regulations, but not advertising
or purely promotional material. CLEC will not be charged for
inclusion of its critical contact information. The format, content
and appearance of CLEC's critical contact information must
conform to applicable directory publisher's guidelines and will be
consistent with the format, content and appearance of critical
contact information pertaining to all Competitive Local Exchange
Carriers in a directory.
The directory publisher shall maintain full authority as publisher
over its publishing policies, standards and practices, including
decisions regarding directory coverage area, directory issue
period, compilation, headings, covers, design, content or format of
directories, and directory advertising sales.
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ARTICLE VIII. PRIGING
GENERAL PRICING TERMS
74.1 All prices under this Agreement are set forth in the attachments designated Table
1 of this Agreement which are hereby incorporated into, and made a part of, this
Agreement. lf this Agreement provides for a service that does not have a
corresponding rate in Table 1, CenturyLink will develop a rate consistent with the
relevant Section.
74.2 Subject to the provisions of the Expenses Section 62, all rates provided under
this Agreement shall remain in effect for the term of this Agreement.
APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS
75.1 Interconnection. Every lnterconnection and service provided by CenturyLink,
whether direct or indirect, shall be subject to all rates, terms and conditions
contained in this Agreement, which are legitimately related to such
lnterconnection or service, including rates set forth in this Article, as in applicable
Tariffs, or as specified by the lnterconnection terms.
APPLICATION OF NON.RECURRING CHARGES
76.1 Pre-ordering:
74.
75.
76.
76.1.1
76.1.2
76.2
76.3
76.3.1
76.3.2
76.3.4
76.3.4
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"Account Establishment is a one-time charge applied the first time
that CLEC orders any service from a CenturyLink Affiliate that is a
Party to this Agreement.
"Customer Record Search" applies when CLEC requests a
summary of the services currently subscribed to by the End User
Customer.
A Service Order Charge 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; CSRs will be charged at the CSR rate. The
Service Order Charge covers the administrative order processing costs and is
not associated with the recovery of any technical or materials costs that may be
recovered through other charges. CenturyLink will bill the Service Order charge
for an LSR regardless if the LSR is later supplemented, clarified, or cancelled.
Custom Handling. These NRCs are in addition to any Pre-ordering or Ordering
and Provisioning NRCs:
"Service Order Expedite" applies if CLEC requests service prior to
the standard due date intervals.
"Coordinated Hot Cut" applies when the LSR requests a
Coordinated Hot Cut, a combined and simultaneous effort
between CenturyLink and CLEC 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 CLEC.
"NlD Outside Facility Connection" applies in addition to the ISO
when incremental fieldwork is required.
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77.rNDrvrDuAL CASE BASIS PRICING (lCB)
77.1 lndividual Case Basis (lCB) pricing will be provided by CenturyLink upon request
from CLEC for customer specific rates or terms for network services and features
for UNEs that are not otherwise provided for in this Agreement.
77.2 CenturyLink will process ICB Pricing requests upon receipt from CLEC. Price
quote intervals may vary depending upon the complexity of the request but within
thirty (30) Business Days from the receipt of the request CenturyLink shall
provide a price quote or a notification of the expected date for the quote.
77.3 The BFR process herein must be followed in connection with BFR requests
submitted by CLEC. lrrespective of whether CLEC has submitted a BRF
request, if CenturyLink provides services or facilities to CLEC that involves
expenditures or costs not otherwise covered under this Agreement, CenturyLink
may deem the use of such services or facilities by CLEC to constitute a BFR
request and may provide a quote to CLEC for the rate or amount to be charged
to CLEC for the provision of such services or facilities, which shall reflect the
costs and expenditures of CenturyLink, including any labor costs, overhead and
fixed charges, and which may include a reasonable contribution to CenturyLink's
common costs. Centurylink shall not have any obligation to provide or continue
providing any such services or facilities to CLEC until CLEC has confirmed its
agreement, in writing, to compensate CenturyLink for such services and facilities
at quoted rate or amounts.
TO BE DETERMTNED (TBD) PRICES
78.1 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'. lf a provision references a specific rate element in Table 1 and there are
no corresponding prices or rates in such Table 1, such price shall be considered
TBD.
78.2 ln the event the Parties are unable to agree upon a price for a TBD item,
CenturyLink will use the Tariffed rate, if one exists, for the most analogous
Tariffed product or service as the interim price. Either Party may then invoke the
dispute resolution process set forth in Article ll 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.
78.
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ARTICLE !X. MISCELLANEOUS
AUTHORIZATION AN D AUTHORITY
79.1 Each person whose signature appears on this Agreement represents and
warrants that he or she has authority to bind the Party on whose behalf he or she
has executed this Agreement. Each Party represents it has had the opportunity
to consult with legal counsel of its choosing, and CLEC 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.
79.2 CenturyLink represents and warrants that it is a validly existing legal entity and in
good standing under the laws of the State, and has full power and authority to
execute and deliver this Agreement and to perform its obligations under this
Agreement.
79.3 CLEC represents and warrants that it is a validly existing legal entity and in good
standing under the laws of the State, and has full power and authority to execute
and deliver this Agreement and to perform its obligations under this Agreement.
COUNTERPARTS
80.1 This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the
same instrument.
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79.
80.
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SIGNATURE PAGE
lN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and
accepted by its duly authorized representatives
Level 3 Communications, L.L.C.CenturyTel of the Gem State, lnc., dba
GenturyLink;
GenturyTel of ldaho, lnc., dba GenturyLink
GWJ,,,o'By:
Name:
Title:
Date:6/t2/20Ls
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Director - Wholesale Contracts
Gary Black
By:
Name:
Title:
Date:6/L2/20Ls
VP-Carrier Relations
/ f Ah,fr"..***
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Table 1 - Rates
KEY GODES CenturyTeiln4dano May 201t
MRC NRG Traffic Exchange Elements
fli;.:. ,,r1r,.,r1:,tliA0CoUtlt,r.E*tabli$hmenl Ghalgd , ',rtrri'ilillillll'iiir:r.rrii:,ll*lltti :,,lNRe
Account Establishment $224.07
Customer-Recor$'Search Gharges ,rUR€rilfF(
Customer Record Search - Manual $11.57
Customer Record Search - Electronic s3.23
u$age,iFilei.chargea .,.,,,rlHRC ]iNRC
[4essage Provisronlng, per message $0.000581
uata I ransmrssron, per message $0.000000
Media Charqe - per CD (Price reflects shippinq via reoular U.S. Mail)$18.00
Trip,,Charqe itRc NRC
t0007 Trip Charge $27.16
$ervice Order / lnsp-llation I Repair .ilIRC NKt
t0008 Service Order Requests for LSR - Simple $s.23
t0009 Service Order Requests tor LSR - Comple)$41.08
t0010 >ervrce uroer Kequesls Tor uuK - ulreclory LlsIInq unlv $5.64
10016 Trouble lsolation Charoe $73.32
loordinated Conversion (Hot Cut)
First Quarter Hour $19.32
{dditional Quarter Hour $19.s2
custom itlandllnq
Expedite Charges per Access Tariff
Special Access
Tarifl
Iime and Materials tcB
Stand Alone NID MRC t'lR(
2 Wire $1.2!
4 Wire $2.5€
fther NID Sizes tcE
\lD Outside Facilities Connection tcE
INTERCARRIER GOMPENSATION
tnterconnecIlon Fact,mes - !uuJ MRC NRC
-ocal lnterconnection Entrance FaciliW
)sl $117.48 $381.1
Disconnect $59.6?
DS3 tcB tcE
lnterconnection iFacilities - Tl48 MRC .NR(
Local lnterconnection Entrance Facility
DS1 $330.67 $381.1
Disconnect $59.6i
DS3 tcB tcE
lnterconnection Facilities - Direct Trunk Transport MRC ]Nfl€
DS,1 $103.44
Fixed $18.31
Per Mile $105.62
Disconnect $26.04
DS3 $103.44
Fixed $354.90
Per Mile $2,564.22
Disconnect $26.04
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Table '1 - Rates
KEY CODES May 201{
MRC NRC Traffic Exchange Elements
,,,.l|&reoiilnrffi i{iir:EacllEltis-_.lixuulfl plexlng ':.'l:WR{
)S1-DS0 (per DS1 ) - (Shelf only, rate does not include cards)$92.03 $103.,&
Disconnect $26.0,4
)S3-DS1 (per DS3)$262.00 $103.44
)isconnect $26.04
.riRsct lplal)&opantation ;ffRt ,.'rNRC
End Office - per MOU Bill and Keep N/A
landem Switching - per MOU Bill and Keep N/A
3ommon Transport - per MoU Bill and Keeo N/A
lommon Transport for lndirect Network Connection - per MoU $0.000023
VNXX Traffic - CTL Originating Access Rates
CenturyLink's
lnterstate 01
lntrastate Access
Tarifl
iltall-sltrrEewicg '.r,:..15K{r...'.rt{Rf
Transit Service Charge - per MoU $0.0050
tollrv(,lt{it..:' l'!4..t rarlc'f'TR(:Nlt(
Toll VolP-PSTN Traffic
CenturyLink's
lnterstate 01
lntrastate Access
Tarifl
CenturyLink't
lnterstate or
lntrastate Access
Tarif
:acility PVU 0o/o
Database MRC NRf
Local Number Portability query (LNP)
Per interstate
tarifl
Per interstat(
tarif
-'Ilirestory Servlces MRC .NRC
Directory - Premium & Privacy Listings
Refer to
Applicable Retail
Tarifi
Ad Hoc (Each Additional ) Galley $150.00
Directory Listings - (if CLEC not purchasing UNE Loops or Resale Services)$0.00
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Tablel-LoopBands
Exchanqe Name CLLI Band
T-148
r-148
T-148
T-148
Bruneau-Grasmere Riddle
Grasmere-Riddle
Grand View
Richfield
BRUNIDXC
GRRLIDXA
GRVWIDXC
RCFDIDXC
1
1
1
1
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