20180719Application.pdf

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July 18,2018
Ms. Diane Hanian, Secretary
Idaho Public Utilities Commission
47 2 W est Washington Street
P.O. Box 83720
Boise, Idaho 83720-001 4
Case No.: LLN -T- I 8-o Z
Application for Approval of Resale
/ c cs-T- /a'o >
Agreement
Via Overnight delivery
1600 7th Avenue, Room 1506
Seattle, Washington 98191
206-733-s236
[e-mail]
Re:
Dear Ms. Hanian:
Enclosed for filing is an Application for Approval of Interconnection Agreement along
with an original and two (2) copies of the Resale Agreement by and between CenturyTel of the
Gem State, Lrc. dlbla CenturyLink; CenturyTel of Idaho,lnc. dlbla CenturyLink and BullsEye
Telecom, Inc for the State of ldaho. Centurylink respectfully requests that this matter be placed
on the Commission Decision Meeting Agenda for expedited approval.
Please contact Maura Reynolds, Regulatory Paralegal, at [phone] should you
have any questions regarding this submission. Thank you for your assistance in this matter.
Sincerely,
Addington
Legal Assistant III
Enclosurescc: Service List
Lisa A Anderl (WSBA# 13236)
CenturyLink
1600 7th Ave, Room 1506
Seattle, Washington 98191
Telephone: [phone]
Lisa. anderl@centurylink. com
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO.:
CEN-T- tr'ot- //CA;-T- r 8-oL
APPLICATION FOR APPROVAL
OF INTERCONNECTION
AGREEMENT
CenturyTel of the Gem State, Inc. dba Centurylink and CenturyTel of Idaho, Inc. dba
CenturyLink (individually and collectively, "CenturyLink") hereby file this Application for
Approval of the Resale Agreement by and between CenturyTel of the Gem State, Inc. dba
CenturyLink and CenturyTel of Idaho, Inc. dba CenturyLink and BullsEye Telecom, Inc. for the
State of Idaho ("Agreement"). The Agreement with BullsEye Telecom, Inc. ("BullsEye") 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 o'Act").
Section 252(e)(2) of the Act directs that a state Commission may reject an agreement
reached through voluntary negotiations only if the Commission finds that: the agreement (or
portion(s) thereof) discriminates against a telecommunications carrier not a party to this
APPLICATIoN non Appnovel oF INTERCoNNECTIoN AcnEeugNr - 1
Buu-sEye Telrcou, INC.
CenturyLink
1600 76 Ave., Suite l5o6
Seattle, Washington 98191
Telephone: [phone]'7 8
agreemen! or the implementation of such an agreement (or portion) is not consistent with the
public interest, convenience and necessity.
CenturyLink respectfully submits that this Agreement provides no basis for either of
these findings, and, therefore requests that the Commission approve this Agreement
expeditiously. This Agreement is consistent with the public interest as identified in the pro-
competitive policies of the State of Idaho, the Commission, the United States Congress, and the
Federal Communications Commission. Expeditious approval of this Agreement will enable
BullsEye 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 18th day of July, 2018.
CENTURYLINK
Lisa A. Anderl
Attorney for Centurylink
Appr-rc,q,troN ron AppnovAl oF INTERCoNNECTToN AcReeueNr - 2
Bur-r-sEye TELECoM, INC.
CenturyLink
1600 76 Ave.. Suite 1506
Seattle, Washington 98191
Telephone: [phone]
CERTIFICATE OF SERVICE
I hereby certify that on this l gth day of July,20l8,I served or caused to be served
the foregoing APPLICATION FOR APPROVAL OF RESALE AGREEMENT upon the
parties of record in this matter as follows:
Diane Hanian, Secretary
Idaho Public Utilities Commission
47 2 W est Washington Street
P.O. Box 83720
Boise, Idaho 83720-0014
Diane. Han i an@puc. idaho. gov
Legal Department
BullsEye Telecom, Inc.
25925 Telegraph Road, Suite 210
Southfield, Michigan 48033
Re gulatory@bullselzetelecom. corn
Hand Delivery
U. S. Mail
XX Overnight Delivery
Facsimile
Email
Hand Delivery
U. S. Mail
Overnight Delivery
Facsimile
XX Email
Josie
APPLICRTIoN FoR APPRoVAL oF INTERCoNNECTIoN AcReeuTNT - 3
Buu-sEye TnLecovr, INC.
CenturyLink
1600 7m Ave., Suite 1506
Seattle, Washington 98191
Telephone: (206)'7 33-5178
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P.EC E IVED
?i}18 JiiL l9 AH ll:2t+
Resale Agreement
By and Between
CenturyTel of the Gem State, lnc. d/b/a CenturyLink;
CenturyTel of ldaho, lnc. d/b/a CenturyLink
and
BullsEye Telecom, !nc.
For the State of ldaho
{Y;^'N'"4r- . ;!tqnd llP
Centurylink*
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ON
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2 4ru9*Y tJr tJ{-,}}E I gtY r i3
ARTICLE I. DEFINITIONS
GENERAL RULES
ARTICLE II. GENERAL TERMS AND CONDITIONS
APPL!CATION OF THESE GENERAL TERMS AND CONDITIONS........
POSITION OF THE PARTIES
REGULATORY APPROVALS
EFFECTIVE DATE, TERM AND TERMINATION
BULLSEYE CERTIFICATION
APPLICABLE LAW
CHANGES !N LAW
AMENDMENTS...
CONFIDENTIAL I NFORMATION
CONSENT..
CONTACTS BETWEEN THE PARTIES
GENERAL DISPUTE RESOLUTION
ENTIRE AGREEMENT.................
FORCE MAJEURE
FRAUD.......
HEADINGS
INTELLECTUAL PROPERTY
LAW ENFORCEMENT
LIABILITY AND INDEMNIFICATION
SUBCONTRACTORS.......
INSURANCE
NON-EXCLUSIVE REMEDIES
RESERVATION OF RIGHTS...
NOTICES
REFERENCES
RELAT!ONSHIP OF THE PARTIES.................
SUCCESSORS AND ASSIGNS - BINDING EFFECT......
SURVIVAL
TAXES/FEES .................
TERRITORY
THIRD.PARTY BENEFICIARIES........
USE OF SERVICE
FEDERAL JURISDICTIONAL AREAS
WAIVER
WITHDRAWAL OF SERVICES
TECHNOLOGY UPGRADES
ARTICLEI!!. IMPLEMENTATION
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IMPLEMENTATION PLAN
SECURITY DEPOSIT
START.U P DOCU M ENTATION
LETTER OF AUTHORTZATTON (LOA)
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ARTICLE IV. OPERATIONAL TERMS
STANDARD PRACTICES
ESCALATION PROCEDURES
CONTACT WITH END USERS
CAPACITY PLANNING AND FORECASTS..........
ORDERING AND PROVISIONING
UNIVERSAL SERVICE FUND..........
BILLING AND PAYMENTS/DISPUTED AMOUNTS
AUDITS......
CENTURYLINK OSS INFORMATION ..............
PROVISION OF USAGE DATA
CENTURYLINK ACCESS TO INFORMATION RELATED TO BULLSEYE CUSTOMERS...
MAINTENANCE AND REPAIR
ARTICLEV. RESALE......
LOCAL TELECOMMUNICATIONS SERVICES PROV]DED FOR RESALE
GENERAL TERMS AND CONDITIONS FOR RESALE SERVICES
PRICING
LIMITATIONS AND RESTRICTIONS ON RESALE
CHANGES IN RETAIL SERVICE....
REQUIREMENTS FOR SPECIFIC SERVICES.
PRE.ORDERING AND ORDERING
ACCESS CHARGES
RESALE OF BULLSEYE'S TELECOMMUNICATIONS SERVICES
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ARTICLE VI. ADDITIONAL SERVICES....
DTRECTORY ASS!STANCE.................
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ARTICLE VII. PRICING......7',1
GENERAL PRICING TERMS
APPLICATION OF NON RECURRING CHARGES.
NON-RECURRING CHARGES (NRCS) FOR RESALE SERVTCES
TO BE DETERMTNED (TBD) PRTCES
ARTICLEVIII. MISCELLANEOUS.......72
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AUTHORIZATION AND AUTHORITY
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COUNTERPARTS .........
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This Resale Agreement is entered into by and between CenturyTel of the Gem State, lnc. d/b/a
CenturyLink, CenturyTelof ldaho, lnc. d/b/a CenturyLink ("CenturyLink"), and BullsEye Telecom,
lnc., ("BullsEye") in their capacity as certified providers of local wireline Telecommunications
Service. CenturyLink and BullsEye 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 and only in areas which
both Parties are certificated.
WHEREAS, Section 251 of the Telecommunications Act of 1996 (the "Act") imposes specific
obligations on LECs with respect to the resale of their 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 BullsEye hereby
covenant and agree as follows:
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ARTICLE I. DEFINITIONS
GENERAL RULES
1.1 Unless the context clearly indicates otherwise, the definitions setforth in this
Article of this Agreement shall apply to the entire Agreement and all
attachments incorporated by reference herein into this Agreement.
1.2 Additional definitions that are specific to the matters covered in a particular
Article, attachment or provision may appear in that Article, attachment or
provision. To the extent that there is any difference between a term which is
defined in more than one place within this Agreement, including any
attachments, a definition set forth in a specific Article, attachment or provision
shall control with respect to that Article, attachment or provision.
1.3 A defined term intended to convey the meaning stated in this Agreement is
capitalized when used. Capitalized terms that are not otherwise defined in this
Agreement, including any attachments, but are defined in the
Telecommunications Act of 1996 (Ac$ and/or the orders and rules
implementing the Act shall have the meaning set forth in the Act or in such
orders and rules.
1.4 Terms used in a Tariff shall have the meanings stated in the Tariff.
1.5 Unless the context clearly indicates otherwise, any term defined in this
Agreement which is defined or used in the singular shall include the 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 (911). As used in this Agreement,
references to 91'1 Service shall include E911 as defined herein, as appropriate.
Access Service Request (ASR): The Ordering and Billing Forum document designated
by CenturyLink to be used by the Parties to add, establish, change or disconnect services
or trunks for the purpose of providing Special Access Services, Switched Access Services,
and lnterconnection.
Access Services: lnterstate and intrastate Switched Access Services and SpecialAccess
Services, as appropriate.
Act or the Act: The Communications Act of 1 934, 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.
ACTL: Access Customer Terminal Location as defined by Telcordia.
Advanced Services: Means intrastate or interstate wireline Telecommunications Services
(including, but not limited to, ADSL, IDSL, xDSL, Frame Relay and Cell Relay) that rely on
packetized, Packet Switched or other technology that enable users to originate and
receive high-quality voice, data, graphics and/or video Telecommunications using any
technology.
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Affiliate: Shall have the meaning set forth in 47 U.S.C. 5153(2).
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 or as
subsequently revised.
As-ls Transfer (AlT): The transfer of all Telecommunications Services and features
available for resale that are currently being provided for a specific account, without the
requirements of a specific enumeration of the services and features on the Local Service
Request (LSR), with allsuch services being provided as is.
Automated Messaoe 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-
11OO-CORE, which defines the industry standard for message recording.
Bill Date: The date when a CenturyLink service is billed and/or invoiced to a customer.
The Bill Date is generally the date one (1) Day past the billing cycle close date and will
appear on any such bill or invoice.
Bill Due Date: The date that payment for a bill or invoice is due. The Bill Due Date shall
be the date thirty (30) Days from the Bill Date.
Business Dav: Monday through Friday, except for company holidays on which
CenturyLink is officially closed for business.
Certificate of Operatino Authoritv: A certification by the State Commission that BullsEye
has been authorized to operate within the State as a provider of local Telephone Exchange
Services within CenturyLink's local service area; in many states this certification is known
as a Certificate of Public Convenience and Necessity.
CIC: An acronym for Carrier ldentification Code.
CLASS: An acronym for Custom LocalArea Signaling Services. CLASS is based on the
availability of Common Channel Signaling (CCS). CLASS consists of number-translation
services such as call-forwarding and caller identification, available within a local exchange.
CLASS is a service mark of Bellcore, now Telcordia.
CLLI Codes: Common Language Location ldentifier Codes.
Commission: The State Public Service or Public Utility Commission, as applicable.
Custom Callinq Features: A set of Telecommunications Service features available to
residential and single-line business customers including call-waiting, call-forwarding and
three-party calling.
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)
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Customer Service Record Search: A process requested by a Party that typically searches
for basic account information, listing/directory information, service and equipment listing,
and billing information for a customer. The requesting Party must have obtained proper
authorization from the End User prior to requesting a Customer Service Record Search.
A Customer Service Record Search will be obtained by means of a LSR where such
request is permitted by the provisions of this Agreement.
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 the initiation of bankruptcy or
receivership proceedings by or against the Party or the failure to obtain or maintain any
certification(s) or authorization(s) from the Commission which are necessary or
appropriate for a Party to exchange traffic or order any service, facility or arrangement
under this Agreement, or notice from the 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.
Disputed Amounts: An amount or any portion of bill or invoice sent to a Party that the
billed Party contends, in good faith, is not due and payable. For an amount to qualify as
a Disputed Amount, the billed Party must provide written notice to the billing Party of the
nature and amount of the disputed charge(s) using the process and time period
established by the billing Party.
E911 or Enhanced 911 Service or E911 Service: Atelephone system which includes
network switching, database and PSAP premise elements capable of providing ALI data,
selective routing, selective transfer, fixed transfer, and a call back number.
Effective Date: The date of Commission approval of this Agreement.
Electronic lnterface: Direct access to Operations Support Systems consisting of
preordering, ordering, provisioning, maintenance and repair and billing functions.
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 otherwise
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.
Exchanqe Access: The offering of access to Telephone Exchange Services or facilities
for the purpose of the origination or termination of Telephone Toll Services).
Exchanqe Message 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).
FCC: The Federal Communications Commission.
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Federal Univercal Service Charqe (F : 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 (FUSH: A fund administered by the Universal Service
Administrative Company (USAC) into which Telecommunications Carriers pay their FUSF
contributions.
Grandfathered Seruice: A service which is no longer available for new End Users and is
limited to the current End Users at their current locations with certain provisioning
limitations, including but not limited to upgrade denials, feature adds/changes and
responsible/billing party.
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.
lnterexchange 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 TollTraffic: Telecommunications traffic between a point located in a LATA and
a point located outside such LATA.
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.
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.
Local Access and Transport Area (LATA): Shall have the meaning set forth in 47 U.S.C.
s153(31).
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Local Callinq Area (LCA): The CenturyLink localexchange area, or mandatory Extended
Area Service (EAS) exchanges, as required by the Commission or as defined in
CenturyLink's local exchange Tariffs.
Local Exchanqe Carrier (LEC): Shall have the meaning set forth in 47 U.S.C. 5153(32).
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.
North American Numberinq Plan (NANP): The system of telephone numbering employed
in the United States, Canada, and Caribbean countries for the allocation of unique 10-digit
directory numbers consisting of a three-digit area code, a three-digit office code, and a
four-digit line number. The plan also extends to format variations, prefixes, and special
code applications. NANP also sets rules for calls to be routed across these countries.
Numberino Plan Area (NPA): Also sometimes referred to as an "area code," an NPA is
the three-digit indicator, which is defined by the "A", "8", 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 alltelephone numbers
bearing such NPA are associated with services provided within that geographic area. A
Non-Geographic NPA, also known as a "Service Access Code" or "SAC Code" is typically
associated with a specialized Telecommunications Service that may be provided across
multiple geographic NPA areas. 800, 900, 700, and 888 are examples of Non-Geographic
NPAs.
NXX, NXX Code, Central Office Code or CO Code: The three-digit switch entity indicator
that is defined by the "D", "E", alld "F" digits of a ten-digit telephone number within the
NANP. Each NXX Code contains 10,000 station numbers.
Orderinq and Billinq Forum (OBn: An industry committee functioning under the auspices
of the Alliance for Telecommunications lndustry Solutions (ATIS).
Operations Support Systems (OSS):The pre-ordering, ordering, provisioning,
maintenance and repair, and billing functions supported by CenturyLink's databases and
information.
Partv or Parties: Shall mean CenturyLink, as described in the first paragraph of this
Agreement, or BullsEye depending on the context and no other entity, Affiliate, Subsidiary
or assign. Parties refers collectively to both CenturyLink and BullsEye and no other
entities, Affiliates, Subsidiaries or assigns.
Public Safetv Answerino Point (PSAP): An entity to whom authority has been lav'rfully
delegated to respond to public emergency telephone calls originating in a defined
geographic area, and may include public safety agencies such as police, fire, emergency
medical, etc., or a common bureau serving a group of such entities. A PSAP may act as
a primary or secondary, which refers to the order in which calls are directed for answering.
Primary PSAP is the PSAP to which 911 calls are routed directly from the Selective Router
and Secondary PSAPs receive calls transferred from the primary PSAP.
"Reseller" is a category of Resellers who purchase the use of finished services for the
purpose of reselling those Telecommunications Services to their End Users.
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Selective Router (SR): The switching equipment used to route 911 calls to the proper
PSAP, or other designated destinations, based upon the caller's location information and
other factors.
Service Affectinq: A Service Affecting issue or dispute shall mean that such issue or
dispute, unless resolved, places a Party's End User in immediate or imminent risk of not
being able to use the service to which that End User subscribes.
Service Order: An order submitted by BullsEye to CenturyLink ordering or changing a
service (including any porting requests) available in accordance with the terms of this
Agreement.
Standard Practices: CenturyLink Standard Practices are procedures for service ordering,
provisioning, billing, maintenance, trouble reporting and repair for wholesale services.
CenturyLink Standard Practices which may be amended from time to time.
State: The State specified in Preface and Recitals section of this Agreement.
Subsidiarv: A corporation or other legalentity 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 or
ISP-Bound Traffic or TollVolP-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 and 900 Access
Services
Tariff: Any applicable Federal or State Tariff, price list or price schedule of a Party, as
amended from time-to-time, that provides for the terms, conditions and pricing of
Telecommunications Services. A Tariff filing may be required or voluntary and may or
may not be specifically approved by the Commission or FCC. ln the event this Agreement
refers to a Tariff for a 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 or
commercial offering.
Telcordia: Means Telcordia Technologies, lnc. which is a leading provider of software and
services for the Telecommunications industry, or any successor entity providing 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(53).
Telephone Exch anoe Service: Shall have the meaning set forth in 47 U.S.C. S153(54)
Telephone Toll or Teleohone 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.
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Time and Material Charqes: Charges for non-standard or individual-case-basis work
requested by BullsEye. "Time" charges are for the cost of labor which includes, but is not
limited to, work preparation and actualwork. This labor time is multiplied by an applicable
labor rate. "Material" charges are for the cost of items required to fulfill the job
requirements.
Website: As used in this Agreement, shall mean:www.CenturyLink.com/wholesale
Wholesale Service: Telecommunications Services that CenturyLink provides at retail
services to subscribers who are not Telecommunications Carriers as set forth in 47 U.S.C.
$251(c)(4) which CenturyLink offers to qualified providers at a wholesale rate.
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ARTICLE II. GENERAL TERMS AND CONDITIONS
4.
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 General Terms & 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
of the Parties. The Parties agree that their entry into this Agreement is without
prejudice to and does not waive any positions they may have taken previously,
or may take in the future, in any legislative, regulatory, judicial or other public
forum addressing any matters, including matters related to the same types of
arrangements and/or matters related to Centurylink's rates and cost recovery
that may be covered in this Agreement. The Parties agree that this Agreement
is reciprocal where applicable. BullsEye 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 BullsEye, such terms are intended to apply only to
the extent required by Applicable Law.
REGULATORY APPROVALS
5.1 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 BullsEye 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.
EFFECTIVE DATE, TERM AND TERMINATION
6.1 Effective Date. Subject to Section 5.1, this Agreement shall become effective
on the date of Commission approval (Effective Date); however, the Parties may
agree to implement the provisions of this Agreement upon execution by both
Parties.
6.1 .1 Notwithstanding the above, no order or request for services under
this Agreement shall be processed nor shall any CenturyLink
obligation take effect before BullsEye has established a customer
account with CenturyLink and has completed any
implementation, planning, and forecasting requirements as
described in this Agreement.
6.2 Term. This Agreement shall continue for a period of three (3) years after
execution by both Parties (the 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 month-to-month basis unless and until terminated as
provided in this Agreement.
5.
6.
3.
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6.3
6.4
6.2.1 Notwithstanding the above, CenturyLink may terminate this
Agreement after six (6) consecutive months of inactivity on the
part of BullsEye. lnactivity is defined as BullsEye's failure, as
required in this Agreement, to initiate the required pre-ordering
activities, BullsEye's failure to submit any orders, or BullsEye's
failure to originate or terminate any Local Traffic.
Notice of Termination. Either Party may terminate this Agreement effective
upon the expiration of the lnitialTerm by providing written notice of termination
(Notice of Termination) at least ninety (90) Days prior to the last day of the
lnitial Term. Either Pafi may terminate this Agreement after the lnitial Term
by providing a Notice of Termination at least ninety (90) 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 6.3 and, on or before the
noticed date of termination (the End Date), either Party has requested
negotiation of a new Resale agreement, such notice shall be deemed to
constitute a Bona Fide Request to negotiate a replacement agreement for
resale 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 BullsEye 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 BullsEye may mutually agree in writing to
continue to operate on a month-to-month basis under the terms set forth
herein, subject to written notice of termination pursuant to Section 6.3. Should
the Parties not agree to continue to operate under the terms set forth herein
after one-hundred eighty (180) Days, then the provisions of Section 6.5 shall
apply. The foregoing shall not apply to the extent that this Agreement is
terminated in accordance with Section 6.6 or Section 6.7.
Termination and Post-Termination Continuation of Services. lf either Party
provides Notice of Termination pursuant to Section 6.3 and, by 11:59 p.m.
Central Time on the stated date of termination, neither Party has requested
negotiation of a new Resale agreement, then (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 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 Default within
thirty (30) Days of receipt of the written notice, provided however, that any
requirements for written notice and opportunity to cure with respect to the
failure to make timely payment of undisputed charges shall be governed
separately under Section 50. Following CenturyLink's notice to BullsEye of its
6.5
6.6
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6.7
Default, CenturyLink shall not be required to process new Service Orders until
the Default is timely cured.
Termination Upon Sale. Notwithstanding anything to the contrary contained
herein, a Party may terminate its obligations under this Agreement as to a
specific operating area or portion thereof if such 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 fullforce and effect in the remaining operating
areas.
Liability Upon Termination. Termination of this Agreement, or any part hereof,
for any cause shall not release either Party from any liability (a) which, at the
time of termination, had already accrued to the other Party, (b) which thereafter
accrues in any respect through any act or omission occurring prior to the
termination, or (c) which accrues from an obligation that is expressly stated in
this Agreement to survive termination.
Predecessor Agreements.
6.9.1 Except as stated in Section 6.9.2 or as otherwise agreed in writing
by the Parties:
a. any prior resale agreement between the Parties for the
State pursuant to 5252 of the Act and in effect immediately
prior to the Effective Date is hereby terminated; and
b. any services that were purchased by one Party from the
other Pafi under a resale agreement between the Parties
for the State pursuant to $252 of the Act and in effect
immediately prior to the Effective Date, shall be subject to
the prices, terms and conditions under this Agreement from
and after the Effective Date. Notwithstanding the foregoing,
if such services were purchased after the Parties agreed to
implement this Agreement pursuant to Section 6.1, neither
party will bring a dispute to require that an obligation
incurred after execution must be fulfilled under the terms of
the prior Agreement as long as this Agreement ultimately
receives Commission Approval and so long as such
obligations are fulfilled under the terms of this Agreement.
6.9.2 Except as otherwise agreed in writing by the Parties, if a service
purchased by a Party under a prior agreement between the
Parties pursuant to $252 of the Act was subject to a contractual
commitment that it would be purchased for a period of longer than
one (1) month, and such period had not yet expired as of the
Effective Date and the service had not been terminated prior to
the Effective Date, to the extent not inconsistent with this
Agreement, such commitment shall remain in effect and the
service will be subject to the prices, terms and conditions of this
Agreement; provided, that if this Agreement would materially alter
6.8
6.9
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the terms of the commitment, either Party make elect to cancel
the commitment.
6.9.3 lf either Party elects to cancel the service commitment pursuant
to the proviso in Section 6.9.2, the purchasing Party shall not be
liable for any termination charge that would otherwise have
applied. However, if the commitment was cancelled by the
purchasing Party, the purchasing 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 untilthe time that the commitment was
cancelled.
BULLSEYE CERTI FICATION
7.1 Notwithstanding any other provision of this Agreement, Centurylink shall have
no obligation to perform under this Agreement until such time as BullsEye 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. BullsEye 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. At any time during the life of this
Agreement, BullsEye will provide a copy of its current Certificate of Operating
Authority or other evidence of its status to CenturyLink upon request.
BullsEye's failure to maintain such authorization(s) as may be required by
Applicable Law for conducting business in the State as a BullsEye shall be
considered a Default of Agreement.
APPLICABLE LAW
8.1 Each Party shall remain in compliance with Applicable Law in the course of
performing this Agreement.
8.1 .1 Neither Party shall be liable for any delay or failure in performance
resulting from any requirements of Applicable Law, or acts or
failures to act of any governmental entity or official.
8.1.2 Each Party shall promptly notify the other Party in writing of any
governmentalaction that limits, suspends, cancels, withdraws, or
otherwise materially affects the notifying Party's ability to perform
its obligations under this Agreement.
8.1 .3 Each Party shall be responsible for obtaining and keeping in effect
all FCC, Commission, franchise authority and other regulatory
approvals that may be required and comply with Applicable Law
in connection with the performance of its obligations under this
Agreement
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9.
8.2 Rule of Construction. The Parties acknowledge that, except for provisions
incorporated herein as the result of an arbitrated decision, if any, the terms and
conditions of this Agreement have been mutually negotiated, and each Party
has had the opportunity to obtain advice of its own legal counsel in accepting
such negotiated terms and conditions. No rule of construction requiring
interpretation against the drafting Party hereof shall apply in the interpretation
of this Agreement.
8.3 Choice of Law. This Agreement shall be governed by and construed in
accordance with the Act, applicable federal and (to the extent not inconsistent
therewith) State of Delaware laws. ln all cases, choice of law shall be
determined without regard to the State of Delaware conflicts of law provisions.
8.4 Severability. lf any provision of this Agreement is held to be invalid, void or
unenforceable for any reason, such invalidity will affect only that specific
provision of the Agreement. ln all other respects, this Agreement will stand as
if such provision had not been a part thereof, and the remainder of the
Agreement shall remain in fullforce 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.
CHANGES IN LAW
9.1 ln the event of any amendment of the Act, any effective legislative action or
any effective regulatory or judicial order, rule, regulation, arbitration award, 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 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.
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10.
9.2 Removal of Existing Obligations. Notwithstanding anything in this Agreement
to the contrary, if, as a result of any legislative, judicial, regulatory or other
governmental decision, order, determination or action, or any change in
Applicable Law subsequent to the Effective Date, CenturyLink is no longer
required by Applicable Law to continue to provide any service, facility,
arrangement, payment or benefit (Discontinued Arrangements) othenarise
required to be provided to BullsEye under this Agreement, then CenturyLink
may discontinue the provision of any such service, facility, arrangement,
payment or benefit. CenturyLink will provide a minimum thirty (30) Days prior
written notice to BullsEye 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 BullsEye, BullsEye will be prohibited from
ordering, and CenturyLink will not provide, new Discontinued Arrangements. lf
BullsEye 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 BullsEye unless a definitive effective date is specified by
Applicable Law.
9.3 Additions to Existing Obligations. Notwithstanding anything in this Agreement
to the contrary, if, as a result of any legislative, judicial, regulatory or other
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
BullsEye 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.
9.4 Should the Parties be unable to reach agreement with respect to the
applicability of any Amended Rules or the resulting appropriate modifications
to this Agreement, either Party may invoke the Dispute Resolution provisions
of this Agreement. CenturyLink may charge rates to BullsEye 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.
AMENDMENTS
10.1 Any amendment, modification, deletion or supplement to this Agreement must
be in writing, dated and signed by an authorized representative of each Party
and filed with the Commission, except for notices of Discontinued
Arrangements or changes in rates approved by the Commission in a generic
cost proceeding. The term Agreement shall include any such future
amendments, modifications, deletions and supplements.
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12.
ASSIGNMENT
11.1 lf any Affiliate of either Party succeeds to that portion of the business of such
Party that is responsible for, or entitled to, any rights, obligations, duties, or
other interests under this Agreement, such Affiliate may succeed to those
rights, obligations, duties, and interest of such Party under this Agreement. 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.
11.2 Except as provided in Section 11.1, 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 material Default shall include, without limitation, the failure by
a Pafi to pay any outstanding undisputed amounts by the due date.
1 1.3 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.
11.4 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
12.1 All information which is disclosed by one Party (Disclosing Party) to the other
Party (Recipient) in connection with this Agreement, or acquired in the course
of performance of this Agreement, shall be deemed confidential and
proprietary to the Disclosing Party and subject to this Agreement, except as
provided in Section 12.5 below or as specifically provided elsewhere in this
Agreement. Such information includes but is not limited to, orders for services,
usage information in any form, and CPNI as that term is defined by the Act and
the rules and regulations of the FCC, and where applicable, the rules and
regulations of the Commission (Confidential lnformation).
11
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12.2
12.3
12.4
'12.5
12.6
12.7
12.8
Each Party agrees to use Confidential lnformation only for the purpose of
performing under this Agreement, to hold it in confidence, to disclose it only to
employees or agents who have a need to know it in order to perform under this
Agreement, and to safeguard Confidential lnformation from unauthorized use
or disclosure using no less than the degree of care with which Recipient
safeguards its own Confidential lnformation.
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 lawful 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.
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 Pafi. Each Party
shall obtain the other Party's prior approval before discussing this Agreement
in any press or media interviews. ln no event shalleither Party mischaracterize
the contents of this Agreement in any public statement or in any representation
to a governmental entity or member thereof.
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.
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 three (3) years from the date of the initial
disclosure of the Confidential lnformation.
Each Party agrees that in the event of a breach of this Section by Recipient or
its representatives, Disclosing Party shall be entitled to seek 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.
Unless otherwise agreed, neither Party shall publish or use the other Party's
logo, trademark, service mark, name, language, pictures, symbols or words
from which the other Party's name may reasonably be inferred or implied in
any product, service, advertisement, promotion, or any other publicity matter,
except that nothing in this paragraph shall prohibit a Party from engaging in
valid comparative advertising. This Section shall confer no rights on a Party to
the service marks, trademarks and trade names owned or used in connection
with services by the other Party or its Affiliates, except as expressly permitted
by the other Party.
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12.9 Except as otherwise expressly provided in this Section, nothing herein shall be
construed as limiting the rights of either Party with respect to its customer
information under any Applicable Law, including without limitation $222 of the
Act.
13. CONSENT
13.1 Except as 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.
14. CONTACTS BETWEEN THE PARTIES
14.1 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
BullsEye Service Center (via an 800#) that BullsEye 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 BullsEye with contact
information for the personnel and/or organizations within CenturyLink capable
of assisting BullsEye with inquiries regarding resale services. lncluded in this
information will be the contact information for a person or persons to whom
BullsEye can escalate issues dealing with the implementation of the
Agreement and/or for assistance in resolving disputes arising under the
Agreement.
15. GENERAL DISPUTE RESOLUTION
15.1 The following provisions apply to dispute resolution under the Agreement, except
that the terms of Section 50 shall also apply to the resolution of any billing disputes.
15.2 The Parties will attempt in good faith to resolve through negotiation any dispute,
claim or controversy arising out of, or relating to, this Agreement. Either Party may give written
notice to the other Party of any dispute not resolved in the normal course of business. Each Party
will within seven (7) Days after delivery of the written notice of dispute, designate a vice-president
level employee or a representative with authority to make commitments to review, meet, and
negotiate, in good faith, to resolve the dispute. The Parties intend that these negotiations be
conducted by non-lawyer, business representatives, and the locations, format, frequency,
duration, and conclusions of these discussions will be at the discretion of the representatives. By
mutual agreement, the representatives may use other procedures to assist in these
negotiations. The discussions and correspondence between the representatives for the purposes
of these negotiations will be treated as Confidential lnformation developed for purposes of
settlement, and will be exempt from discovery and production, and not be admissible in any
subsequent proceedings without the concurrence of both Parties.
15.3 lf the designated representatives have not reached a resolution of the dispute
within fifteen (15) Days after the written notice (or such longer period as agreed to in writing by
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the Parties), then either Party may bring a claim to the Federal Communications Commission or
the state Public Utilities Commission where the action falls within those jurisdictions.
15.4 Waiver of Jury Trial and Class Action. Each Party, to the extent permitted by law,
knowingly, voluntarily, and intentionally waives its right to a trial by jury and any right to pursue
any claim or action arising out of or relating to this Agreement on a class or consolidated basis or
in a representative capacity.
15.5 No cause of action, including disputes raised pursuantto Section 15.4, regardless
of the form, arising out of or relating to this Agreement, may be brought by either Party more than
two (2) years after the cause of action arises.
16. ENTIRE AGREEMENT
16.1 This Agreement, including all Parts and subordinate documents attached
hereto or referenced herein, all of which are hereby incorporated by reference
herein, constitutes the entire agreement of the Parties pertaining to the subject
matter of this Agreement and supersedes all prior and contemporaneous
agreements, negotiations, proposals, and representations, whether written or
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.
16.2 The Parties acknowledge and agree that they have had adequate opportunity
to negotiate this Agreement pursuant to a give and take process, and that the
inclusion or exclusion of any provisions within this Agreement shall be without
prejudice to either Party's right to advocate for different rights or obligations to
apply under any circumstances other than the exercise and enforcement of
and the rights and obligations hereunder. The provisions of this Agreement
shall not be deemed or considered to have any probative value as to the
substance of either Party's rights or advocacy positions concerning the matters
set forth herein, nor deemed to constitute acquiescence or a waiver by either
Party with respect to such matters under any circumstances other than the
exercise and enforcement of and the rights and obligations hereunder, nor
shall either Party be estopped or othenruise precluded from asserting any such
rights reserved hereunder at any time hereafter in any forum, without any
diminishment of such rights based upon the passage of time or any course of
conduct which is consistent with the Agreement.
16.3 To the extent this Agreement contains any provisions which are not governed
by 47 U.S.C. $251 and which could othemrise be addressed in a separate
stand-alone agreement, such inclusion does not subject such provisions to the
compulsory arbitration or other provisions of 47 U.S.C. 5252, and the Parties
do not waive any position they may have with respect to the applicability or
non-applicability of such federal statutes to any provisions hereof.
17. FORCE MAJEURE
17.1 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
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under its police powers, labor disruptions, 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 any corresponding obligations that are rendered
unnecessary, impractical or inequitable by the non-performance of the Party
experiencing the Force Majeure Events on a day-to-day basis untilthe 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.
It 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 17.1 above, in no case shall a Force
Majeure Event excuse either Party from an obligation to pay money as required
by this Agreement.
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
18.1 The Parties agree that they shall cooperate with one another to investigate,
minimize and take corrective action in cases of fraud. CenturyLink will
cooperate in good faith but shall bear no responsibility for, nor is it required to
investigate or make adjustments to, BullsEye's account in cases of fraud. 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.
20.
HEADINGS
19.1 The headings and numbering of Sections and Articles in this Agreement are
for convenience and identification only and shall not be construed to define or
limit any of the terms herein or affect the meaning or interpretation of this
Agreement.
INTELLECTUAL PROPERTY
20.1 For purposes of this Agreement, "lntellectual Property" 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 reissuances, continuations, revisions, extensions and re-
examinations thereof, (b) trademarks, service marks, trade dress, logos, trade
names, domain names and corporate names, and translations, adaptions,
derivations and combinations thereof and goodwill associated therewith, and all
applications, registrations and renewals in connection therewith, (c) copyrightable
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17.3
18.
19.
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21.
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).
LAW ENFORCEMENT
21.1 Except to the extent not available in connection with CenturyLink's operation
of its own business, CenturyLink shall provide assistance to law enforcement
persons for emergency traps, assistance involving emergency traces and
emergency information retrievalon customer invoked CLASS services, twenty-
four (24) hours per day, seven (7) days a week.
21.2 Except where prohibited by a subpoena, civil investigative demand, or other
legal process, CenturyLink agrees to work jointly with BullsEye in security
matters to support law enforcement agency requirements for traps, traces,
court orders, etc. BullsEye shall be responsible for and shall be billed for any
charges associated with providing such services for BullsEye's End Users.
21.3 Where CenturyLink receives a subpoena from law enforcement, and its
database search shows that the telephone number in question is not a
CenturyLink account, CenturyLink shall send such information back to law
enforcement, along with the name of the company to which such account is
connected, if available, for further processing by law enforcement.
21.4 lf a Party receives a subpoena, civil investigative demand, or other legal
process (hereinafter, subpoena") issued by a court or governmental agency
having appropriate jurisdiction, and such subpoena expressly prohibits the
Party receiving the subpoena (receiving Party) from disclosing the receipt of
the subpoena or the delivery of a response to the subpoena, such receiving
Party shall not be required to 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.
21.5 Each Party represents and warrants that any equipment, facilities or services
provided to the other Party under this Agreement comply with the CALEA.
Each Party shall indemnify and hold the other Party harmless from any and all
penalties imposed upon the other Party for such noncompliance and shall at
the non-compliant Party's sole cost and expense, modify or replace any
equipment, facilities or services provided to the other Party under this
Agreement to ensure that such equipment, facilities and services fully comply
with CALEA.
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LIABILITY AND INDEMNIFICAT!ON
22.1 lndemnification Against Third-Party Claims. Each Party (the "lndemnifying
Party") agrees to indemnify, defend, and hold harmless the other Party (the
"lndemnified Party") and the other Party's Subsidiaries, predecessors,
successors, Affiliates, and assigns, and all current and former officers,
directors, members, shareholders, agents, contractors and employees of all
such persons and entities (collectively, with lndemnified Party, the "lndemnitee
Group"), from any and all Claims. "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
negligence; (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
material that is defamatory or wrongfully discloses private or personal matters;
or (vi) the lndemnifying Party's wrongful use or unauthorized 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; (ii) any act or omission of the lndemnifying
Party's customer(s) or End User(s); (iii) the bodily injury or death of any person,
or the loss or disappearance of or damage to the tangible property of any
person, relating to the 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
otherwise have under applicable workers' compensation or unemployment
insurance law, which protections the lndemnifying Party waives, as to the
lndemnified Party and other persons and entities to be indemnified under this
Section 22.1 (olher than applicable employee claimant(s)), for purposes of this
Section 22.1. "Reasonable costs and attorneys'fees," as used in this Section
22.1, includes without limitation fees and costs incurred to interpret or enforce
this Section 221.The lndemnified Party will provide the lndemnifying Party
with reasonably prompt written notice of any Claim. At the lndemnifying Party's
expense, the lndemnified Pafi 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 counselto monitor
and participate in the defense of any Claim.
Notwithstanding anything to the contrary in this Section 22.1, a Party may not
seek indemnification with respect to any Claim by that Party's customer(s) or
End User(s), but rather shall be the lndemnifying Party with respect to all
Claims by its custome(s) and End Use(s).
22.
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22.2
22.3
The lndemnifying Party agrees to release, indemnify, defend, and hold
harmless the lndemnitee Group and any third-party provider or operator of
facilities involved in the provision of products, services or facilities under this
Agreement from all losses, claims, demands, damages, expenses, suits, or
other actions, or any liability whatsoever, including, but not limited to, costs and
attorneys' fees, suffered, made, instituted, or asserted by the lndemnifying
Party's End User Customer(s) arising from or relating to any products, services
or facilities provided by or through the lndemnified Party or such third-party
provider or operator. The lndemnifying Party further agrees to release,
indemnify, defend, and hold harmless the lndemnitee Group from all losses,
claims, demands, damages, expenses, suits, or other actions, or any liability
whatsoever, including, but not limited to, costs and attorneys'fees, suffered,
made, instituted, or asserted by any third party against an lndemnified Party
arising from or in anyway related to actual or alleged defamation, libel, slander,
interference with or misappropriation of proprietary or creative right, or any
other injury to any person or property arising out of content transmitted by the
lndemnifying Party's End User Custome(s).
Disclaimer of Warranties. EXCEPT FOR THOSE WARRANTIES EXPRESSLY
PROVIDED IN THIS AGREEMENT OR REQUIRED BY STATUTE, EACH
PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUPPLIERS
DISCLAIMS ALL WARRANTIES AND DUTIES, WHETHER EXPRESS OR
IMPLIED, AS TO THE SERVICES, PRODUCTS AND ANY OTHER
INFORMATION OR MATERIALS EXCHANGED BY THE PARTIES,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, DUTIES,
OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, REASONABLE CARE, WORKMANLIKE EFFORT, RESULTS,
LACK OF NEGLIGENCE, OR ACCURACY OR COMPLETENESS OF
RESPONSES. EXCEPT FOR THOSE WARRANTIES EXPRESSLY
PROVIDED IN THIS AGREEMENT OR REQUIRED BY STATUTE, THERE IS
NO WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION,
CORRESPONDENCE TO DESCRIPTION, AUTHORITY, OR NON-
INFRINGEMENT, MISUSE, OR MISAPPROPRIATION WITH RESPECT TO
THE SERVICES, PRODUCTS, INTELLECTUAL PROPERY RIGHTS, AND
ANY OTHER INFORMATION OR MATERIALS EXCHANGED BY THE
PARTIES UNDER THIS AGREEMENT.
Limitation of Liabilitv: Disclaimer of Consequential Damaoes: Exceptions.
22.3.1 Except as provided in Section 22.3.3, each Party's liability to the
other, whether in contract, tort or otherwise, shall be limited to direct
damages, which shall not exceed the monthly charges, plus any related
costs/expenses the other Party may recover, including those under Section
22.1 above, and plus any costs/expenses for which the Parties specify
reimbursement in this Agreement for the services or facilities for which the
claim of liability arose. Except as provided in Section 30.3.3, each Party's
liability to the other during any Contract Year resulting from any and all
causes will not exceed the total of any amounts charged to BullsEye by
CenturyLink under this Agreement during the Contract Year in which such
cause accrues or arises. For purposes of this Section 30.3.1, the first
Contract Year commences on the first day this Agreement becomes
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effective, and each subsequent Contract Year commences on the day
following the anniversary of that date.
22.3.2 EXCEPT AS PROVIDED IN SECTION 22.3.3, NEITHER PARTY
WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES
SUFFERED BY SUCH OTHER PARTY (INCLUDING WITHOUT
LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST REVENUES,
LOST SAVINGS, OR LOST PROFITS SUFFERED BY SUCH OTHER
PARTY), REGARDLESS OF THE FORM OF ACT|ON, 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.
Should either Party provide advice, make recommendations, or supply
other analysis related to the services or facilities described in this
Agreement, this limitation of liability shall apply to the provision of such
advice, recommendations, and analysis.
22.3.3 Section 22.3.1and Section 22.3.2 do not apply to the following:
22.3.3.1 lndemnification under Section 22. 1 ;
22.3.3.2 Breach of any obligation of confidentiality referenced in this
Agreement;
22.3.3.3 Violation of security procedures;
22.3.3.4 Any breach by BullsEye of any provision relating to BullsEye's
access to or use of Operations Support Systems;
22.3.3.5 Failure to properly safeguard, or any misuse of, customer data;
22.3.3.6 Statutory damages;
22.3.3.7 Liability for intentional or willful misconduct;
22.3.3.8 Liability arising under any applicable CenturyLink Tariff;
22.3.3.9 Liability arising under any indemnification provision
contained in this Agreement or any separate agreement or tariff related
to provisioning of 9111E911 services;
22.3.3.10 Each Party's obligations under Section 27 of this Article lll;
22.3.3.11 Section 22.4.2 and/or Section 22.4.3 of this Article lll;
22.3.3.12 Section 45 of this Article lll, and/or
22.3.3.12 Liability arising under any indemnification provision
contained in a separate agreement or tariff related to
provisioning of Directory Listing or Directory Assistance Services.
22.4 Liabilitv of CenturvLink.
ln addition to the general limitation of liability in this Section , the following shall
also limit CenturyLink's liability under this Agreement.
22.4.1 lnapplicabilitv of Tariff Liabilitv. CenturyLink's general liability, as
described in its local exchange or other Tariffs, does not extend to
BullsEye, BullsEye's End User Customer(s), suppliers, agents, employees,
or any other third parties. Liability of CenturyLink to BullsEye resulting from
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23. SUBCONTRACTORS
23.1
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 liabili$ whatsoever shall attach
to CenturyLink. CenturyLink shall not be liable for any loss, claims, liability
or damages asserted by BullsEye, BullsEye's End User Customer(s),
suppliers, agents, employees, or any other third parties where BullsEye
combines or commingles such components with those components
provided by CenturyLink to BullsEye.
22.4.2 BullsEye Tariffs or Contracts. BullsEye shall, in its Tariffs or other
contracts for services provided to its End User Customers using products,
services or facilities obtained from CenturyLink, provide that in no case
shall CenturyLink be liable for any indirect, incidental, reliance, special,
consequential or punitive damages, including, but not limited to, economic
loss or lost business or profits, whether foreseeable or not, and regardless
of notification by BullsEye, BullsEye's End User Customer(s), suppliers,
agents, employees, or any other third parties of the possibility of such
damages, and BullsEye shall indemnify, defend and hold harmless
CenturyLink and CenturyLink's lndemnitee Group from any and all claims,
demands, causes of action and liabilities by or to, and based on any reason
whatsoever, BullsEye, BullsEye's End User Customer(s), suppliers,
agents, employees, or any other third parties. Nothing in this Agreement
shall be deemed to create a third-party beneficiary relationship between
CenturyLink and any of BullsEye's End User Customers, suppliers, agents,
employees, or any other third parties.
22.4.3 No Liability for Errors. CenturyLink is not liable for mistakes in
CenturyLink's signaling networks (including but not limited to signaling links
and Signaling Transfer Points (STPs) and call-related databases (including
but not limited to the Line 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). BullsEye shall indemnify, defend and
hold harmless CenturyLink and CenturyLink's lndemnitee Group from any
and all claims, demands, causes of action and liabilities whatsoever,
including costs, expenses and reasonable attorneys' fees incurred on
account thereof, by or to BullsEye's End User Customer(s), suppliers,
agents, employees, or any other third parties based on any reason
whatsoever. For purposes of this Section 22.4.3, mistakes shall not include
matters arising exclusively out of the willful misconduct of CenturyLink or
its employees or agents.
A Party may use a contractor or service partner (including, but not limited to,
an Affiliate of the Party) to perform the Party's obligations under this
Agreement. A Party's use of a contractor or service partner shall not release
the Party from any duty or liability to fulfill the Party's obligations under this
Agreement.
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25.
INSURANCE
24.1 Each Party shall at all times during the term of this Agreement, at its own
cost and expense, carry and maintain all insurance required by law and
Commercial General Liability insurance covering claims for bodily injury,
death, personal injury or property damage and contractual liability with
respect to the liability assumed by each Party hereunder. The limits of
insurance shall not be less than $1,000,000 (one million dollars) each
occurrence and $2,000,000 (two million dollars) general aggregate
limit. Such coverage shall be written with insurers having a "Best's" rating of
A-Vll. Upon request each Party will provide a certificate of insurance
evidencing coverage.
NON-EXCLUSIVE REMEDI ES
25.1 Except as otherwise provided herein, each of the remedies provided under this
Agreement is cumulative and is in addition to any other remedies that may be
available under this Agreement or at law or in equity.
RESERVATION OF RIGHTS
26.1 Notwithstanding anything to the contrary in this Agreement, neither Party
waives, and each Party hereby expressly reserves, its rights: (a) to appeal or
otherwise seek the reversal of and changes in any arbitration decision
associated with this Agreement; (b) to 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, (c) to challenge the
lavyfulness 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.
26.
27 NOTICES
27.1 Any notices required by or concerning this Agreement shall be in writing and
shall be deemed to have been received as follows: (a) on the date of service
if served personally; (b) on the date three (3) Business Days after mailing if
delivered by First Class U.S. mail, postage prepaid; (c) on the date stated on
the receipt if delivered by certified U.S. mail, registered U.S. mail, overnight
courier or express delivery service with next Business Day delivery, or (d) on
the date of an email, when such notices are sent to the addresses specified
below.
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27.2 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, 7th Floor
Denver, CO 80202
Email: [e-mail]
Phone: [phone]
With copy to CenturyLink at the address shown below:
CenturyLink Law Depa(ment
Associate General Counsel, Interconnection
931 14th Street, 9th Floor
Denver, CO 80202
Email: [e-mail]
Phone: [phone]
BullsEye at the address shown below:
Legal Department
BullsEye Telecom, lnc.
25925 Telegraph Road, Suite 210
Southfield, Ml 48033
Telephone : [phone]
Email : req ulatorv@bullsevetelecom. com
29.
REFERENCES
28.1 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 otherwise require.
RELATIONSHIP OF THE PARTIES
29.1 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.
29.2 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.
29.3 Except for provisions herein expressly authorizing a Party to act for another
Party, nothing in this Agreement shall constitute a Pafi as a legal
representative or Agent of the other Pafi, 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 Pafi in writing, which permission
may be granted or withheld by the other Party in its sole discretion.
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31.
29.4 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
29.5 Except as provided by Section 23, the persons provided by each Party to
perform its obligations hereunder shall be solely that Party's employees and
shall be under the sole and exclusive direction and control of that Party. They
shall not be considered employees of the other Party for any purpose.
29.6 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.
29.7 The relationship of the Parties under this Agreement is a non-exclusive
relationship.
29.8 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
30.1 This Agreement shall be binding on and inure to the benefit of the Parties and
their respective legal successors and permitted assigns.
SURVIVAL
31.1 The rights, liabilities and obligations of a Party for acts or omissions occurring
prior to the expiration or termination of this Agreement, the rights, liabilities and
obligations of a Party under any provision of this Agreement regarding
confidential information (including but not limited to, Section 12), limitation or
exclusion of liability, indemnification or defense (including, but not limited to,
Section 22), and the rights, liabilities and obligations of a Party under any
provision of this Agreement which by its terms or nature is intended to continue
beyond or to be performed after the expiration, cancellation or termination of
this Agreement, shall survive the expiration, cancellation or termination of this
Agreement.
TAXES/FEES
32.1 Any State or local excise, sales, or use taxes (defined in Sections 32.3 and
32.4) and fees/regulatory surcharges (defined in Section 32.5) 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
32.
30.
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33.
collecting Party reasonably requires that qualifies the obligated Party for a full
or partial exemption. Any such taxes shall be shown as separate items on
applicable billing documents between the Parties. The obligated Party may
contest the same in good faith, at its own expense, and shall be entitled to the
benefit of any refund or recovery, provided that such Party shall not permit any
lien to exist on any asset of the other Party by reason of the contest. The
collecting Party shall cooperate in any such contest by the other Party. The
other Party will indemnify the collecting Pafi from any sales or use taxes that
may be subsequently levied on payments by the other Party to the collecting
Party.
32.2 Notwithstanding anything to the contrary contained herein, BullsEye is
responsible for furnishing tax exempt status information to CenturyLink at the
time of the execution of the Agreement. BullsEye is also responsible for
furnishing any updates or changes in its tax exempt status to CenturyLink
during the Term of this Agreement. ln addition, BullsEye is responsible for
submitting and/or filing tax exempt status information to the appropriate State,
municipality, localgoverning, regulatory and/or legislative body. lt is expressly
understood and agreed that BullsEye's representations to CenturyLink
concerning the status of BullsEye's claimed tax exempt status, if any, and its
impact on this Section 32 are subject to the indemnification provisions of
Section 22, which, for purposes of this Section, serve to indemnify
CenturyLink.
32.3 Tax. A tax is defined as a charge which is statutorily imposed by the federal,
State or localjurisdiction and is either (a) imposed on the seller with the seller
having the right or responsibility to pass the charge(s) on to the purchaser and
the seller is responsible for remitting the charge(s) to the federal, State or 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.
32.4 Taxes shall include but not be limited to: federal excise tax, State/local sales
and use tax, State/local utility user tax, State/local telecommunication excise
tax, State/local gross receipts tax, and local school taxes. Taxes shall not
include income, income-like, gross receipts on the revenue of a Party or
property taxes. Taxes shall not include payroll withholding taxes unless
specifically required by statute or ordinance.
32.5 Fees/Regulatory Surcharges. A fee/regulatory surcharge is defined as a
charge imposed by a regulatory authority, other agency, or resulting from a
contractual obligation, in which the seller is responsible or required to collect
the fee/surcharge from the purchaser and the seller is responsible for remitting
the charge to the regulatory authority, other agency, or contracting Party.
Fees/regulatory surcharges shall include but not be limited to E911/91 1, other
N11, franchise fees, and Commission surcharges.
TERR!TORY
33.1 This Agreement applies to the territory in which CenturyLink operates as an
ILEC in the State. CenturyLink shall be obligated to provide services under
this Agreement only within this territory.
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34.
33.2 Notwithstanding any other provision of this Agreement, CenturyLink may
terminate this Agreement as to a specific operating territory or portion thereof
pursuant to Section 6.7 of this Agreement.
THIRD.PARTY BENEFICIARIES
34.1 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
35.1 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 JURISDICTIONAL AREAS
36.1 To the extent that CenturyLink has contracts with federal entities in areas or
structures used for military purposes (Federal Enclaves) 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.
WA!VER
37.1 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 SERVIGES
38.1 Notwithstanding anything contained in this Agreement, except as otherwise
required by Applicable Law, CenturyLink may terminate its offering and/or
provision of any particular service offering covered by this Agreement upon at
least thirty (30) Days prior written notice to BullsEye.
TECHNOLOGY UPGRADES
39.1 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. BullsEye shall
be solely responsible for the cost and activities associated with
accommodating such changes in its own network.
35.
36.
37
38
39.
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ARTICLE III. 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.
40. IMPLEMENTATION PLAN
40.1 This Agreement together with the Standard Practices and any Tariff terms
incorporated herein by reference, set forth the overall standards of
performance for the services, processes, and systems capabilities that the
Parties will provide to each other, and the intervals at which those services,
processes and capabilities will be provided. The Parties understand that the
arrangements and provision of services described in this Agreement shall
require technical and operational coordination between the Parties. To the
extent not otherwise specified or incorporated by reference herein, the Parties
agree to work cooperatively to identify those processes, guidelines,
specifications, standards and additional terms and conditions necessary to
support and satisfy the standards set forth in this Agreement and implement
each Party's obligations hereunder.
4O.2 Dispute Resolution. lf the Parties are unable to agree upon any of the matters
to be included in the lmplementation Plan, then either Party may invoke the
procedures set forth in Section 15.
41. SECURITY DEPOSIT
41.1 CenturyLink reserves the right to secure the account at any time with a suitable
security deposit in the form and amounts set forth herein. lf payment of the
security deposit is not made within thirty (30) Days of the request, Carrier will
be considered in material breach of the Agreement and CenturyLink may stop
processing orders for service.
41.2 ln the event of a material change in BullsEye's financial condition subsequent
to the Effective Date of this Agreement, CenturyLink may request a security
deposit. A "material change in financial condition" means BullsEye is a new
BullsEye with no established credit history, or is a BullsEye that has not
established satisfactory credit with CenturyLink, or the Party is repeatedly
delinquent in making its payments, or is being reconnected after a
disconnection of Service or discontinuance of the processing of orders by
CenturyLink due to a previous failure to pay undisputed charges in a timely
manner. CenturyLink may require a deposit to be held as security for the
payment of charges before the orders from BullsEye will be provisioned and
completed or before reconnection of Service. "Repeatedly delinquent" means
any payment of a material amount of total monthly Billing under the Agreement
received after the Payment Due Date, three (3) or more times during the last
twelve (12) month period.
41.3 The deposit amount may not exceed the total monthly charges for a one (1)
month period based on the most recent 3 month averaged Billing. The deposit
may be adjusted by BullsEye's actual monthly average charges, payment
history under this Agreement, or other relevant factors, but in no event will the
security deposit exceed five million dollars ($5,000,000.00). The deposit may
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41.4
be an irrevocable bank letter of credit, a letter of credit with terms and
conditions acceptable to CenturyLink, or some other form of mutually
acceptable security such as a cash deposit. Required deposits are due and
payable within thirty (30) Days after demand.
CenturyLink may exercise its right to credit any cash deposit to BullsEye'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:
41.4.1 when BullsEye's undisputed balances due to CenturyLink are more
than thirty (30) Days past due; and/or
41.4.2 lntentionally Left Blank
41.4.3 lntentionally Left Blank
41.4.4 when this Agreement expires or terminates.
42
41.5 lf any security deposit held by CenturyLink is applied as a credit toward
payment of BullsEye's balances due to Centurylink, then CenturyLink may
require BullsEye 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 BullsEye will be considered in breach of the
Agreement.
41.6 lnterest will be paid on cash deposits at the rate applying to deposits under
applicable Commission regulations. Cash deposits and accrued interest will
be credited to BullsEye's account or refunded, as appropriate, upon the earlier
of the expiration of the term of the Agreement or the establishment of
satisfactory credit with CenturyLink, which will generally be one full year of
timely payments of undisputed amounts in full by BullsEye. Upon a material
change in financial standing, BullsEye may request and CenturyLink will
consider a recalculation of the deposit. The fact that a deposit has been made
does not relieve BullsEye from any requirements of this Agreement.
41.7 CenturyLink may review BullsEye's credit standing and modify the amount of
deposit required but in no event willthe maximum amount exceed the amount
stated hereinabove.
START.UP DOCUMENTATION
42.1 To the extent a Reseller is new Reseller to an agreement, BullsEye is requiredto submit to CenturyLink the BullsEye Profile, and other required
documentation, as described in the process on the CenturyLink Wholesale
Website.
42.2 BullsEye must provide documentation to CenturyLink that establishing it is a
certified local provider of Telephone Exchange Service in the State prior to
submitting orders or exchanging any traffic under this Agreement.
LETTER OF AUTHORTZATTON (LOA)
43.1 To the extent the Party has not previously done so, the Party shall execute a
blanket letter of authorization (LOA) with respect to customer requests to
change service providers or to permit the Party to view CPNI, such as pursuant
to the submission of a Customer Service Record (CSR) Search order, prior to
a request to change service providers.
43.
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43.2
43.3
43.4
43.5
43.6
43.7
43.8
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 to change service providers or release of CPNI from the End
User.
The requesting Party is solely responsible for determining whether proper
authorization has been obtained and holds the other Party harmless from any
loss or liability on account of the requesting Party's failure to obtain proper
CPNI authorization from a customer.
The requesting Party must maintain records of all customer authorizations to
change service providers or release of CPNI in compliance with State and
federal law. Such documentation shall be kept for the minimum period
specified in 47 C.F.R. 564.1120(a)(1)(ii).
For any prospective BullsEye End User, CenturyLink shall provide BullsEye
with access to that subscriber's CPNI and Customer Service Records (CSRs)
without requiring BullsEye to produce an individually signed LOA prior to
changing service providers or releasing CPNI, providing Customer Service
Records (CSRs), or processing orders, subject to applicable rules, orders, and
decisions, and based on BullsEye's blanket representation under the LOA that
it has obtained authorization from each such prospective End User to obtain
such CPNI, CSRs or submit such orders. These terms in this Section shall be
reciprocalfor any prospective CenturyLink End User.
The provisioning of CPNI from CenturyLink to BullsEye shall be accomplished
through the preordering Electronic lnterface.
ln the event a subscriber complains or other reasonable grounds exist, a Party
may request verification of subscriber authorizations. Documentation that a
Party is required to maintain under 47 C.F.R. 564.1 120 shall be made available
to the other Party within ten (10) Days of a written request for such documents.
Failure to produce proper documentation within ten (10) Days of such request
shall be considered a material breach of this Agreement. lf a Party is in breach
of these requirements on multiple occasions, the other Party may discontinue
processing new Service Orders and/or disconnect any electronic preordering
interface until such failures have been substantially rectified and the Defaulting
Party has provided adequate assurances to the other Party that adequate
steps have been implemented to prevent ongoing problems with such records
compliance. The exercise of this alternative remedy shall not act as a waiver
of the right to terminate this Agreement under Section 6.6 if an ongoing Default
is not substantially rectified within the applicable timeframes.
Any dispute between the Parties with respect to their rights and obligations
under this Section shall be subject to the Dispute Resolution provisions of this
Agreement, and the Parties must attempt to resolve any dispute concerning
the validity of subscriber authorizations prior to filing a formal complaint with
the Commission provided however, procedures and timeframes specified in
47 C. F.R S64.1 150 shall apply to any claims concerning unauthorized changes
in preferred carriers. lf a Party files a Complaint with the Commission to
resolve any such dispute, then while such proceeding is pending the other
Party shall not be entitled to exercise alternative remedy under Section 43.6
unless the Commission determines otherwise.
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43.9 ln the case of any unauthorized carrier change, CenturyLink will bill BullsEye
fifty dollars ($50.00) 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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ARTICLE IV. OPERATIONAL TERMS
45.
STANDARD PRACTICES
44.1 Standard Practices may incorporate by reference various industry, OBF, and
other standards referred to throughout this Agreement
44.2 lf BullsEye desires notice of changes made to CenturyLink's Standard
Practices, BullsEye may make such a request during the Agreement
implementation process or at any subsequent time during the term of this
Agreement.
ESCALATION PROCEDURES
45.1 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.
GONTACT WITH END USERS
46.1 Each Party at alltimes shall be the primary contact and account controlfor all
interactions with its End Users, unless otherwise agreed to by the Parties. End
Users include active subscribers as well as those for whom Service Order
installations are pending.
46.2 CenturyLink shall have no obligation, to accept a communication from a
BullsEye End User, including, but not limited to, a BullsEye End User request
for repair or maintenance of a CenturyLink service provided to BullsEye.
46.3 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.
46.4 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.
46.5 The Parties will not use a request for End User information, order submission,
or any other aspect of its processes or services to aid its retail marketing or
sales efforts.
46.6 CenturyLink will provide training, on a non-discriminatory basis, for all
CenturyLink employees who may communicate, either by telephone or face-
to-face, with BullsEye 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.
46.
44.
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47.
46.7 CenturyLink will recognize BullsEye as the Subscriber of Record for all Network
Elements or services for resale ordered by BullsEye and will send all notices,
invoices, and information which pertain to such ordered services directly to
BullsEye. BullsEye will provide CenturyLink with addresses to which
CenturyLink will send all such notices, invoices, and information.
CAPACITY PLANNING AND FORECASTS
47.1 Forecast Requirements for lnterconnection, if applicable.
47 .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 BullsEye Service Orders
should BullsEye not perform obligations as specified in this
Section.
47.1.2 BullsEye 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 solutionsto accommodate orders when facilities are not available.
Company forecast information must be provided by BullsEye 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.
ORDERING AND PROVISIONING
48.1 National Exchange Access Center (NEAC)
48.1.1 CenturyLink shall provide a NEAC or equivalent which shall serve
as BullsEye's point of contact for all activities involved in the
ordering and provisioning of CenturyLink's resale services.
48.1.2 The NEAC shall provide to BullsEye a nationwide telephone
number answered during its normal office hours by competent,
knowledgeable personnel trained to answer questions and
resolve problems in connection with the ordering and provisioning
of resale services.
48.1.3 CenturyLink shall provide, as requested by BullsEye, through the
NEAC, provisioning and Premises visit installation support in the
form of coordinated scheduling, status, and dispatch capabilities
during Centurylink's standard business hours, unless the Parties
agree otherwise.
48.2 NationalAccess Service Center (NASC)
48.2.1 CenturyLink shall provide a NASC or equivalent which shall serve
as BullsEye's point of contact for all activities involved in the
ordering and provisioning of CenturyLink's Resale services.
48.
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48.3 Ordering and Provisioning
48.3.1
48.3.2
48.3.3
48.3.4
48.3.5
48.3.6
48.3.7
48.3.8
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CenturyLink will provide necessary ordering and provisioning
business process support as well as those technical and systems
interfaces as may be required to enable BullsEye to provide
resale services, including the functions, features, and capabilitiesof such services, and Unbundled Network Elements. lf
CenturyLink deploys any enhanced electronic capability
CenturyLink will notify BullsEye of availability and BullsEye shall
use the processes for performing transaction(s) to the extent
practicable and the use of any other interface or process will be
discontinued.
The Parties agree that orders for services under this Agreement
will not be submitted or accepted until after the completion of all
account establishment activities, including but not limited to, the
documents and information subscribed in Section42.1, unless
the Parties mutually agree upon a different date based on the
specific circumstances of the Parties' relationship.
Except as specifically provided otherwise in this Agreement, pre-
ordering, ordering and provisioning of resold services shall be
governed in accordance with CenturyLink's Standard Practices.
CenturyLink will provide provisioning intervals and procedures for
design and complex services on a nondiscriminatory basis.
Complex Service Order charges pursuant to Tariff terms may
apply.
Where technically feasible, the NEAC will coordinate support for
all designed and/or complex services provided to BullsEye.
To the extent required by Applicable Law, and upon request from
BullsEye, employing CenturyLink's LSR, CenturyLink will provide
blocking of 700, 900, and 976 services, or other services of similar
type as may now exist or be developed in the future, and shall
provide Billed Number Screening (BNS), including required LIDB
updates, or equivalent service for blocking completion of bill-to-
third party and collect calls, on a line, PBX, or individual service
basis. Blocking shall be provided to the extent it is an available
option for the Telecommunications Service resold by BullsEye.
When ordering a resale service via an LSR Service Order,
BullsEye may order separate lnterLATA and lntraLATA service
providers (i.e., two PlCs) on a line or trunk basis, and BullsEye
agrees to pay the applicable Service Order and PIC charges
associated with such order. CenturyLink will accept PIC change
orders for lntraLATA toll and long distance services through the
service provisioning process.
The standard Service Order charges as listed in the Table 1 of
this Agreement shall apply to all orders.
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48.4 Service Order Process Requirements
48.4.1 CenturyLink will accept orders for As-ls Transfer of services from
CenturyLink to BullsEye where CenturyLink is the End User's
current local exchange carrier.
48.4.2 For resale of CenturyLink services CenturyLink shall not
disconnect any subscriber service or existing features at any time
during the migration of that subscriber to BullsEye service without
prior BullsEye agreement.
48.4.3 When BullsEye has obtained an End User from another reseller
of CenturyLink services, BullsEye will inform CenturyLink of the
transfer by submitting standard LSR forms to CenturyLink via the
LSR process.
48.4.4 Subject only to any system limitation noted in Centurylink's
Standard Practices, Multiple Working Telephone Numbers (\AffN)
may be included in one order provided the numbers are for the
same customer at a specific location.
48.4.5 ln situations where BullsEye has the use of the facilities
(i.e., Local Loop) to a specific customer Premises, through resale
of local service, and CenturyLink receives a good faith request for
service from a customer at the same Premises or from another
carrier with the appropriate customer authorization, the
procedures below will apply.
48.4.6 CenturyLink will follow methods prescribed by the FCC and any
applicable State regulation for carrier change verification.
48.4.7 Where BullsEye is using a single facility to provide service to
multiple End Users, CenturyLink will not disconnect that facility as
a result of the following procedures.
48.4.8 When BullsEye submits an order for an End User that is changing
local service providers for existing service, and is not adding
service (i.e., an additional line), CenturyLink will process the
service request without delay, and provide the losing competitive
LEC a customer loss notification consistent with industry
standards.
48.4.9 When an order is submitted for an End User adding service to
existing service (i.e., an additional line), the order should be
marked as an additional line and existing facilities will not be
affected.
48.4.10 Unless otherwise directed by BullsEye and when technically
capable, when BullsEye orders resale Telecommunications
Services all trunk or telephone numbers currently associated with
existing services shall be retained without loss of feature
capability and without loss of associated ancillary services
including, but not limited to, Directory Assistance and 9111E911
capability.
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48.4.11
48.5 Abandoned Service
48.5.1
48.5.2
48.5.3
48.5.4
48.6 Due Date
48.6.1
48.6.2
48.6.3
48.7 Coordination Requests
48.7.1
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CenturyLink shall provide unbranded intercept treatment and
transfer of service announcements to BullsEye's End Users.
CenturyLink shall provide such treatment and transfer of service
announcement in accordance with local Tariffs and as provided
to similarly situated CenturyLink End Users for all service
disconnects, suspensions, or transfers.
Abandoned service occurs when an End User vacates Premises
without notifying the local service provider and a new End User
moves into the vacated Premises and orders service from a local
service provider and neither CenturyLink nor the previous local
service provider are aware that the original End User has
abandoned the service in place.
When a carrier requests service at a location and marks the order
as abandoned and BullsEye is the previous localservice provider,
CenturyLink shall notify BullsEye that it has had a request for
service at the Premises that is currently being served by BullsEye.
lf available to CenturyLink, CenturyLink shall include the name
and address of the End User receiving service at such Premises,
but at a minimum shall provide local service address information
to BullsEye.
lf BullsEye does not respond within twenty-four (24) hours
(excluding weekends and holidays) after receiving CenturyLink's
notification or if BullsEye responds relinquishing the facilities,
CenturyLink shall be free to use the facilities in question and
CenturyLink shall issue a disconnect order with respect to the
service at that location. lf BullsEye responds stating that the
service is working and should not be disconnected, CenturyLink
will notify the carrier ordering service and request verification of
the Premises or the submission of an order for an additional line.
CenturyLink shall supply BullsEye with due date intervals to be
used by BullsEye personnel to determine service installation
dates.
The ordering process and standard provisioning intervals
applicable to resale services set forth on the CenturyLink
Website, and such process and intervals shall apply.
CenturyLink shall use reasonable efforts to complete orders by
BullsEye requested due date within agreed upon intervals.
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.
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48.7.2 For subscriber conversions requiring coordinated cut-over
activities, on a per order basis, CenturyLink and BullsEye 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.
48.7.3 Any request made by BullsEye to coordinate conversions after
normal working hours, or on Saturdays or Sundays or
CenturyLink holidays shall be performed at BullsEye's request
and expense. Coordination requests outside of normal business
hours/weekends will incur additional charges.
48.7.4 CenturyLink will perform all of its standard pre-service testing
prior to the completion of the Service Order. CenturyLink is not
otherwise responsible for the Telecommunications Services
provided by BullsEye
48.7.5 Upon BullsEye's request, Centurylink shall suspend or restore
the functionality of any resale service to which suspend/restore is
applicable.
48.7.6 Upon completion of the requests submitted by BullsEye,
CenturyLink shall provide to BullsEye a completion notification.
48.8 Subscriber Premises lnspections and lnstallations
48.8.1 BullsEye shall perform or contract for all BullsEye's needs
assessments, including equipment and installation requirements
required beyond the Demarcation PoinUNlD, located at the
subscriber Premises.
48.9 Firm Order Confirmation (FOC)
48.9.1 CenturyLink shall provide to BullsEye, a Firm Order Confirmation
(FOC) for each BullsEye order. The FOC shall contain the
appropriate data elements as defined by the OBF standards.
48.9.2 For a revised FOC, CenturyLink shall provide standard detail as
defined by the OBF standards.
48.9.3 CenturyLink shall provide to BullsEye the date that service is
scheduled to be installed.
48.10 Order Rejections
48.10.1 CenturyLink shall reject and return to BullsEye any order that
CenturyLink cannot provision, due to technical reasons, missing
information, or jeopardy conditions resulting from BullsEye
ordering service at less than the standard order interval.
48.10.2 When an order is rejected, Centurylink will, in its reject
notification, describe the existing reasons for which the order was
rejected.
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48.11 Service Order Charges
48.11.1 lf an installation or other BullsEye ordered work requires a change
from the original BullsEye Service Order in any manner, BullsEye
shall initiate a revised Service Order. lf requested by BullsEye,
CenturyLink will provide BullsEye an estimate of additional labor
hours and/or materials.
lf a BullsEye End User requests a change, CenturyLink, will, at
that time, direct the End User to contact BullsEye, and BullsEye
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.
48.11.2
48.11.3
48.12 Expedites
48.12.1 lf expedited service is requested, BullsEye 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.48.12.2
48.13 Cancellations
48.13.1 CenturyLink may cancel orders for service that have had no
activity within thirty-one (31) consecutive Days after the original
service request date. Certain complex UNEs and UNEs requiring
facility build-outs that may take longer than thirty-one (31) Days
to provision will be excluded from this provision.
48.14 Discontinuance of Service (Snap-back Provision)
48.14.1 lf either Party 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, either Party shall send written notice of such
discontinuation to the other Party, the Commission, and each
End User. The discontinuing Party shall provide notice in advance
of discontinuation of its service as required by Applicable Law.
Unless the period for advance notice of discontinuation of service
required by Applicable Law is more than thirty (30) Days, to the
extent commercially feasible, the discontinuing Party shall send
such notice at least thirty (30) Days prior to its discontinuation of
service.
48.14.2 Such notice must advise each End User that, unless action is
taken by the End User to switch to a different carrier prior to
discontinuing Party's proposed discontinuation of service, the
End User will be without the service.
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49.
48.14.3 The discontinuing Party may provide the other Party the End User
information nece;sary for that Party to establish service for the
End User, including, but not limited to, BullsEye End User's billed
name, listed name, service address, and billing address, and the
services being provided to BullsEye End Users.
48.15 Nothing in this Section shall limit Centurylink's right to cancel or terminate this
Agreement under Section 6 or to suspend provision of services under
Section 8 of this Agreement.
UNIVERSAL SERVICE FUND
49.1 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
reseller BullsEyes 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, BullsEye must
provide CenturyLink a signed statement certiffing that it is reselling the
services provided by CenturyLink in the form of telecommunications, and will,
in fact, contribute directly to the FUSF. lf BullsEye does not provide this
statement, or othenryise certify that it is exempt from remitting the FUSC,
CenturyLink must report the revenues obtained from the provision of service to
BullsEye as End User revenues for purposes of calculating and reporting
FUSC contributions, and CenturyLink shall be entitled to recoverfrom BullsEye
the resulting FUSF contributions attributable to such revenues, in accordance
with Applicable Law.
49.2 To comply with FCC rules regarding the funding of Universal Service, BullsEye
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.
49.2.1 lt is expressly understood and agreed by the Parties that BullsEye
represents to CenturyLink that BullsEye is making adequate
payments into the FUSF, and BullsEye's representations to
CenturyLink in connection therewith, are subject to the
indemnification provisions of Section 22, which, for purposes of
this Section, serve to indemnify CenturyLink.
BILLING AND PAYMENTS/DISPUTED AMOUNTS
50.1 ln consideration of the services provided by CenturyLink under this Agreement,
BullsEye shall pay the charges set forth in this Agreement, subject to change
in law and to the dispute provisions provided herein. CenturyLink may limit or
modify the form(s) of payment that will be accepted from time to time.
CenturyLink will not accept card payments (e.9., crediUdebiUATM cards) or any
form of payment that reduces the net amount received by CenturyLink.
50.2 BullsEye 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
50
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50.3
50.4
50.5
50.6
50.7
appropriate FCC Tariff. lf BullsEye requests additional copies of the monthly
invoice, CenturyLink may also bill BullsEye for the additional copies. The
procedures and limitations governing bill media, including the availability of
secondary media and Bill Media Request Forms, are set forth in CenturyLink's
Bill Media Guide.
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.
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.
To the extent that BullsEye orders blocking, BullsEye is responsible for
blocking charges. lf blocking services are not ordered, BullsEye will be
responsible for all charges for 700, 900, and 976 services, or other services of
similar type made by BullsEye's End Users.
Billing Specifications
50.6.1 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).
50.6.2 Usage Measurement: Usage measurement for calls shall begin
when answer supervision or equivalent Signaling System 7 (SS7)
message is received from the terminating office and shall end at
the time of call disconnect by the calling or called subscriber,
whichever occurs first.
50.6.3 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.
50.6.4 Each Party shall calculate terminating MOUs based on standard
AMA recordings made within each Party's network, these
recordings being necessary for each Party to generate bills to the
other Party. ln the event either Party cannot measure minutes
terminating on its network where Technically Feasible, the other
Party shall provide the measuring mechanism or the Parties shall
otherwise agree on an alternate arrangement.
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 BullsEye the appropriate
records to bill Exchange Access charges to the lXC. CenturyLink will capture
records for inward terminating calls and send them to BullsEye, as appropriate,
via CenturyLink's standard processes. Upon CenturyLink's request, BullsEye
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50.8
50.9
50.10
50.1 1
50.12
50.'13
50.14
50.1 5
will provide CenturyLink the appropriate records to bill Switched Access
Service charges to lXCs. BullsEye will capture records for inward terminating
calls and send them to CenturyLink, as appropriate, in an agreed upon
process.
Upon request by BullsEye 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 BullsEye.
CenturyLink will bill BullsEye for message provisioning and, if applicable, data
tape charges related to Exchange Access traffic and Transit Traffic records.
CenturyLink will bill BullsEye for the records at the rates on Table 1 . lf BullsEye
requests additional copies of the monthly invoice, CenturyLink may also bill
BullsEye for the additional copies.
The Parties will bill each other in a timely manner. lf BullsEye requests
additional copies of the monthly invoice, CenturyLink may also bill BullsEye for
the additional copies.
Except for billing pursuant to a Section 15 Dispute Resolution process
determination, neither Party will initiate credit claims or bill the other Party for
previously unbilled, under-billed or over-billed charges for services under this
Agreement that were provided more than twenty-four (24) months prior to the
applicable most recent Bill Date, unless a longer period is warranted as a result
of fraud, concealment or other similar circumstances.
Except as otherwise provided in this Agreement, payment of amounts billed for
services provided under this Agreement shall be in immediately available U.S.
funds, and shall be due by the Bill Due Date.
lf the Bill Due Date is a Saturday, Sunday, or has been designated a Federal
or bank holiday, payment is due by the next Business Day.
Any undisputed amount not received by the billing Party by the Bill Due Date,
shall be assessed a late payment charge on the past due balance. The billed
Party agrees to pay, a late payment charge of one and one-half percent (1.5o/o)
compounded monthly, provided however that the billing Party shall not charge
a late fee which exceeds the maximum amount permitted under any Applicable
Laws. Such late payment charges shall be included on the next billing invoice.
lf any portion of an amount billed under this Agreement is subject to a good
faith dispute between the Parties, the billed Party shall give written notice to
the billing Party of the amounts it disputes (Disputed Amounts) and shall
include in such notice specific details and reasons for disputing each item.
Such written notice shall be submitted in accordance with the process for
submitting billing dispute claims set forth on the CenturyLink website. Disputed
billing claims shall be submitted no later than the Bill Due Date.
50.15.1 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.
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50.'16
50.17
50.18
50.1 I
50.15.2 Payment of billed amounts that are subsequently disputed after
the Bill due Date, or which become the subject of a request for
adjustment shall not constitute or be deemed to represent a
waiver of such Party's right to submit a dispute or seek an
adjustment of such Party's account with respect to such paid
amounts, and the paying Party shall not be required to designate
any such payment as "conditional" or "under protest" in order to
submit a dispute or seek a subsequent adjustment with respect to
amounts which have previously been paid.
lf a dispute is resolved in favor of the Billing Party, the billed Party shall pay the
disputed charges and any applicable late payment charges in full no later than
the next Bill Due Date following resolution of the dispute.
lf the dispute is resolved in favor of the billed Party, the Billing Party will adjust
the Billing after the resolution of the dispute and will credit the Billed Party for
the granted disputed charges and any associated billed late payment charges.
lf the Parties cannot resolve the dispute within one hundred twenty (120) 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 the Dispute
Resolution Section of this Agreement.
50.18.1 lf the Parties cannot resolve the dispute within one hundred
twenty (120) Days of the written notice of dispute, and the Billed
Party does not provide written notice of escalation of the dispute
within such timeframe, the billed Party waives its alleged
entitlement to and/or right to withhold such Disputed Amount and
all withheld amounts, including accumulated late payment
charges, becomes immediately due.
Notwithstanding Sections50.18 and 50.18.1, if the billing Party provides
written notice to the billed Party that a billing dispute has been denied, stating
the grounds for such determination, then the billed Party shall have forty five
(45) 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 the
Dispute Resolution Section of this Agreement. Such notice may be
accompanied by any additional, relevant materials submitted by BullsEye. lf
the billed Party fails to give written notice exercising the right to escalate the
dispute within the forty five (45) 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, including
accumulated late payment charges become immediately due.
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50.20
50.21
50.22
50.19.1 Failure by the billed Party to give written notice exercising the right
to escalate a dispute pursuant to the Dispute Resolution Section
of this Agreement following a notice of denial under Section 50.1 1
shall also preclude the Party from thereafter requesting an
escalation of the same dispute under the Dispute Resolution
Section of this Agreement.
50.19.2 Failure by the billed Party to make a timely response to a notice
of denial under Section 50.19 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 50.
Both BullsEye and CenturyLink agree to expedite the investigation of any
Disputed amounts, promptly provide all documentation regarding the amount
disputed that is reasonably requested by the other Party, and work in good
faith in an effort to resolve and settle the dispute through informal means prior
to escalating the billing dispute pursuant to the Dispute Resolution Section of
this Agreement.
A billing dispute which has been resolved by a written settlement agreement
between the Parties may not be resubmitted under the dispute resolution
process.
Effect of Non-Payment
50.22.1 lf the billed Party does not pay all undisputed charges by the Bill
Due Date, the billing Party may discontinue processing orders for
services provided under this Agreement and may invoke the
Default provisions of Section 6.6 on or after the tenth (1Oth) Day
following the Bill Due Date provided the billing Party notifies the
other Party in writing, via email or certified mail, at least five (5)
Days prior to discontinuing the processing of orders. lf the billing
Party continues to accept 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 41.
50.22.2 Notwithstanding Section 50.22.1 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 thirty (30) Business
Days prior to disconnection of the unpaid service(s). Such
notification may be included in a notification to refuse to accept
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50.22.3
51.AUDITS
51.1
51.2
additional orders pursuant to Section 50.22.1 so long as the
appropriate dates for each consequence are listed therein. lf the
services are disconnected and the billed Party subsequently pays
all such undisputed charges and desires to reconnect any such
disconnected services, the billed Party 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 41.
Notwithstanding Sections 50.22.1 and 50.22.2 above, if the billing
Party is forced to undertake collection efforts for undisputed,
Defaulted or post-termination amounts outstanding or for
Disputed Amounts that have been resolved in the billing Party's
favor, the billed Party is liable for reimbursement to the billing
Party for any and all costs associated with the collection of such
a debt, including but not limited to collection agency fees and legal
fees.
Each Party to this Agreement will be responsible for the accuracy and quality
of its data as submitted to the other Party involved. Subject to each Party's
reasonable security requirements and except as may be otherwise specifically
provided in this Agreement, either Party, at its own expense, may audit the
other Party's books, records and other documents directly related to billing and
invoicing once in any twelve (12) month period for the purpose of evaluating
the accuracy of the other Party's billing and invoicing. Audit shall mean a
comprehensive review of bills for services performed under this Agreement;
Examination shall mean an inquiry into a specific element of or process related
to bills for services performed under this Agreement. Either Party (the
Requesting Party) may perform one (1) Audit per 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.
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
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52
Audit or Examination, the documents and processes to be reviewed, and the
time, place and manner in which the Audit or Examination shall be performed.
Audited Party agrees to provide Audit or Examination support, including
appropriate access to and use of Audited Pafi's facilities (e.9.: conference
rooms, telephones, copying machines).
51.3 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.
51.4 Adjustments based on the audit findings 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.
51.5 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.
51.6 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.
51.7 This Section shall survive expiration or termination of this Agreement for a
period of one (1) year after expiration or termination of this Agreement.
CENTURYLINK OSS INFORMATION
52.1 Subject to the provisions of this Agreement and Applicable Law, BullsEye shall
have a limited, revocable, non-transferable, non-exclusive right to use
CenturyLink OSS lnformation during the term of this Agreement, for BullsEye's
internal use for the provision of Telecommunications Services to BullsEye End
Users in the State.
52.2 All CenturyLink OSS lnformation shall at all times remain the property of
CenturyLink. Except as expressly stated in this Article, BullsEye shall acquire
no rights in or to any CenturyLink OSS lnformation. CenturyLink reserves all
rights not expressly granted herein.
52.2.1 BullsEye shalltreat CenturyLink OSS lnformation as Confidential
lnformation of CenturyLink pursuant to Section 12.
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52.3
52.2.2 BullsEye shall not have any right or license to grant sublicenses
to other persons, or grant permission to other persons (except
BullsEye's employees, agents or contractors, in accordance with
Section 52.2.3 below), to access, use or disclose CenturyLink
OSS lnformation, except as provided in Section 52.2.3 below.
52.2.3 BullsEye's employees, agents and contractors may access, use
and disclose CenturyLink OSS lnformation only to the extent
necessary for BullsEye'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 BullsEye's employees, agents or contractors, shall be subject
to the provisions of this Agreement, including, but not limited to,
Section 12 and Sections 52.2.1 and 52.2.2 above. BullsEye shall
ensure that its employees, agents, and contractors comply with
all provisions herein relating to access to and use of CenturyLink
OSS lnformation.
Unless sooner terminated or suspended in accordance with the Agreement or
this Article (including, but not limited to Sections 6, 50 and 52.7.1 below),
BullsEye's access to, and use of, CenturyLink OSS lnformation through
CenturyLink OSS Services shall terminate upon the expiration or termination
of the Agreement.
52.3.1 CenturyLink shall have the right (but not the obligation) to audit
BullsEye to ascertain whether BullsEye is complying with the
requirements of Applicable Law and this Agreement with regard
to BullsEye's access to, and use and disclosure of, CenturyLink
OSS lnformation.
52.3.2 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 BullsEye's access to
and use of CenturyLink OSS lnformation, to ascertain whether
BullsEye is complying with the requirements of Applicable Law
and this Agreement.
52.3.3 lnformation obtained by CenturyLink pursuant to this Section 52
shall be treated by CenturyLink as Confidential lnformation of
BullsEye pursuant to Section 12; provided that, CenturyLink shall
have the right to use and disclose information pursuant to this
Article to enforce CenturyLink's rights under the Agreement or
Applicable Law.
52.3.4 All CenturyLink OSS lnformation received by BullsEye shall be
destroyed or returned by BullsEye to CenturyLink, upon
expiration, suspension or termination of the right to use such
CenturyLink OSS lnformation.
52.3.5 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.
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52.4
52.5
52.6
52.7
52.8 Cooperation
52.8.1
52.8.2
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.
BullsEye understands that any OSS access to obtain CPNI that is made
without prior customer permission to access the information or for BullsEye to
become the customer's service provider shall be a material breach of this
Agreement.
CenturyLink will provide BullsEye with access to documentation and user
manuals that set forth the methods and procedures to utilize CenturyLink's
OSS service. BullsEye 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.
Liabilities And Remedies
52.7.1 lf BullsEye or an employee, agent or contractor of BullsEye, at
any time breaches a provision of this Section 52 and such breach
continues after notice thereof from CenturyLink, then, except as
otherwise required by Applicable Law, CenturyLink shall have the
right, upon notice to BullsEye, to suspend or terminate the right
to use CenturyLink OSS services granted by Section 52.1 above
and/or the provision of CenturyLink OSS services, in whole or in
part.
52.7.2 BullsEye agrees that CenturyLink would be irreparably injured by
a breach of this Article by BullsEye or the employees, agents or
contractors of BullsEye, 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 52.7.1, 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.
52.7.3 Any breach of any provision of this Article by any employee,
agent, or contractor of BullsEye shall be deemed a breach by
BullsEye.
BullsEye, at BullsEye's expense, shall reasonably cooperate with
CenturyLink in using CenturyLink OSS Services. Such
cooperation shall include, but not be limited to, the following:
BullsEye 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.
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53.
52.8.3 Upon Centurylink's request, BullsEye 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.
52.9 Future Enhancements To CenturyLink OSS Facilities
52.9.1 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 BullsEye.
52.9.2 lf CenturyLink makes enhancements to the existing OSS, the
Parties agree that to the extent practicable, BullsEye 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
53.1 Recorded Usage Data includes, but is not limited to, the following categories
of information:
53.1.1 Use of CLASS/LASS/Custom Calling Features that CenturyLink
records and bills for its End Users on a per usage basis;
53.1.2 Calls to Directory Assistance where CenturyLink provides such
service to a BullsEye End User;
53.1.3 Calls completed via CenturyLink provided Operator Services
where CenturyLink provides such service to BullsEye's local
service End User and where CenturyLink records such usage for
its End Users using lndustry Standard Telcordia EMI billing
records;
53.1.4 Access records related to long distance calling;
53.1.5 CenturyLink -provided Centrex Service, station level detail.
53.2 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 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 BullsEye agree that
they shall retain, at each Party's sole expense, copies of all EMI records
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53.3
53.4
53.5
transmitted to the other Party for at least forty-five (45) Days after transmission
to the other Party.
Except as stated in the preceding Section, subject to the requirements of
Applicable Law, the manner in which, and the frequency with which, BullsEye
Usage lnformation will be provided to BullsEye shall be determined by
CenturyLink.
General Procedures
53.4.1 CenturyLink shall maintain a machine readable back-up copy of
the message detail provided to BullsEye for a minimum of forty-
five (45) Days. During the forty-five (45) Day period, CenturyLink
shall provide any data back-up to BullsEye upon the request of
BullsEye. lf the forty-five (45) Day period has expired,
CenturyLink may provide the data back-up at BullsEye's expense.
53.4.2 CenturyLink shall provide to BullsEye, Recorded Usage Data for
BullsEye End Users. CenturyLink shall not submit local usage
data of other providers as part of the BullsEye Recorded Usage
Data.
53.4.3 CenturyLink shall not bill directly to BullsEye End Users any
recurring or non-recurring charges for BullsEye's services to the
End User except where explicitly permitted to do so within a
written agreement between CenturyLink and BullsEye.
53.4.4 CenturyLink shall provide Recorded Usage Data to BullsEye
billing locations as agreed to by the Parties.
53.4.5 CenturyLink shall bill and BullsEye shall pay the charges for
Recorded Usage Data. Billing and payment shall be in
accordance with the applicable terms and conditions set forth
herein.
Charges
53.5.1 Access Services, including revenues associated therewith,
provided in connection with the resale of services hereunder shall
be the responsibility of CenturyLink and CenturyLink shall directly
bill and receive payment on its own behalf from an IXC for access
related to interexchange calls generated by resold or rebranded
customers.
CenturyLink will deliver one monthly statement for Usage Data
Billing Services in the medium selected by BullsEye 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;
b. Where local usage charges apply and message detail is
created to support available services, BullsEye will pay
CenturyLink for providing such call detail;
53.5.2
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53.6
53.7
c. 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 BullsEye for both intra-region and inter-region billing
exchanges of calling card, billto-third party, and collect calls
under separately negotiated settlement arrangements.
d. CenturyLink shall bill for message provisioning and the
provision of usage records.
Other Billed Charges. BullsEye is responsible for all charges incurred by
BullsEye's End Users.
Lost Data
53.7.1 Loss of Recorded Usage Data. BullsEye Recorded Usage Data
determined to have been lost, damaged or destroyed as a result
of an error or omission by CenturyLink in its performance of the
recording function shall be recovered by CenturyLink, if possible,
at no charge to BullsEye. ln the event the data cannot be
recovered by CenturyLink, CenturyLink shall estimate the
messages and associated revenue, with assistance from
BullsEye, based upon the method described below. This method
shall be applied on a consistent basis, subject to modifications
agreed to by CenturyLink and BullsEye. This estimate shall be
used to adjust amounts BullsEye owes CenturyLink for services
CenturyLink provides in conjunction with the provision of
Recorded Usage Data.
53.7.2 Partial Loss. CenturyLink shall review its daily controls to
determine if data has been lost. When there has been a partial
loss, actual message and minute volumes shall be reported, if
possible through recovery as discussed in this Section. Where
actual data are not available, a full day shall be estimated for the
recording entity, as outlined in the following paragraphs. The
amount of the partial loss is then determined by subtracting the
data actually recorded for such day from the estimated total for
such day.
53.7.3 Complete Loss. When CenturyLink is unable to recover data as
discussed in this Section, estimated message and minute
volumes for each loss consisting of an entire AMA tape or entire
data volume due to its loss prior to or during processing, lost after
receipt, demagnetized before processing, receipt of a blank or
unreadable tape, or lost for other causes, shall be reported.
53.7.4 Estimated Volumes. From message and minute volume reports
for the entity experiencing the loss, CenturyLink shall secure
message/minute counts forthe four (4) corresponding Days of the
weeks preceding that in which the loss occurred and compute an
average of these volumes. Centurylink shall apply the
appropriate average revenue per message (ARPM) agreed to by
BullsEye and CenturyLink to the estimated message volume for
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53.8
53.9
53.1 0
messages for which usage charges apply to the subscriber to
arrive at the estimated lost revenue.
53.7.5 lf the Day of loss is not a holiday but one (1) or more of the
preceding corresponding Days is a holiday, CenturyLink shall use
additional preceding weeks in order to procure volumes for
two (2) non-holidays in the previous two (2) weeks that
correspond to the Day of the week that is the Day of the loss.
53.7.6 lf the loss occurs on a weekday that is a holiday (except
Christmas Day and Mother's Day), CenturyLink shall use volumes
from the two (2) preceding Sundays.
53.7 .7 lf the loss occurs on Mother's Day or Christmas Day, CenturyLink
shall use volumes from that Day in the preceding year multiplied
by a growth factor derived from an average of BullsEye's most
recent three (3) month message volume growth. lf a previous
year's message volumes are not available, a settlement shall be
negotiated.
Testing, Changes and Controls
53.8.1 The Recorded Usage Data format, content, and transmission
process shall be tested as agreed upon by BullsEye and
CenturyLink.
53.8.2 Control procedures for all usage transferred between CenturyLink
and BullsEye 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 BullsEye
and CenturyLink.
BullsEye Requested Changes
53.9.1 BullsEye may submit a request to negotiate and pay for changes
in the content and format of the usage data transmitted by
CenturyLink.
53.9.2 When the negotiated changes are to be implemented, BullsEye
and/or CenturyLink shall arrange for testing of the modified data.
Rejected Recorded Usage Data
53.10.1 Upon agreement between BullsEye and CenturyLink, messages
that cannot be rated and/or billed by BullsEye may be returned to
CenturyLink in their original format.
53.10.2 CenturyLink may correct and resubmit to BullsEye any messages
returned to CenturyLink. CenturyLink will not be liable for any
records determined by CenturyLink to be billable to a BullsEye
End User. BullsEye will not return a message that has been
corrected and resubmitted by CenturyLink. CenturyLink will only
assume liability for errors caused by CenturyLink.
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53.10.3 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.
53.11 Data Validation Files
53.11.1 Upon request, CenturyLink will provide BullsEye with any of the
following Data Validation Files at the rates identified in Table 1.At CenturyLink's option, the files will be provided via
downloadable, email, or other electronic format:
a. MSAG
b. Feature/Service Availability by Switch
c. Directory Names
d. Class of Service Codes
e. Community Names
f. Yellow Page Headings
g. PIC/LPIC (lnterLATA/lntraLATA)
53.11.2 BullsEye may obtain a data validation file not more than once per
quarter.
53.12 Usage Recording for Resold Services
53.12.1 CenturyLink shall record all usage originating from BullsEye End
Users using resold services ordered by BullsEye, where
CenturyLink records those same services for CenturyLink End
Users.
54. CENTURYLINK ACCESS TO INFORMATION RELATED TO BULLSEYE
CUSTOMERS
54.1 CenturyLink shall have the right to access, use and disclose information related
to BullsEye 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 BullsEye in the manner required by Applicable Law.
54.2 Upon request by CenturyLink, BullsEye shall negotiate in good faith and enter
into a contract with CenturyLink, pursuant to which CenturyLink may obtain
access to BullsEye'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 BullsEye, to permit CenturyLink to obtain information
related to BullsEye End Users (as authorized by the applicable BullsEye), 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.
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55. MAINTENANCE AND REPAIR
55.1 ln the event of an outage or trouble in any service being provided by
CenturyLink hereunder, BullsEye will follow CenturyLink's standard
procedures for isolating and clearing the outage or trouble. Before submitting
a repair request to CenturyLink, BullsEye will isolate trouble to the CenturyLink
network and must submit test results indicating the location of the trouble when
submitting the repair request.
55.2 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.
55.3 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 BullsEye with maintenance
support at Parity.
55.3.1 For purposes of service restoral, CenturyLink shall designate a
BullsEye 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.
55.4 CenturyLink shall provide BullsEye maintenance dispatch personnel on the
same schedule that it provides its own subscribers.
55.5 All CenturyLink employees or contractors who perform repair service for
BullsEye End Users shall follow CenturyLink standard procedures in all their
communications with BullsEye End Users. These procedures and protocols
shall ensure that.
55.5.1 CenturyLink employees or contractors shall perform repair
service that is equal in quality to that provided to CenturyLink End
Users; and
55.5.2 Trouble calls from BullsEye shall receive response time priority
that is equal to that of Centurylink End Users and shall be
handled on a "first come first served" basis regardless of whether
the End User is a BullsEye End User or a CenturyLink End User.
55.6 On all misdirected calls from BullsEye End Users requesting repair,
CenturyLink shall provide such BullsEye End User with the correct BullsEye
repair telephone number as such number is provided to CenturyLink by
BullsEye. lf CenturyLink initiates trouble handling procedures, it will bear all
costs associated with that activity. lf BullsEye 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 BullsEye will bear the cost.
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ARTICLE V. RESALE
57
LOCAL TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE
56.1 All services made available by CenturyLink, which are to be offered for resale
pursuant to the Act, are subject to the terms and conditions herein, the
applicable general terms and conditions in Article ll, and Applicable Law.
CenturyLink will make available to BullsEye for resale to End Users any local
Telecommunications Services that CenturyLink currently offers, or may offer
hereafter, on a retail basis to subscribers that are not Telecommunications
Carriers, including such services as are made available by CenturyLink to its
retail End Users via its applicable local retail Tariff or other retail
Telecommunication Service offerings (hereinafter, "resold services"). Terms,
conditions, and use limitations for BullsEye shall be in Parity with services
offered by CenturyLink to its End Users. The list of services described herein
which CenturyLink shall make available to BullsEye for resale pursuant to this
Agreement is neither all inclusive nor exclusive.
56.2 Resold services are available where facilities currently exist and are capable
of providing such services without construction of additional facilities or
enhancement of existing facilities. However, if BullsEye requests that facilities
be constructed or enhanced to provide services for resale, CenturyLink will
construct facilities to the extent necessary to satisfy its obligations to provide
basic Telephone Exchange Service as set forth in CenturyLink retail Tariffs,
catalogs, price lists, or other retailTelecommunications Services offerings and
Commission rules. Under such circumstances, CenturyLink will develop and
provide to BullsEye a price quote for the facilities construction. Construction
charges associated with resold services will be applied in the same manner
that construction charges apply to CenturyLink retail End Users. lf the price
quote is accepted by BullsEye, BullsEye will be billed the quoted price and
construction will commence after receipt of payment.
56.3 Except as otherwise agreed to in writing by CenturyLink, CenturyLink shall not
be responsible for the installation, inspection, maintenance, repair or removal,
of facilities, equipment, software, or wiring provided by BullsEye or BullsEye's
End Users for use with any resold services.
56.4 CenturyLink and its suppliers shall retain all rights, title and interest in any
respective facilities, equipment, software, information, and wiring, used to
provide BullsEye with resold services under this Agreement.
56.5 When applicable, CenturyLink shall have access at all reasonable times to
BullsEye customer locations for the purpose of installing, inspecting,
maintaining, repairing, and removing, facilities, equipment, software, and
wiring, used to provide resold services under this Agreement. BullsEye shall,
at BullsEye's expense, obtain any rights and/or authorizations necessary for
such access.
GENERAL TERMS AND CONDITIONS FOR RESALE SERVICES
57.1 BullsEye as Customer of Record. BullsEye will be the customer of record for
all resold services purchased from CenturyLink. Except as specified herein,
CenturyLink will take orders from, bill and expect payment from BullsEye for all
services ordered.
56.
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57.2
57.3
57.4
57.5
58.PR!CING
58.1
58.2
58.3
Billing. CenturyLink shall not be responsible for the manner in which BullsEye
bills its End Users. All applicable rates and charges for services provided to
BullsEye or to BullsEye's End Users under this Agreement will be billed directly
to BullsEye and shall be the responsibility of BullsEye regardless of BullsEye's
ability to collect; including but not limited to toll and third-party charges unless
BullsEye has taken appropriate actions to restrict BullsEye's End Users' ability
to incur such charges.
Local Calling Detail. BullsEye will be billed for message provisioning at the
rates set forth in Article Vll. lf BullsEye requests additional copies of the
monthly invoice, BullsEye may also be billed for the additional copies.
Originating Line Number Screening (OLNS). Upon request and when
CenturyLink is technically able to provide and billthe service, CenturyLink will
update the database to provide OLNS, which indicates to an operator the
acceptable billing methods for calls originating from the calling number
(e.9., penal institutions, COCOTS).
Timing of Messages. With respect to CenturyLink resold measured rate local
service(s), where applicable, chargeable time begins when a connection is
established between the calling station and the called station. Chargeable time
ends when the calling station "hangs up," thereby releasing the network
connection. lf the called station "hangs up" but the calling station does not,
chargeable time ends when the network connection is released by automatic
timing equipment in the network.
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Calculation of the Resale Discount and the Resulting Resale Rate. A discount
as shown in Table 1 shall apply to the retail rate of Telecommunications
Services made available for resale in this Article, except those services
excluded from resale or from receiving the resale discount as set forth in this
Article or Applicable Law.
Promotions. CenturyLink will make available for resale those promotional
offerings that are greater than ninety (90) Days in duration, and any special
promotional rate will be subject to the applicable resale discount. CenturyLink
will make available for resale those promotional offerings that are less than
ninety (90) Days in duration; however, any special promotional rate or other
promotional offering will not be subject to and may not be used with the
applicable resale discount. For promotional offerings that are less than
ninety (90) Days in duration, BullsEye may choose either the promotion or the
discount at its discretion. ln all cases, in order to obtain a promotional offering,
BullsEye must qualify for the promotional offering under the stated terms of the
offering and must request the offering at the time of order placement. BullsEye
shall not be eligible for any post-provisioning retroactive applicability of a
promotional offering.
Resale of "As ls" Services. When a CenturyLink End User changes service
providers to BullsEye resold service of the same type without any additions or
changes, the only applicable non-recurring charge will be the LSR Service
Order charge.
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59.
58.4 Resale with Changes in Services. lf a BullsEye End User adds features or
services when the End User changes its resold local service from CenturyLink
or another service provider to BullsEye, CenturyLink will charge BullsEye the
normal LSR Service Order charges and/or non-recurring charges associated
with said additions.
58.5 End User Contractual Arrangements. CenturyLink will offer for resale its
currently existing (signed by an End User) Contract Service Arrangements,
Special Arrangements, or lCBs in accordance with FCC and Commission
Rules and Regulations. The End User's contractual' arrangement with
CenturyLink will terminate and any applicable termination liabilities will be
charged to the End User. The terms of the terminated CenturyLink Contract
Service Arrangement, Special Arrangement or ICB will apply to the respective
resold services beginning on the date BullsEye commences to provide service
to the End User and ending on the end date of the Contract Service
Arrangement, Special Arrangement or lCB.
58.5.1 CenturyLink will bill BullsEye the rate in the Contract Service
Arrangement, Special Arrangement or ICB until the originally
contracted end date for such services.
58.5.2 lf CenturyLink does not receive a termination notice for the
arrangement from BullsEye that specifies termination on the
contractual end date, BullsEye will have the choice of accepting
a new contractual arrangement at then-current terms and pricing
or moving to the closest Tariffed or otherwise offered service
equivalent. lf BullsEye does not invoke its choice within 10
Business Days following the end date, then CenturyLink may
select either alternative at its discretion. Any change in the rates
shall be retroactive to the most recent arrangement end date.
58.5.3 Notwithstanding Section 58.5.2, CenturyLink at its discretion may
terminate any contractual arrangement at the specified end date
with no obligation to offer any replacement service.
58.6 Nonrecurring Charges. The resale discount, as shown in the Resale
attachment of this Agreement, does not apply to non-recurring charges
(NRCs), whether such NRCs are contained in this Agreement, in CenturyLink's
applicable retail Tariffs or as otherwise offered on a retail basis.
LIMITATIONS AND RESTRICTIONS ON RESALE
59.1 ln addition to the limitations and restrictions set forth in this Agreement,
CenturyLink may impose other reasonable and non-discriminatory conditions
or limitations on the resale of its Telecommunications Services to the extent
permitted by Applicable Law.
59.2 Cross-Class Selling. BullsEye will not resell to one class of customers a
service that is offered by CenturyLink only to a particular class of customers to
classes of customers that are not eligible to subscribe to such services from
CenturyLink (e.9., R-1 to B-1, disabled services or lifeline services to non-
qualifying customers).
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59.3
59.4
59.5
59.6
59.7
59.8
59.9
59.1 0
59.11
Advanced Telecommunications Services Sold to lSPs. Advanced
Telecommunications Services (Advanced Services) sold to lnternet Service
Providers (lSPs) as an input component to the lSPs' retail internet service
offering shall not be eligible for the resale discount under the terms of this
Agreement.
Voice Mail Service. Voice Mail Service is not a Telecommunications Service
subject to resale under this Agreement. Where offered, BullsEye may
purchase Voice Mail Service and related services for its End Users at
CenturyLink's retail rates; however, no resale discount applies.
Hospitality Service. CenturyLink will provide all blocking, screening, and other
applicable functions available for hospitality lines under Tariff.
LIDB Administration. CenturyLink will maintain customer information for
BullsEyd End Users who subscribe on a retail basis to resold CenturyLink local
service dial tone lines, in CenturyLink's LIDB in the same manner that it
maintains information in LIDB for its own similarly situated End Users.
CenturyLink will update and maintain BullsEye's information in LIDB on the
same schedule that it uses for its own similarly situated End Users.
59.6.1 Untilsuch time as CenturyLink's LIDB has the software capability
to recognize a resold number as BullsEye's, CenturyLink will store
the resold number in its LIDB at no charge and will retain revenue
for LIDB look-ups to the resold number.
Special Access Services. BullsEye may purchase for resale special Access
Seruices; however, no resale discount applies.
COCOT Coin or Coinless Lines. BullsEye may purchase for resale COCOT
coin or coinless line services; however, no resale discount applies.
Grandfathered Services. Services identified in CenturyLink Tariffs as
Grandfathered in any manner are available for resale only to End Users that
already have such Grandfathered Service. An existing End User may not movea Grandfathered Service to a new service location. lf an End User's
Grandfathered Service is terminated for any reason, such Grandfathered
Service may not be reinstalled. Grandfathered Services are subject to a resale
discount, as provided in Table 1.
Universal Emergency Number Service. Universal Emergency Number Service
is not a separate service available for resale. Universal Emergency Number
Service (E911/911 Service) is provided with each local Telephone Exchange
Service line resold by BullsEye whenever E9111911 Service would be provided
on the same line if provided by CenturyLink to a CenturyLink End User.
Services provided for BullsEye's Own Use. Telecommunications Services
provided directly to BullsEye for its own use or for the use of its Subsidiaries
and Affiliates and not resold to BullsEye's End Users must be identified by
BullsEye as such, and BullsEye will pay CenturyLink's retail prices for such
services.
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60.
59.12 BullsEye shall not use resold local Telecommunications Services to provide
access or lnterconnection services to itself, its Subsidiaries and Affiliates,
lnterexchange Carriers (lXCs), wireless carriers, competitive access providers
(CAPs), or any other Telecommunications providers; provided, however, that
BullsEye may permit its subscribers to use resold local exchange telephone
service to access lXCs, wireless carriers, CAPs, or other retail
Telecommunications providers.
59.13 BullsEye may resell services that are provided at a volume and/or term
discount in accordance with the terms and conditions of the applicable Tariff.
Any volume and/or term discount shall be applied first to the retail price, and
the resale discount shall be applied thereafter. BullsEye shall not permit the
sharing of a service by multiple End Use(s) or the aggregation of traffic from
multiple End Users' lines or locations onto a single service for any purpose,
including but not limited to the purpose of qualifying for a volume and/or term
discount. Likewise, BullsEye shall not aggregate the resold services to
individual End Users at multiple addresses to achieve any volume discount
where such may be available pursuant to Tariff or special promotion.
CHANGES IN RETAIL SERVICE
60.1 CenturyLink will notify BullsEye, at the time a Tariff is filed with the
Commission, of any changes in the prices, terms and conditions under which
CenturyLink offers Telecommunications Services at retail to subscribers who
are not Telecommunications Carriers by posting such changes on
CenturyLink's Website. Such changes may include, but not be limited to, the
introduction of any new features, functions, services, promotions in excess of
ninety (90) Days in duration, or the discontinuance or Grandfathering of current
features and services. Where BullsEye has signed up for or subscribed to
CenturyLink's email notification service, CenturyLink also will provide notice to
BullsEye of such changes by posting the same to CenturyLink's Website, with
email notification of such postings.
REQU!REMENTS FOR SPECIFIC SERVICES
61.1 E9111911 Services. CenturyLink will use its standard Service Order process
to update and maintain the BullsEye customer service information in the
Automatic Location ldentification/Database Management System (ALI/DMS)
used to support 911 Services on the same schedule that it uses for its own
retail End Users. CenturyLink will provide BullsEye End User information to
the PSAP. BullsEye shall update its End User's 911 information through the
LSR process. CenturyLink assumes no liability for the accuracy of information
provided by BullsEye, and CenturyLink shall not be responsible for any failure
of BullsEye to provide accurate End User information for listings in any
databases in which CenturyLink is required to retain and/or maintain such
information.
61.1.1 BullsEye shall be responsible for collecting from its End Users
and remitting all applicable 911 fees and surcharges, on a per line
basis, to the appropriate Public Safety Answering Point (PSAP)
or other governmental authority responsible for collection of such
fees and surcharges subject to Applicable Law.
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62.
61.2 Suspension of Service. BullsEye may offer to resell End User-lnitiated
Suspension and Restoral Service to its End Users if and to the extent offered
by CenturyLink to its retail End Users.
61.2.1 BullsEye may also provide CenturyLink-lnitiated Suspension
service for its own purposes, where available. CenturyLink shall
make these services available at the retail rate less the resale
discount on the monthly recurring charge only. No discount shall
apply to non-recurring charges. BullsEye shall be responsible for
placing valid orders for the suspension and the subsequent
disconnection or restoral of service to each of its End Users.
a. lf BullsEye submits a request for a disconnection of an End
User service and subsequently requests reconnection of the
same End User service, the terms for suspension of service
willapply.
b. Service Order charges and any applicable Tariff fees will
apply to all temporary suspension and restoral requests
made by BullsEye including disconnection and subsequent
reconnection requests for the same End User service.
61.2.2 lf BullsEye suspends service for one of its End Users and fails to
submit a subsequent disconnection order within the maximum
number of Days permitted for a company-initiated suspension
pursuant to the applicable Tariff or Applicable Law, BullsEye shall
be charged and shall be responsible for all appropriate monthly
service charges for the End User's service from the suspension
date through the disconnection date.
61.2.3 lf BullsEye restores its End User, restoral charges will apply, and
BullsEye will be billed for the appropriate service from the time of
suspension.
61.3 End User Retention of Telephone Number. Telephone numbers may not be
retained after a switch to a new provider if the physical service address of the
End User subsequently changes to one served by a different Rate Center.
PRE.ORDERING AND ORDERING
62J CenturyLink will provide pre-ordering and ordering services for resale services
to BullsEye consistent with Centurylink's published Standard Practices.
62.2 Telephone Number Assignments. Where BullsEye resells service to a new
(not currently existing) End User, CenturyLink will allow BullsEye to place
Service Orders and receive phone number assignments.
62.2.1 When BullsEye uses numbers from a CenturyLink NXX,
CenturyLink will provide the same range of number choices to
BullsEye, including choice of exchange number, as CenturyLink
provides its own subscribers. Reservation and aging of
Centurylink NXXs will remain Centurylink's responsibility.
62.2.2 Centurylink will provide BullsEye with the ability to obtain
telephone numbers while a subscriber is on the phone with
BullsEye.
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63.
62.2.3 ln conjunction with an order for service, and only to the extent
such are available, CenturyLink will accept BullsEye orders for
blocks of numbers for use with complex services including, but
not limited to, DlD, Centrex, and Hunting arrangements, as
requested by BullsEye.
62.2.4 Number reservations. Number reservations shall only be made
available to BullsEye for the same time period that CenturyLink
offers to its own subscribers pursuant to Tariff or other published
terms. CenturyLink reserves the right to cancel any number
reservation without notice upon the end of the specified time
period.
a. CenturyLink will not accept any number reservations from
BullsEye if CenturyLink's own subscribers are not offered
the ability to reserve numbers.
b. For simple services number reservations and aging of
Centurylink's numbers, CenturyLink will provide real-time
confirmation of the number reservation when the Electronic
lnterface has been implemented. For number reservations
associated with complex services, Centurylink will provide
confirmation of the number reservation within twenty-four
(24) hours of BullsEye's request. Consistent with the
manner in which CenturyLink provides numbers to its own
subscribers, [o telephone number assignment is
guaranteed until service has been installed.
62.3 Maintenance. CenturyLink will provide repair and maintenance services to
BullsEye and its End Users for resold services in accordance with the terms
set forth in Article lV of this Agreement, which are the same standards and
charges used for such services provided to CenturyLink End Users.
CenturyLink will not initiate a maintenance call or take action in response to a
trouble report from a BullsEye End User until such time as trouble is reported
to CenturyLink by BullsEye. BullsEye must provide to CenturyLink all End User
information necessary for the installation, repair and servicing of any facilities
used for resold services as described in the published CenturyLink Standard
Practices.
ACCESS CHARGES
63.1 CenturyLink retains all revenue due from other carriers for access to
CenturyLink's facilities, including both switched and special access charges.
CenturyLink retains all Switched Access Service revenues when providing
Switched Access Services for BullsEye's retail End Users served via resale.
When BullsEye resells special access to its End Users, CenturyLink is not
entitled to any special access revenues from BullsEye's End Users.
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65.
RESALE OF BULLSEYE'S TELECOM M U N ICATION S SERVICES
64.1 The Parties also acknowledge that BullsEye is required pursuant to 47 U.S.C.
S251(b) to make available its Telecommunications Services to CenturyLink for
resale by CenturyLink. Upon request by CenturyLink, BullsEye shall provide
for resale of BullsEye's Telecommunications Services under the same terms
and conditions as those that are offered by CenturyLink to BullsEye under this
Agreement.
TAG AND LABEL
65.1 At BullsEye's request, CenturyLink willtag and label services terminated at the
Network lnterface Device (NlD). Tag and label may be ordered as a stand-
alone service.
65.1 .1 . CenturyLink will include the following information on the label: order
number, due date, BullsEye name, and the circuit number.
65.1.2. BullsEye must specify on the order form whether each service
terminating at the NID should be tagged and labeled.
65.1.3. The rates for tag and label and related services are set forth on
Table 1. A trip charge may be billed in addition to the tag and label
charges.
64.
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ARTICLE VI. ADDITIONAL SERVICES
66.DIRECTORY ASSISTANCE
66.1 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 BullsEye for DA services to BullsEye's subscribers also
populates the national DA database, then BullsEye's DA listings have been
made available to CenturyLink's subscribers and no further effort is needed by
either Party lf for any reason, BullsEye desires that Centurylink act as a
middleman conduit for the placement of BullsEye's DA listings in the DA
database(s), then CenturyLink shall provide such compensable DA listings
service pursuant to separate written terms and conditions between
CenturyLink and BullsEye which will be attached to this Agreement as an
Amendment.
DIRECTORY LISTINGS SERVICE
67.1 These requirements pertain to CenturyLink's Listings Service Request process
that enables BullsEye to (i) submit BullsEye End User information for inclusion
in Directory Listings databases; and (ii) submit BullsEye End User information
for inclusion in published directories.
67.2 When implemented by the Parties, CenturyLink shall accept orders on a real-
time basis via Electronic lnterface in accordance with OBF Directory Service
Request standards. For manual orders, CenturyLink shall create a standard
format and order process by which BullsEye can place an order with a single
point of contact within CenturyLink.
67.3 CenturyLink will provide to BullsEye the following Directory Listing Migration
Options:
67 .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
BullsEye.
67.3.2 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 BullsEye.
67.4 CenturyLink shall update and maintain directory listings information to reflect
which of the following categories BullsEye subscribers fall into:
67.4.1. "LISTED" means the listing information is available for all directory
requirements;
6742i3I;!J",1!3eGT;r"'""J:iffi ,,l1:ffi :1il'.;'Jli?$J:rJl
the published directory;
67.4.3. 'NON-PUBLISHED" means that the listing information is not available
in either the published directory or directory assistance.
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67.5
67.6
67.7
67.8
67.9
67.10
Based on changes submitted by BullsEye, CenturyLink shall update directory
listings data for BullsEye End Users who:
67.5.1 Disconnect Service;
67.5.2 Change Local Provider;
67.5.3 lnstallService;
67.5.4 Change any service which affects DA information;
67.5.5 Specify Non-Solicitation; and
67.5.6 Change categories from Non-Published, Non-Listed, or Listed.
The charge for storage and maintenance of BullsEye End User information in
the DL system is included in the rates where BullsEye is buying resold services
with respect to specific addresses. lf BullsEye does not purchase resold
services, BullsEye shall pay for such storage and maintenance services at the
rate reflected on Table 1.
BullsEye 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 BullsEye for
any acts or omissions of the publisher.
BullsEye acknowledges that for a BullsEye End User's name to appear in a
directory, BullsEye 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 BullsEye wants to delete an End User
listing from CenturyLink's database (e.9. if BullsEye contracts directly with the
publisher), BullsEye 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.
BullsEye 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.
Traditional White Pages Listings.
67.10.1 CenturyLink shall include in its master End User system database
allwhite pages listing information for BullsEye End Users whose
information was properly submitted using an LSR.
67.10.2 When BullsEye purchases resold services at a specific address,
one basic White pages listing for each BullsEye End User is
included in the rates or the Resale discount in Table 1 . lf BullsEye
requests a listing for an address where BullsEye is not buying
resold services, BullsEye 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.
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67.10.3
67.10.4
67.10.5
67.10.6
67.10.7
67.10.8
67.11 Other Directory Services
67 .11.1
67 .11.2
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BullsEye agrees to provide customer listing information for
BullsEye's subscribers to CenturyLink, at no charge. Centurylink
will provide BullsEye with the appropriate format for provision of
BullsEye 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.
BullsEye 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.
BullsEye End User listing information will be used solely for the
provision of directory services, including the sale of directory
advertising to BullsEye End Users.
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 BullsEye to offer for resale to
BullsEye's End Users.
CenturyLink will accord BullsEye End User listing information the
same level of confidentiality that CenturyLink accords its own
proprietary customer listing information. CenturyLink shall ensure
that access to BullsEye 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
confidentiality obligation and will take appropriate measures to
ensure their compliance with this obligation.
CenturyLink will provide BullsEye's End User listing information
to any third party to the extent required by Applicable Rules.
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 BullsEye in the "lnformation Pages" of those of its
White Pages directories containing information pages, if BullsEye
meets criteria established by its directory publisher. Critical
contact information includes BullsEye'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. BullsEye will not be
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67.11.3
charged for inclusion of its critical contact information. The
format, content and appearance of BullsEye'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
BullsEyes 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 VII. PRIC!NG
69.
GENERAL PRICING TERMS
68.1 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 consistentwith
the relevant Section.
68.2 Subject to the provisions of Section 9, all rates provided under this Agreement
shall remain in effect for the term of this Agreement.
APPLICATION OF NON RECURRING CHARGES
69.1 Pre-ordering:
69.1.1 "Account Establishment" is a one-time charge applied the first
time that BullsEye orders any service from a CenturyLink Affiliate
that is a Party to this Agreement.
69.1.2 "Customer Record Search" applies when BullsEye requests a
summary of the services currently subscribed to by the End User
Customer.
NON-RECURRTNG CHARGES (NRCS) FOR RESALE SERVICES
70.1 NRCs, other than those for Pre-ordering and Custom Handling specifically
listed in this attachment, will be charged from the appropriate retailTariff.
70.2 For subscriber conversions requiring coordinated cut-over activities,
coordinated hot cut charges will apply on a per order basis in addition to all
other appropriate charges.
TO BE DETERMTNED (TBD) PRICES
71.1 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.
71.2 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.
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7',1
68.
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ART!CLEVIII. MISCELLANEOUS
73.
AUTHORIZATION AND AUTHORITY
72.1 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 BullsEye 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.
72.2 CenturyLink represents and warrants that it is a validly existing legalentity and
in good standing under the laws of the State and has full power and authority
to execute and deliver this Agreement and to perform its obligations under this
Agreement.
72.3 BullsEye represents and warrants that it is a validly existing legal entity and in
good standing under the laws of the state of Michigan, and has full power and
authority to execute and deliver this Agreement and to perform its obligations
under this Agreement.
COUNTERPARTS
73.1 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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72,
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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
BullsEye Telecom, lnc.
OocuSigned by:
LUiili*n 01,u1iw
S re
William H Oberlin
Name Printed/Typed
CEO
Title
7 /L7 /20L8
Date
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CenturyTel of the Gem State, lnc. d/b/a
CenturyLink;
CenturyTel of ldaho, lnc. d/b/a CenturyLink
by:
kwbr$ J. la"*
sig
Kimberly J. Povirk
Name Printed/Typed
Dttector Sales Support
Title
7 /17 /20L8
Date
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Table 1 - Rates
KEY GODES October 2017
MRC NRC Resale Elements
lt NR
Account Establishment $0.00
Customer Record Search - Manual $11.67
Customer Record Search - Electronic $0.00
Resals Discounts
Resale Discount 15.86%
NRC
Message Provisioning, per message $0.000581
Data Transmission, per message $0.000000
Media Charge - per CD (Price reflects shipping via regular U.S. Mail)$18.00
Temporary Suspension of SeMce for Resale - SUSPEND $0.00
Temporary Suspension of Service for Resale - RESTORE $21.00
PIC Change Charge, per change Per Tariff
Operator Assistance / Directory Assistance Branding tcB
t0005 Tag and Label on a reinstall loop or an existing loop or resale $13.07
Directory - Premium & Privacy Listings
Refer to
Applicable Retail
Tariff
Ad Hoc (Each Additional ) Galley $150.00
Directory Listings - (if CLEC not purchasing UNE Loops or Resale SeMces)$0.00
CenturyTel- ldaho Page 1
G6nturyTel - ldaho
customer F(ecord search Gharges M[tL t{Kf
ilR{NFI(
U8age File Charges ilx(
otner cnarges NR(
UNE Loop,MR(NR(
Directory Services :ile(NR(