Loading...
HomeMy WebLinkAbout20150310Application.pdfLfc'T-t5-Dt Attached for filing and approval are one original plus three copies of an interconnection agreement between Citizens Telecommunications Company of Idaho and CenturyLink Communications, LLC. Please call me at (972) 908-4415 if you have any questions. Sincerely, March 6,2015 Ms. Jean Jewell, Secretary Idaho Public Utilities Commission P.O. Box 83720 Boise,lD 83720-0074 Dear Ms. Jewell: l'r'..,r,'l ?l]Ifi Hfi.R l0 PF{ 2: 30 I iJ,r,i i i*, i ,.i ,.,, r r-f f f,iTii::; ":' ;" t ; - i:'i i'i;' 805 Central Expressway South Suite 200 Allen, Texas 75013 Phone 972-908-4415 Fax214-383-2737 Email : kimberly.a.douglass@ftr. conr 4* &,*y*-'* Kim Douglass Manager Compliance - Regulatory Affairs Enclosures AGREEMENT FOR LOCAL INTERCONNECTION between Citizens Telecommunications Company of ldaho and Genturylink Gommunications, LLC For the State of ldaho Agreement Number 14-CLC CTCID-000 Generic Agreement Version: 03114112 Page I Agreement Number: 14-CLC CTCID-000 AGREEMENT FOR LOCAL INTERCONNECTION Table of Contents RECITALS AND PRINCIPLES GENERAL DEFINITIONS DEPOSIT AND ADVANCE PAYMENT REQUIREMENTS CLC ACCOUNT SETUP SERVICE TO END USER COORDINATION OF TRANSFER OF SERVICE (excluding Resale) AUDIT DISPUTE RESOLUTION FORCE MAJEURE REGULATORY APPROVALS ENTIRE AGREEMENT TERM OF AGREEMENT INSURANCE AMENDMENT OF AGREEMENT WAIVERS INDEPENDENT CONTRACTORS LIMITATION OF LIABILITY INDEMNITY DISCLAI MER OF WARRANTIES ASSIGNMENT CONTROLLING LAW SEVERABILITY NO JOINT VENTURE OR THIRD PARTY BENEFICIARIES CHARGES AND PAYMENTS DEFAULT CONFIDENTIALITY AND PUBLICITY NO RIGHTS TO THIRD PARTIES HEADINGS EXECUTION IN DUPLICATE NOTICES ATTACHMENT 1 - INTERCONNECTION ATTACHMENT 2 - ANCILLARY SERVICES ATTACHMENT 3 - COLLOCATION ATTACHMENT 4 - LOCAL NUMBER PORTABILITY ATTACHMENT 5 - UNBUNDLED NETWORK ELEMENTS ATTACHMENT 6 - RESALE OF LOCAL SERVICES ATTACHMENT 7 - PRICING Page SECTION 1. SECTION 2. SECTION 3. SECTION 4. SECTION 5. SECTION 6. SECTION 7. SECTION 8. SECTION 9. SECTION 10. SECTION 11. SECTION 12. SECTION 13. SECTION 14. SECTION 15. SECTION 16. SECTION 17. SECTION 18. SECTION 19. SECTION 20. SECTION 21. SECTION 22. SECTION 23. SECTION 24. SECTION 25. SECTION 26. SECTION 27. SECTION 28. SECTION 29. SECTION 30. 2 2 4 4 5 5 7 7 7 8III 10 10 11 11 11 12 12 12 13 13 13 14 '15 16 16 18 18 Centurylink CTC lD final 12 09 14.docx Version: 7/2A99 Revised: 03114112 Agreement Number 14-CLC CTCID-000 AGREEMENT FOR LOCAL INTERGONNECTION This Agreement For Local lnterconnection ("Agreement') made this 1Sth day of December, 2014, is by and between Citizens Telecommunications Company of ldaho, a Delaware corporation, with its principal place of business at 3 High Ridge Park, Stamford, CT 06905 ("Frontier") and Centurylink Communications, LLC, a Delaware limited liability company, having its principal place of business at 1801 California Street, Denver, CO 80202 (CLC'). Frontier and CLC may also be referred to herein singularly as a "Parg" or collectively as'the Parties". SECTION 1. RECITALS AND PRINCIPLES Frontier is a telecommunications company authorized to provide telecommunications services in the State of ldaho; and CLC is a telecommunications company authorized by the Commission to provide local exchange telecommunications services in the State of ldaho; and The Parties have in good faith negotiated, and agreed on local lnterconnection terms and conditions as set forth below; and ln consideration of the mutual provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CLC and Frontier hereby covenant and agree as follows: SECTION 2. GENERAL DEFINITIONS Except as otherwise specified herein, the following definitions will apply to all sections contained in this Agreement. Additional definitions that are specific to the matters covered in a particular section may appear in that section. 2.1 . Access Service is a service that connects interexchange carriers to their End Users located within a local access and transport area (LATA). Access service is used in originating and terminating intraLATfuinterLATA toll telecommunications. 2.2. Access Service Request (ASR) means the industry standard forms and supporting documentation used for ordering Access Services. The ASR will be used to identify the specific trunking and facilities request for lnterconnection. 2.3. fu!_means the Telecommunications Act of 1934, as amended from time to time. 2.4. Automatic Number ldentification (ANl) refers to the number transmitted through the network identifying the calling party. 2.5. CLLI Codes means Common Language Location ldentifier Codes 2.6 Commission means the governing state regulatory commission, board or authority (PSC, PUC, etc.). 2.7. Competitive Local Exchanqe Carrier (CLEC) means a telephone company certified by the Commission, for Frontier's franchised area, to provide local exchange service within Frontier's franchised area, and which has a Local Exchange CarrierTariff approved by the Commission. Generic Agreement Version: 03114112 Page 3 Agreement Number: 14-CLC CTCID-000 2.8. DS1 is a digital signal rate oi 1.544 Megabits per second ("Mbps").2.9. DS3 is a digital signal rate of 44.736 Mbps. 2.10 End User means the ultimate user or consumer of the telecommunications services being sold or resold by either Party. 2.11 End User Location means the physical location of the premises where an End User makes use of the telecommunications services. 212 End User Of Record means the entity responsible for placing orders or requests for service; requesting additions, rearrangements, maintenance or discontinuance of service, and making payment in full of charges incurred such as toll, directory assistance, etc. 213 Enhanced Services shall refer to services, offered over common carrier transmission facilities, which employ computer processing applications that act on the format, content, code, protocol or similar aspects of the subscriber's transmitted information; provide the subscriber additional, different, or restructured information; or involve subscriber interaction with stored information. ln addition and without limiting the foregoing, internet, information services, voicemail, and so-called "chat line" services are Enhanced Services, of which the voice or TDM component both originates and terminates within the local calling area as defined by Citizens tariffs. lf the voice or TDM component does not both originate and terminate within such local calling area, the traffic shall not be covered by this Agreement and shall be subject to interstate or intrastate access tariffs depending on the geographic points of voice or TDM origination and termination. 214 Exchanqe Messaoe lnterface (EMl) is the standard used for exchange of telecommunications message information between telecommunications providers for billable, non-billable, sample, settlement and study data. EMlformat is contained in ATIS/OBF-EMI-016, an Alliance of Telecommunications lndustry Solutions (ATIS) document, which defines industry standards for exchange message records. 2.15 lnterconnection in this Agreement is as defined in the Act. 2.16 lnternet Service Provider (lSP) Bound Traffic means traffic delivered by a local exchange carrier, indirectly or directly, to a provider of lnternet Services, of which the voice or TDM component both originates and terminates within the local calling area as defined by Citizens tariffs. lf the voice or TDM component does not both originate and terminate within such local calling area, the traffic shall not be covered by this Agreement and shall be subject to interstate or intrastate access tariffs depending on the geographic points of voice or TDM origination and termination. 2.17 Local Exchanoe Routino Guide (LERG) is a Telcordia reference document used by carriers to identify NPA-NXX routing and homing information as well as network element and equipment designations. 2.18 Local Trafflc shall refer to calls originated by one Party's End Users and terminated to the other Party's End Users within the local exchange area or extended area service toll free calling area as defined in Frontier's tariffs. Local calls must be actually originated by and actually terminated to parties physically located within the same localcalling area regardless of the NXX assigned to the calling and called parties. 2.19 Local Service Provider Guide (the "Guide") means the document provided to carriers by Frontier, included by reference herein, which outlines the process and procedures for ordering and maintaining carrier services. This document may be updated from time to time by Frontier. This document is to be used as reference only and is not a part of this agreement. Generic Agreement Version: 03114112 Page 4 Agreement Numben 14-CLC CTCID-000 2.20 Network lnterface Device (NlD) is a device that connects the inside wire at the End User Location to a telephone network. 2.21 Point of lnterconnection (POl) means the physical location(s) at which the Parties' networks meet for the purpose of exchanging Local Traffic. 2.22 Reciprocal Compensation is as Described in the Act. 2.23 Transit Service is the delivery of certain traffic between CLC and a third party ILEC, CLEC or CMRS provider by Frontier over a separate trunk group between CLC and Frontier where appropriate trunks exist between CLC and third party through Frontier's tandem. The following traffic types will be delivered: (l) Local Traffic originated from CLC to such third-party and (ii) Local Traffic originated from such third-party to Frontier's tandem and terminated to CLC . 2.24 A Wire Center is the location of one or more local switching systems, a point at which End Users' loops converge. 2.25 VN)(X Traffic The Parties will not pay reciprocal compensation on traffic, including Enhanced Services traffic, when the traffic does not originate and terminate within the same Frontier Local Calling Area, regardless of the calling and called NPA-NXXs and, specifically, regardless of whether an End User Customer is assigned an NPA-NXX associated with a rate center that is different from the rate center where the End User Customer is physically located. This traffic is also known as "VNXX traffic." Frontier's agreement to the terms in this paragraph is without waiver or prejudice to Frontier's position is that it has never agreed to exchange VNXX traffic with CLC . SECTION 3. DEPOSIT and ASSURANCE/ADVANCE PAYMENT REQUIREMENTS 3.1 Frontier may, in order to safeguard its interest, require CLC to make a deposit to be held by Frontier as a guarantee of the payment of rates and charges, unless satisfactory credit has already been established. Any such deposit may be held during the continuance of the service as security for the payment of any and all amounts accruing for the service. A deposit will be returned with interest, at the Commission prescribed deposit rate, if and when CLC pays its undisputed bills on time for 24 consecutive months. 3.1.1 Assurance of payment of charges may be requested by Frontier if CLC (a) prior to the Effective Date, has failed to timely pay a bill rendered to CLC by Frontier or its Affiliates, (b) on or after the Effective Date, fails to timely pay a bill rendered to CLC by Frontier or its Affiliates, (c) in Frontier's reasonable judgment, at the Effective Date or at any time thereafter, is unable to demonstrate that it is creditworthy, or (d) admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had a case commenced against it) under the U.S. Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment of debts or the like, has made an assignment for the benefit of creditors or is subject to a receivership or similar proceeding.3.2 Such deposit may not exceed two (2) months'estimated billing. 3,3 The fact that a deposit has been made in no way relieves CLC from complying with Frontier's regulations as to advance payments and the prompt payment of bills on presentation nor, does it constitute a waiver or modification of the regular practices of Frontier providing for the discontinuance of service for non-payment of any sums due Frontier. 3.4 Frontier reserves the right to increase the deposit requirements when, in its sole judgment, the conditions justify such action; such conditions include but are not limited to: current deposit does not cover two (2) months billing, history of late payment, or reconnection after disconnection for non-payment, or a significant probability of a bankruptcy filing by CLC . Generic Agreement Version: 03114112 Page 5 Agreement Number 14-CLC CTCID-000 3.5 ln the event that CLC defaults on its account, service to CLC will be terminated and any deposits held will be applied to its account. SECTION 4. CLC ACCOUNT SET UP 4.1 CLC must provide the appropriate Frontier representative the necessary documentation to enable Frontier to establish a master account for CLC. Such documentation will include a completed CLC Master Account Questionnaire, proof of authority to provide telecommunications services within Frontier territory, proof that tariffs are on file and approved by the applicable Commission, and a tax exemption certificate, if applicable. Frontier will have no obligation to begin taking orders for service until after the necessary documents have been provided to Frontier, and the necessary deposit requirements are met. SECTION 5. SERVICE TO END USER 5.1 CLC will be the End User of Record for all services purchased from Frontier. Except as otherwise specified herein, Frontier will only take orders from, bill and expect payment from CLC for all services. CLC will be Frontier's single point of contact for all services purchased pursuant to this Agreement. 5.2 Frontier will continue to bill the End User for any services that the End User specifies it wishes to receive directly from Frontier. 5.3 Frontier maintains the right to actively market and serve directly any End User within Frontier's serving area. Frontier will continue to directly market its own telecommunications products and services and in doing so may establish independent relationships with End Users of CLC. 5.4 Service is furnished subject to the condition that it will not be used for any unlawful purpose. Frontier may refuse to provide service to CLC when it has reasonable grounds to believe that service will be used in violation of the law. 5.5 Service will be discontinued by Frontier if any law enforcement agency advises that the service is being used in violation of the law. 5.6 Subject to the dispute provisions of this agreement, Frontier may refuse to provide service to CLC when it has reasonable grounds to believe that service willjeopardize the reliability or efficiency of Frontier's network or interferes with or prevents other persons from using their service, or otherwise impairs the quality of service to other carriers or to End Users. 5.7 CLC will be the single point of contact with Frontier for all subsequent ordering activity resulting in additions or changes to services except that Frontier will accept a request directly ftom the End User for conversion of the End User's service from CLC to Frontier or will accept a request from another carrier for conversion of the End User's service from CLC to the other carrier SECTION 6. GOORDINATION OF TRANSFER OF SERVICE (EXCLUDING RESALE) 6.1 Coordination of Transfer of Service. To serve the public interest of End Users, the Parties agree that, when an End User transfers service from one Pafi to the other Pafi, it is necessary for the Parties to coordinate the timing for disconnection from one Party and connection with the other Party so that transferring End Users are not without service for any extended period of time. Other coordinated activities associated with transfer of service will be coordinated between the Parties to ensure quality services to the public. 6.2 Procedures for Coordinated Transfer of Service Activities. The Parties agree to establish mutually acceptable, reasonable, and efficient transfer of service procedures that utilize the industry standard LSR format for the exchange of necessary information for coordination of service transfers between the Parties. Frontier may describe some of these procedures in its Guide. Reference to Frontier Generic Agreement Version: 03114112 Page 6 Agreement Number: 1 4-CLC CTCID-000 Guide is for convenience of the Parties and is not intended to be a part of or to affect the meaning of this Agreement, including, but not limited to, provisions with respect to implementation of the cooperative coordination of transfer of service activities described herein. lf any provision contained in this Agreement and the Guide cannot be reasonably construed or interpreted to avoid conflict, the provision contained in this Agreement shall apply. 6.3 Coordinated Transfer of Service Activities. There will be no premium charges between the Parties or compensation provided by one Party to the other Party for the coordinated transfer of service activities between the hours of 8:00 a.m. and 5:00 p.m. Monday - Friday excluding holidays. Frontier may charge CLC for the coordinated transfer of service activities scheduled outside of the specified hours in accordance with Frontier's tariff. 6.4 Letter of Authorization. Each Party is responsible for obtaining a Letter of Authorization (LOA) from each End User initiating transfer of service from one Party to the other Party if necessary. The Party obtaining the LOA from the End User will furnish it to the other Party upon request. The Party obtaining the LOA is required to maintain the original document, for a minimum of twenty-four (24) months from the date of signature. lf there is a conflict between an End User and CLC regarding the disconnection or provision of services, Frontier will honor the latest dated Letter of Authorization. lf the End User's service has not been disconnected and services have not yet been established, CLC will be responsible to pay the applicable service order charge for any order it has placed. lf the End User's service has been disconnected and the End User's service is to be restored with Frontier, CLC will be responsible to pay the applicable nonrecurring charges as set forth in Frontier applicable tariff to restore the End User's prior service with Frontier. 6.5 Transfer of Service Announcement. Where an End User changes service from one Party to the other Party and the End User does not retain his or her original telephone number, the Party formerly providing service to the End User will provide a transfer of service announcement, where transfer of service announcement capability is available, on the vacated telephone number. This announcement will provide details regarding the new number that must be dialed to reach this End User. The service announcement will be provided, where available, by the Party formerly providing service to the extent and at the price specified in the applicable Frontier tariff. 6.6 Disconnect and Transfer of Service Announcement Coordination for Service Transfers with Chanqe of Number. When an End User changes service from one Party to the other Party and the End User does not retain his or her original telephone number, the Party ftom which the End User is transferring will honor requests for disconnection and service announcement initiation, where available, from the Party to which the End User is transferring. The Party to which the End User is transferring service will provide to the other Party the End User's name, address, cunent telephone number, new telephone number, and date service should be transferred using the industry standard LSR format. The Party from which the End User is transferring will coordinate with the other Party the disconnection and service announcement initiation to coincide with the service transfer request date. The service announcement where available will be provided on the vacant number upon disconnect coinciding with the service transfer date. The Parties agree that the installation date will precede the disconnection date. 6.7 Disconnect and Coordination of Number PortabiliV for Service Transfers without Chanoe of Number. When an End User changes service from one Party to the other Party and the End User retains his or her original telephone number(s), the Party from which the End User is transferring will honor requests for disconnection and local number portability, where available, from the Party to which the End User is transferring. The Party to which the End User is transferring will provide the other Party the End User's name, address, current telephone number, and the Location Routing Number (LRN) for LNP, and the date service should be transferred using the industry standard LSR format. With LNP, the Parties will coordinate the disconnection, the connection, and number portability activities in accordance with the North American Numbering Council (NANC) flows. Generic Agreement Version: 03114112 Page 7 Agreement Number: 14-CLC CTCID-000 6.8 Combined Transfer of Service Requests. Each Party will accept transfer of service requests from the other Party for one End User that includes multiple requests for transfers where the End User will retain one or more telephone numbers. 6.9 Bulk Reouests for Transfer of Service. From time to time, either Party may benefit from the transfer of service for groups. The Parties agree to process bulk transfer of service requests for End Users having the same billing account number. 6.10 Access to the Network lnterface Device (NlD). Each Party will allowthe other Party access to the End User side of the NID consistent with FCC rules. The Party to wtrich the End User is transferring service may move all inside wire from the other Party's existing NID to one provided by the Party to which the End User is transferring service. Where a NID is of the type which provides for End User access to one side of the NlD, the Party to which the End User is transferring service may elect to remove the inside wire at the connection(s) within the End User side of the NlD. Where a NID is of an older type not allowing access to the End User side of the NlD, the Party to which the End User is transferring service must make a clean cut of the inside wire at the closest point to the NlD. 6.11 Expedited Order Charqe. Expedited order requests will be accepted where reasonable and practical but will be assessed an expedited order charge. The expedited order charges are listed in Attachment 7, Pricing. 6,12 Service Date Modifications/ CLC Not Readv. CLC may request a change in due date at least 24 hours prior to the originally scheduled due date. Supplemental charges will apply when a request for a new due date is received after the LSR has been confirmed via firm order commitment (FOC). Supplemental order charges are listed in Attachment 7, Pricing. Alternate workforce is required when an increase in the complexity of the service order results in a higher per hour rate. lf the new service date is changed to an earlier date, than expedited order charges will apply. lf the request for modification to the service date occurs within twenty-four (24) hours of the scheduled due date, CLC will be subject to charges for work and labor-related expenses already completed. lf the due date change is requested due to a class of service change, additional and/or alternate workforce may be required and associated charges will apply. These charges will apply on a per occurrence basis. SECTTON 7.AUDIT 7 .1 Subject to the terms and conditions of this Section, and the reasonable security requirements of each Party and except as may be otherwise specifically provided in this Agreement, each Party (the "Auditing Party") may audit the other Party's (the 'Audited Party") books, records and other documents that relate solely to the Parties' billing to the other Party under this Agreement and to the identification of traffic subject to this Agreement, once each year at the conclusion of each calendar year, in order evaluate the accuracy of such other Party's billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audits shall take place at a time and place agreed to by the Parties no later than thirty (30) days after notice thereof to such other Party. 7 .2 Each Audited Party shall use reasonable efforts to promptly correct any billing error that is revealed in an audit, including reimbursing any overpayment in the form of a credit to the Auditing Party on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results. Any disputes concerning audit results shall be resolved pursuant to the Dispute Resolution Section of the General Terms and Conditions of this Agreement. 7.3 Each Audited Party shall cooperate fully in any such audit, providing reasonable access to any such auditors, providing reasonable access to any and all appropriate employees and relevant books, records and other documents reasonably necessary to assess the accuracy of its bills. 7 .4 Each Auditing Party may perform a single additional audit of the Audited Party's relevant books, records and documents during any calendar year if the previous audit uncovered incorrect net variances Generic Agreement Version: 03114112 Page 8 Agreement Number: 14-CLC CTCID-000 or errors in invoices in favor of the Audited Party having an aggregate value of no less than five percent (5%) of the total amount payable by the Auditing Party during the period covered by the audit. 7 .5 All audits shall be conducted at the sole cost and expense of the Auditing Party. 7.6 Upon (i) the discovery by either Party of the overcharges not previously reimbursed to the other Party or (ii) the resolution of disputed audits, each Party shall promptly reimburse to the Party thereto the amount of any overpayment together with interest thereon at a rate of 0.5% per month. SECTION 8. DISPUTE RESOLUTION The Parties agree that in the event of a default or any other dispute arising hereunder or in connection herewith, the aggrieved Party shall first discuss the default or dispute with the other Party and seek resolution prior to taking any action before any court or regulator or before authorizing any public statement about or disclosure of the nature of the dispute to any third party. ln the event that the Parties are unable to resolve a default or other dispute, the Parties may then submit the matter to the Commission or another mutually agreed upon mediator for non-binding mediation. lf mediation is unsuccessful, recourse may be had by either Party to the Commission, if it has jurisdiction over the breach or dispute or to an appropriate court having jurisdiction over the Parties and the dispute. Each Party shall bear the cost of preparing and presenting its case through all phases of the dispute resolution procedure herein described. SECTION 9. FORCE MAJEURE lf the performance of the Agreement, or any obligation hereunder is prevented, restricted or interfered with by reason of any of the following: 9.1 Fire, explosion, flood, earthquake, hurricane, cyclone, tornado, storm, epidemic, breakdown of plant or power failure; 9.2 War, revolution, civil commotion, acts of public enemies, terrorism, blockade or embargo; 9.3 Any law, order, proclamation, regulation, ordinance, demand or requirement of any government or any subdivision, authority, or representative of any such government; 9.4 Labor difficulties, such as strikes, picketing or boycotts; 9.5 Delays caused by other service or equipment vendors; 9.6 Any other circumstance beyond the reasonable control of the Party affected; then the Party affected, upon giving notice to the other Party, will be excused from such performance on a day-for-day basis to the extent of such prevention, restriction, or interference (and the other Party will likewise be excused from performance of its obligations on a performance so prevented, restricted or interfered with); provided that the Party so affected will use reasonable efforts to avoid or remove such causes of nonperformance and both Parties will proceed to perform with dispatch whenever such causes are removed or cease. SECTION 10. REGULATORY APPROVALS 10.1 This Agreement, and any amendment or modification hereof, will be submitted to the Commission for approval in accordance with Section 252 of the Act. ln the event any governmental authority or agency of competent jurisdiction rejects any provision hereof, the Parties shall negotiate promptly and in good faith such revisions as may reasonably be required to achieve approval. Generic Agreement Version: 03114112 Page 9 10.2 Agreement Number: 14-CLC CTCID-000 ln the event the FCC or the Commission promulgates rules or regulations, rates or issues orders, or a court with appropriate jurisdiction issues orders, wfrich make unlawful or changes the intent of any provision of this Agreement, the Parties shall negotiate promptly and in good faith in order to amend the Agreement to substitute contract provisions which are consistent with such rules, regulations or orders. ln the event the Parties cannot agree on an amendment within thirty (30) days from the date any such rules, regulations or orders become effective, then the Parties shall resolve their dispute under the applicable procedures set forth in the Dispute Resolution Section of this Agreement. 10.3 The Parties acknowledge that terms of this Agreement were established pursuant to FCC and Commission orders. Nothing in this Agreement shall be deemed an admission by the Parties regarding the interpretation or effect of these rules or orders or an admission by either party that the existing rules or order shall not be changed, vacated dismissed or modified. 10.4 The Parties jointly agree to cooperate in the filing of this lnterconnection Agreement and share equally the expenses associated with obtaining Commission approval. SECTION 11. ENTIRE AGREEMENT This Agreement sets forth the entire understanding and supersedes prior agreements between the Parties relating to the subject matter contained herein and merges all prior discussions between them, and neither Party will be bound by any definition, condition, provision, representation, warranty, covenant or promise other than as expressly stated in this Agreement or as is contemporaneously or subsequently set forth in writing and executed by a duly authorized officer or representative of the Party to be bound thereby. SECTION 12. TERM OF AGREEMENT 12.1 This Agreement will become effective upon the first business day following the date this Agreement has been approved by the Commission and will continue for a period of three (3) years unless terminated earlier under the conditions set forth herein. This Agreement will be automatically renewed for successive periods of six (6) months after the initial term unless either Party provides the other Party with no less than ninety (90) day's prior, written notification of, in the case of Frontier, its intent to terminate this Agreement, or, in the case of either Party, its desire to renegotiate at the end of the initial or any successive period. lf CLC does not respond to Frontier's written notification of the intent to terminate the Agreement prior to the expiration of the Agreement term, the Agreement will terminate and not renew at the end of the Agreement term. Either Party may send a request to renegotiate this Agreement upon its termination and the Parties intend that the negotiation and arbitration processes of the Act will be applicable to such a request. The date of the notice to negotiate a successor agreement will be the starting point for the negotiation window under Section 252 ol the Act. The Parties intend that a renegotiated or arbitrated Agreement will be effective as of the date of termination of this Agreement and any new negotiated or arbitrated rates will be subject to true-up as of the termination date of this Agreement. 12.2 Upon termination or expiration of this Agreement each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement. 12.3 Termination upon Ordering and lmplementation lnactivity. Notwithstanding anything to the contrary contained herein, Frontier may terminate this Agreement in the event CLC has not (a) placed any initial orders for any of the services to be provided pursuant to this Agreement and (b) implemented any said services to CLC customers within one (1) year from the Effective Date of this Agreement. sEcTroN l3.lNguRANCE 13.1 CLC will carry or cause to be canied the following insurance coverage which will be paid for and maintained at all times during the term of this Agreement. Such coverage will be provided through an Generic Agreement Version: 03114112 Page l0 Agreement Number: 14-CLC CTCID-000 insurance provider with an A.M. Best financial rating of "A-" Vll or better. Frontier shall be named as an additional insured on all applicable policies as specified below except for Workers' Compensation. (i) Commercial General Liability lnsurance with a minimum limit of liability of $2,000,000.00 combined single limit for each occurrence for bodily injury including death, and property damage. Such coverage under the Contractual Liability section Wll be broad enough to cover the terms and conditions of the lndemnification clause included with this Agreement. Coverage for explosion collapse and underground ("x, c, u") will be included. (ii) Business Automobile Liability lnsurance with a minimum limit of liability of $2,000,000.00 combined single limit for each occurrence for bodily injury, including death, and propefi damage, covering any automobile used and or operated by, or on behalf of CLC on Frontier's Real Property. (iii) Workers Compensation lnsurance with statutory limits and Employe/s Liability lnsurance with limits of $500,000 each accident, $500,000 disease - each employee, $500,000 disease - policy limit. (iv) Excess Liability lnsurance with a minimum limit of $10,000,000. The limit of liability under this insurance may be increased accordingly to satisfy the minimum limit requirements under the Commercial General Liability, Business Automobile Liability and Employer's Liability lnsurances. (v) Property lnsurance in an amount sufficient to cover the cost of replacing CLC 's Equipment on Frontier's property or located at or used at Frontier's facility. Such insurance policy will provide that the insurance company will waive all rights of recovery by way of subrogation against Frontier in connection with any damage covered by the policy. (vi) Upon the commencement of this Agreement and prior to commencement of the work called for in the Agreement and upon renewal of any policy referenced, satisfactory evidence of compliance with such insurance requirements will be issued to the Frontier. (vii) All insurance must be in effect on or before the occupancy date and shall remain in force as long as CLC 's facilities remain within any spaces governed by this Agreement. (viii) CLC shall present evidence of insurance, if requested by Frontier, reflecting the coverage specified in 13.1(i) and above prior to the commencement of the work called for in the Agreement and after each policy renewal thereafter. (viii) Failure to comply with the provisions of this Section will be deemed a material breach of this Agreement. SECTION 14. AMENDMENT OF AGREEMENT No provision of this Agreement shall be deemed waived, amended or modified by either Party unless such a waiver, amendment or modification is in writing, dated, and signed by both Parties. SECTION 15. WAIVERS 15.1 No waiver of any provisions of this Agreement and no consent to any default under this Agreement shall be effective unless the same shall be in writing and properly executed by or on behalf of the Party against whom such waiver or consent is claimed. 15.2 No course of dealing or failure of any Party to strictly enforce any term, right, or condition of this Agreement in any instance shall be construed as a general waiver or relinquishment of such term, right or condition. Generic Agreement Version: 03114112 Page I I Agreement Number: 14-CLC CTCID-000 15.3 Waiver by either Party of any default by the other Party shall not be deemed a waiver of any other default. SECTION I6. INDEPENDENTCONTRACTORS Each Party agrees that it will perform its obligations hereunder as an independent contractor and not as the agent, employee, or servant of the other Party. Neither Party nor any personnel furnished by such Party will be deemed an employee or agent of the other Party nor be entitled to any benefits available under any plans for such other Party's employees. Each Party will at all times during the term of this Agreement retain full control of the employment, direction, compensation and discharge of all employees as is consistent with and necessary to preserve its independent contractor status. Each Party will be solely responsible for all matters relating to payment of its employees including compliance with social security taxes, withholding taxes, workeds compensation, disability and unemployment insurance, and all other regulations governing such matters. SECT]ON 17. LIMITATION OF LIABILITY 17.1 With the exception of the indemnification obligations delineated in Section 18 of this Agreement, each Party's liability to the other Party for any loss relating to or arising out of any act or omission in its performance under this Agreement, whether in contract, warranty, strict liability, or tort, including (without limitation) negligence of any kind, shall be limited to the total amount that is or would have been charged to the other Party by such breaching Party for the service(s) or function(s) not performed or improperly performed. 17.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 17.1, NEITHER PARTY WILL BE LIABLE TO THE OTHER IN CONNECTION WITH THE PROVISION OR USE OF SERVICES PROVIDED UNDER THIS AGREEMENT. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOSS, COST, CLAIM, INJURY, LIABILITY OR EXPENSE, INCLUDING REASONABLE ATTORNEY'S FEES, RELATING TO OR ARISING OUT OF ANY ORDINARY NEGLIGENT ACT OR OMISSION BY A PARTY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, INCOME OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, BREACH OF WARRANry, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY AND WHETHER SUCH DAMAGES WERE FORESEEABLE OR NOT AT THE TIME THIS AGREEMENT WAS EXECUTED. 17.3 No liability shall attach to either Party, its parents, subsidiaries, affiliates, agents, servants or employees for damages arising from errors, mistakes, omissions, interruptions, or delays in the course of establishing, furnishing, rearranging, moving, termination, changing, or providing orfailing to provide services or facilities (including the obtaining or furnishing of information with respect thereof or with respect to users of the services or facilities) in the absence of gross negligence or willful misconduct. SECTION 18. INDEMNITY 18.1 Each Party will defend, indemnify, and hold harmless the other Party fiom any liabilities, claims or demands (including the costs, expenses and reasonable attorney's fees on account thereof) that may be made by third parties for (a) personal injuries, including death, or (b) damage to tangible property resulting from the sole negligence and/or sole willful misconduct of that Party, its employees or agents in the performance of this Agreement. Each Party will defend the other at the other's request against any such liability, claim, or demand. Each Party will notify the other promptly of written claims or demands against such Party of which the other Party is solely responsible hereunder. 18.2 Each Party will defend, indemnify, and hold harmless the other Party and/or acquire any license or right for the benefit of the other Party, arising from any claim, demand or proceeding (hereinafter "Claim") by any third party alleging or asserting that the use of any circuit, apparatus, or system, or other Generic Agreement Version: O3114112 Page 12 Agreement Number: 1 4-CLC CTCID-000 facilities, or the use of any software, or the performance of any service or method, or the provision or use of any facilities by either Frontiers or CLC under this Agreement constitutes direct or contributory infringement, or misuse or misappropriation of any patent, copyright, trademark, trade secret, or any other proprietary or intellectual property right of any third party. Each Party's indemnification obligation will be to the extent of infringement by the indemnifying Party 18.3 The indemnified Party will notify the indemnifying Party promptly in writing of any claims, lawsuits, or demands by third Parties for which the indemnified Party alleges that the indemnifying Party is responsible under this Section and if requested by the indemnifying Party, shall tender the defense of such claim, lawsuit or demand. (1) ln the event the indemnifying Party does not promptly assume or diligently pursue the defense of the tendered action, then the indemnified Party may proceed to defend or settle said action and the indemnifying Party shall hold harmless the indemnified Party from any loss, cost, liability, damage and expense. (2) ln the event the Party otherwise entitled to indemnification from the other elects to decline such indemnification, then the Party making such an election may, at its own expense, assume defense and settlement of the claim, lawsuit or demand. (3) The Parties will cooperate in every reasonable manner with the defense or settlement of any claim, demand, or lawsuit. 18.4 Notwithstanding any other provisions of this Agreement, in the case of claims or loss alleged or incurred by an End User Customer of CLC arising out of or in connection with services provided to the End User Customer by CLC , CLC shall defend and indemnify Frontier and its officers, directors, employees and agents against any and all such claims or loss by CLC 's End User Customers. SECTION 19. DISCLAIMER OF WARRANTIES 19.1 NOTWITHSTANDING ANY OTHER PROVTSTON OF TH|S AGREEMENT (INCLUDTNG wtTHouT LtMtTATtON THE PARTIES', RESPECTTVE |NDEMN|F|CAT|ON OBLTGATTONS), THE PARTIES AGREE THAT FRONTIER HAS NOT MADE, AND THAT THERE EXISTS, NO WARRANTY, EXPRESS OR IMPLIED, THAT THE USE BY CLC OF FACILITIES, ARRANGEMENTS, OR SERVICES PROVIDED BY FRONTIER UNDER THIS AGREEMENT WILL NOT GIVE RISE TO A CLAIM BY ANY THIRD PARTY OF INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OF SUCH THIRD PARTY. 19.2 lt is the express intent of the Parties that each Party be solely responsible for all claims of its End Users, including, without limitation, any credits or adjustments that may be issued or required to be issued to its End Users. SECTION 20. ASSIGNMENT Any assignment or delegation by either Party to any non-affiliated entity or to any affiliated entity that is not certificated as a local exchange carrier of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. A Party assigning or delegating this Agreement or any right, obligation, duty or other interest hereunder to an affiliate that is certificated as a local exchange carrier shall provide written notice to the other Party. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement. SECTION 21. CONTROLLING LAW Generic Agreement Version: 03114112 Page 13 Agreement Numben 14-CLC CTCID-000 This Agreement shall be governed by and construed in accordance with the Act, the FCC's Rules and Regulations, and the Commission Rules and Regulations, except insofar as state law may control any aspect of this Agreement, in which case the domestic laws of the state, without regard to its conflicts of laws principles, shall govern. SECTION 22. SEVERABILITY Subject to Section 10, Regulatory Approval, if any part of this Agreement is held to be invalid for any reason, such invalidity will affect only the portion of this Agreement, which is invalid. ln all other respects this Agreement will stand as if such invalid provision had not been a part thereof, and the remainder of the Agreement shall remain in fullforce and effect. SECTION 23. NO JOINT VENTURE OR THIRD PARTY BENEFICIARIES 23.1 Nothing herein contained shall be construed as creating a partnership or joint venture by or between the Parties. 23.2 The provisions of this Agreement are for the benefit of the Parties and not for any other Person. This Agreement will not provide any Person not a Party to this Agreement with any remedy, claim, liability, reimbursement, claim of action, or other right in excess of those existing by reference in this Agreement. SECTION 24. CHARGES AND PAYMENTS 24.1 ln consideration of the services provided by Frontier under this Agreement, CLC shall pay the charges set forth in this Agreement and in applicable tariffs. ln consideration of the services provided by CLC under this Agreement, Frontier shall pay the charges set forth in this Agreement. lnvoices with charges set forth in this Agreement and in applicable tariffs shall be sent to: TO CLC ATTN: MichaelLampi 1801 California Street Denver, CO 80202 Mike. Lampi@centurylink.com TO FRONTIER: Frontier Communications Attention: Access Billing P.O. Box 92713 Rochester, NY 14692 24.2 A monthly billing statement with a consistent, regular bill date shall be prepared by each Party and will reflect the calculation for amounts due under this Agreement. All bills dated as set forth above will be due thirty (30) days after the bill date or by the next bill date (i.e., the same date in the following month as the bill date), whichever is the shortest interval, except as provided herein, and are payable in immediately available funds. lf such payment date would cause payment to be due on a Saturday, Sunday or Legal Holiday, payment for such bills will be due on the last business day preceding the Saturday, Sunday or Legal Holiday. When a bill has been delayed, the due date will be extended by the number of days the bill was delayed, upon request of the receiving Party. 24.3 Billing: The Parties agree that disputed and undisputed amounts due under this Agreement shall be handled as follows: Generic Agreement Version: 03114112 Page 14 Agreement Number: 14-CLC CTCID-000 24.3.1 lf any portion of an amount due to a Party (the "Billing Party") under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the Billed Party) shall within thirty (30) days of its receipt of the invoice containing such a disputed amount give written notice to the Billing Party of the amount it disputes ('Disputed Amounts") and include in such notice the specific details and reasons for disputing each item. The Billed Party shall pay when due all undisputed amounts to the Billing Party, and shall include a copy of the dispute with the payment of the undisputed amount. 24.3.21n the event that a billing dispute is resolved in favor of the Billed Party, any payment of the disputed amount withheld pending settlement of the dispute shall not be subject to the late payment penalty. 24.3.3ln the event that a billing dispute is resolved in favor of the Billing Party, any payments withheld pending seftlement of the dispute will be subject to the late payment penalty as set forth herein. 24.3.4 Undisputed amounts shall be paid when due as set forth in Section 24.2 above. lf any payment or portion thereof is either received by the Billing Party in funds that are not immediately available to the Billing Party or not received by the bill due date, a late payment penalty shall be due to the Billing Party. The late payment penalty shall be 1.5o/o pet month or 18% annually, or the maximum allowed by law, whichever is less. 24.4 Both Parties shall use the Dispute Resolutions procedures as described herein. SECTION 25. DEFAULT 25.1 ln the event of breach of any material provision of this Agreement by either Party, the non breaching Party shall give the other Party written notice thereof, and: 25.1.1 lf such material breach is for non-payment of amounts due hereunder, the breaching Party shall cure such breach within thirty (30) days of receiving such notice. The non-breaching Party shall be entitled to pursue all available legal and equitable remedies for such breach. Amounts disputed in good faith and withheld or set off shall not be deemed "amounts due hereunder' for the purpose of this provision. Neither Party shall withhold or set off undisputed amounts. ln addition, if such material breach is for non-payment of amounts due hereunder and such amounts have not been disputed, the non-breaching Party may: (1) refuse additional applications for any service provided under this Agreement; (2) refuse to complete any pending orders for additional services any time thereafter, and/or; (3) on thirty (30) days' written notice by overnight delivery or certified U.S. mail, with a copy to the Commission, to the person designated to receive such notice, discontinue the provision of existing services at any time thereafter. 25.1.2 lf the non-breaching Party does not refuse additional applications for additional services, and the non-payment continues, nothing contained herein shall preclude the non-breaching Party from refusing additional applications for services without further notice. lf the non-breaching Party discontinues provision of the additional services, all applicable charges, including termination charges, shall become due. lf the non-breaching Party does not discontinue the Generic Agreement Version: 03114112 Page 15 Agreement Number: 14-CLC CTCID-000 provision of services on the date specifted in the thirty (30) days notice, and the nonpayment continues, nothing contained herein shall preclude the non-breaching Party from discontinuing the provision of services without further notice. 25.1.3 Frontier reserves the right to refuse an application for additional services made by any CLEC entity that owns or is substantially owned, directly or indirectly, by or is under common control with, CLC , so long as CLC or any such entity is indebted to Frontierfor services previously furnished, untilthe indebtedness is satisfied. ln the event that services are provided to CLC or an CLEC entity that owns or is substantially owned, directly or indirectly, by or is under common control with, CLC , such services may be terminated by Frontier unless CLC satisfies the indebtedness owing to Frontier within thirty (30) days afterwritten notification. Such notification shall be made by certified U. S. mailto the person designated by CLC to receive such notices. 25.1.4 lf such material breach is for any failure to perform in accordance with this Agreement, other than for non-payment of amounts due hereunder, or if either Party is otherwise in violation of the laq the non-breaching Party shall give notice of the breach and the breaching Party shall cure such breach within sixty (60) days of such notice, and if breaching Party does not, the non- breaching Party may, at its sole option, terminate this Agreement. The non-breaching Party shall be entitled to pursue all available legal and equitable remedies for such breach. SECTION 26. CONFIDENTIALITY AND PUBLICITY 26.1 All proprietary or confidential information ("Proprietary lnformation") disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein. 26.2 As used in this Agreement, the term "Proprietary lnformation" will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.9., "Frontier Proprietary'. lnformation disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made. 26.3 Each Party agrees that it will not disclose any Proprietary lnformation of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary lnformation of the other Party provided that: 26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary lnformation as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure; 26.3.2 it limits access to such Proprietary lnformation to its employees and agents who are directly involved in the consideration of the Proprietary lnformation and informs its employees and agents wlro have access to such Proprietary lnformation of its duty not to disclose; and 26.3.3 upon discovery of any such inadvertent disclosure of Proprietary lnformation, it will endeavor to prevent any further inadvertent disclosure. 26.4 lnformation will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which: 26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or Generic Agreement Version: 03114112 Page l6 Agreement Number: 14-CLC CTCID-000 26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or 26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or 26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or 26.4.5 is approved for release by written authorization of the disclosing Party; or 26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or 26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party's rights. 26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary lnformation to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other. 26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party. 26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties' prior written consent. 26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party's name, language, pictures, or symbols from which the other Party's name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement. SECTION 27. NO RIGHTS TO THIRD PARTIES This Agreement will not provide any third party, including, but not limited to any End User of CLC , with any remedy, claim, liability, reimbursement, cause of action, or other right in excess of those existing without reference to this Agreement. SECTION 28, HEADINGS The headings in this Agreement are for convenience and will not be construed to define or limit any of the terms herein or affect the meanings or interpretation of this Agreement. SECTION 29. EXECUTION IN DUPLICATE This Agreement may be executed in counterparts. Each counterpart shall be considered an original and such counterpart shall together constitute one and the same instrument. sEcTtoN 30. NoTtcEs Generic Agreement Version: 03114112 Page 17 Agreement Number: 14-CLC CTCID-000 Except as otherwise provided herein, all notices or other communication hereunder shall be deemed to have been duly given when made in writing and delivered in person or deposited in the United States mail, certified mail, postage prepaid, return receipt requested, or delivered by prepaid overnight express mail, and addressed as follows: TO CLC: Attn: ICA - lnterconnection Agreements 4650 Lakehurst Ct. 3'd Floor Dublin, OH 43016 Telephone Number: 703-323-0085 Email: Charles.lahev@centurvlink.com with copy to: CenturyLink CLC Attn: Legal-Wholesale 1801 California Street Denver, CO 80202 .le ll.rrodlarrd:ii,centurv link.com TO FRONTIER: Frontier Communications Attn: Director, Business Operations - Carrier Services 63 Stone Street Rochester, NY 14604 Telephone No. (585) 777-5131 Email : Roderick.cameron@ft r.com AND Frontier Communications Attn: VP and Associate General Counsel 1500 MacCorkle Ave Charleston, WV 25396 lf personal delivery is selected to give notice, a receipt of such delivery shall be obtained. The address to which notices or communications may be given to either Party may be changed by wriften notice given by such Party to the other pursuant to this Section. Generic Agreement Version: 03114112 Page 18 Agreement Numberi 14-CLG CTCID-000 The Parties have caueed thls Local lnlerconnectlon Agreement lo be sxecuted on th€lr behalf on the dates eet forth below. Centuryllnk Communicatlons, LLC CITIZENS TELECOMMUNICATIONS COMPANY OF IDAHO Tltle: Dlrector. FEei[U Coslc GenerlcAgreement Version: 0414112 D"'", lehr LLolt{ -,Date: l- L/'/{ Typed: DiEne Wrioht fo-r-Ssrah Nlcholls *r,M h--P ryp*a, &tq/ro/ r. ba.*J Tltle: SVP. Carrier Sales & Service - Page l9 ATTACHMENT 1 INTERCONNECTION Agreement Number: 14-CLC CTCID-000 Generic Agreement Version: 031141'|.2 Page 20 Agreement Number: 14-CLC CTCID-000 ATTACHMENT 1 - INTERCONNECTION ATTACHMENT 1 - INTERCONNECTION The Parties hereto, agree to interconnect their facilities and networks for the transport of Local Traffic as follows: SECTION 1. lnterconnectionTrunkinqArranqements 1.1 The Parties will interconnect their networks directly or indirectly as specified in the terms and conditions contained herein. POls set forth in this Attachment, may be modified from time to time by either Party only with the written consent of the other Party. CLC will agree to establish each POI at a technically feasible point on Frontier's network. 1.2 Direct lnterconnection is required at one or more of the following locations: a) POI at the Frontier local tandem office, wfiere available, which will provide switched lnterconnection to Frontier End Users served by subtending host and remote offices b) Except as provided in 1.3 below, a POI will be at the Frontier Host Office, which will provide switched lnterconnection to Frontier's End Users' served by that host office and subtending remote offices. 1.3 The Parties agree to exchange traffic indirectly subject to 1.3.1 below. 1.3.1 The Parties agree that a direct interconnection is mutually beneficial and desirable when the volume of traffic exchanged between the Parties equals or exceeds a DS1 level over three (3) consecutive months. lf such level of indirect traffic is reached between CLC 's network and a given Frontier end office, the Parties agree, to negotiate in good faith the mutual need for a direct interconnection between CLC 's network and the affected Frontier end office, when either Party makes such request for direct interconnection. ln order for CLC to establish a POl, a request will need to be submitted using the POI Request Form located at http:/iwholesale.frontier.com/wholesale. 1.3 Each Party will be responsible for the engineering and construction of its own network facilities on its side of the POl, however, should Frontier be required to modify its network to accommodate the lnterconnection request made by CLC, CLC agrees to pay Frontier reasonable charges for such modifications. lf CLC uses a third party network to reach the POl, CLC will bear all third party CLC charges for facilities and traffic in both directions on its side of the POl. 1.4 CLC will be responsible for establishing separate trunk groups for: .4.1 lntraLATA Trunk Group - allows access to all codes which subtend the interconnected Frontier tandem. 1.4.2 lnterLATA Trunk Group- enables lnterexchange Carriers to originate and terminate traffic from/to CLC or for CLC and Frontier to exchange traffic that is not served by the Frontier tandem CLC is interconnected too. 1.4.2.'l For all FGD and un-queried 8YY traffic, originated by CLC , CLC agrees to provide Frontier with applicable meet point billing records. 1.4.4 CLC 's services as an interexchange service provider are subject to Frontier's access tariffs. 1.4.5 Connecting CLC 's switch to the applicable E911 routers. lf CLC purchases such services from Frontier, they will be provided at full applicable tariff rates. For all 9 1 1 /E91 1 traffic originating from CLC , it is the responsibility of CLC and the appropriate state or local public Page | 21 Agreement Number: 14-CLC CTCID-000 safety answering agency to negotiate the manner in which 91 1/E91 1 traffic from CLC will be processed. 1.5 The Parties mutually agree that all lnterconnection facilities will be sized according to mutual forecasts and sound engineering practice, as mutually agreed to by the Parties. The Parties further agree that all equipment and technical lnterconnections will be in conformance with all generally accepted industry standards with regard to facilities, equipment, and services. 1.6 lnterconnection will be provided via two-way trunks. The only compensation or other responsibility for payment for terminating traffic from the POI onward shall be Reciprocal Compensation, if applicable and/or Transit Service charges where a Frontier tandem is used to reach a third party's network and/or Switched Access charges where CLC is acting as an lnterexchange CLC . The mutually agreed upon technical and operational interfaces, procedures, grade of service and performance standards for lnterconnection between the Parties will conform with all generally accepted industry standards with regard to facilities, equipment, and services. All lnterconnection facilities and trunking will be ordered using industry standard ASR as referenced in Frontier's Local Service Provider Guide. 1.7 CLC will not expect Frontier's local end office switches to act as a tandem on CLC 's behalf nor will Frontier expect CLC 's local end office switches to act as a tandem on Frontier's behalf. 1.8 This Agreement is applicable only to Frontier's serving areas. Frontier will not be responsible for lnterconnections or contracts relating to any CLC 's lnterconnection with any other service provider or telecommunications CLC . 1.9 lf CLC provides service using an NPA-NXX assigned to a rate center where Frontier provides extended area service or an applicable regulatory authority approved optional calling plan, and CLC chooses to indirectly interconnect by using the tandem switching facilities of a third party, Frontier will have no obligation to route and rate traffic to CLC 's NPA-NXX as an EAS call or pursuant to an optional calling plan unless CLC has established a trunking and transiting arrangement for this traffic with Frontier and the other telecommunications CLC (s) utilizing the trunk and providing transiting service for the traffic. 1 .10 lf a CLC End User customer ports a number from CLC to another CLEC and Frontier routes a call to that ported number to CLC , CLC will route the call to the new CLEC to the tandem the new CLEC is listed as subtending in the LERG and may assess Frontier charges to recover costs incurred in performing applicable queries and in routing the non-queried call. 1.11 Signaling Systems and Administration 1.11.1 The Parties will, where Frontier has the capability, interconnect their networks using SS7 signaling associated with all lnterconnection trunk groups as defined in Telcordia GR-246 "Bell Communications Research Specification of Signaling Systems 7 (SS7) and GR-905, "Common Channel Signaling Network lnterface Specification (CLC SNIS) Supporting lnterconnection, Message Transfer Part (MTP), and lntegrated Services Digital Network (ISDN) User Part (ISUP) "including ISDN User Part ("lSUP") for trunk signaling and Transaction Capabilities Application Part ("TCAP") for CLC S-based features in the lnterconnection of their networks. For glare resolution, Frontier will have priority on odd trunk group member circuit identification codes, and CLC will have priority on even trunk group member circuit identification codes, unless otherwise mutually agreed. SECTION 2. Testinq and Trouble Resoonsibilities The Parties agree to: 2.1 Cooperatively plan and implement coordinated repair procedures for the local lnterconnection Generic Agreement Page 22 Version; 03114112 Agreement Number: 14-CLC CTCID-000 trunks and facilities to ensure trouble reports are resolved in a timely and appropriate manner. 2.2 Provide trained personnel with adequate and compatible test equipment to work with each other's technicians. 2.3 Promptly notify each other when there is any change affecting the service requested, including the date service is to be started. 2.4 Coordinate and schedule testing activities of their owr personnel, and others as applicable, to ensure its lnterconnection trunks/trunk groups are installed per the lnterconnection order, meet agreed upon acceptance test requirements, and are placed in service by the due date. 2.5 Perform sectionalization to determine if a trouble condition is located in its facility or its portion of the lnterconnection trunks prior to referring any trouble to each other. 2.6 Provide each other with a trouble reporting number to a work center that is staffed 24 hours a day/7 days a week. 2.7 Based on the trunking architecture, provide for mutual tests for system assurance for the proper recording of AMA records in each company's switch. These tests are repeatable on demand by either Party upon reasonable notice. 2.8 A maintenance service charge applies whenever either Party requests the dispatch of the other Party's personnel for the purpose of performing maintenance activity on the Interconnection trunks, and any of the following conditions exist: 2.8.1 No trouble is found in the lnterconnection trunks; or 2.8.2 The trouble condition results from equipment, facilities or systems not provided by the Party whose personnel were dispatched; or 2.8.3 Trouble clearance did not otherwise require a dispatch, and upon dispatch requested for repair verification, the lnterconnection trunk does not exceed maintenance limits. 2.8.4 lf a maintenance service charge has been applied and trouble is subsequently found in the facilities of the Party whose personnel were dispatched, the charge will be canceled. 2.8.5 Billing for maintenance service is based on Frontier's respective tariff. SECTION3. InterconnectionForecastinq. 3.1 Semi-annually CLC will provide Frontier a one (1) year forecast for expected trunk utilization. Orders for trunks that exceed forecasted quantities for forecasted locations will be accommodated as facilities and/or equipment are available. 3.2 The forecasts will include the number, type and capacity of trunks as well as a description of major network projects anticipated for the following six months. Major network projects include trunking or network rearrangements, shifts in anticipated traffic patterns, or other activities that are reflected by a significant increase or decrease in trunking demand for the following forecast period. 3.3 lf a trunk group is under 75 percent of centum call seconds capacity on a monthly average basis for each month of any six month period, either Party may issue an order to resize the trunk group, which will be left with not less than 25 percent excess capacity. The grade of service for all final facilities between Frontier's central office and CLC 's will be engineered to achieve P.01 grade of service. Generic Agreement Version: 03114112 Page 23 Agreement Number: 14-CLC CTCID-000 SECTION 4. Reciprocal Compensation for the Transport and Termination of lnterchanqed Traffic. 4.1 The Parties agree to exchange ISP Bound Traffic on a bill and keep basis between the Parties such that neither Party owes the other Party any compensation for the origination, transport or termination of such traffic. The preceding sentence applies only to the exchange of traffic between these Parties and a separate determination of what ISP Bound Traffic was exchanged between Frontier and any other party adopting this Agreement under 47 U.S.C. S 252(i) shall be required in order to determine the appropriate compensation of ISP-Bound Traffic between Frontier and any such other party. 4.1.1 Neither Party expects to terminate material amounts of Local Traffic to the other Party, and to the extent the Parties terminate Local Traffic they expect the volume of Local Traffic each Party terminates to be comparable, thereby justiffing the use of combined trunks for Local Traffic and ISP Bound Traffic under Attachment 1, Section 1.4. As such it will not be possible to identify Local Traffic and the Parties will reciprocally compensate each other using bill and keep. 4.2 The Parties will exchange Enhanced Services traffic other than ISP-Bound Traffic on a bill and keep basis. 4.2.1 The fact that ISP Bound Traffic and de minimus amounts of Local Traffic are compensated for on a bill and keep basis shall not change the compensation set forth in this Agreement for any other traffic or services, including but not limited to facilities for lnterconnection under Section 1 of this Attachment 1, Access Services traffic, wireless traffic, and Transit Service traffic. 4.3 VolP Traffic. VolP Traffic exchanged pursuant to this Agreement will be governed by the default provisions of USF/ICC Transformation Order FCC 1 1-1 61 (rel. November 18, 201 1) as such order may be revised, reconsidered, modified or changed in the future. When such revisions, reconsiderations, modifications or changes are effective, such provisions shall be automatically incorporated into this Agreement. For clarity, and subject to any future revisions, reconsiderations, modifications or changes in the USF/ICC Transformation Order, interexchange VolP traffic terminated to either Party is subject to access charges based on the appropriate access tariff, and local VolP traffic terminated to either Party is subject to the reciprocal compensation provisions of this Agreement. The Parties agree access charges will comply with all FCC mirroring and default phase-down requirements SECTION 5. Transit Service 5.1 CLC shall compensate Frontier for Transit Service as follows: CLC shall pay Frontier a Transit Service charge as set forth in Attachment 7, Pricing for Transit Service originated by CLC to any third party CLC , or terminated to CLC from a third-party lncumbent Local Exchange CLC when interconnected to a Frontier tandem 5.1 .1 Each Party acknowledges that Frontier does not have any responsibility to pay any charges for termination of any transit traffic originating from a non-Party's network. Generic Agreement Version: 03114112 Page 24 ATTACHMENT 2 ANCILLARY SERVICES Agreement Number 14-CLC CTCID-000 Generic Agreement Version: 03114112 Page 25 Agreement Number: 14-CLC CTCID-000 ATTACHMENT 2 ANCILLARY SERVICES SECTION 1. DIRECTORY LISTINGS AND DISTRIBUTION SERVICES L I CLC agrees to provide to Frontier or its publisher, as specified by Frontier, all subscriber list information (including additions, changes and deletions) for CLC 's End Users and those of any resellers of CLC services, located within Frontier's operating areas. lt is the responsibility of CLC to submit directory listings in the prescribed manner to Frontier prior to the directory listing publication cut-off date, which is posted at htto:l/wholesale.frontier.com/wholesale under CLC Services then Directory Services. 1.2 Frontier will include CLC 's End User primary listings in the appropriate sections of its telephone directories (residence and business listings). Listings of CLC 's End Users will be inter-filed with listings of Frontier's End Users and the End Users of other LECs, in the local section of Frontier's directories. 1.3 CLC will identify any of these subscribers that are "non-published" End Users. CLC will provide Frontier with the directory information for all its End Users in the format specified in the Frontier Local Service Provider Guide. Subscriber list information will include the End User's name, address, telephone number, appropriate classified heading and all other pertinent data elements as requested by Frontier including ACNA/CIC or CLCC/OCN, as appropriate with each order, to enable Frontier the ability to identify listing ownership. CLC will provide all subscriber listings at no charge to Frontier or its publisher. 1.4 CLC 's End Users standard primary listing information in the telephone directories will be provided at no charge. 1.5 CLC is responsible for all listing questions and contacts with its End Users including but not limited to queries, complaints, account maintenance, privacy requirements and services. CLC will provide Frontier with appropriate internal contact information to fulfill these requirements. 1.6 Frontier will accord CLC directory listing information the same level of confidentiality, which Frontier accords its own directory listing information. CLC grants Frontier full authority to provide CLC subscriber listings, excluding non-published telephone numbers, to other directory publishers and will indemnify Frontier and its publisher from and against any liability resulting from the provisioning of such listings. ln exchange for Frontier providing this subscriber list service, Frontier will charge, bill, collect and retain any monies derived from the sale of CLC listings to other directory publishers. 1.7 Frontier will distribute its telephone directories to CLC 's End Users in a manner similar to the way it provides those functions for its own End Users in Frontier's service territory. For CLC End Users whose listings are not maintained in a Frontier database, CLC shall provide the information needed for the distribution of listings in book form to such End Users. 1.7 .1 CLC is responsible for sending to Frontier at the posted date an approximate directory count for its End Users for the purpose of ensuring an adequate quantity is printed. 1.7.2 CLC is responsible for providing information that includes distribution address and book quantities to Frontier. Frontier will place the same restrictions on CLC 's End Users as it does for itself when assigning book quantities. 1.8 CLC will adhere to all practices, standards, and ethical requirements of Frontier with regard to listings, and, by providing Frontier with listing information, warrants to Frontier that CLC has the right to place such listings on behalf of its End Users. CLC agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person, to be listed, is authorized and has the right to provide the product or service offered, and to use any personal or corporate name, trade name, or language used in the listing. CLC shall be solely responsible for knowing and adhering to state Generic Agreement Version: 03114112 Page26 Agreement Number 14-CLC CTCID-000 laws or rulings regarding listing information and for supplying Frontier with applicable listing information. ln addition, CLC agrees to release, defend, hold harmless and indemnify Frontier from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of Frontier's listing of the information provided by CLC hereunder. 1 .9 Frontier's liability to CLC in the event of a Frontier eror in or omission of a listing will not exceed the amount of charges actually paid by CLC for such listing. ln addition, CLC agrees to take, with respect to its own End Users, all reasonable steps to ensure that its' and Frontier's liability to CLC 's End Users in the event of a Frontier error in or omission of a listing will be subject to the same limitations that Frontier's liability to its own End Users are subject to. Generic Agreement Version: 03114112 Page 27 ATTACHMENT 3 COLLOCATION Generic Agreement Version: 03114112 Agreement Number: 14-CLC CTCID-000 ATTACHMENT 3 COLLOCATION SECTION 1. DEFINITIONS 1.1 Space - For the purposes of this agreement Space shall refer to either partitioned (caged) or unpartitioned space (cageless), unless specified otherwise and mutually agreed upon. An enclosed secure area, designated by Frontierwithin a Frontier Central Office, of a size and dimension specified by CLC and agreed to by Frontier. Partitioned Space is subject to a minimum size requirement of one- hundred (100) square feet of assignable space or such lesser amount agreed to by both parties. Frontier shall design and construct at CLC 's expense, subject to CLC 's pre-approval of the price, a cage or room to establish a clear division between Frontier's and CLC 's area, and for purposes of securing the space for CLC 's equipment. Un-partitioned space will have a minimum size of one equipment bay, which shall be deemed the equivalent of 15 sq. feet. 1.2 Cable Space - Any passage or opening in, on, under, over or through the Central Office cable structure (e.9., electrical metallic tubing, cable vault or alternate splicing chamber, etc.) required to bring cable to the Space. 1.3 Conduit Soace - Any reinforced passage or opening in, on, under, over or through the ground between the feeder route conduit system ("Manhole "0") and cable vault location capable of containing communications facilities, and includes: cable entrance facilities; main conduit; ducts; inner ducts; gas traps; underground dips such as short sections of conduit under roadway, driveways, parking lots and similar conduit installations that are required to bring the CLC provided fiber optic feeder cable into the Frontier Central Office. 1.4 CLC 's Facilities - The telecommunications cables and equipment owned or leased by CLC , whether installed by Frontier or CLC that are for the sole use of CLC in connection with equipment installed within its Space. 1.5 Design and Construction Work - All work by Frontier, including but not limited to, space design and preparation, the rearrangement of existing facilities, design and construction of Partitioned Space enclosure, design and placement of required support structure or any other activity required to accommodate the installation of CLC 's facilities in the Frontier space(s) covered under this Agreement. Similar work required by CLC after initial installation solely because of the existence of CLC 's Facilities shall be referred to as "Additional Design and Construction," and shall be at CLC 's expense, subject to CLC 's pre-approval of the price of the work to be performed. 1.6 Cross Connect Fee - A monthly fee charged to CLC to compensate Frontier for the cable connection from Frontier's facilities to the point of termination for CLC 's collocation facilities. 1.7 Manhole - An underground enclosure where conduit(s) are terminated and which provides ready access to conduit system. 1.8 Other CLECs - Any person, corporation, or other legal entity other than CLC herein, to whom Frontier has extended or hereafter shall extend an authorization to occupy its Central Office(s) or conduit system(s). 1.9 Post-lnstallation lnsoection - The work activities performed to visually observe CLC 's equipment and cable facilities and equipment installation during and shortly after the completion of the installation of such equipment and facilities to determine that all occupancies conform to the standards required by this Agreement as set forth in Frontier's Safety Manual. Generic Agreement Version: 03114112 Page 29 Agreement Number 14-CLC CTCID-000 SECTION 2. USE OF SPACE 2.1 The sole use of Space by CLC is to place equipment owned or leased, installed, operated and maintained by CLC , which interconnects with Frontier facilities for the exchange of Local Traffic or for access to UNEs. CLC may not locate its switching equipment in the Space. CLC may not interconnect equipment or facilities in its Space with equipment or facilities within another CLEC's Space without the specific written consent of Frontier which permission shall not be unreasonably withheld. Any violation of this paragraph shall be deemed a material breach of this Agreement. 2.2 CLC may provide or make available to any third-party space within CLC 's Partitioned Space only upon prior written notice to Frontier and only if CLC remains ultimately responsible for any such third-party action and the third-party CLC enters into applicable agreements, including a collocation agreement with Frontier which will be substantially similar to this Agreement but without charge for physical real estate space within CLC 's Partitioned Space. Any violation of this paragraph shall be deemed a material breach of this Agreement. 2.3 CLC may place in Space the equipment which meets the standards specified in Frontier's Safety Manual, or compliant with NEBS standards (which ever holds the higher standard). ln addition, CLC , as specified in Frontier's Safety Manual, is also permitted to place in Partitioned Space ancillary equipment such as cross-connect frames, as well as storage cabinets and work surfaces (e.9., tables). To help ensure the availability of sufficient space for all CLC s, CLC may order for office communications within the Space from Frontier, business message rate service under Frontier's applicable tariffs. CLC will provide, install and maintain in Space any repeaters, which may be necessary as a result of the physical distance between Space and the Central Office terminations of Frontier facilities and services. CLC 's equipment and installation of CLC 's equipment must comply with all applicable Federal, State, and Local environmental, health and safety requirements (hereafter "EHS requirements"), as well as Frontier's Policies and Practices relating to fire, safety, health, environmental, and network safeguards as set forth in Frontier's Safety Manual. CLC agrees its equipment and installation activities will not materially impact Frontier's services or facilities. CLC shall bear all cost of modifying and maintaining its equipment and the Space as required to comply with the EHS requirements, and policies and practices set forth in Frontier's Safety Manual. SECTION 3. OCCUPANCY 3.1 Occupancy for all spaces will be granted upon completion of the Design and Construction Work including "cut down" of Frontier Cabling at the Point of Termination based on the requested Optical Fiber, DS-3, DS-1, and voice grade lnterconnections identified by CLC in the applicable Application for Collocation (Exhibit B). Frontier will provide occupancy of the space(s) at each affected Central Office on time as specified in the specific Collocation Schedule for that particular Central Office. However, if Frontier fails, for any reason beyond its reasonable control, to provide occupancy of the space(s) at the specified time(s), Frontier shall not be liable to CLC for such delay. ln the event that Frontier is delayed in providing occupancy to CLC for any reason other than the acts or omissions of CLC , CLC shall not be obliged to pay the license, power or house service fees for such space(s) under this Agreement until the date Frontier provides occupancy to CLC . Except for Force Majeure events or the acts or omissions of CLC , in the event of delay in Frontier's provision of the Space continues for sixty (60) days after the time set forth in the Collocation Schedule, CLC shall have the option of canceling such collocation request. CLC shall pay Frontier, charges it has incurred in preparing CLC 's Space up to the point of cancellation. 3.2 Frontier shall have the right, for good cause shown, upon a minimum of four (4) months' notice, to reclaim any Space, Cable Space or Conduit Space, if necessary, in order to fulfill its obligations under the applicable law to provide telecommunications services to its End Users. ln the event of such reclamation, Frontier shall use its best efforts to provide CLC with alternative space, if feasible. ln the event of a Generic Agreement Version: 03114112 Page 30 Agreement Number: 1 4-CLC CTCID-000 dispute under this Agreement, the dispute shall be resolved per the Dispute Resolution Section outlined in the General Terms and Conditions. Provided CLC has brought such dispute in good faith, Frontier shall take no action to remove CLC before resolution of the dispute. 3.3 Frontier shall have the right to terminate use of any Space and associated Cable or Conduit Space(s) where the Central Office premises becomes the subject of a taking by eminent authority having such power. Frontier shall notify CLC that a taking by eminent domain of Frontier premises may occur or is contemplated for those facilities where CLC has an interest under this Agreement. Frontier shall also provide CLC with written notice of the outcome of such eminent domain procedure and identify the schedule by which CLC must proceed to have CLC 's equipment or property removed from the Space(s) and associated Cable, and Conduit Space. CLC shall have no claim against Frontier for any relocation expenses, any part of any award that may be made for such taking or value of any unexpired initial term or Renewal Periods that results from a termination by Frontier under this provision, or any loss of business from full or partial interruption or interference due to any termination. However, nothing herein shall be construed as preventing CLC from making its own claim against the eminent authority ordering the taking of the Central Office premises. 3.4 CLC may terminate the use of any Space or portion thereof; Partitioned Space must be relinquished in (20) square feet increments and Cageless Space must be relinquished in one bay increments. Cable and Conduit Space, D.C. Power and Emergency A.C. Power described in Exhibit A may be reduced or relinquished by giving ninety (90) days prior written notice to Frontier. However, any remaining Partitioned Space licensed under this Agreement may not be less than one-hundred (100) square feet, unless a lesser amount was originally occupied or agreed to by both parties. Any remaining Cageless Space licensed under this agreement, must be no less than one bay. CLC is responsible for the costs of such partial termination. 3.5 The term of the occupancy of the collocated space will coincide with the term of this Agreement. SECTION 4. PROCEDURES 4.1 Aoolication for Occuoancy - CLC shall complete a written application for occupancy of any Space, Cable Space or Conduit Space (Exhibit B). 4.1.1 CLC must provide Frontier, along with completed applications described above, an appropriate and applicable application fee for each Central Office Space requested. This amount will be charged against the price set forth in the applicable collocation schedules in Exhibit A for administration, engineering, design and construction related to a CLC application (the "Price"). Frontier will process applications for occupancy on a first-come, first-served basis as determined through the receipt of the application fee. Upon receipt of CLC 's first application fees, Frontier will make available to CLC any Frontier-specific documentation required as indicated. 4.2 Pre-Construction Survev and Desion and Construction 4.2.1 Frontier will conduct a Pre-Construction Survey for each CLC request for Space, Cable Space, Conduit Space and power for which occupancy is requested to determine the availability of such spaces to accommodate CLC 's facilities. ln determining the availability of power and space in Frontier's conduit system and Central Office(s), Frontierwill consider, and give preference to, its reasonable present and foreseeable needs for such power and space in order to fulfill its obligations to provide its tariffed services to its End Users. 4.2.2 Frontier will notify CLC whether or not the request can be met. lf space in the Central Office at issue is available, Frontier will provide to CLC a Collocation Schedule (Exhibit A). Generic Agreement Version: 03114112 Page 3 1 Agreement Number 14-CLC CTCID-000 4.2.3 CLC shall have thirty (30) calendar days from the receipt of a Collocation Schedule to pay the total amount of the Price. The Estimated lnterval for Turnover of Space(s) (Exhibit A) will run from the payment by CLC of the Price. 4.2.4 Frontier shall design and construct at CLC 's expense, subject to CLC 's pre-approval of the Price as set forth on the applicable Collocation Schedule (Attachments A), a cage or room space, as applicable, to establish a clear division between Frontier's or another CLEC's area and CLC 's area, and for purposes of securing the space for CLC 's equipment. Frontier reserves the right to partition its equipment at its own expense from CLC 's Space. 4.2.5 Frontier shall designate all spaces to be occupied by CLC 's Facilities under this Agreement. 4.2.6 ln the event Frontier determines that Frontier's or any other entity's cable facilities in Conduit Space or Cable Space or Frontier's Central Office equipment needs rearrangement to accommodate the facilities of CLC , Frontier will include these costs in the Price. Frontier will make reasonable efforts to minimize the cost of such rearrangements. CLC agrees to meet with Frontier on an as needed basis to review the Design and Construction Work plans and schedules for the Space, and installation of CLC 's equipment within its Space. 4.3 Acceptance and Turnover of Space(s) 4.3.1 Frontier will notify CLC in writing of the completion of the Design and Construction Work. 4.3.2 Prior to beginning installation work or occupancy, CLC must sign the Design and Construction Completion Notice applicable to the Frontier Central Office at issue indicating acceptance of the Design and Construction Work as specified in each Collocation Schedule. CLC access to the Spaces will be provided only after the execution of the Design and Construction Completion Notice. 4.3.3 CLC is responsible for procuring all cables from Manhole "0" to the Space, including fiber optic cable into the Central Office cable vault, and within cable support structures between the cable vault and the Space. 4.4 Temoorarv Staqinq Area 4.4.1 Frontier commits to providing CLC with access to temporary staging areas and other Central Office building facilities necessary for delivery, installation, replacement or removal work for equipment and facilities located or to be located within CLC 's Space provided such access does not unreasonably interfere with Frontier's operations. Before beginning any such activity, CLC agrees to obtain Frontie/s written approval of its proposed work scheduling in order to coordinate use of all necessary temporary staging areas and other building facilities. Frontier may request additional information before granting approval and may require minor scheduling changes. Frontier's approval of scheduling will not unreasonably delay work and its approval for the use of temporary staging areas and other building facilities by CLC will not be unreasonably withheld. 4.4.2 During any use of Frontier's facilities by CLC , its employees, agents or contractors, CLC is responsible for protecting Frontier's equipment, facilities and personnel within the staging areas and along the staging route. CLC will use its best efforts to store equipment and materials within the collocation space when work is not in progress (e.9., overnight). lnterim storage of equipment and materials overnight will be permitted in the staging area(s) with Frontier's prior written consent. However, CLC shall bear all risk of loss for CLC 's equipment and materials whether stored within or outside of the space, except to the extent resulting from the gross negligence of Generic Agreement Version: 03114112 Page 32 4.5 Agreement Number: 14-CLC CTCID-000 Frontier or its employees. CLC will meet all EHS requirements, and all Frontier fire, safety, security, environmental and housekeeping requirements as set forth in Frontier's Safety Manual. Frontier may revise Frontier's Safety Manual from time to time in its discretion for application to all of Frontier's facilities, and will provide copies of any revisions to CLC . CLC will comply with Frontier's Safety Manual as revised. The temporary staging area will be vacated and delivered to Frontier in a broom-clean condition upon completion of CLC 's installation work. lnsoections of CLC 's Facilities 4.5.1 Frontier has the right to inspect the completed installation of CLC 's equipment and facilities. CLC shall have the right to be present at such inspection. 4.5.2 Frontier reserves the right to make subsequent inspections (of any part or all) of CLC 's equipment and facilities occupying Space(s) and associated Cable Space and Conduit Space. 4.5.3 lf CLC is found to be in violation of Frontie/s requirements for construction in or use of the Premises, then CLC shall pay the reasonable costs of the inspection and shall have a reasonable period of time to bring its facilities within Frontier's requirements. ln the event of an emergency, Frontier will provide CLC a post-inspection report detailing the reasons for the emergency and the results of the inspection. SECTION 5. FEES AND PAYMENT TERMS 5.1 Upon request for Space, CLC must provide Frontier with an application fee per Exhibit A prior to the commencement of any activity. 5.2 CLC shall pay to Frontier at the specified time the monthly fees set forth in Collocation Schedules (Exhibit A). Failure to make such payment constitutes a material breach of this Agreement 5.3 Billing for the fee(s), other than Design and Construction Work charges, delineated in Exhibit A will commence on the Occupancy Dates set forth in Exhibit A. 5.4 CLC shall reimburse Frontier for all reasonable repair or restoration costs incurred by Frontier associated with damage or destruction caused by CLC 's personnel, CLC 's agents or CLC 's suppliers/contractors or CLC 's visitors. SECTION 6. INTENTIONALLY LEFT BLANK SECTION 7. INSTALLATION ANO MAINTENANCE 7.1 Specifications 7.1.1 CLC 's facilities shall be placed, maintained, relocated or removed in accordance with the applicable requirements and specifications of the current editions of the National Electrical Code (NEC), the National Electrical Safety Code (NESC) and rules and regulations of the Occupational Safety and Health Act (OSHA) and the Environmental Protection Agency (EPA) and any governing authority having jurisdiction, including state counterparts to OSHA and EPA. All CLC entrance facilities, splices and equipment must comply with EHS requirements, and Frontier's Policies and Practices, as set forth in Frontier's Safety Manual. Where a difference in specifications may exist, the more stringent shall apply. 7.1.2 CLC 's facilities shall not physically, electronically, or inductively interfere with any of Frontier's or Other CLEC's or tenant's pre-existing facilities. ln adding additional facilities, CLC and Frontier agree to cooperate with each other to avoid interference with Frontier or any other Generic Agreement Version: 03114112 Page 33 Agreement Number: 14-CLC CTCID-000 CLEC's or tenant's facilities. Despite such efforts, in the event CLC 's facilities interfere with Frontier or any other CLEC's or tenant's facilities, the Parties shall work together in good faith to correct the interference. 7.1.3 While many of the standards and technical requirements for CLC 's cable, equipment and facilities are set forth in (7.'1.1) above, Frontier reserves the right to reasonably specify the type of cable, equipment and construction standards reasonably required in situations not othenruise covered in this Agreement. ln such cases, Frontier will furnish to CLC written material which will specify and explain the required construction. lf CLC disagrees with Frontier's explanation, Frontier agrees to meet in good faith to determine alternative equipment or construction standards that would be mutually acceptable. 7.1.4 Frontier and CLC will jointly determine the length of cable needed to reach from Manhole "0" to CLC's Space. Special arrangements will be agreed upon to meet unusual conditions. Added or special rearrangements requested by CLC will result in additional charges to CLC . All maintenance of fiber optic cables will be performed by CLC and/or vendors employed by CLC at CLC 's expense. All installation, restoration and maintenance work on CLC 's facilities between Manhole "0" and the Space will be performed by CLC and/or vendors employed by CLC at CLC's expense. This work will be performed in a timely and efficient manner. Ten (10) days prior to such maintenance, CLC shall provide Frontier notice that maintenance will occur and inform Frontier of the maintenance schedule. CLC shall be accompanied by a qualified Frontier representative in all Manhole "0" to CLC 's Space locations at CLC 's expense. 7.2 EntranceFacilities 7.2.1 Manhole "0" - Frontier reserves the right to prohibit all equipment and facilities, other than cable, from its entrance manholes. No splicing will be permitted in Manhole "0", the Frontier Cable vault or any location other than the Space. CLC must provide a length of underground fiber optic cable in Manhole "0" specified by Frontier of sufficient length to be pulled through the Central Office conduit and the Central Office cable vault and into the Space, without the need for splicing. CLC is responsible for the placement of the fiber optic facility within Manhole "0", and all work performed in or near the Manhole must be done in accordance with EHS requirements, and Frontier's policies as set forth in Frontier's Safety Manual. This installation shall be coordinated with and inspected by Frontier. CLC shall be accompanied by a qualified Frontier representative in all Manhole locations at CLC 's expense. CLC shall notify Frontier's Network Operations Center of its intention to enter an Frontier Manhole "0" with no less than forty-eight (48) hours' advance notice informing Frontier of the Manhole "0" involved, the anticipated time and duration of entry and the names of entering employees. All maintenance work on CLC 's fiber optic cables will be performed by CLC and/or vendors employed by CLC at CLC 's expense. Ten (10) days prior to such maintenance, CLC shall provide Frontier notice that maintenance will occur and inform Frontier of the maintenance schedule. 7.2.2 Conduit Soace - CLC and/or vendors employed by CLC will install the fiber optic cable provided by CLC in the Conduit Space at CLC 's expense. CLC , at its expense, shall be accompanied by a qualified Frontier representative during all fiber optic cable installations involving Conduit Space. CLC will be required to provide a good faith three-year forecast for planning and duct allocation purposes. Frontier will consider any future requests for additional facilities based upon the availability of such facilities at the time the request is made. Frontier may provide shared conduit with dedicated inner duct. CLC will not be permitted to reserve space in the Central Office conduit. lf new conduit is required, Frontier will negotiate with CLC to enter into a further agreement to address the specific location. Frontier reserves the right to manage its own Central Office conduit requirements and to reserve vacant space for reasonable facility additions planned for its primary use. Generic Agreement Version: 03114112 Page 34 Agreement Number 14-CLC CTCID-000 7 .2.3 Cable Soace - Central Office Cable Vault - Frontier will provide space for installing electrical metallic tubing ("EMT") within the Frontier cable vault. Where reasonably deemed necessary by Frontier, pull boxes and/or metallic flexible tubing will be installed to allow a secured and continuous path. These facilities will be installed by Frontier and/or vendors employed by Frontier at the expense of CLC . A separate EMT conduit will be installed for each CLEC with no more than one CLEC occupying a single EMT. Frontier will identify all CLC entrance facilities accordingly. CLC and/or vendors employed by CLC will install the CLC -provided fiber within the EMT conduit at the expense of CLC . CLC shall be accompanied by a qualifted Frontier representative in all fiber optic cable installations involving EMT conduit cable vault locations at CLC 's expense. To avoid unnecessary reinforcements or reanangements, CLC agrees to size the fiber optic facilities to meet three-year forecasted demand, where feasible. 7.2.4 Cable Soace-Central Office Risers and Cable Racks - Frontier will provide space for installing EMT between the Frontier cable vault and the Space. Where reasonably deemed necessary by Frontier, all boxes and/or metallic flexible tubing will be installed to allow a secured and continuous path. These facilities will be installed by Frontier and/or vendors employed by Frontier at the expense of CLC with no more than one CLEC occupying a single EMT. CLC and/or vendors employed by CLC will install the CLC -provided fiber optic cable in the conduit between the cable vault and the Space at the expense of CLC . CLC shall be accompanied by a qualified Frontier representative in all fiber optic cable installations involving Cable Space at CLC 's expense. Fiber cables must comply with EHS requirements and Frontier Policies and Practices relating to fire, safe$, health, environmental and network safeguards as set forth in Frontier's Safety Manual. Fiber cable sheaths must be adequately grounded within the Space to the nearest practicable Central Office ground. 7.2.5 Power - Frontier will provide power for CLC 's equipment, pursuant to charges set forth on Exhibit A. At CLC 's expense, Frontier and/or vendors employed by Frontier shall install the equipment needed to deliver power from the D.C. Power Board to the Space and a ten-position ground bar shall be connected to the closest practicable Central Office ground. The D.C. Power plant will be subject to the normal voltage reductions common to battery plants occurring during commercial power failures. Where available the D.C. voltage for the Space will return to the nominal voltage level concurrent with, or prior to, restoration of a nominal voltage level for Frontier's own equipment once the back-up generator system is operational and placed back on- line,. Should CLC 's power requirements increase to the point that Frontier must purchase additional power plant to meet their demands, CLC shall be responsible for compensating Frontier for the cost to purchase and install such additional plant. However, in the event that Frontier or other CLECs also have a need for additional power requirements to be supplied by such additional plant, the purchase and installation costs of such plant shall be allocated on a pro rata basis, based upon the parties' need for and use of such additional plant. Exhibit A shall be amended accordingly. lf emergency A.C. Power is available, and if CLC requests, Frontier shall provide such power to CLC , pursuant to Exhibit A. Upon CLC 's request, Frontier will investigate the feasibility of providing Protected A.C. Power. lf Protected A.C. Power is available, Frontier shall provide such power to CLC , pursuant to Exhibit A. CLC shall also have the right to supply its own battery back-up power within the Partitioned Space, subject to Frontier's approval of the necessary equipment, which approval shall not unreasonably be withheld. Any battery back-up power supplied by CLC shall be installed, operated, and maintained in accordance with Frontier's Safety Manual. 7.2.6 All Collocation Soace - Frontier is responsible for providing Space in accordance with this Attachment. CLC will properly ground the fiber cable within the Space to the nearest practicable Central Office ground. To avoid safety hazards, H Taps and C Taps are required connections for power leads and power distribution. Either fusion or mechanical splicing is acceptable for optics. CLC will be responsible for accepting delivery, installation and maintenance of its equipment Generic Agreement Version: 03114112 Page 35 Agreement Number: 14-CLC CTCID-000 within the Space. CLC may not construct improvements or make alterations or repairs to the Space without the prior written approval of Frontier, which Frontier will not unreasonably withhold. 7 .2.7 Point of Termination - Frontier will designate DSX-3 and DSX-1 panel positions on DSX frames and distribution block locations on Frontier MDF as the Point of Termination for associated COAX, ABAM and analog cables extending from Space and used for interface with the Frontier network. Frontier and/or vendors employed by Frontier will provide, install and repair at CLC 's expense, all cables, racks and Central Office termination equipment necessary to provide the interface required for connection to the Frontier network on the Frontier side of the Space. CLC will pay any costs incuned by Frontier whenever Frontier personnel are required to identify a trouble as being on CLC 's side of the Point of Termination. Frontier will not perform maintenance on equipment on CLC 's side of the Point of Termination 7.2.8 Non-Compliant lnstallations - lf at any time Frontier reasonably determines that either the equipment or the installation does not meet the requirements outlined in this Agreement and CLC fails to correct any non-compliance with these standards within twenty (20) Business Days after written notice to CLC , Frontier may have the equipment removed or the condition corrected at CLC 's expense. lf, during the installation phase, Frontier reasonably determines any CLC activities or equipment are unsafe, non-standard or in violation of any applicable Frontier requirements, or fire, safety, environmental or policy set forth in Frontier's Safety Manual, Frontier has the right to immediately stop the work or place it on hold for no longer than reasonably necessary to address the situation. Frontier must notify CLC of the stoppage and Frontier's basis for doing so. However, when such conditions pose an immediate threat to the safety of Frontier's employees, interfere with the performance of Frontier's service obligations, or pose an immediate threat to the physical security or integrity of the conduit system or the cable facilities of Frontier, Frontier will utilize its reasonable efforts to immediately notify CLC , but may perform such work and/or take such action that Frontier deems necessary without prior notice to CLC . The reasonable cost of said work and/or actions shall be borne by CLC . Frontier reserves the right, after giving CLC sixty (60) calendar days notice, to require the removal of products, facilities and equipment reasonably determined by Frontier to be no longer in compliance with EHS requirements, NEBS and Frontier safety standards. CLC shallwithin such sixty (60) day period, remove such products, facilities and equipment from its Partitioned Space, or otherwise bring its facilities into compliance. 7.2.9 CLC agrees to abide by all Frontier Security policies, procedures and practices, and all applicable Federal, State and Local environmental, health, safety and security requirements, for non-Frontier employees with access to Frontier Central Offices. Any violation of this Section shall be deemed a material breach. 7.2.9.1 CLC and its employees, agents or representatives shall take reasonable and prudent steps to ensure the adequate protection of Frontier property, equipment and services. 7.2.9.2 CLC will supply Frontier Security with a list of its employees who require access. Prior to supplying the list, CLC will perform a background check of each individual on the list to determine whether the individual has a criminal record. CLC will provide Frontier Security with information regarding the criminal record of any individual on the list, and Frontier Security may in its sole discretion exclude any individualwith a criminal record. Frontier Security may require certain additional information to ensure positive identifi cation of such individuals. 7.2.9.3 Frontier Security will issue non-employee identification cards for each CLC employee listed in accordance with Section 7.2.9.2 and Section 7.2.9.12 who will require frequent or regular access. ldentification cards will not be issued to CLC 's vendor or Generic Agreement Version: 03114112 Page 36 Agreement Number: 1 4-CLC CTCID-000 contracted installer. CLC 's vendor or contracted installer shall be given access into the Frontier location housing CLC 's Space and escorted to CLC 's Space by an authorized CLC employee with a proper identification card. ldentification cards must be worn and openly displayed at all times, while in any Frontier location housing CLC 's Space. CLC will not be granted access without displaying an identification card. CLC is responsible for notifying Frontier Security immediately, both verbally by calling 585-777-7773 and in writing to 111 Field St. Rochester, NY 14620, of any employee on the access list that no longer requires said access. CLC must notify Frontier Security immediately in the event any listed employee's employment is terminated, by calling 585-777-7773, which is staffed 24 hours a day seven (7) days a week. CLC is responsible for the collection and return, to Frontier Security, of lD cards of employees removed from the list. CLC is responsible for returning all lD cards, to Frontier Security, upon termination of this Agreement. 7.2.9.4 CLC 's employees are restricted to a specific access route, designated by Frontier Security, from the designated Central Office exterior door to the Space. CLC 's employees shall have access to its physical collocation space 24 hours a day, 7 days a week without requiring either a security escort of any kind or requiring a Frontier employee or representative to be present during CLC 's entry into the premises. CLC 's employees and contractors shall make reasonable efforts to enter Frontier's Central Offices during the 6:00 a.m.-10:00 p.m. working hours Monday through Friday. For non- emergency access to Central Offices where Frontier's equipment is accessible to CLC 's personnel, CLC 's employees may enter Frontier's Central Offices between 10:00 p.m. and 6:00 a.m. Monday through Friday and on weekends only after notifying Frontier of its intention to enter a Frontier Central Office with no less than 2 hours advanced notice. Frontier will provide CLC with a list of Central Offices where such advanced notice is required for access outside of Frontier's working hours. No advanced notice will be required for access to a Central Office where Frontier's equipment is not accessible to CLC 's personnel and there is a separate entrance. Prior to emergency access, CLC shall give Frontier notice at or about the time that CLC 's employees are dispatched to the Central Office. ln all cases, CLC shall make such notification by contacting Frontier's twenty-four (24) hour Security Command Center a|585-777-7773 and informing Frontier of the Central Office involved, the anticipated time of entry, and the names of entering employees. ln all cases where CLC requires entry into Frontier's premises outside of normal business hours, CLC must contact the Security Command Center upon arrival at the premises. 7.2.9.5 lf CLC arrives at the Central Office and the access cards has not been activated within ten (10) minutes after CLC 's notification, CLC shall escalate the issue to Frontier's escalation contact. 7.2.9.6 Frontier will provide security to protect and monitor the Space consistent with that required for similar Frontier facilities. 7.2.9.7 Where CLC provides the security device for its Space, CLC will provide keys or other provisions for access to Frontier Security in the event of an emergency and to perform the required housekeeping and equipment inspection activities under the terms and conditions specified in this Agreement. Frontier shall be responsible for ensuring that its employees will not be allowed access to the Space unless authorized under this Agreement. 7.2.9.8 CLC will provide Frontier Security with an emergency response list of persons to be notified of an environmental, safety or security emergency in any Frontier facility containing CLC Space. lt is CLC 's responsibility to update the list as necessary. Generic Agreement Version: 03114112 Page 37 7.3 Agreement Number: 14-CLC CTCID-000 7.2.9.9 During the installation phase, or for subsequent maintenance, CLC will have access to its Space and any room or area required by them, to necessitate the installation. CLC may be escorted in areas outside its Space by qualified Frontier employees or Frontier Security personnel for these occasions. 7.2.9.10ln the event that there shall be a labor dispute involving any person working in or about the Frontier buildings that CLC 's employees have access to, Frontier Security shall take reasonable steps to ensure that CLC 's representatives have uninterrupted access to the building for the purpose of performing all functions under this Agreement. 7.2.9.11 Frontier Security may from time to time change its security, environmental, health and safety arrangements. CLC will pay its proportional share of the costs of these changes based upon the percent of square footage occupied by CLC in proportion to the total square footage impacted or protected by the change in arrangements. 7.2.9.12 CLC shall at all times maintain compliance with federal, state and local laws as well as Frontier policies, practices and procedures as set forth in Frontier's Environmental, Health and Safety Manual. CLC shall at all times maintain its space in such a way as to not create a fire hazard, including, but not limited to, minimizing the use and storage of combustibles and flammables while on Frontier's premises. 7.2.9.13 CLC will provide Frontier with a certification or acceptable form or written representation that all listed employees and contractors have completed environmental, health and safety training to meet all legal requirements, and to enable them to perform their job safely, and in compliance, while on Frontier premises. Such certification or written representation must be provided to Frontier prior to issuance of a non-employee identification card. CLC shall be responsible for providing all of its employees and contractors with adequate personal protective equipment to perform the job safely. Relocations and Reananoements 7.3.1 As a last resort, Frontier may require CLC to move from its Space to Space in another location within the same Central Office if necessary for Frontier to fulfill its obligations under the applicable law. Frontier shall provide CLC notice of the need for such a move. Frontier will negotiate a schedule with CLC under which such relocation shall be effected. Frontier will bear the costs of relocating the Space, Point of Termination and associated Frontier cabling. CLC will be responsible for relocating its equipment and facilities. Frontier and CLC will work together in good faith to minimize any disruption of CLC 's services as a result of such relocation. Should CLC wish to move equipment from one location to another, CLC will be responsible for removing and transporting its equipment to the new site and installing it. Frontier will treat the relocation as a new installation under the terms and conditions of this Agreement. 7.3.2. Should Frontier reasonably need to install additional facilities in any conduit system in which CLC occupies Conduit Space for the purpose of meeting its own service requirements or for providing for another CLEC, Frontier will, after notifying CLC in writing of the basis and schedule proposed, rearrange CLC 's facilities in the conduit system so that the additional facilities of Frontier, or other CLEC, may be accommodated. 7.3.3 ln an emergency affecting the safety of personnel, involving out of service End Users or integrity of the Frontier Network, Frontier will attempt to notify CLC , but nevertheless may rearrange CLC 's facilities occupying a conduit, manhole, cable vault, riser system or cable support structure without prior notification. Such rearrangement will be at CLC 's expense if such Generic Agreement Version: 03114112 Page 38 Agreement Number: 14-CLC CTCID-000 emergency is a result of CLC 's occupancy of the space(s) under this Agreement or as a result of any act or omission on the part of CLC , its employees, agents or vendors. 7.3.4 Where CLC intends to modiff, move, replace or add to equipment or facilities within or about the Space and requires special consideration (e.9., use of freight elevators, loading dock, staging area, etc.), CLC must request and receive written consent from Frontier. 7 .4 Access Riohts of Frontier 7.4.1 CLC will provide emergency access to its Space at all times to allow Frontier to react to emergencies, to inspect pursuant to the terms and limitations of this Agreement and to ensure compliance with Frontier policies and standards related to fire, safety, health and environmental safeguards as set forth in Frontier's Safety Manual. 8.0 RULES OF CONDUGT 8.1 CLC agrees that its employees and vendors with access to Frontier Central Office(s) shall at times adhere to the rules of conduct established by Frontier for the Central Office and Frontier's personnel and vendors and provided to CLC as set forth in Frontier's Environmental, Health and Safety Manual. Frontier reserves the right to make changes to such policies, practices and procedures to preserve the integrity and operation of the Frontier network or facilities, or to comply with applicable laws and regulations. 8.2 Hazardous Materials. CLC will identify and will notify Frontier in writing of any Hazardous Materials CLC may bring onto the property and will provide Frontier copies of any inventories or other data provided to State Emergency Response Commissions ("SERCs"), Local Emergency Planning Committees ("LEPCs") or any other governmental agencies if required by the Emergency Planning and Community Right to Know Act (41 U.S.C. 1 1001, et seo.). CLC , its agents and employees will transport, store and dispose of Hazardous Materials in accordance with all applicable federal, state or local laws, ordinances, rules and regulations. CLC will promptly notify Frontier of any releases of Hazardous Materials and will copy Frontier on any notification of or correspondence with any governmental body as a result of such release. 8.3 For purposes of this Section, "Hazardous Materials" will mean any toxic substances and/or hazardous materials or hazardous wastes (including, without limitation asbestos and lead antimony batteries,) as defined in, or pursuant to the OSHA Hazard Communication Standard (29 CFR Part 1910, Subpart Z), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seo.), or regulations adopted pursuant to those statutes, the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.) or any otherfederal, state or local environmental law, ordinance, rule or regulation. The provisions of this Section will survive the termination, cancellation, modification or rescission of this Attachment. 8.4 CLC will provide Frontier copies of all Material Safety Data Sheets ("MSDSs") for materials or chemicals regulated underthe OSHA Hazard Communication Standard (29 C.F.R. 1910.1200) that are brought onto the property. All such materials will be labeled in accordance with 29 C.F.R. 1910.1200, and applicable state regulations if such regulations are more stringent. 8.5 lf Frontier discovers that CLC has brought onto Frontier's property Hazardous Materials without notification, or is storing or disposing of such materials in violation of any applicable environmental law, Frontier may, at Frontier's option and without penalty, terminate this Attachment or suspend performance hereunder. CLC will be responsible for, without cost to Frontier, the complete remediation of any releases or other conditions caused by its storage, use or disposal of Hazardous Materials. CLC will also be responsible for removing and disposing of all Hazardous Materials on its Premises at the termination of this Attachment. lf Frontier elects to terminate this Attachment or discontinue the performance of Generic Agreement Version: 03114112 Page 39 Agreement Number: 1 4-CLC CTCID-000 services hereunder due to the storage, use or disposal of Hazardous Materials, CLC will have no recourse against Frontier and will be responsible for all costs and expenses associated with such termination or suspension of service in addition to being responsible for any remedies available to Frontier for defaults under this Attachment. 8.6 CLC will indemniff and hold harmless Frontier, its successors and assigns against, and in respect of, any and all damages, claims, losses, liabilities and expenses, including, without limitation, all legal, accounting, consulting, engineering, and other expenses, which may be imposed upon, or incurred by, Frontier or asserted against Frontier by any other party or parties (including, without limitation, Frontier's employees and/or contractors and any governmental entity) arising out of, or in connection with, CLC 's use, storage or disposal of Hazardous Materials on the Premises. 8.7 Various Prohibited Uses. CLC will not do or permit anything to be done upon the Premises, or bring or keep anything thereon that is in violation of any federal, state or local laws or regulations (including environmental laws or regulations not previously described), or any rules, regulations or requirements of the local fire department, Fire lnsurance Rating Organization, or any other similar authority having jurisdiction over the Building. CLC will not do or permit anything to be done upon the Premises that may in any way create a nuisance, disturb, endanger, or otherwise interfere with the telecommunications services of Frontier, any other occupant of the Building, their patrons or End Users, or the occupants of neighboring property, or injure the reputation of the property. CLC will not, without the prior written consent of Frontier: (i) install or operate any lead-acid batteries, refrigerating, heating or air conditioning apparatus or carry on any mechanical business in the Premises; (ii) use the Premises for housing, lodging or sleeping purposes; (iii) permit preparation or warming of food, presence of cooking or vending equipment, sale of food or smoking in the Premises; or (iv) permit the use of any fermented, intoxicating or alcoholic liquors or substances in the Premises or permit the presence of any animals except those used by the visually impaired. Frontier may, in its sole discretion, withhold such consent, or impose any condition in granting it, and revoke its consent at will. 8.8 Cleanliness and Obstruction of Public Areas. CLC will not place anything or allow anything to be placed near the glass of any door, partition or window that Frontier determines is unsightly from outside the Premises; or take or permit to be taken in or out of other entrances of the Building, or take or permit to be taken on any passenger elevators, any item normally taken through service entrances or elevators; or whether temporarily, accidentally, or otherwise, allow anything to remain in, place or store anything in, or obstruct in any way, any passageway, exit, stairway, elevator, or shipping platform. CLC will lend its full cooperation to keep such areas free from all obstruction and in a clean and sightly condition, move all supplies, furniture and equipment directly to the Premises as soon as received, and move all such items and waste, other than waste customarily removed by employees of the Building. SECTION 9. RIGHTS RESERVED TO FRONTIER 9.1 Frontier will have the following rights, and others not specifically excluded in this Attachment, exercisable without notice and without liability to CLC for damage or injury to property, person or business (all claims for damage being hereby released), and without effecting an eviction or disturbance of CLC 's use or possession or giving rise to any claim for offsets, or abatement of rent: 9.2 To designate any and all spaces to be occupied by CLC 's facilities and equipment under this Attachment; 9.2.1 To change the name or street address of the Building; 9.2.2 To install and maintain signs on the exterior and interior of the Building or anywhere on the property; Generic Agreemenl Version: 03114112 Agreement Number: 1 4-CLC CTCID-000 9.2.3 To have pass keys or access cards with which to unlock all doors in the Premise, excluding CLC's safes; 9.2.4 To enter the Premises for the purposes of examining or inspecting same and of making such repairs or alterations as Frontier deems necessary (CLC hereby waives any claim for damage, injury, interference with CLC 's business, any loss of occupancy or quiet enjoyment of the Premises and any other loss occasioned by the event except where such damages solely from the gross negligence or willful misconduct of Frontier); 9.2.5 To use any means Frontier may deem proper to open Premises'doors in an emergency. Entry into the Premises obtained by Frontier by any such means will not be deemed to be forcible or unlawful entry into or a detainment of or an eviction of CLC from the Premises or any portion thereof; 9.2.6 To utilize the space within the Building in such a manner as will best enable it to fulfill its own service requirements; 9.2.7 To require all persons entering or leaving the Building during such hours as Frontier may from time to time reasonably determine to identify themselves to a watchman by registration or otherwise and to establish their right to leave or enter, and to exclude or expel any solicitor or person at any time from the Premises or the property. Frontier assumes no responsibility and will not be liable for any damage resulting from the admission or refusal to admit any authorized or unauthorized person to the Building, provided that such damage is not the result of gross negligence or willful misconduct on the part of the Frontier; 9.2.8 To approve the weight, size and location of safes, computers and all other heavy articles in and about the Premises and the Building, and to require all such items and other office furniture and equipment to be moved in and out of the Building or premises only at such times and in such a manner as Frontier will direct and in all events at CLC 's sole risk and responsibility; 9.2.9 At any time, to decorate and to make, at its own expense, repairs, alterations, additions and improvements, structural or othenryise, in or to the Premises, the property, or any part thereof (including, without limitation the permanent or temporary relocation of any existing facilities such as parking lots or spaces), and to perform any acts related to the safety, protection or preservation thereof, and during such operations to take into and through the Premises or any part of the property all materials and equipment required, and to close or suspend temporarily operation of entrances, doors, corridors, elevators or other facilities, provided that Frontier will limit inconvenience or annoyance to CLC as reasonably possible under the circumstances; 9.2.1 0 To do or permit to be done any work in or about the Premises or the property or any adjacent or nearby building, land, street or alley; 9.2.11 To grant to anyone the exclusive right to conduct any business or render any service on the property, provided such exclusive rightwill not operate to exclude CLC from the use expressly permitted by this Attachment, or impose any additional fees, limitations, or procedural burdens on CLC that are not previously required under this contract, unless Frontier exercises its right to terminate this Aftachment with respect to all or a portion of the Premises; 9.2.12 To close the Building at such reasonable times as Frontier may determine, subject to CLC 's right to admittance under such reasonable regulations as will be prescribed from time to time by Frontier. 9.2.13 Frontier will have the right to upgrade or replace its equipment at the subject central office. ln the event that Frontier determines to make such equipment upgrades or replacements, Generic Agreement Version: 03114112 Page 4l Agreement Number: 14-CLC CTCID-000 it will give CLC six months advance notice of such changes. lt will be CLC 's responsibility to ensure that its equipment remains compatible with Frontier's upgraded or new equipment. 9.2.14 To perform all work, using Frontier employees or contractors, necessary to ready the Premises for CLC 's use; 9.2.15 To exercise all other rights reserved by Frontier pursuant to the provisions of this Attachment;and 9.2.16 To inspect the installation of equipment in the Premises prior to the connection of equipment to Frontier facilities. 9.2.17 Frontier reserves the right, with twenty-four (24) hours prior notice to CLC , to access CLC 's collocated spaec to perform periodic inspections to ensure compliance with Frontier installation, safety and security practices. 10. ASBESTOS CLC is aware the Building in which the Premises is located may contain or have contained asbestos or asbestos containing building materials, and CLC hereby releases and agrees to hold Frontier harmless from any and all liability to CLC or any of its employees, agents or invitees as a result thereof. Generic Agreement Version: 03114112 Page 42 Agreement Number; 14-CLC CTCID-000 EXHIBIT A Page 1 of6 COLLOCATION SCHEDULE This Collocation Schedule is made this _ day of _,20_, and subject to all definitions, terms and conditionsoftheENTlREAGREEMENTdated-,20_,betweenFRoNTlERandcLc. Collocation Rates and Gharges: FRONTIER Central Office Location: Phvsica! Collocation:NRC MRC 1. 2. 3. 4. Collocator Not Ready Charge: Applications Fee: Augment Fee(expanding space): Engineering & lmplementation Fees: A. lnitial Application(1sr App) B. SubsequentApplication C. Cage Expansion & Additional Cabling D. Additional Cabling Only E. Power Augment Only 5.Service Access Charge Cable & Frame Termination: A. Voice Grade, Per 150 Connections to MDF B. DSl, Per 28 Connection to DSX C. Per DS3 Connection to DSX D. Co Cable Racking Security Charge: A. Security Charge (per locations) B. AdditionalCard Generic Agreement Version: 03114112 EXHIBIT A Page 43 (Physical Collocation-Continued) 7. MultiplexingNode(Cage)Preparation: A. 100 Square Feet B. Per 20 Square Foot Addition L Lighting/AC Charge A. Lighting/AC Charge 9. Land & Building: A. 100 Square Feet B. Per 20 Square Foot lncrements 10. DC Power 48(Per Amp Fused, Per Feed): A. Power lnstallation Per Amp B. 20-200 Amps 11. Service Access Charge Cable & Frame Termination: A. Voice Grade, Per 150 Connections to MDF B. DS-1, Per 28 Connection to DSX C. DS-1, Per 28 Connection to DCS D. Per DS3 Connection to DSX E. Per DS3 Connection to DCS 12. Conduit Space Rental Rate 13. Entrance Fiber Structure: (Per Foot, Per lnnerduct) 14. Escort Service: A. Escort Service-1/4 hour Generic Agreement Version: 03114112 Agreement Number: 14-CLC CTCID-000 Page 2 of 6 Page 44 Agreement Number: 14-CLC CTCID-000 EXHIBIT A Page 3 of 6 Caqeless Collocation: 1. CLC Not Ready Charge: 2. Application Fee: 3. Engineering & lmplementation Fees: A. Initial Application (1sr Application) B. SubsequenceApplication C. Additional Cabling Only D. Power Augment Only 4. Service Access Charge Cable & Frame Termination: A. Voice Grade, Per 150 Connections to MDF B. DSl, Per 28 Connection to DSX C. Per DS3 Connection to DSX D. CO Cable Racking 5. Security Charge: A. Security Charge (per location) B. AdditionalCard 6. Land & Building (Per Equipment Bay): 7. Lighting/AC Charge 8. DC Power*48(PerAmp Fused, PerFeed): A. Power lnstallation Per Amp B. 2O-2OOAMPS Generic Agreement Version: 03114112 NRC MRC Page 45 EXHIBIT A Cageless Collocation-Cont 9. Service Access Charge Cable & Frame Termination: A. Voice Grade, Per 100 Connections to MDF B. DSl, Per 28 Connection to DSX C. DS1, Per 28 Connection to DCS D. Per DS3 Connection to DSX E. Per DS3 Connection to DCS 10. Conduit Space RentalRate: 11. Entrance Fiber Structure: (Per Foot, Per lnnerduct) 12. Escort Service: A. Escort Service- YnHour Generic Agreement Version: 03114112 Agreement Number: 1 4-CLC CTCID-000 Page 4 of 6 Page 46 Agreement Number: 14-CLC CTCID-000 EXHIBIT A Page 5 of 6 TOTAL FEE: Total fee represents the non-recurring and monthly charges as described above. $_ Total Non-Recurring $_ Total Per Month B. TurnoverofSpace(s) 1. Physical Collocation where space is available. The estimated interval for turnover of space(s) is negotiable upon receipt of a valid service request (completion and acceptance of Collocation Application) through the date of notification to CLC of the cable assignment information. 2. All Other Collocation Arrangements. The estimated interval for turnover of space(s) is negotiable upon receipt of a valid service request (completion and acceptance of Collocation Application) through the date if notification to CLC of the cable assignment information. C. Term The term of this Agreement Schedule shall commence as of the occupancy date set forth in this Schedule and shall terminate yea(s) from this date unless othenntise terminated by either party. ln no event shall the term be less than three (3) years. cLc FRONTIER Typed: Title: Typed: Title: Date:Date: Generic Agreement Version: 03114112 By:By Page 47 Agreement Number: 14-CLC CTCID-000 EXHIBIT A Page 6 of6 DESIGN AND CONSTRUCTION WORK COMPLETION NOTICE C.O. Address Contract # Collocator CLLI Compliance. Date Occupancy Date The Frontier portion of this Collocation project has been completed in accordance with the specifications approved for this job. The space is now ready for occupancy. All associated work is complete. Occupancy fees as delineated in the contract established for the job commence with the signing of this document. Exceptions to construction work: - Amount of space requested sq feet _ DC Power requirements AC Power _ # of DSO requested _ # of DS1 requested _ # of DS3 requested ACCEPTED BY: CLC FRONTIER Typed:Typed: Title:Title: Date:Date: Generic Agreement Version: 03114112 By:By: Page 48 Gollocation Application Agreement Number: 1 4-CLC CTCID-000 EXHIBIT B Form A Date Rcv'd (FRONTIER use only) Date Sent Revision # _(Please see Section llC) I. Collocator_!4.1@4!!q 1. Company Street City zip 2. Contact Name(for questions related to this application) Telephone #Fax # 3. 24 hour emergency contact telephone # 4. Desired Service Date intervals) 5. Central Office CLLI Code Street Address ACTL Code City Billing Information Billing Manager Name Company Name Street Address City State E-mail address ( in accordance with FRONTIER standard (To be provided/registered by CLEC) 6. Generic Agreement Version: 03114112 State _ Zip Page 49 Agreement Number 14-CLC CTCID-000 IL Tvpe of Gollocation Reouested A. New Collocation Arrangement Please indicate the type(s) of collocation you are willing to consider, your order of preference , as well as your desired and minimally acceptable space requirements for each option selected on the chart below. Frontier Telephone will use this information to best meet your immediate collocation requirements. Please rank the order types by starting with the number 1, indicating your first. preference. Type of Collocation Requested Order of Preference Requirements Desired Min Phvsical-Caoed Number of Square Feet Cageless Number of Square Feet B. Augment to an Existing Arrangement 1. Type of Arrangement (physical/cageless) 2. Augment Type - Check all that apply Cable Terminations for DS3, DS1, DSO, Fiber Power Pulling in additional fiber facilities Addition/Removal of equipment Contiguous Space-lndicate nbr of sq feet or bays desired 3. 11 Character CLLI Code of the existing arrangement C. Reason for revision: Note: Revisions must be received within 5 business days of the original application to avoid change in the start and completion dates of the collocation arrangemenUaugment. I!I. TYPE AND NUMBER OF TIE CABLES TO BE CABLED Tie Gables to be cabled are those that will be run between the demarcation point (CLEC space and the FRONTIER Distributing Frame) to support the equipment listed on this application. Terminations within the CLEC space are the responsibility of the CLEC. An application requesting an augment must be submitted for additional tie cables to be cabled. Please indicate the quantity of each type of termination for each type of collocation Generic Agreement Version: 03114112 Page 50 Agreement Number: 1 4-CLC CTCID-000 requested in Section llA for all desired and minimum configurations. Certain tariffs products have minimum ordering increments and will be cabled and billed accordingly DSO's are ordered, must be in 150 pair increments. Type of Collocation DS3 DSl DSO Ootical Fiber Min Min Min Min Phvsical Caqeless Auoment DC POWER REQUIREMENTS Please indicate your requirements for -48V Baftery & Ground, A & B Supplies for each type of collocation requested for both your desired and minimum configurations. Please indicate number of Primary Feeds (A & B) and the number of Fused Amps required per Feed. Note: When indicating the number of primary feeds required, a quantity of "1" equals one A & B Feed Pair. When indicating the number of amps drain per primary feed, a quantity of "30" equals 30 amps fused on A and 30 amps fused on B. DO NOT ADD TOGETHER. and*lf lv. Generic Agreement Version: 03114112 Type of Gotlocation Number of Primary DC Feeds (A & B) (Qty of '1' equals one A & B feed pair) Number of AMPS Drain/Primary Feed (Qty of '30' equals 30 amps fused on A and 30 amps fused on B - Do not add tooether) Desired Min Desired Min Phvsical Caqeless Auoment Page 5 I V. Agreement Number: 14-CLC CTCID-000 TECHNICAL EQU!PMENT SPECIFICATIONS 1. List of equipment and framework (relay racks) to be installed by Gollocator Please specify the manufacturer and model number, DC power drain in AMPS, heat dissipation, dimensions (size), and quantity) for each piece of equipment and relay rack to be installed. Please attach a list of all plug-ins and a copy of the product's technical description. This information is REQUIRED. Manufacturer/Model # Dimensions (cageless scenario only) HxWxD 0Dc Power eTy Drain Heat Dissipation in AMPS A B c D E F G 2.Total anticipated equipment load/drain in Amps (Total of amps above) 3. NEBS Gonformance Requirements All framework (relay racks) to be installed or placed in Frontier Telephone Offices must be tested to, and are expected to meet the NEBS family of requirements. NOTE: All frames/relay racks must conform to NEBS. Equipment, frames/relay racks are not compliant if constructed of non-steel and/or non-welded equipment frame materials. lnstallation of non-compliant frames/relay racks in any collocation arrangement in any Frontier Telephone Central Office is prohibited. Please provide the applicable Service Group (SG) for all your respective laser equipment located within Frontier's Central Offices. These SG's are based on the power levels and can be found in the ANSI Standard 136.'t "For The Safe Use of Lasers". Generic Agreement Version: 03114112 Page 52 Agreement Number: 14-CLC CTCID-000 VI. OUTSIDE PLANT FIELD SURVEY 1. Please indicate the method you will be using to establish your collocation arrangement t 1 Lease facilities from Frontier t I Pulling in fiber facilities via Manhole 0 = complete 2 - 4 below 2. Cable Information A. Desired direction from where cable will originate or desired Manhole 0 location(s). Be Specific. B. Have Licensing Agreements forthis location been established (e.9., conduit)? Yes t I No t I NOTE: lf Yes, please provide the following information: Contract Number:Manhole "0" Number(s): Date Your Fiber Will be placed in Manhole "0": Dual Building Entrance Requested (where available): Yes Cable c. 3. tI No tl Cable Requirements Number of cables to be placed: Size of Cables (diameter): Type of Cable: (manufacturer's name) Support Structure A. B. c. vil.COLLOCATOR'S VENDOR SELECTION 1. Engineering Vendor Address Telephone Number 2. Outside Plant Vendor (Cable Placement) Address Telephone Number 3. Outside Plant Vendor (Cable Splicing) Address Telephone Number 4. Equipment lnstallation Vendor Address Telephone Number Generic Agreement Version: 03114112 Page 53 Agreement Number: 14-CLC CTCID-000 VIII. CERTIFICATE OF INSURANCE A Certificate of lnsurance must be provided for all new sites prior to occupancy. Certificate Attached: Yes No lf Yes, please provide expiration date: lf No, date Certificate to be provided: IX. REMARKS: Please submit this application, all supporting documentation and applicable application fee to: Collocation Project Manager Frontier Communications 180 South Clinton Avenue Rochester, N.Y.14646 NOTE: Failure to provide all requested information and associated documentation may result in delays in the processing of this application. **"* By submifting an application for collocation, the CLEC is accepting (as a mafter of contract) the terms of the filed tariff, or collocation contract, until such tariff, or contract is superceded by an effective tariff, or contracf. **** Generic Agreement Version: 03114112 EXHIBIT C Page 54 Agreement Number: 14-CLC CTCID-000 Generic Agreement Version: 03114112 ;frantisr Method of Procedure Authorization lontrac{ing Company:VIOP Number (Assignect by Frontier): :rontier Order Number (TF, FRED,etc.):)ffice/CLLI Code: -onrractrng uompany Aooress:>roject Start Date (MM-DD-YYYY): ,roject Completion Date (MM-DD-YYYY): vlOP Prepared by:)ate Submitted:none NumDer: lontracting Supervisor on the Job:lontad NumbeB (@ll/pag€r)i Frmuer RepBsentative Perfoming Walk-lontacl Numbers (cell/pager) qpproved to startwork: ! YES I NO Date for Work to Begin: Approval Signature and Date: Reasons for NO Approval: Page 55 General/Specific Description of Work Generic Agreement Version: O3114112 Agreement Number: 14-CLC CTCID-000 Safety Contractors performing the the safety and service protection requirements specified in Frontier's Safety and Procedural Handbook pertaining to, but not limited to the following categories: Personal Safety (clothing, eye protection, protective headgear, etc.) (trash removal intervals, etc.) Building Conditions (lighting, stainllrays, rolling ladders, etc.) Tools and lnstallation Equipment (ladder safety, electracal tools. etc.) Environmental Hazards List specific building locations (walls, floors, equipment, etc.) requiring protection and the protection to be provided: Building and/or Equipment Location Protection to be Provided Page 56 Agreement Number: 14-CLC CTCID-000 Generic Agreement Version: 03114112 List any designated storage or staging location(s) for tools and other equipment during the construction interval: -ist Specific lnstallations andlor Lemoval Cages, Racks, Walls, Switching Equipment Lucent 5ESS/Nortel DMS, etc.) Provide the specific details {Steps} of the work to be performed: Is this step service effecting? (Y or N) Page 57 Step No.Equipment E.,ffeeted Euration of Outaoe Effect to Collocatorc Agreement Number: 14-CLC CTCID-000 Generic Agreemenl Version: O3114112 Page 58 ATTACHMENT 4 LOGAL NUMBER PORTABILITY Agreement Number: 1 4-CLC CTCID-000 Generic Agreement Version: 03114112 Page 59 Agreement Number: 14-CLC CTCID-000 ATTAGHMENT 4 - Local Number Portabilitv SECTION 1. Loca! Number Portabilitv (LNP) 1.1 CLC agrees to follow the procedures in Frontier's Local Service Provider Guide for the porting of numbers. 1.2 Terms and Conditions Frontier will only provide LNP services and facilities where technically feasible, subject to the availability of facilities, and only from properly equipped central offices. An LNP telephone number may be assigned by CLC only to CLC 's End Users located within Frontier' rate center, which is associated with the NXX of the ported number. Six months after LNP becomes available, lnterim Service Provider Number Portability (ISPNP) will cease to be available and all existing ISPNP arrangements will terminate. 1.3 Obliqations of Parties Both Parties will participate in LNP testing in accordance with North American Numbering Council (NANC) standards. Both Parties will follow recommended National Emergency Number Association (NENA) standards for LNP until such time the standards are superceded by federal, state, or local legislation. CLC is required to send to Frontier a completed Bona Fide Request Form for LNP deployment in non LNP capable offices. See Exhibit A. CLC is responsible to coordinate with the local E911 and Public Services Answering Point (PSAP) coordinators to insure a seamless transfer of End User emergency services. CLC is required to meet all mutually agreed upon testing dates and implementation schedules. Both Parties will perform testing as specified in industry guidelines and cooperate in conducting any additional testing to ensure interoperability between networks and systems. Each party shall inform the other Party of any system updates that may affect the other Party's network and each Party shall, at the other Party's request perform tests to validate the operation of the network. Each Party is responsible for the following: Adhere to all Number Portabili$ Administration Center (NPAC) and North American Numbering Council (NANC) requirements and in providing its own access to regional NPAC. For providing its own access to the Service Order Administration (SOA) Page | 60 ATTACHMENT 5 UNBUNDLED NETWORK ELEMENTS Agreement Number: 14-CLC CTCID-000 ATTACHMENT 5 - UNBUNDLED NETWORK ELEMENTS SECTION 1. DEFINITIONS 1.1. Bridoed Tap Removal is the physical act of "cutting off' part of the metallic facility along the cable route to remove cable not in the direct electrical path. The original loop could have made multiple appearances along the cable route and the service subscribed to by the End User may have limited tolerances to total bridged{ap on a circuit.1.2. Cable Loadinq is the process of adding load coils to a metallic cable facility. 1.3. Cable Unloadinq is the process of removing load coil(s) from a metallic cable facility. 1.4. Conditioninq of an unbundled local loop includes, without limitation, cable unloading, cable loading, bridged tap removal, or any combination of these. 1.5. Dioital Loop CLC (DLC) is a system that enables multiple End Users to share a single digital transmission line running between a remotely located multiplexing unit and a central office. 1.6. Main Distribution Frame (MDF) is hardware that connects cable pairs to the line and trunk equipment terminals of a switching system. 1.7 . Unbundled Local Looo is the transmission path from Frontier MDF, or its equivalent, up to and including the Frontier Network lnterface Device (NlD)at End User premises. SECT]ON 2. GENERAL TERMS 2.1 Unbundled Network Elements (UNE) are provided in accordance with the specifications described herein. Frontier's sole obligation is to provide and maintain Unbundled Network Elements in accordance with such specifications. Frontier shall not be required to provide or combine Unbundled Network Elements to any extent beyond what is required by law. Frontier DOES NOT WARRANT THAT UNBUNDLED NETWORK ELEMENTS ARE COMPATIBLE WITH ANY SPECIFIC FACILITIES OR EQUIPMENT OR CAN BE USED FOR ANY PARTICULAR PURPOSE OR SERVICE. Transmission characteristics may vary depending on the length of the unbundled local loop and may vary due to characteristics inherent in the physical network. Unbundled Local Loop specifications described in this agreement apply only to the Unbundled Local Loop as defined herein. Frontier, in order to properly maintain and modernize the network, may make necessary modifications and changes to the UNEs in its network on an as needed basis. Such changes may result in changes to transmission parameters. 2.2 Unbundled Network Elements may not be used to provide any service that would degrade or othenruise adversely affect Frontier network services, e.9., introduce harmful voltages or electrical currents in excess of standards used in common industry practice. Frontier will provide CLC each Unbundled Local Loop type according to the technical parameters specified for each Unbundled Local Loop in Section 3.0 below. Frontier will determine the medium over which the Unbundled Local Loop is provisioned to meet the appropriate technical parameters, except that, if CLC requires a specific type of Unbundled Local Loop to meet the technical requirements of a proposed service, Frontier will consider the request on a case-by-case basis. 2.3 Unbundled Network Elements are only available to CLC for use in its provisioning of local exchange service to its End Users. Any combination of unbundled elements which when combined equates to a substantially similar service provisioned through the retail tariff, will be offered and priced as resale not as the cumulative of unbundled elements. Page | 62 Agreement Number: 14-CLC CTCID-000 2.4 lt is CLC 's responsibility to provision and provide E9'11 Services to its End Users that are provisioned utilizing Frontier Unbundled Network Elements. 2.5 ln the event any modification of Frontier facilities is required to implement an unbundled local loop at any given location, additional charges will apply. Frontier is not required to construct or provide Unbundled Network Elements where facilities do not currently exist. 2.6. To the extent that Frontier files a tariff that specifies terms, conditions, or rates for the performance of any action or obligation that would otherwise be governed by this Agreement and such tariff is duly approved by an appropriate govemmental agency with jurisdiction over its subject matter, the terms, conditions, and/or rates of this Agreement will be superseded by the tariff. 2.7. CLC shall access Frontier Unbundled Network Elements specifically identified in this Agreement via Collocation at the Frontier Wire Center where those elements exist and each UNE shall be delivered to CLC 's collocation at applicable rates set forth herein. SECTION 3. TYPES OF UNBUNDLED NETWORK ELEMENTS 3.1 Frontier will make the following UNEs available to CLC pursuant to this agreement. . 2-Wire Analog Loop. 4-Wire Analog Loop 3.2 The 2-Wire Analog loop is a two wire voice grade facility that supports 300 to 3000 Hz. A 2-wire analog loop may include load coils, bridge taps, etc. 3.3 The 4-Wire Analog Loop is a four wire voice grade facility that supports 300 to 3000 Hz. analog service with send and receive transmission paths. A 4-wire analog loop may include load coils, bridge taps, etc. SECTION4. GONDITIONING lf CLC requests Unbundled Local Loop conditioning or if conditioning is required to provide one of the Unbundled Network Elements described in this agreement, Frontier will condition the unbundled local loop at CLC 's expense. Frontier will determine separate charges for each request. CLC agrees to pay the quoted charges prior to commencement of work. SECTION 5. PLACEMENT OF REPEATERS Placement of repeaters may be required or requested for Unbundled Network Elements. Frontier will make this determination, but CLC may request placement of repeaters to meet its specifications. Additional charges will apply to the placement of repeaters. Frontier will determine separate charges for each repeater placement. CLC agrees to pay the quoted charges prior to commencement of work. SECTION 6. RESPONSIBILITIES OF THE PARTIES Ninety days prior to submitting any Unbundled Local Loop service orders, CLC must provide to Frontier forecasts of the numbers of Loops that CLC plans to order from Frontier at the exchange level. Thereafter, CLC will update the forecasts on a quarterly basis. The form for submitting initial & subsequent quarterly forecasts is the Estimated Volumes for Unbundled Local Loop page of CLEC Master Account Questionnaire. Page | 63 Agreement Number: 14-CLC CTCID-000 SECTIONT. IMPLEMENTATION To ensure correct provisioning, Frontier highly recommends that CLC and Frontier have a technical meeting prior to CLC ordering Unbundled Network Elements 7.1. Certain of Frontier geographical areas are currently served via Digital Loop CLC (DLC) or Remote Switching Technology. lf CLC requests one or more Unbundled Network Elements in these areas, Frontier will notiff CLC of the lack of available facilities. CLC may request alternative arrangements if they are available. Additional charges may apply. Frontier will determine separate charges for each request. CLC agrees to pay the quoted charges prior to commencement of work. SECTION 8. ORDERING AND MAINTENANCE 8.1 CLC agrees to follow the procedures in Frontier's Local Service Provider Guide for ordering and maintenance of UNEs. 8.2 Each Party is responsible for its own End User base and will have the responsibility for resolution of any service trouble report(s) from its End Users. Frontier will work cooperatively with CLC to resolve trouble reports when the trouble condition has been isolated and found to be within a portion of Frontier's network. CLC must provide to Frontier test results and shall test its End User's trouble prior to Frontier performing any repair functions. When CLC has reported the trouble and such trouble is not in Frontier's network, Frontier will apply to CLC a maintenance service charge based on Frontier's respective tariff. CLC agrees to follow the procedures defined in the Guide for trouble reporting. 8.3. CLC must submit to Frontier a disconnect order for any Unbundled Local Loop that is relinquished by the End User because of cessation of service. Unbundled Local Loop facilities will be returned to Frontier when the disconnection order is complete. ln the event of transfer of the End User's service from one provider to another, the new provider will issue a request for transfer of service, resulting in the appropriate disconnection and reconnection of service. 8.4. When ordering Unbundled Network Elements, CLC is responsible for obtaining or providing facilities and equipment that are compatible with the service. 9.5 CLC will have responsibili$ for testing the equipment, network facilities and the Unbundled Local Loop facility. SECTION 9. RATES Rates for Unbundled Network Elements are specified in Attachment 7, Pricing. Page | 64 Agreement Number: 14-CLC CTCID-000 ATTACHMENT 6 RESALE OF LOCAL SERVICES Page | 65 Agreement Number: 1 4-CLC CTCID-000 ATTACHMENT 6 - Resale of Local Services Section 1. DEFINITIONS 1.1 Resale means an activity wfierein CLC subscribes to the retail telecommunications services of Frontier and then re-offers and provides those telecommunications services to the public under its own company name. SECTION 2. SERVICE TO END USERS 2.1 Telephone numbers associated with Frontier's retail telecommunication services offered for resale are assigned to the service furnished. CLC has no property right to the telephone number or any other call number designation associated with services furnished by Frontier, and no right to the continuance of service through any particular central office. Frontier reserves the right to change such numbers, or the central office designation associated with such numbers, or both, consistent with telephone number conservation and administrative practices, such as NPA splits, generally prevailing in the local exchange telecommunications industry. SECTION 3. FRONTIER'S PROVISION OF SERVICES TO CLC 3.1. CLC agrees that its resale of Frontier services will be as follows: 3.1 .1 . Except as specified in Section 3.6 below. The telecommunications services available at a wholesale discount for resale by CLC will be limited to retail services made available to End Users and uses conforming to the class of service restrictions in Frontier's Local Exchange Service Tariff and pursuant to all rules and regulations related to the provision of local exchange services promulgated by the applicable Commission. 3.1.2. lf telephone service is established and it is subsequently determined that the class of service restriction has been violated, CLC will be notified and billing for that service will be retroactively changed to the appropriate class of service. Service charges for changes between class of service, back billing, and interest as described in this subsection will apply at Frontier's sole discretion. lnterest will apply at the rate of 1.5o/o per month or 18o/o annually, or the maximum allowed by law, whichever is less, compounded daily for the number of days from the back billing date to and including the date that CLC actually makes the payment to Frontier may be assessed. 3.2. Resold services can only be used in the same manner as specified in Frontier's Tariff. Resold services are subject to the same terms and conditions as are specified for such services when furnished to an individual End User of Frontier in the appropriate section of Frontier's Tariff. Specific Tariff features, e.9., a usage allowance per month, will not be aggregated across multiple resold services. Resold services cannot be used to aggregate traffic from more than one End User. 3.3. CLC may resell Frontier's services only within the specific Frontier's service area as defined in Frontier's Tariff. 3.4. A subscriber line charge (SLC) or any federally mandated or state approved charge to End Users included in Frontier's tariffs will continue to be paid by CLC without discount for each local exchange line resold under this Agreement. 3.5. Law enforcement agency subpoenas and court orders regarding End Users of CLC will be directed to CLC . Frontier will bill CLC for implementing any requests by law enforcement agencies regarding CLC End Users. Frontier will cooperate fully with law enforcement agencies with subpoenas and court orders for assistance with CLC 's End Users. 3.6. CLC may resell the tariffed retail local exchange services of Frontier subject to the terms and Page | 66 Agreement Number: 1 4-CLC CTCID-000 conditions specifically set forth herein. Notwithstanding the foregoing, the following are not available for Resale: a) b) c) d) e) 0 s) h) i) i) k) r) Calling Card Employee Concessions Services Promotional offers less than 90 days Grandfathered Services LifeLine and Link Up Services lnside Wire lnstallment billing options Enhanced Services, excluding voice mail End User Premise Equipment 911and E911 Services I nterconnection Services Legislatively orAdministratively Mandated Specialized Discounts (e.9., educational i nstitution discounts) 3.7 CLC agrees to abide by the terms and conditions of the Local Service Provider Guide, which is incorporated by reference herein. CLC is liable for all fraud associated with service to its End Users and accounts. Frontier takes no responsibility, will not investigate, and will make no adjustments to CLC 's account in cases of fraud unless such fraud is the result of intentional misconduct or gross negligence of Frontier. 3.8 Telecommunications services provided directly to CLC for its own use and not resold to End Users must be identified by CLC as such, and notwithstanding any available wholesale discount, CLC will pay retail prices for such serviccs. SECTION 4. MAINTENANCE OF SERVICES 4.1 Services resold by Frontier will be maintained by Frontier, up to and including the Network lnterface Device. 4.2 CLC or its End Users may not rearrange, move, disconnect, add additional services, remove or attempt to repair any facilities owned by Frontier, other than by connection or disconnection to any interface means used. 4.3 CLC accepts responsibility to notify Frontier of situations that may arise, resulting in service problems. 4.4 CLC will be the single point of contact for all repair calls on behalf of CLC 's End Users. 4.5 CLC will contact the appropriate repair centers in aCLC ordance with procedures established by Frontier. 4.6 For all repair requests, CLC accepts responsibility for adhering to Frontier' prescreening guidelines prior to referring the trouble to Frontier. 4.7 Frontier will bill CLC for handling troubles that are found not to be in Frontier' network pursuant to its standard time and material or dispatch charges as set forth in Frontier' Tariff. 4.8 Frontier reserves the right to contact CLC 's End User if deemed necessary, for maintenance purposes in an emergency or as a result of a service call which CLC may initiate. 4.9 CLC acknowledges that any chat line services being offered by CLC over Frontier's facilities shall only be provisioned by Frontier on a blockable'NXX" central office code. Page | 67 Agreement Number: 1 4-CLC CTCID-000 SECTlON 5. ESTABLISHMENT OF SERVICE 5.1 When notification is received from CLC that a current End User of Frontier will subscribe to CLC 's service, standard service order intervals for the appropriate class of service will apply. 5.2 When an existing End User of Frontier switches to CLC , CLC must provide Frontier with the End User line numbers and applicable feature detail, as set forth in the Local Service Provider Guide. SECTION 6. DISCONTINUANCE OF SERVICE TO END USER The procedures for temporarily denying or permanently disconnecting service to an End User are as follows: 6.1 Frontier will temporarily deny service to CLC 's End User on behalf of, and at the request of CLC . Upon restoration of the End User's service, restoral charges will apply and will be charged to the master account of CLC . 6.2 All requests by CLC for temporary denial, restoration, or permanent disconnection of an End User for nonpayment must be in writing and must be on, or accompanied by, the appropriate ordering form. CLC is responsible for compliance with regulatory requirements for termination and temporary disconnection of service to End Use(s). 6.3 CLC will be solely responsible for notifying the End User, in advance, of the proposed temporary denial or permanent disconnection of the service. 6.4 Frontier will advise CLC when it is determined that annoyance calls are originated from one of their End Useis locations. Frontier will be indemnified, defended and held harmless by CLC and/or the End User against any claim, loss, or damage arising from providing this information to CLC . lt is the responsibility of CLC to take the corrective action necessary with its End Users who make annoying calls. Failure to do so may at Frontier's option result in Frontier disconnecting the End User's service. SECTION 7. DISCONTINUANCE OF SERVICE TO CLC The procedures for discontinuing service to CLC are as follows unless otherwise defined by the Commission: 7 .1 Where CLC discontinues its provision of service to all or substantially all of its End Users, CLC must send advance written notice of such discontinuance to Frontier, comply with any applicable Commission regulatory requirements and to each of CLC 's End Users. Such notice must include a verification that CLC has notified its End Users of the discontinuance, and must state the date on which such End User notice was mailed. lf the End User fails to make other arrangements within fifteen ('15) days of the date of notice provided by CLC , Frontier will serve the End User at its retail rates as if the End User had applied for new service, subject to Frontier's retail connection charges and other requirements applicable to other new End Users including but not limited to payment of deposits, advance payments and prior amounts owing to Frontier. Page | 68 ATTACHMENT 7 PRICING Agreement Number: 14-CLC CTCID-000 Page | 69 1.1 Agreement Number: 14-CLC CTCID-000 ATTACHMENT 7 - PRICING REC! PROCAL COMPENSATION 1.1.1 ISP Bound, pursuant to the Section 2.16 in the General Terms and Conditions, and Local traffic will be terminated by the Parties on a Bill and Keep basis. 1.1.2 Transit Service-per MOU s 0.0061854/MOU 1.1.3 Carrier Wll provide accurate Calling Party Number ("CPN") and/or Automatic Number ldentification ("ANl") on at least ninety-five percent (95%) of all traffic delivered to the POl. Where CPN and/or ANI is not provided, Carrier agrees to pay the applicable intrastate terminating access charges for such traffic. Page | 70 Agreement Number: 14-CLC CTCID-000 10.1 lnterconnectionCaqed/CaqelessCollocationPricinqList Collocation 10.1.1. CollocationProcessingFee 10.1.2. 10.1.3. 10.1.4. Monthlv Floor Space Charge Cageless per one standard bay (10 sq. ft. maximum) $ 109.00 Cageless per one cabinetized bay (18 sq. ft. maximum)$ 178.00 Cageless per additional sq. ft. $ 8.58 All other Applications, per sq. ft. $ 8.58 Cross Connect per:$ 1.25$ 3.90$ 48.00 $ 274.49 $ 487.49 Nonrecurrinq $ 2,440.00 $ 413.57$ 352.85 $ 1,249.98 $ 1,475.00 $ 3,527.04 $ 6,240.00 904.80 $ 4,608.61$ 1,520.00 $ 5,320.00$ 1,520.00 ICB Time and Expense 10.1.5. 10.1.6. DSO DS1 DS3 AC Power per 20 Amps- This does not include any DC power or backup power. DC Power per 40 Amps: 2-feeds Engineering Fee Charge per order, per Central Office. Charge for the work performed by CTC associated with the design and development 10.1 .7 . 1 0.1 .8. 10.1.11 10.1 .9. 10.1.10 of collocation. Total charge is reduced by the up front fee. Cable Pull Charge Charge per Central Office, per cable terminated: Office Arrangement Caged - Caging costs per order, per Central Office: Cageless - Per each standard bay Cageless - Per each standard bay with Relay Rack Cageless - Per each cabinetized bay Maintenance per relay rack $ 44.00 Building Modiftcation Charge Charge per Central Office, per order. Training (Virtual) Page | 7l Agreement Number: 14-CLC CTCID-000 6.2 LABOR RATES Charges for Additional Labor per Engineering, 1tt hour Charges for Additional Labor per Security Escort, 1" hour Charges for Additional Labor per Technician, 'l " hour Charges for Additional Testing Per Technician, 1" hour Charges for Standby per Technician, 1tt hour Charges for Programming Per Programmer, 1" hour Basic Time $85.00 $85.00 $8s.00 $85.00 $85.00 $85.00 Overtime $127.50 $127.50 $127.50 $127.50 $127.50 Premium Time $'170.00 $170.00 $170.00 $170.00 $170.00 $127.50 $170.00 Basic Time - Monday through Friday, 8:00 am to 5:00 pm Overtime - Monday through Friday, Before 8:00 am and after 5:00 pm Premium Time - Saturday(s), Sunday(s) and Holiday(s) Page | 72 6.3 Unbundled Local Loop Rates Agreement Number: 14-CLC CTCID-000 Monthlv Recurrino Charoes 2-Wire Analog Loop 4-Wire Analog Loop Service Order Central Offi ce Cross-Connects -2-Wire Jumper -4-Wire Jumper Cross-Connects Outside the Central Office -2-Wire Jumper -4-Wire Jumper Travel Charge Customer Loop lnformation - Per loop Pre-Qualifi cation Charge (per loop) Order Change Charge Due Date Charge Expedited Orders TBD TBD Nonrecurrinq Charoes 32.01 TBD TBD TBD $10.00 $27.18 'See Supplemental PON Charges *"See Supplemental PON Charges ***See Miscellaneous Charges TBD TBD Network modification requests such as, but not limited to, conditioning (Cable Loading or Unloading, Load Coil Rearrangement and Bridged Tap Removal) and Placement of Repeaters will be priced on an individual case basis. Page | 73 Agreement Number: 14-CLC CTCID-000 1.3 RESALE 1.3.1 Nonrecurring Charges: A nonrecurring charge will apply wfien converting a Frontier account to a Carrier account or when changing an End User from one Carrier to another. 1.3.2 Basic Residential Line Service and Basic Business Line Service and Public Access Line Service that is subject to resale will be discounted al12o/o from the published rates in the state local tariff for the rate center where service is being requested. 1.4 Suoplemental PON Gharqes 1.4.1 A supplement is any new iteration of a local service request. Supplement # 1 Gancel - lndicates that the pending order is to be canceled in its entirety. Charge - $14.38 Supplement # 2 New desired due date - lndicates that the pending order requires only a change of desired due date. Supplement # 3 Other - Any other change to the request. Supp 2 & 3 Charges are as follows: Order Type Residence Resale Business Resale Residence Portino Business Portino Residence ULL/UNE Business ULL/UNE Charge Per Number $11.01 $17.83 $1 1.01 $17.83 $8.86 $14.34 .Expedite Charge will be applied ($35.20 per telephone number) for any Portings stopped on the DD & subsequentlv reappointed with a new Due Date. 1.5 OTHER MISCELLENEOUS CHARGES 1.5.1 Exoedite Charoe - Applies on any work requested before the next available due date or before the standard interval for that service. The expedite charge is applied for each telephone number being expedited. NONRECURRING Residence $35.20Business $35.20 Additional Labor Charges also apply if the work is done after hours or on the weekend. Page | 74 Agreement Number:'l 4-CLC CTCID-000 1.5.2 Preferential/Vanity Numbers NONRECURRING Residence $42.33 Business $84.45 1.5.3 ConcurrenceCharoe The CLEC is responsible to create subscription versions in the NPAC prior to the 18-hour window. ln the event that the CLEC does not create the subscription version(s) within the prescribed time frame, the CLEC is responsible to notiff Frontier during regular business hours of the need to concur. Failure to do so may result in a delayed porting. A concurrence charge is applied for each telephone number needing concurrence. NONRECURRING Residence $11.01Business $17.83 Page | 75