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HomeMy WebLinkAbout20200320Application.pdfCOMMUNICATIONS .....aaa Frontier REC E IVED iilill-iAR?0 l1l1 ll:01 i,r., i,----' UVlll ri'u Contract Management - Carrier Services 7979 N. Belt Line Road, 51C74 lrving, TX 75063 www. Frontier.com March 19,2020 Ms. Diane Hanian, Secretary ldaho Public Utilities Commission 47 2 W est Wash ington Street P.O. Box 83720 Boise, ldaho 83720-OOl 4 Re: case No.: e T e-T- 2o -o I Application for Approval of Resale Agreement Dear Ms. Hanian, Enclosed for filing is an Application for Approval of Resale Agreement along with an original and two (2) copies of the Agreement for Loca! Resale Service between Citizens Telecommunications Company of ldaho ("Frontier') and BullsEye Telecom, lnc. Frontier respectfully requests that this matter be placed on the Gommission Decision Meeting Agenda for expedited approval. Please direct any questions or notifications of action on this filing to Jenny Smith at 916€86-3533 or jenny.smith@ftr.com and to Contract Management at contract. management@ftr.com. Sincerely, .heria..Qh/ab,r sh.rd o. schrril(uI le, l02o) Sheni D. Schlabs I nterconnection Manager Carrier Services AGREEIIIENT FOR LOCAL RESALE SERVICE between Citizens Telecommunications Gompany of ldaho and BullsEye Telecom, lnc. Dated: March 2,2020 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. ATTACHMENT 1 ATTACHMENT 2 AGREEMENT FOR LOCAL RESALE SERVICE Table of Contents RECITALS AND PRINCIPLES GENERAL DEFINITIONS DEPOSIT AND ADVANCE PAYMENT REQUIREMENTS CARRIER ACCOUNT SETUP SERVICE TO END USERS LEFT BLANK FOR FUTURE USE AUDIT DISPUTE RESOLUTION FORCE MAJEURE REGULATORYAPPROVAL ENTIRE AGREEMENT TERM OFAGREEMENT LEFT BLANK FOR FUTURE USE AMENDMENT OFAGREEMENT WAIVERS INDEPENDENT CONTRACTORS LIMITATION OF LIABILITY INDEMNITY DISCLAIMER OF WARRANTIES ASSIGNMENT CONTROLLING LAW SEVERABILITY NO JOINT VENTURE OR THIRD PARTYBENEFICIARIES CHARGES AND PAYMENT DEFAULT CONFIDENTIALIry AND PUBLlCIry NO RIGHTS TO THIRD PARTIES HEADINGS EXECUTION IN DUPLICATE NOTICES RESALE OF LOCAL SERVICES PRICING Page 3 3 5 5 6 6 6 7 7 7 8 8II 9 9I 10 10 11 11 11 11 11 13 14 15 15 15 15 19 22 rD cTc 022620 v021 12009 Resale ICA Page2of 24 AGREEMENT FOR LOCAL RESALE SERVICE This Agreement For Loca! Resale Service ("Agreement') is made this 2nd day of March, 2020, and shall be deemed effective upon Commission approval pursuant to Section 252 of the Act (the 'Effective Date") by and between Citizens Telecommunications Company of ldaho, a Delaware corporation, having its principal place of business at 401 Menitt 7, Norwalk, CT 06851 ('Frontier') and BullsEye Telecom, lnc., a Michigan corporation, having its principal place of business a|25925 Telegraph Road, Suite 210, Southfield, Michigan 48033 ('BullsEye'). Frontier and Carrier may also be referred to herein singularly as a "Party' 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 Carrier 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, Canier and Frontier hereby covenant and agree as follows: SECTION 2. GENERAL DEFINITIONS Except as othenMse 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 Services 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 term inating intraLATA/interLATA toll telecommunications. 2.2. Access Service Reouest (ASR) means the industry standard forms and supporting documentation used for ordering Access Services. The ASR wtll be used to identify the specific trunking and facilities request for lnterconnection. 2.3. {g! 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 goveming state regulatory commission, board or authority (PSC, PUC, etc.). 2.7. Comoetitive Local Exchanoe Canier (CLEC) means a telephone company certified by the Commission, for Frontier's franchised area, to provide local exchange service within Frontie/s franchised area, and which has a Local Exchange Carrier Tariff approved by the Commission. 2.8 2.9 DSI is a digital signal rate of 1.544 Megabits per second ('Mbps") DS3 is a digital signal rate of 214.736 Mbps. tD cTC 022620 v02112009 Resale ICA Page3of24 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. 2.12 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 incuned such as toll, directory assistance, etc. 2.13 Enhanced Services shall refer to services, offered over common canier 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, intemet, information services, voicemail, and so-called "chat line' services are Enhanced Services, of which the voice or TDM component both originates andterminates 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 thisAgreement and shall be subject to interstate or intrastate access tariffs depending on the geographicpoints of voice or TDM origination and termination. 2.14 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. EMI format is contained in ATIS/OBF-EMl-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 lntemet Service Provider (lSP) Bound Traffic means traffic delivered by a local exchange canier, indirectly or directly, to a provider of lntemet 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 becovered 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 Exchanqe Routino Guide (LERG) is a Telcordia reference document used by caniers to identify NPA-NXX routing and homing information as well as network element and equipment designations. 2.18 Local Traffic 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 asdefined in Frontie/s tariffs. Localcalls must be actually originated by and actually terminated to parties physically located within the same local calling area regardless of the NXX assigned to the calling andcalled parties. Foreign exchange or foreign exchange like service will be treated as Local Traffic based on the assigned NXX if the Party provides a dedicated channel between the rate center of the assigned NXX and the End User Location. 2.19 Local Service Guide (the'Guide') means the document available to Carrier on Frontier's Wholesale website at httos://wholesale.frontier.com/wholesaler, included by reference herein, which outlines the process and procedures for ordering and maintaining canier 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. 2.20 Network lnterface Device (NlD) is a device that connects the inside wire at the End User rD cTc 022620 v02112fi)9 Resale ICA Page 4 ot 24 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 Reciorocal Comoensation is as Described in the Act. 2.23 Transit Service is the delivery of certain traffic between Carrier and a third party ILEC, CLEC or CMRS provider by Frontier over a separate trunk group between Canier and Frontier where appropriate trunks exist between Canier and third party through Frontie/s tandem. The following traffic types will be delivered: (l) Local Traffic originated from Canier to such third-party and (ii) Local Traffic originated from such third-party to Frontier's tandem and terminated to Canier. 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 VNXX Traffic The Parties will not pay reciprocal compensation on traffic, including Information Access Traffic, when the traffic does not originate and terminate within the same Frontier Local CallingArea, regardless of the calling and called NPA-N)fis and, specifically, regardless whether an End User Customer is assigned an NPA-NXX associated with a rate center that is different from the ratecenter where the End User Customer is physically located. This traffic is also known as'VNXXtraffic." Frontie/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 Carrier. SECTION 3. DEPOSTT ANd ADVANCE PAYMENT REQUIREMENTS 3.1 Frontier may, in order to safeguard its interest, require Canier 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 thepayment of any and all amounts accruing for the service. A deposit will be returned with interest, at theCommission prescribed deposit rate, if and when Canier pays its undisputed bills on time for 24 consecutive months. 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 Canier 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: cunent deposit does notcover two (2) months billing, history of late payment, or reconnection after disconnection for non- payment, or a significant probability of a bankruptcy filing by Carrier. 3.5 ln the event that Carrier defaults on its account, service to Canier will be terminated and any deposits held will be applied to its account. SECTION 4. CARRIER ACCOUNT SET UP 4.1 Canier must provide the appropriate Frontier representative the necessary documentation to enable Frontier to establish a master account for Canier. Such documentation will include a completed Canier Master Account Questionnaire, proof of authority to provide telecommunications services within Frontier territory, proof that tariffs are on file and approved by tD cTc 022620 v02112009 Resale ICA Page 5 ot 24 the applicable Commission, where required, 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 Carrier 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 Canier for all services. Carrier 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 Canier. 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 Canier 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 Frontier may refuse to provide service to Carrier 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 othenrise impairs the quality of service to other caniers or to EndUsers. 5.7 Canier 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 from the End User for conversion of the End User's service from Carrier to Frontier or will accept a request from anotherCanier for conversion of the End User's service from the Canier to the other Canier. SECTION 6. LEFT BLANK FOR FUTURE USE sEcfloN 7. allDlt 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 Part/) 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 orderevaluate 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 nolater 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 enor 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 ResolutionSection of the General Terms and Conditions of this Agreement. tD cTc 022620 v021 12009 Resale ICA Page 6 ol 24 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 inconect net variances or erors 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 theretothe amount of any overpayment together with interest thereon at a rate of 0.5olo 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 shall 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 overthe 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 orinterfered with by reason of any of thefollowing: 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 govemment; 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 performanceon 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. rD cTc 022620 v02112009 Resale ICA Page 7 of 24 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 govemmental authority or agency of competent jurisdiction rejects any provision hereof, the Parties shall negotiate promptly and ingood faith such revisions as may reasonably be required to achieve approval. 10.2 ln the event the FCC or the Commission promulgates rules or regulations, rates or issues orders, or a court with appropriate jurisdiction issues orders, which make unlaMul or changes the intent of any provision of this Agreement, the Parties shall negotiate promptly and in good faith in order to amendthe 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 theapplicable 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 boundthereby. SECTION 12. TERM OF AGREEMENT 12.1 This Agreement will become effective on the Effective Date and will continue for a period of one (1) year 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, wriften 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 Canier 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 of the Act. The Parties intend that a renegotiated or arbitrated Agreement will be effective as of the dateofterminationof thisAgreement andany 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. lD cTc 022620 v02112O09 Resale ICA Page I ot 24 SECTION 13. LEFT BLANK FOR FUTURE USE SECTION 14. AMENDMENT OF AGREEMENT No provision of this Agreement shall be deemed waived, amended or modified by either Partyunless 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 underthis 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. 15.3 Waiver by either Party of any default by the other Party shall not be deemed a waiver of any other default. SECTIONl6. INDEPENDENTCONTRACTORS Each Party agrees that it will perform its obligations hereunder as an independent contractor and not as theagent, employee, or servant of the other Party. Neither Party nor any personnel fumished by such Party willbe deemed an employee or agent of the other Party nor be entitled to any benefits available under any plans for such oher Party's employees. Each Party will at all times during the term of this Agreement retain fullcontol of the employrnent, direction, compensation and discharge of all employees as is consistent with andnecessary to preserve its independent confactor status. Each Party will be solely responsible for all mattersrelating to payment of its employees including compliance with social security traxes, withholding taxes,worke/s compensation, disability and unemployment insurance, and all other regulations goveming such matters. SECTION 17. LIMITATION OF LIABILITY 17.1 Each Party's liability to the other Party for any loss relating to or arising out of any actor omission in its performance under this Agreement, whether in contract, wananty, strict liability, or tort, including (without limitation) negligence of any kind, shall be limited to the total amount that is orwould have been charged to the other Party by such breaching Party for the service(s) or function(s) notperform ed or im properly performed. 17,2 EXCEPTAS OTHERWISE PROVIDED IN SECTION 17.1, NEITHER PARryWILL BE LIABLE TO THE OTHER IN CONNECTION WITH THE PROVISION OR USE OF SERVICES PROVIDED UNDER THIS AGREEMENT. NEITHER PARTYWILL BE LIABLE TO THE OTHER FOR ANY LOSS,COST, CLAIM, INJURY, LIABILITYOR EXPENSE, INCLUDING REASONABLE ATTORNEY'S FEES, RELATING TO OR ARISING OUT OF ANY ORDINARY NEGLIGENT ACT OR OMISSION BY A PARW. IN NO EVENTWILL EITHER PARry BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OFPROFITS, INCOME OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITYTHEREOF, WHETHERSUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE,STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY AND WHETHER SUCH DAMAGES WEREFORESEEABLE OR NOT AT THE TIME THIS AGREEMENT WAS EXECUTED. rD cTc 022620 vO2112OO9 Resale ICA Page 9 ol 24 17.3 No liability shall attach to either Party, its parents, subsidiaries, affiliates, agents, servants or employees for damages arising from enors, mistakes, omissions, interruptions, or delays in the course of establishing, furnishing, reananging, moving, termination, changing, or providing or failing to provide services or facilities (including the obtaining or fumishing of information with respect thereof or with respect to users of the services or facilities) in the absence of gross negligence or willful misconduct. 17.4 Notwithstanding any other provisions of this Agreement, Carrier shall defend and indemnify Frontier and shall hold Frontier harmless from and against any and all loss alleged to have been incuned by an End User of Carrier or any other third party to the extent such loss arises or is attributableto Carrieds performance or failure to perform. SECTION 18. INDEMNITY 18.1 Each Party will each defend, indemnify, hold harmless the other Party from 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 propertyresulting 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 againstany such liability, claim, or demand. Each Party will notify the other promptly of wriften claims or demands against such Party of which the other Party is solely responsible hereunder. 18.2 Each Party will each defend, indemnify, 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 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 Carrier 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 seftle said action and the indemnifying Party shall hold harmless the indemnified Par$rom any loss, cost, liability, damage and expense. (2) ln the event the Party othenrise 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 Carrier arising out of or in connection with services provided to the End User Customer by Canier, Canier shall defend and indemnify Frontier and its officers, directors,employees and agents against any and all such claims or loss by Carrier's End User Customers SECTION 19. DISCLAIMER OF WARRANTIES rD cTc 022620 vO2112OOS Resale ICA Page 10 of24 19.1 NOTWTTHSTANDTNG ANY OTHER PROV|S|ON OF TH|S AGREEMENT (|NCLUD|NG wtrHour LtMITATtoN THE PARTTES' RESPECTTVE INDEMN|F|CAT|ON OBLTGATTONS), THE PARTIES AGREE THAT FRONTIER HAS NOT MADE, AND THAT THERE EXISTS, NO WARRANW, EXPRESS OR IMPLIED, THAT THE USE BY CARRIER 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. SECTION20. ASSIGNi/IENT 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 Canier of any right, obligation or duty, or of any otherinterest hereunder, in whole or in part, without the prior wriften consent of the other Party shall be void. A Party assigning or delegating this Agreement or any right, obligation, duty or other interest hereunder toan 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 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 govem. SECTION22. 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 full force andeffect. SECTION 23. NO JOINT VENTURE OR THIRD PARTY BENEFICIARIES 23.1 Nothing herein contained shall be constued 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 rD cTc 022620 v02'l 12009 Resale ICA Page '11 ol24 24.1 ln consideration of the services provided by Frontier under this Agreement, Canier shall pay the charges set forth in this Agreement and in applicable tariffs. ln consideration of the services provided by Carrier 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 CARRIER: BullsEye Telecom,lnc. Aftn: Legal Department 25925 Telegraph Road, Suite 210 Southfield, Ml48033 Fax: (248)784-2501 TO FRONTIER: Frontier Communications Aftention: 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 precedingthe 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: 24.3.1 lf any portion of an amount due to a Party (the "Billing Part/) 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 amountgive 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 paywhen due all undisputed amounts to the Billing Party, and shall include a copy of the dispute with the payment of the undisputed amount. 24.3.2|n 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 payrnent 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. rD cTc 022620 v02112009 Resale ICA Page 12ot24 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 ten (10) 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 duehereundef 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, includingtermination charges, shall become due. lf the non-breaching Party does not discontinue theprovision of services on the date specified 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 entity that owns or is substantially owned, directly or indirectly, by or is under common control with, Canier, so long as Canier or any such entity is indebted to Frontier for services previouslyfumished, until the indebtedness is satisfied. ln the event that services are provided to Canier or an entity that owns or is substantially owned, directly or indirectly, by or is under common controlwith, Canier, such services may be terminated by Frontier unless Carrier satisfies the indebtedness owing to Frontier within thirty (30) days after written notification. Such notification shall be made by certified U. S. mail to the person designated by Carrier 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 othenryise in violation of the law, the non-breaching Party shall give notice of the breach and the breaching Partyshall cure such breach within sixty (60) days of such notice, and if breaching Party does not, thenon- breaching Party may, at its sole option, terminate this Agreement. The non- breaching Partyshall be entitled to pursue all available legal and equitable remedies for such breach. lD cTc 022620 v02112O09 Resale ICA Page 13 ol 24 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 confidentialwith the appropriate owner corporation name, e.9., "Frontier Proprietary". lnformation disclosed orally will not be consideredproprietary 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 theplace, 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.'l 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 wfto are directly involved in the consideration of the Proprietary lnformation and informs its employees and agents who 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 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. rD cTc 022620 vO21120O9 Resale ICA Page '14 ol24 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. SEGTION 27. NO RIGHTS TO THIRD PARTIES This Agreement will not provide any hird party, including, but not limited to any End User of Canier, 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 constnred to define or limit any of he terms herein or affect the meanings or interpretation of thisAgreement. SECTION 29. EXEGUTION !N DUPLICATE This Agreement may be executed in counterparts. Each counterpart shall be considered an original and such counterparts shall together constitute one and the same instrument. SECTION 30. NOTICES Except as othenrise 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 Statesmail, certified mail, postage prepaid, retum receipt requested, or delivered by prepaid ovemight express mail, and addressed as follows: TOCARRIER: BullsEye Telecom,lnc, Attn: LbgalDepartment 25925 Telegraph Road, Suite 210 Southfield, M148033 Phone: (248)784-2500 rD cTc 022620 v02112009 Resale ICA Page 15of24 Fax (2€) 784-2fi1 Email: regulatory@bullseyetelecom.com TO FRONTIER: Contract Management Frontier Communications 7979 N. Belt Line Road, MC: SlC74 lMng, TX 75063 Email Address: contract.manaoement@ftr.com and Frontier Comm unications Legal Departnent - lnterconnection 401 Menitt 7 Norwalk, CT 06851 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 written notice given by such Pafi to the other pursuant to this Section. rD cTc 022620 v02l 12009 Recale ICA Page 16 of24 SIGNATURE PAGE The Parties have caused this Local lnterconnection Agreement to be executed on tfieir behalf on the dates set forth below. BULLSEYE TELECOT, INC.CITIZENS TELECOMTUNICATIONS COMPANY OF IDAHO p,v 7lurltlfZlh- -r' r1ffif.tu(hrt!,ee)Av'M-@--r' Addhlkttml Printed: Thomas F. Tisko Printed: Roderick Cameron Tifle: CEO Tite: VP, Canier SeMces Date: Mar 13,2020 Date: Mar L7,2020 rD cTc 022620 vO2112Wg Resale ICA Pqe'|.7 ot24 ATTACHMENT 1 RESALE OF LOCAL SERVICES lDcTc022820 v02112009 Resale ICA Page 18 of24 icer SECTION 1. DEFINITIONS 1.1 Resale means an activity wherein Carrier subscribes to the retail telecommunications services of Frontier and then re-offers and provides those telecommunications services to the public under its owncompany name. SECTION 2. SERVICE TO END USERS 2.1 Telephone numbers associated with Frontie/s retailtelecommunication services offered for resale are assigned to the service fumished. Canier has no property right to the telephone number orany other call number designation associated with services fumished by Frontier, and no right to thecontinuance of service through any particular central office. Frontier reserves the right to change suchnumbers, or the central ofiice designation associated with such numbers, or both, consistent withtelephone 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 CARRIER 3.1. Carrier 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 Canier will be limited to retail services made available to End Users and uses conforming to the class of service restrictions in Frontier's Local ExchangeService Tariff and pursuant to all rules and regulations related to the provision of local exchangeservices 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, Carrier will be notified and billing for that service will beretroactively 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 1.5% per month or 18o/o annually, or the maximum allowed by law, whichever is less, compounded daily for the number of days from the backbilling date to and including the date that Carrier actually makes the payment to Frontiermay be assessed. 3.2. Resold services can only be used in the same manner as specified in Frontie/s Tariff. Resold services are subject to the same terms and conditions as are specified for such services when furnishedto an individual End User of Frontier in the appropriate section of Frontier's Tariff. Specific Tarifffeatures, e.9., a usage allowance per month, will not be aggregated across multiple resold services. Resoldservices cannot be used to aggregate traffic from more than one End User. 3.3. Carrier 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 Frontie/s tariffs will continue to be paid by Canier without discount for each local exchangeline resold under this Agreement. 3.5. Law enforcement agency subpoenas and court orders regarding End Users of Carrier will be tD cTc 022620 v021'12009 Resale ICA Page 19 of 24 directed to Canier. Frontier will bill Canier for implementing any requests by law enforcement agenciesregarding Canier End Users. Frontier will cooperate fully with law enforcement agencies with subpoenas and court orders for assistance with Canie/s End Users. 3.6. Carrier may resell the tariffed retail local exchange services of Frontier subject to the terms and conditions specifically set forth herein. Notwithstanding the foregoing, the following are not available for Resale: a) Calling Cardb) Employee Concessions Servicesc) Promotional offers less than 90 daysd) GrandfatheredServicese) Lifeline and Link Up Services 0 lnside Wireg) lnstallment billing optionsh) Enhanced Services, excluding voice maili) End User Premise Equipmentj) 911 and E911 Servicesk) lnterconnectionServicesl) Legislatively or Administratively Mandated Specialized Discounts (e.9., educational institution discounts) 3.7 Canier agrees to abide by the terms and conditions of the Local Service Guide, which is incorporated by reference herein. Carrier 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 Carrie/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 Carrier for its own use and not resold to End Users must be identified by Canier as such, and notwithstanding any available wholesale discount,Carrier will pay retail prices for such services. 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 Canier or its End Users may not reanange, move, disconnect, add additional services, remove or attempt to repair any facilities owned by Frontier, other than by connection or disconnection toany interface means used. 4.3 Canier accepts responsibility to notify Frontier of situations that may arise, resulting in service problems. 4.4 Carrier will be the single point of contact for all repair calls on behalf of Canier's End Users. 4.5 Carrier will contact the appropriate repair centers in accordance with procedures established by Frontier. 4.6 For all repair requests, Canier accepts responsibility for adhering to Frontier' prescreening guidelines prior to referring the trouble to Frontier. 4.7 Frontier will bill Carrier 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. rD cTc 022620 v021'12009 Resale ICA Page20ot24 4.8 Frontier reserves the right to contact Carrier's End User if deemed necessary, for maintenance purposes in an emergency or as a result of a service call which Carrier may initiate 4.9 Carrier acknowledges that any chat line services being offered by Carrier over Frontie/s facilities shall only be provisioned by Frontier on a blockable'NXX'central office code. SECTION 5. ESTABLISHMENT OF SERVICE 5.1 When notification is received from Canier that a current End User of Frontier will subscribe to Canier's service, standard service order intervals for the appropriate class of service willapply. SECTTON 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 Carrier's End User on behalf of, and at the request of Carrier. Upon restoration of the End User's service, restoral charges will apply and will be charged to the master account of Carier. 6.2 All requests by Carrier 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 orderingform. Canier is responsible for compliance with regulatory requirements for termination and temporary disconnection of service to End User(s). 6.3 Carrier 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 Carrier when it is determined that annoyance calls are originated from one of their End User's locations. Frontier will be indemnified, defended and held harmless by Canier and/orthe End User against any claim, loss, or damage arising from providing this information to Carrier. ltis the responsibility of Carrier to take the conective action necessary with its End Users who makeannoying calls. Failure to do so may at Frontie/s option result in Frontier disconnecting the End User'sservice. SECTION 7. DISCONTINUANCE OF SERVICE TO CARRIER The procedures for discontinuing service to Canier are as follows unless othenrise defined by the Commission: 7.1 Where Carrier discontinues its provision of service to all or substantially all of its End Users, the Carrier must send advance written notice of such discontinuance to Frontier, comply with any applicable Commission regulatory requirements and to each of the Carrie/s End Users. Such notice must include a verification that the Carrier 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 days of the date of notice provided by the Carrier, 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 payrnents and prior amounts owing to Frontier. rD cTC 022620 v02112009 Resale ICA Page 21 ot 24 ATTACHMENT 2 PRICING rD cTc 022620 @2112UJ9 Resalo ICA Pqe22ol24 1 2. ATTACHMENT 2 . PRICING 0DAHO) v1.1 !ntentionally Left Blank Resale A. NonrecurringCharges A nonrecuning charge will apply when converting a Frontier account to a Canier account or when changing an End User from one canier to another. Basic Residential Line Service and Basic Business Line SeMce and Public Access Line Service that is subject to resale will be discounted at12o/o from the published rates in the state local tariff for the rate center where service is being requested. lntentionally Left Blank Intentionally Left Blank Intentionally Left Blank Supplemental PON Charges A supplement is any new iteration of a local service request. Supplement # I 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. Supplement #2 &3 Charges 3. 4. 5. 6. Order Type Residence Resale Business Resale Residence Portinq Business Portino Residence ULUUNE Business ULUUNE Charge Per Number $11.01 $17.83 $11.01 $17.83 $ 8.86 $14.34 Charge will be applied per telephone number) for any Portings stopped on DD&with a Due Date. lD cTc 022620 v02112009 Resale ICA Page 23 of 24 7. Other Miscellaneous Gharges 1. Expedite 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 Business $ 35.20 $ 35.20 Additional Labor Charges also apply if the work is done after hours or on the weekend. 2. PreferentialA/anitv Numbers NONRECURR!NG Residence Business $ 42.33 $ 84.45 3. Concunence Charoe Carrier is responsible to create subscription versions in the NPAC prior to the 18-hour window. ln the event Canier does not create the subscription version(s) within the prescribed time frame, Carrier is responsible to notify Frontier during regular business hours of the need to concur. Failure to do so may result in a delayed porting. A concunence charge is applied for each telephone number needing concurrence. NONRECURRING Residence Business $ 11.01 $ 17.83 rD cTc 022620 v02112O09 Resale ICA Page 24 ot 24