20110719Application.pdf

.- .*
Cynthia A. Melilo (iSB No. 5819)
GWENS PURSLEY LLP
601 West Banock Street
P.O. Box 2720
Boise, Idaho 83701-2720
Offce: [phone]
Fax: [phone]
ww.givenspur1ey.com
Attorneys for Farmers Mutual Telephone Company
RECEIVED
lUff JUl 19 PM 2= 45
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
Case No.: Fiil" - T-l L - 0 (
APPLICA nON FOR APPROVAL OF
NEGOTIATED AGREEMENT BETWEEN
FARMERS MUTUAL TELEPHONE
COMPANY AND LEVEL 3
COMMUNICATIONS, LLC,
ApPLICATION FOR ApPROVAL OF
NEGOTIATED AGREEMENT
1. Farmers Mutual Telephone Company ("Farers"), through its attorneys Givens
Pursley LLP, hereby files this Application for Approval of Negotiated Agreement ("Agreement")
between Farers and Level 3 Communications, LLC ("Level 3"). A copy of the Agreement is
submitted herewith.
2. This Agreement was reached through voluntar negotiations between Farers
and Level 3 and is submitted for Commission review and approval pursuant to Section 252(e) of
the Telecommunications Act of 1996.
3. Section 252(e)(2) of the Telecommunications Act of 1996 directs that a state
Commission may reject an agreement reached through voluntar negotiations if the Commission
finds that: the agreement discnminates against a telecommunications carrer not a party to the
agreement; or the implementation of the agreement is not consistent with the public interest,
convenience and necessity.
APPLICATION FOR APPROVAL OF NEGOTIATED AGREEMENT
1213128_1
Page i of4
11 i1
4. Farers respectfully submits that the Agreement does not discnminate and is
consistent with the public interest, and, therefore requests that the Commission approve ths
Agreement expeditiously. Approval of this Agreement wil enable the paries to implement the
Agreement and provide their respective customers with increased local telecommunications
serces choices.
5. The designated representative of each Pary, for puroses of responding to
inquines in this matter is:
For Farers:
Farers Mutual Telephone Company
Attn: Dan Greig
319 SW 3rd Street
P.O. Box 1030
Fruitland, ID 83619
E-Mail: dan(gfmtc.com
With copy to:
Cynthia A. Melilo
Givens Pursley LLP
601 W. Banock Street
P.o. Box 2720
Boise, ID 83701-2720
E-Mail: cam(ggivenspursley.com
For Level 3:
Level 3 Communications, LLC
Attention: Richard E. Thayer
Senior Corporate Counsel
1025 Eldorado Boulevard
Broomfield, co 80021
E-Mail: nck.thayer(gleve13.com
6. This Agreement does not affect the nghts of non-paries and expeditious approval
would fuher the public interest. Therefore, Farers requests that the Commission approve this
Agreement without a heanng.
APPLICATION FOR APPROVAL OF NEGOTIATED AGREEMENT
121328_1
Page2of4
.,
DATED this ,q day of July 2011.
~dJiI.:aCyn ia A. Melillo I
Attorneys for Farmers Mutual Telephone Company
APPLICATION FOR APPROVAL OF NEGOTIATED AGREEMENT
1213128_1
Page 3 of4
CERTIFICATE OF SERVICE
I hereby cerify that on this £day of July 2011, I sered a tre and correct copy of the
foregoing by deliverng it to the following individuals by the method indicated below, addressed
as stated.
Jean Jewell, Secretar
Idaho Public Utilities Commission
472 West Washington Street
P.o. Box 83720
Boise, ID 83720-0074
x U.S. Mail
Facsimile
Overght Mail
Hand Deliver
E-mail
Level 3 Communications, LLC
Attention: Richard E. Thayer
Senior Corporate Counsel
1025 Eldorado Boulevard
Broomfield, CO 80021
Telephone: [phone]
E-Mail: nck.thayer(gleve13.com
x U.S. Mail
Facsimile
Overght Mail
Hand Delivery
E-mail
~IiJtC ~ tlelilo
APPLICATION FOR APPROVAL OF NEGOTIATED AGREEMENT
121328_1
Page 4 of4
COIa~
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT
BETWEEN
FARMERS MUTUAL TELEPHONE COMPAN
AN
LEVEL 3 COMMUNICATIONS, LLC
THIS INTERCONNECTION AN RECIPROCAL COMPENSATION AGREEMENT
(the "Agreement") is made by and between FARERS MUTUAL TELEPHONE COMPAN
("Company"), an Incumbent Local Exchange Carer ("ILEC") certificated in the State of Idaho,
(the "State"), on behalf of itself and its ILEC affliates, if any, in the State, and LEVEL 3
COMMUNICATIONS, LLC, a Competitive Local Exchange Carer, on behalf of itself and its
operating affiliates in the State ("Level 3"), and shall be deemed effective as of this 9th day of
June, 2011 ("Effective Date"). This Agreement may refer to either Company or Level 3 as a
"Par or collectively as the "Paries."
In consideration of the mutul promises and covenants contained herein, the suffciency
of which is hereby acknowledged, the Paries agree as follows:
1. GENERA
A. Company is authoried to provide local exchange services in the state of Idao (the
"State").
B. Level 3 is a registered provider of competitive local exchange services in the State.
c. The Paries enter into this Agreement to interconnect their facilities and exchange traffc
for the puroses of fulfillng their obligations pursuant to Sections 251 and 252 of the
Telecommunications Act of 1996 and to replace any and all other prior agreements, both
wrtten and oraL.
D. This Agreement establishes the methodology for the exchange of and compensation for
traffic originated on the networks of either Level 3 or Company and exchanged indiectly
via a third-Pary network or diectly via direct interconnection trs. Ths Agreement
also establishes the methodology for the exchange of and compensation for traffic
origiated on the network of a thid-part carrer that transits Company's network and is
delivered by Company to Level 3 for termation.
E. This Agreement supersedes and terminates all previous agreements between Company
(including those of any of its ILEC Affliates operating in the State), and Level 3
(includig any of its operatig Affiliates) governing the exchange of local traffc between
local exchange carers.
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - i
1134398_8
2. DEFINITIONS
As used in ths Agreement, the following terms shall have the meangs specified below
in ths Section:
A. "Act" - The Communications Act of 1934 (47 U.S.C. § 151 et. seq.) as amended,
including without limitation by the Telecommunications Act of 1996, and as from time to
time interpreted in the duly authorized rules and regulations of the Federal
Communications Commission (the "FCC").
B. "Affliate" - a person, corporation or other legal entity that, directly or indirectly,
owns or controls a Part, or is owned or controlled by, or is under common ownership or
control with a Party. For puroses of ths definition, the term "own" means to have an
equity interest (or the equivalent thereof) of equal to or more than 10 percent.
C. "InterMTA Traffic" - telecommunications traffc that 1) originates on one Part's
network, 2) terminates on the other Par's network, 3) is either transited over the
network of a third part or is terminated directly between the Paries, and 4) at the
beginning of the call originates and terminates in different MT As.
D. "Local Traffic" - telecommunications traffic for which reciprocal compensation
is required by section 251 of the Act that 1) originates on one Par's network, 2)
terminates on the other Part's network, 3) is either transited over the network of a third
par or is terminated directly between the Paries, and 4) at the beginning of the call
originates and terminates within the same MT A.
E. "MTA" - Major Trading Area as defied in 47 C.F.R. § 24.202(a).
3. TERM OF THE AGREEMENT
A. The Intial Term of ths Agreement shall be two (2) years, begining on the
Effective Date.
B. Absent the receipt by a Par of wrtten notice from the other Part at least ninety
(90) days prior to the expiration of the Intial Term to the effect that such Par does not
intend to extend the Initial Term of this Agreement, this Agreement shall automatically
renew and remain in full force and effect on and after the expiration of the Intial Term.
C. If pursuant to Section 3B, above, this Agreement continues in full force and effect
after the expiration of the Intial Term, either Par may terminate ths Agreement niety
(90) days after delivering wrtten notice to the other Par of its intention to terminate ths
Agreement.
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - 2
1134398_8
D. In the event of default, the non-defaulting Par may terminate this Agreement in
whole or in par provided that the non-defaultig Part so advises the defaulting Par in
wrting of the event of the alleged default and the defaulting Part does not remedy the
alleged default within sixty (60) days after written notice thereof. Default is defmed to
include:
(1) A Pary's insolvency or intiation of banptcy or receivership
proceedings by or against the Par; or
(2) A Par's material breach of any of the terms or conditions hereof,
including the failure to make any undisputed payment when due.
E. Termination of this Agreement for any cause shall not release either Par from
any liabilty which at the time of termnation has already accred to the other Part or
which thereafter may accrue in respect to any act or omission prior to termination or from
any obligation which is expressly stated herein to survive termination.
F. If upon expiration or termination of this Agreement other than pursuat to Section
2D above, the Pares are negotiating a successor agreement, durng such negotiation
period each Par shall continue to perform its obligations and provide the services
described herein under this Agreement until such tie as the successor agreement
becomes effective. The Paries expressly agree that the rates, terms, and conditions of the
successor agreement shall be retroactive back to the date of termination of ths
Agreement, such that all payments made from the date of termation of this Agreement
to the effective date of the successor agreement shall be tred-up to comply with the
rates, terms and conditions of the successor agreement.
4. COMPENSATION. As of the Effective Date of ths Agreement, the Pares agree that
traffic is in balance and wil treat such traffic as bil and keep. Traffc wil be presumed in
balance as long as it is withi +/- 5%. Either Part may begin direct biling, upon a thir
(30) day notice, based upon actul traffic measurements indicating that traffic is no longer in
balance. When it is determined by either Part that traffic is no longer in balance, the Pares
hereby agree that a mutually agreeable rate for reciprocal compensation shall be determed
within sixty (60) days after such Par's notice to the other Part of its intent to seek
compensation. There shall be no retroactive application of such payments except that the
payments shall apply from the date of notice.
5. METHODS OF INTERCONNECTION
A. Each Par may interconnect either directly or indirectly with the other Par.
One Par's choice of a means of interconnection wil not dictate the other Par's
choice. If one Par chooses to interconnect diectly, the other may choose to
interconnect indirectly, and vice versa. However, if either Part sends to the other part
for termination traffic at one DS 1 level per month, for three consecutive months,
regardless of the carer of origi, then that Par wil establish direct interconnection
trnk to the other Party.
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - 3
1134398_8
Ð. If the Paries interconnect via direct trs between their networks, there shall be
a minimum of one point of interconnection between the networks for redundancy
puroses. Direct interconnection facilities shall be one-way facilities unless two-way,
direct interconnection facilities are agreed by the Pares in writig in advance.
C. Either Par may choose to interconnect via indirect means; i.e., by connecting to
a third Par intermediar carer that provides connectivity between the Paries. In such
a case, the third Par intermediary carrer would route to Company traffic origiated by
a customer of Level 3 and destined for a Company customer.
D. If a Par chooses to interconnect indirectly, that Par shall pay all transit charges
for its originated traffic sent to the other Part for termation.
E When Level 3 uses a third party's tandem and/or transit service to send traffic to
Company, Company may use measurements provided by the third par to determne
Level 3's traffic volume.
F. A Par establishing one-way, direct interconnection facilities shall pay the entire
non-recuring and recurg costs of those facilities to the point of interconnection on the
other Party's network.
6. NON-LOCAL TRAFIC
Non-local traffc shall be governed by each Par's applicable fied, lawful and effective
intrastate or interstate tarffs
7. BILLING
A. Charges and Payment
(1) Level 3 shall pay invoices within fort-five (45) days from the Bil Date. If the
payment due date is a Satuday, Sunday or a designated ban holiday, payment shall
be made the next business day. Invoices shall be sent to:
Farmers Mutual Telephone Company
319 SW 3rd Street
P.O. Box 1030
Fruitland, il 83619
Level 3
Level 3 Communications, LLC
Attention: Carer Biling
712 N. Main Street
Coudersport, PA16915
or such other address as the Partes may designated to one another on at least
thir (30) days prior wrtten notice.
(2) All charges under this agreement shall be biled within two (2) years from the time
the charge was incured; previously unbiled charges more than two (2) years from
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - 4
1134398_8
the time the charge was incured shall not be biled by either Part, and shall not be
payable by either Par. Nothing in ths subsection shall affect the right of a Par to
contest inaccurate invoices to the extent provided under law.
(3) If no previous interconnection agreement exists between the Partes, there shall be no
liability or billig for services otherwise subject to this agreement but provided prior
to the Effective Date of this agreement. If a previous interconnection agreement
exists between the Paries, then the terms and conditions of ths Agreement shall
relate back to the date of termination of the previous agreement, and the Partes shall
tre-up all payments made from the date of termination of the previous agreement to
the Effective Date of ths Agreement.
(4) Invoices between the Pares shall be clearly organized and charges must be
accompaned by a brief, clear, non-misleading description of the service or services
rendered includig the minutes of use, the rate applied, and whether the charge is for
facilities or usage. Invoices not complying with this section shall not be paid until re-
issued in the proper format.
8. SS7
A. Company wil provide and implement all defined and industr supported SS7
mandatory parameters as well as procedures in accordance with ANSI standards to
support SS7 signaling for call setup for the interconnection trnk. To the extent
Company provides ANSI optional parameters for its own use, Company shall provide the
same to Level 3 for Level 3's review.
B. Where available, Company agrees to provide carer identification parameter
(CIP) within Level 3's SS7 call set-up signaling protocol at no charge.
C. Company shall support intercompany 64 KBPS clear chanel where it provides
such capabilty to its end users.
D. The Pares wil cooperate in the exchange of TCAP messages to facilitate full
inter-operabilty of SS7 -based featues between their networks, including all CLASS
featues and fuctions, to the extent each Par offers such featues and fuctions to its
own end users.
9. NETWORK DESIGN AND MAAGEMENT
A. The Pares wil work cooperatively to install and maintain reliable interconnected
telecommunications networks, including but not limited to, maitenance contact numbers
and escalation procedures. Company wil provide wrtten notice to Level 3 of changes in
the information necessar for the transmission and routing of services using its local
exchange facilities or networks, as well as of any other changes that would affect the
interoperabilty of those facilities and networks.
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - 5
1134398_8
(1) Each Part shall provide to the other's sureilance management center a
twenty-four (24)-hour contact number for network traffc management issues. A
fax number and email address must also be provided to facilitate event
notifications for planed mass calling events.
(2) Each Par has the duty to alert the other to any network events that can
result or have resulted in material service interrption, blocked calls, or negative
changes in network performance.
B. Neither Par wil charge rearrangement, reconfiguration, disconnection,
termination or other non-recurg fees that may be associated with the initial
reconfiguation of either Par's network interconnection arangement contained in ths
Agreement.
C. The Parties wil provide Common Chanel Signaling (CCS) information to one
another for all exchanged traffc. All CCS signaling parameters wil be provided. All
privacy indicators wil be honored, and the Paries agree to cooperate on the exchange of
Transactional Capabilities Application Par (TCAP) messages to facilitate full
interoperability of CCS-based featues between the respective networks.
D. The Paries wil provide each other with the proper call information, including all
proper translations for routing between networks and any information necessar for
biling.
E. Company wil process Level 3 maintenance requests at no less than parity with
the maner in which Company processes its own maintenance requests or maintenance
requests of its affliates.
F. Paries shall provide prior notification of any scheduled maintenance activity
performed by the Paries that may be service affecting to the other Par.
G. In the case of direct interconnection, each Part is responsible for the transport of
origiating calls from its network to the relevant, mutually agreed upon point of
interconnection, and each Part wil ensure that its facilities are compatible with the
mutually agreed upon transmission and facility specifications.
10. LIMITATION OF LIABILITY
A. Except as otherwise provided for in this paragraph, neither Par shall be liable to
the other Par for any indirect, incidental, consequential, reliance, punitive, or special
damages suffered by the other Par (including without limitation damages for harm to
business, lost revenues, lost savings, or lost profits suffered by the other Par),
regardless of the form of action, whether in contract, waranty, strct liability, or tort,
including without limitation negligence of any kid whether active or passive, and
regardless of whether the Parties knew of the possibility that such damages could result.
In no event shall either Par's liability to the other for direct damages arsing out of (1) a
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - 6
114398_8
material breach of ths Agreement, or (2) activities related to or involved in performance
under this Agreement (whether such alleged damages in ths second category arse in
contract or tort) shall not exceed an amount equal to the proportonate charge for the
affected service(s) durg the period in which damages occured. If that standad is not
applicable, such damages shall not exceed the total amount biled under this Agreement
(during the calendar year(s) in which the damage occured) by the damaged Par to the
other Par. The foregoing shall not limit a Part's obligation as set out in this
Agreement to indemnfy, defend, and hold the other Par harless agaist amounts
payable to third paries.
B. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRTIES
TO THE OTHER PARTY CONCERNG THE SPECIFIC QUALITY OF AN
SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE
PARTIES DISCLAIM, WITHOUT LIMITATION, AN WARRNTY OR
GUARTEE OF MERCHATABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING, OR FROM USAGES OF TRAE.
11. INDEMNITY
A. Each Par shall be indemnified, defended and held harless by the other Par
against any claim, loss or damage arsing from the other Par's negligent or grossly
negligent acts or omissions under ths Agreement, or arising from the other Part's
intentional misconduct under this Agreement, includig without limitation: 1) Claims for
libel, slander, invasion of privacy, or infrngement of copyrght arsing from the other
Pary's own communications; 2) all other claims arsing out of an act or omission of the
other Part.
B. As to all indemnification obligations thoughout this Agreement, the
indemnifyg Par agrees to (a) defend, or at its option settle, any claim or suit against
the indemnified Part as agreed to herein; and (b) pay any fial judgment entered against
the indemnfied Party on such issue or any settlement thereof. The indemnfied Part
above: (i) must notify the other Pary in wrting promptly upon learing of any claim or
suit for which indemnfication may be sought, provided that failure to do so shall have no
effect except to the extent that the other Par is prejudiced thereby; (ii) must provide all
information and assistace as reasonably requested by, and at the expense of, the other
Par in connection with the conduct of the defense and settlement thereof; and (iii) may
paricipate in such defense or settlement with its own counsel at its sole expense, but
without control or authority to defend or settle. The indemnfying Part shall not take
any action, which uneasonably exposes the indemnfied Part to a risk of damages,
which would not be covered by such indemnty, and may not settle any matter without
the prior wrtten consent of the indemnified Part, which shall not be unreasonably
withheld.
C. Notwithstading anyting to the contrar in any agreement between the paries,
no indemnfication shall arise as to Claims that are paid by the indemnified Par without
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - 7
114398_8
the express wrtten consent of the indemnifyg Part, which consent wil not be
uneasonably withheld, conditioned or delayed.
12. MODIFICATION OF AGREEMENT. No modification, amendment, supplement to, or
waiver of the Agreement or any of its provisions shall be effective and binding upon the Pares
uness it is made in wrtig and duly signed by the Pares.
13. INTELLECTUAL PROPERTY. Any intellectul propert which originates from or is
developed by a Par shall remain in the exclusive ownership of that Par. Except for a
limited license to use patents or copyrghts to the extent necessar for the Paries to use any
facilities or equipment (including softare) or to receive any service solely as provided under
this Agreement, no license in patent, copyrght, trademark, service mark or trade secret, or
other proprietar or intellectul property right now or hereafter owned, controlled or
licensable by a Party, is granted to the other Par or shall be implied or arse by estoppel. It
is the responsibility of Company to ensure, at no separate or additional cost to Level 3, that
Company has obtained any necessar licenses (in relation to intellectual prQpert of third
paries used in Company's network) to the extent of Company's own use of facilities or
equipment (including softare) in the provision of service to Company's end-user customers.
14. CONFIDENTIAL INFORMTION. The Paries to this Agreement recognze that they or
their authorized representatives may come into possession of confidential and/or proprieta
data about each other's business as a result of this Agreement. Each Par agrees to treat all
such data, including this Agreement, as strictly confidential and to use such data only for the
purose of performance under this Agreement. Each Par agrees not to disclose data about
the other Par's business, unless such disclosure is requied by lawful subpoena or order, to
any person without first securg the wrtten consent of the other Par. A Par may request
a nondisclosure agreement of the other Party under ths section.
15. RURAL TELEPHONE COMPANY. The Pares acknowledge that Company is entitled to
maitain that it is a rual telephone company (as defined in 47 U.S.C. 153) as provided by 47
U.S.C.25l(f). By entering into ths Agreement, Company is not waiving its right to maintai
that it is a rual telephone company and its right to maintain that it is exempt from § 251 (c)
under 47 U.S.C. 25l(f) of the Act.
16. MISCELLANEOUS.
A. Compliance with Law; Force Majeure. The Paries shall comply with any
applicable orders, rules or regulations of the FCC, Commssion and Federal and State law
during the term of this Agreement. Notwithstanding anyting to the contrry contained
herein, a Part shall not be liable nor deemed to be in default for any delay or failure of
performance under ths Agreement resultig directly from acts of God, civil or milita
authority, acts of public enemy, war, huricanes, tornadoes, storms, fires, explosions,
earquakes, floods, electrc power outages, governent regulation, stres, lockouts or
other work interrptions by employees or agents not within the reasonable control of the
non-performg Par.
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - 8
1134398_8
B. Change of Law. In the event that any final and non-appealable legislative,
regulatory, judicial, or other legal action materially affects any material terms of ths
Agreement, either Part may, on thi (30) days wrtten notice require that such
Agreement, or such terms thereof be renegotiated, and the Pares shall renegotiate in
good faith such mutually acceptable new terms as may be required or appropriate to
reflect the results of such action.
C. Parcipation in Regulatory and Other Proceedings. By enterig into this
Agreement, neither Par waives its right or ability to paricipate in any regulatory,
judicial, or legislative proceedings regarding the proper interpretation and lor application
of the Act, including interpretation and lor application that may differ from the terms
contained within ths Agreement.
D. Waivers. Any failure by either Par to insist upon the strict performance by the
other Par of any of the provisions of this Agreement shall not be deemed a waiver of
any of the provisions of this Agreement, and each Par, notwithstading such failure,
shall have the right thereafter to insist upon the specific performance of any and all of the
provisions of ths Agreement.
E. Assignent. A Par may not assign ths Agreement other than to an Affliate
without the prior written consent of the other Par, which consent shall not be
uneasonably witheld or delayed, provided, however, a Party may assign this
Agreement, or any portion thereof, without consent to any entity which controls, is
controlled by or is under common control with the assigning Par. Any such assignent
shall not, in any way, affect or limit the rights and obligations of the Pares, under the
terms of this Agreement. Notice of assignment must be given at least sixty (60) days in
advance of the proposed assignment.
F. Severability. In the event that any provision of ths Agreement shall be held
invalid, ilegal, or unenforceable, it shall be severed from the Agreement and the
remainder of this Agreement shall remain valid and enforceable and shall continue in full
force and effect; provided however, that if any severed provisions of this Agreement are
essential to any Par's ability to continue to perform its material obligations hereunder,
the Paries shall imediately begi negotiations of new provisions to replace the severed
provisions.
G. Authority. The undersigned signatories represent that they have the authority to
execute this Agreement on behalf of their respective companies.
H. SurivaL. Any liabilties or obligations of a Pary for acts or omissions prior to the
cancellation or termination of this Agreement, any obligation of a Par under the
provisions regarding indemnfication, confidential information, limitations of liability and
any other provisions of this Agreement which, by their terms, are contemplated to surive
(or be performed after) termination of this Agreement, shall surive cancellation or
termination thereof.
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - 9
1134398_8
1. Governing Law. This Agreement shall be governed by and constred and
enforced in accordance with the laws of the state in which state commission approval is
obtaned, the Act and other applicable federal law.
J. Filing of Agreement. Upon execution, Company shall file this Agreement with
the Commission pursuant to the requirements of Section 252 of the Act.
K. Notices. Notices given by one Par to the other Par under this Agreement shall
be in writing and shall be: (i) delivered personally; (ii) delivered by express delivery
service; (iii) mailed, certified mail, retu receipt requested; or (iv) delivered by telecopy
to the following addresses ofthe Partes:
To: COMPANY
Farmers Mutual Telephone Company
319 SW 3rd Street
P.O. Box 1030
Fruitland, il 83619
To: LEVEL 3
Level 3 Communications, LLC
Attention: Richard E. Thayer
Senior Corporate Counsel
1025 Eldorado Boulevard
Broomfield, CO 80021
Telephone: [phone]
E-Mail: rick.thayer02leve13.com
With a copy to:
Givens Pusley LLP
601 West Banock Street
Boise, il 83702
Att: Cynthia A. Melilo
Fax: [phone]
or to such other address as either Par shall designate by proper notice. Notices wil be
deemed given as of the earlier of: (i) the date of actual receipt; (ii) the next business day
when notice is sent via express mail or personal delivery; (iii) three (3) days after mailing
in the case of certified U.S. mail; or (iv) on the date set fort on the confiration in the
case of delivery by telecopy.
L. Relationship of Paries. It is the intention of the Pares that each shall be an
independent contractor and nothing contained herein shall constitute the Parties as joint
venturers, parers, employees or agents of one another, and neither Pary shall have the
right or power to bind or obligate the other.
M. No Thid Par Beneficiaries. The provisions of this Agreement are for the
benefit of the Paries hereto and not for any other person, and this Agreement shall not
provide any person not a Par hereto with any remedy, claim, liabilty, reimbursement,
right of action, or other right in excess of those existing without reference hereto.
Nothing in this Agreement shall be constred to prevent Level 3 from providing services
to or obtaining services from other carrers.
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - i 0
114398_8
N. Entire Agreement. This constitutes the entie Agreement between the Pares with
respect to the subject matter hereof, superseding all prior understadings, proposals and
other communications, oral or written. Neither Pary shall be bound by any preprinted
terms additional to or different from those in this Agreement that may appear
subsequently in the other Par's form documents, purchase orders, quotations,
acknowledgments, invoices or other communications. This Agreement may only be
modified in wrting signed by an officer of each Par.
O. Conflict with Tarffs. In the event of any conflict between the language of this
Agreement and the language of an applicable tariff, this Agreement shall control.
(end oftext)
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - i i
1134398_8
This Agrment is executed as date below.
"Compuny"
By: ~uJ t.1f~
Daniel E! Greig
(Piit Name)
General Manager
(Title)
Date: 7/1212011
"Leell"
By:
(Pt N.iø)
(Title)
Date:
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREMENT - 12
114),_1
.(.. ....
This Agreement is executed as dated below.
"Company"
By:
(print Name)
(Title)
Date:
"Level 3"
By: ~Y2
Pm J 'Í e.o. Pi' ev 0. 1A l¿ z- z. l
(Print Name)
v P i
(Title)
Date:
INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT - 12
1134398_8
l! 6 l CJ SWV,'ct, S
~ /;27/IJ
¡