20231207Application.pdf

December 7, 2023
Commission Secretary
Idaho Public Utilities Commission
472 W. Washington Street
PO Box 83720
Boise, ID 83720-0074
Sent Via:
RE: Case No. ___________ _
E-Filing
[e-mail]
Request for Approval of Negotiated Interconnection Agreement Between TDS
Telecommunications, LLC and Level 3 Communications, LLC
Good morning:
TDS Telecommunications, LLC (TDS Telecom) as an agent for Potlatch Telephone
Company, dlbla TDS Telecom, has entered into an interconnection agreement with
Level 3 Communications, LLC (CLEC). This is an original agreement and is being e­
filed only. If a hard copy of this filing is required please let me know and I will take care
of that.
TDS respectfully requests approval of this request as filed.
If you have questions regarding this agreement, please contact Jeni White of TDS at
[phone] or myself at [phone]. Thank you in advance for your assistance in
this matter.
Sincerely,
Isl
Gail M. Long
Manager, State Government Affairs
Enclosure
Cc: Jeni White -TDS
Gary Black -Level 3
RECEIVED
Thursday, December 7, 2023 11:55:31 AM
IDAHO PUBLIC
UTILITIES COMMISSION
CASE NO. TML-T-23-02
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
INTERCONNECTION AGREEMENT-UNDER SECTIONS 251
AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996
TDSTELECOM/LEVEL3
Interconnection Agreement
Between
TDSTELECOM
and
Level 3 Communications, L.L.C.
April 2023
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TABLE OF CONTENTS
1. INTRODUCTION AND SCOPE OF AGREEMENT.. .................................................................................... .4
2. DEFINlTIONS .................................................................................................................................................. 5
3. EFFECTIVE DATE ......................................................................................................................................... 13
4. INTERVENINGLAW .................................................................................................................................... 13
5. TERM OF AGREEMENT .............................................................................................................................. 14
6. ASSIGN"MENT ............................................................................................................................................... 16
7. DELEGATION TO AFFILIATE .................................................................................................................... 16
8. CONFIDENTIALITY AND PROPRIETARY INFORMATION ................................................................... I 6
9. LIABILITY AND INDEMNIFICATION ....................................................................................................... 21
10. REMEDIES ..................................................................................................................................................... 22
I I. INTELLECTUAL PROPERTY ...................................................................................................................... 22
12. INDEMNlTY ................................................................................................................................................... 22
13. OSHA STATEMENT ...................................................................................................................................... 25
14. DEPOSITS ....................................................................................................................................................... 26
15. BILLING AND PAYMENT OF RATES AND CHARGES ........................................................................... 26
16. DISPUTE RESOLUTION ............................................................................................................................... 28
17. TERMINATION OF SERVICE ...................................................................................................................... 31
18. NOTICES ........................................................................................................................................................ 32
19. TAXES ............................................................................................................................................................ 33
20. FORCE MAJEURE ......................................................................................................................................... 35
21. PUBLICITY .................................................................................................................................................... 35
22. NETWORK MAINTENANCE AND MANAGEMENT ................................................................................ 35
23. LAW ENFORCEMENT AND CIVIL PROCESS .......................................................................................... 36
24. CHANGES IN SUBSCRIBER CARRIER SELECTION ............................................................................... 37
25. AMENDMENTS OR WAIVERS ................................................................................................................... 37
26. GENERAL RESPONSIBILITIES OF THE PARTIES ................................................................................... 38
27. AUTHORITY .................................................................................................................................................. 40
28. BINDING EFFECT ......................................................................................................................................... 40
29. CONSENT ...................................................................................................................................................... .40
30. EXPENSES ..................................................................................................................................................... 40
31. HEADINGS .................................................................................................................................................... .40
32. RELATIONSHIP OF PARTIES/INDEPENDENT CONTRACTOR ............................................................. 41
33. MULTIPLE COUNTERPARTS .................................................................................................................... .41
34. THIRD PARTY BENEFICIARIES ................................................................................................................ .41
35. REGULATORY APPROVAL ........................................................................................................................ 42
36. REGULATORY AUTHORITY ..................................................................................................................... .42
37. COMPLIANCE AND CERTIFICATION ....................................................................................................... 42
38. AUDITS .......................................................................................................................................................... 42
39. COMPLETE TERMS ...................................................................................................................................... 44
40. COOPERATION ON PREVENTING END USER FRAUD .......................................................................... 44
41. NOTICE OF NETWORK CHANGES ........................................................................................................... .45
42. GOOD FAITH PERFORMANCE ................................................................................................................... 45
43. GOVERN"MENTAL COMPLIANCE ............................................................................................................. 45
45. RESPONSIBILITY FOR ENVIRON"MENTAL CONTAMINATION .......................................................... 46
46. SUBCONTRACTING .................................................................................................................................... .47
47. REFERENCED DOCUMENTS ...................................................................................................................... 47
48. SEVERABlLITY ............................................................................................................................................ .48
49. SURVIVAL OF OBLIGATIONS ................................................................................................................... 49
50. GOVERNING LAW ....................................................................................................................................... 49
5 I. OTHER REQUIREMENTS ........................................................................................................................... .49
52. APPENDICES INCORPORATED BY REFERENCE ................................................................................... 50
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Interconnection Agreement
General Terms and Conditions
53. CUSTOMER TNQUIRIES ............................................................................................................................... 50
54. DISCLAIMER OF WARRANTIES ................................................................................................................ 50
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
INTERCONNECTION AGREEMENT
This Interconnection Agreement under Sections 251 and 252 of the Telecommunications
Act of 1996 ("Agreement") is effective as of December 1, 2023 by and between TDS
Telecommunications LLC, as agent for Potlatch Telephone Company ("TDS TELECOM") and,
Level 3 Communications, L.L.C. ("Level 3"), a limited partnership organized under the State of
Delaware, with its principal place of business at 931 14th Street (FL 9), Denver, CO 80202.
WHEREAS, Parties are certificated by the Commission to provide telecommunications
services in the state of Idaho.
WHEREAS, the Parties desire to interconnect their networks at mutually agreed upon
points of interconnection to provide, directly or indirectly, Telephone Exchange Services
and Exchange Access to residential and/or business End Users in the state ofldaho; and
WHEREAS, Level 3 will be providing interconnection on behalf of one or more
interconnected VoIP providers ("IVP") in connection with the 2015 VoIP Number
Access Order approved by the FCC in WC Docket No. 13-97; Numbering Policies for
Modern Communications. As such, Level 3, acting as a Carrier Partner will be delivering
traffic to and receiving traffic from TDS on behalf of one or more IVPs; and
WHEREAS, the Parties are entering into this Agreement to set forth the respective rights
and obligations of the Parties and the terms and conditions under which the Parties will
interconnect their networks and facilities and provide to each other services as required
by Sections 251 (a) and (b) of the Telecommunications Act of 1996 as specifically set
forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual covenants of this
Agreement LEVEL 3 and TDS TELECOM hereby agree as follows:
This Agreement is composed of General Terms and Conditions, which are set forth
below, together with certain Appendices, Schedules, Exhibits and Addenda which
immediately follow this Agreement, all of which are hereby incorporated in this
Agreement by this reference and constitute a part of this Agreement.
GENERAL TERMS AND CONDITIONS
1. INTRODUCTION AND SCOPE OF AGREEMENT
I.I Pursuant to Sections 251(a) and (b) of the Telecommunications Act of 1996
("Act"), this Agreement sets forth the terms and conditions for the
Interconnection of LEVEL 3's network to TDS TELECOM's network,
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Interconnection Agreement
General Terms and Conditions
compensation for the transport and termination of telecommunications traffic
between TDS TELECOM and LEVEL 3, and the provision of ancillary functions
by TDS TELECOM and LEVEL 3.
1.2 The Parties acknowledge and agree that by entering into and performing in
accordance with this Agreement, the Parties have not waived any applicable
exemptions that are provided by or available under the Act, including but not
limited to those described in 47 USC 25l(f), or under applicable state law.
1.3 This Agreement supersedes and terminates all previous agreements between
LEVEL 3 and TDS TELECOM.
2. DEFINITIONS
2.1 Capitalized Terms used in this Agreement shall have the respective meanings
specified in Section 2.2 below, in an Appendix attached hereto, and/or as defined
elsewhere in this Agreement.
2.2 GENERAL DEFINITIONS
2.2.1 "Access Service Request" (ASR) is an industry standard order form
used by the Parties to add, establish, change or disconnect trunks for
the purposes of Interconnection.
2.2.2 "Act" means the Communications Act of 1934 [generally at 47 U.S.C.
§§ 151 et seq.], as amended by the Telecommunications Act of 1996,
Public Law 104-104, 110 Stat. 56 (1996) codified throughout 4 7
U.S.C.
2.2.3 "Affiliate" is As Defined in the Act.
2.2.4 "Alternate Billing Service" (ABS) means a service that allows End
Users to bill calls to accounts that may not be associated with the
originating line. There are three types of ABS calls: calling card,
collect and third number billed calls.
2.2.5 "Applicable Law" means all laws, statutes, common law, regulations,
ordinances, codes, rules, guidelines, orders, permits, tariffs and
approvals, including those relating to the environment or health and
safety, of any Governmental Authority that apply to the Parties or the
subject matter of this Agreement.
2.2.6 "As Defined in the Act" means as specifically defined by the Act.
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
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2.2.7 "As Described in the Act" means as described in or required by the
Act.
2.2.8 "Automatic Message Accounting" (AMA) is a structure inherent in
switch technology that initially records Telecommunication message
information. AMA format is contained in the Automated Message
Accounting document published by Telcordia (formerly known as
Bell core) as GR-1100-CO RE, which defines and amends the industry
standard for message recording.
2.2.9 "Business Day" means Monday through Friday, excluding holidays
on which TDS TELECOM does not provision new retail services and
products.
2.2.10 "Carrier Partner" is a Certified Local Exchange Carrier (CLEC) that
provides the facilities and trunking that an Interconnected VoIP
Provider needs in order to exchange traffic with the Public Switched
Telephone Network (PSTN) and demonstrates facilities readiness as
described in the VoIP Numbering Order.
2.2.11 "Calling Party Number" (CPN) means a Signaling System 7 "SS7''
parameter whereby the ten (10) digit number of the calling Party is
forwarded from the End Office.
2.2.12 "Central Office switch" (Central Office) is a switching entity within
the public switched telecommunications network, including but not
limited to:
2.2.12.1 "End Office Switch" or "End Office" is a switching
machine that directly terminates traffic to and receives traffic from
purchasers of local exchange services. An End Office Switch does
not include a PBX.
2.2.12.2 "Tandem Office Switch" or "Tandem(s)" are used to
connect and switch trunk circuits between and among other Central
Office Switches. A Tandem Switch does not include a PBX.
2.2.13 "Commission" means the Idaho Public Utilities Commission.
2.2.14 "Common Channel Signaling" (CCS) means an out-of-band, packet­
switched, signaling network used to transport supervision signals,
control signals, and data messages. It is a special network, fully
separate from the transmission path of the public switched network.
Unless otherwise agreed by the Parties, the CCS protocol used by the
Parties shall be S S 7.
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Interconnection Agreement
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2.2.15 "Common Language Location Identifier" (CLLI) codes provide a
unique I I-character representation of a network interconnection point.
The first 8 characters identify the city, state and building location,
while the last 3 characters identify the network component.
2.2.16 "Consequential Damages" means claimed Losses resulting from any
indirect cause, such as incidental, reliance, special, consequential,
punitive, or exemplary damages, including without limitation damages
claimed to have resulted from harm to business, loss of anticipated
revenues, savings, or profits, or other economic Loss claimed to have
been suffered that is not measured by the prevailing Party's actual,
proximate, and direct damages, and regardless of whether the Parties
knew or had been advised of the possibility that such damages could
result in connection with or arising from anything said, omitted, or
done hereunder or related hereto. "Customer" or "End Users" means
a third-party residence or business that subscribes to the retail or
wholesale services provided by any of the Parties. As used herein, the
term "End Users" does not include any of the Parties to this Agreement
with respect to any item or service obtained under this Agreement.
2.2.17 "Dialing Parity" is As Defined in the Act. As used in this
Agreement, Dialing Parity refers to both Local Dialing Parity and Toll
Dialing Parity.
2.2.18 "Digital Signal Level" is one of several transmission rates in the
time-division multiplex hierarchy.
2.2.18.1 "Digital Signal Level 0" (DS-0) is the 64 Kbps zero-level
signal in the time-division multiplex hierarchy.
2.2.18.2 "Digital Signal Level l" (DS-1) is the 1.544 Mbps
first-level signal in the time-division multiplex hierarchy.
2.2.18.3 "Digital Signal Level 3" (DS-3) is the 44. 736 Mbps
third-level signal in the time-division multiplex hierarchy.
2.2.19 "Exchange Access" is As Defined in the Act.
2.2.20 "Exchange Area" means an area, defined by the Commission, for
which a distinct local rate schedule is in effect.
2.2.21 "Exchange Service" means Telephone Exchange Service, As Defined
in the Act.
2.2.22 "FCC" means the Federal Communications Commission.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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2.2.23 "Feature Group D" (FG-D) is access available to all customers,
providing trunk side access to a Party's End Office Switches with an
associated uniform l O 1 XXXX access code for customer's use in
originating and terminating communications.
2.2.24 "Fiber Meet" means an Interconnection architecture method whereby
the Parties physically interconnect their networks via an optical fiber
interface (as opposed to an electrical interface) at a mutually agreed
upon location, at which one Party's responsibility or service begins
and the other Party's responsibility ends.
2.2.25 "Governmental Authority" means any federal, state, local, foreign ,
or international court, government, department, commission, board,
bureau, agency, official, or other regulatory, administrative,
legislative, or judicial authority with jurisdiction over the subject
matter at issue.
2.2.26 "Incumbent Local Exchange Carrier" (ILEC) is As Defined in the
Act.
2.2.27 "Indirect Interconnection" provides for network interconnection
between the Parties through a third party tandem provider performing
a transit function.
2.2.28 "Integrated Services Digital Network" (ISDN) means a switched
network service that provides end-to-end digital connectivity for the
simultaneous transmission of voice and data.
2.2.29 "Intellectual Property" means copyrights, patents, trademarks, trade
secrets, mask works and all other intellectual property rights.
2.2.30 "Interconnected VoIP Provider" or "IVP" is an entity that provides
interconnected VoIP service, as that term is defined in 4 7 CFR §9 .3
and that obtains numbering resources as described in the VoIP
Numbering Order.
2.2.31 "Interconnection" is As Defined in the Act.
2.2.32 "Interconnection Activation Date" is the date that the construction
of the joint facility Interconnection arrangement has been completed,
trunk groups have been established, joint trunk testing is completed
and trunks have been mutually accepted by the Parties.
2.2.33 "lnterexchange Carrier" (IXC) means a carrier that provides,
directly or indirectly, inter LAT A or intraLA TA Telephone Toll
Services.
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2.2.34 "lnterLATA" is As Defined in the Act.
Interconnection Agreement
General Terms and Conditions
2.2.35 "Internet Service Provider" (ISP) is an Enhanced Service Provider
that provides Internet Services and is defined in paragraph 341 of the
FCC's First Report and Order in CC Docket No. 97-158.
2.2.36 "lntraLATA Toll Traffic" means calls placed between two locations
within one LAT A where one of the locations I ies outside of the normal
local calling area as defined by the applicable Commission.
2.2.37 "Line Information Data Base" (LIDB) means a transaction-oriented
database system that functions as a centralized repository for data
storage and retrieval. LIDB is accessible through CCS networks.
LIDB contains records associated with End User line numbers and
special billing numbers. LIDB accepts queries from other network
elements and provides return result, return error, and return reject
responses as appropriate. Examples of information that Data Owners
might store in LIDB and in their Line Records are: ABS Validation
Data, Originating Line Number Screening (OLNS) data, ZIP Code
data, and Calling Name Information.
2.2.38 "Line Record" means information in LIDB and/or the LIDB
administrative system that is specific to a single telephone number or
Special Billing Number.
2.2.39 "Local Access Transport Area" (LAT A) is As Defined in the Act.
2.2.40 "Local Traffic", for purposes of intercarrier compensation, is
Telecommunications traffic originated by a End User Customer of one
Party in an exchange on that Party's network, or the network of a
Party's Interconnected VoIP Provider, and terminated to an End User
Customer of the other Party on that other Party's network, or the
network of a Party's Interconnected VoIP Provider, located within the
same exchange or other non-optional extended local calling area
associated with the originating customer's exchange as defined by
TDS TELECOM's applicable local exchange tariff (1) traffic that does
not originate and terminate within the same TDS TELECOM local
calling area as such local calling area is defined by TDS TELECOM's
applicable local exchange tariff; (2) Toll Traffic, including, but not
limited to, calls originated on a 1 + presubscription basis, or on a casual
dialed (10XXX/101XXXX) basis; 3) optional extended local calling
area traffic; (4) special access, private line, Frame Relay, ATM, or any
other traffic that is not switched by the terminating Party; or, (5)
Tandem Transit Traffic.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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2.2.41 "Local Exchange Carrier" (LEC) is As Defined in the Act.
2.2.42 "Local Exchange Routing Guide" (LERG) is a Telcordia Reference
document used by Telecommunications Carriers to identify NPA­
NXX routing and homing information as well as equipment
designations.
2.2.43 "Local Number Portability" (LNP) means the ability of users of
Telecommunications Services to retain, at the same location, the
presence of a previously existing telephone number(s) when switching
from one Telecommunications Carrier to another.
2.2.44 "Location Routing Number" (LRN) is a ten (I 0) digit number that is
assigned to the network switching elements (Central Office -Host and
Remotes as required) for the routing of calls in the network. The first
six (6) digits of the LRN will be one of the assigned NPA NXX of the
switching element. The purpose and functionality of the last four (4)
digits of the LRN have not yet been defined but are passed across the
network to the terminating switch.
2.2.45 "Loss" or "Losses" means any and all actual, proven losses, costs
(including court costs), claims, damages (including fines, penalties,
and criminal or civil judgments and settlements), injuries, liabilities
and expenses (including reasonable attorneys' fees).
2.2.46 "Meet-Point Billing" (MPB) refers to the billing associated with
interconnection of facilities between two or more LECs for the routing
of traffic to and from an IXC with which one of the LECs does not
have a direct connection. In a multi-bill environment, each Party bills
the appropriate tariffed rate for its portion of a jointly provided
Switched Exchange Access Service.
2.2.47 "Multiple Bill/Single Tariff' is the meet-point billing method where
each LEC prepares and renders its own meet point bill to the IXC in
accordance with its own tariff for that portion of the jointly provided
Switched Access Service which that LEC provides. The MECAB
documents refer to this method as Multiple Bill/reflecting a single
tariff (MM).
2.2.48 "Mutual Compensation" is the compensation agreed upon by the
Parties for those "Local Calls" that originate on one network and
terminate on the other network.
2.2.49 "North American Numbering Plan" (NANP) A numbering
architecture in which every station in the NANP Area is identified by a
unique ten-digit address consisting of a three-digit NPA code, a three-
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Interconnection Agreement
General Terms and Conditions
digit central office code of the form NXX, and a four-digit line number
of the form XXXX.
2.2.50 "Number Portability" is As Defined in the Act.
2.2.51 "Numbering Plan Area" (NPA) also called area code. An NPA is
the 3-digit code that occupies the A, B, C positions in the 10-digit
NANP format that applies throughout the NANP Area. NPAs are of
the form NXX, where N represents the digits 2-9 and X represents any
digit 0-9. In the NANP, NPAs are classified as either geographic or
non-geographic. a) Geographic NPAs are NPAs that correspond to
discrete geographic areas within the NANP Area. b) Non-geographic
NP As are NP As that do not correspond to discrete geographic areas,
but which are instead assigned for services with attributes,
functionalities, or requirements that transcend specific geographic
boundaries. The common examples are NPAs in the N00 format, e.g.,
800.
2.2.52 "NXX" or "Central Office Code" is the three-digit switch entity
indicator that is defined by the fourth through sixth digits of a I 0-digit
telephone number within the NANP. Each NXX Code contains
10,000 station numbers.
2.2.53 "Ordering and Billing Forum" (OBF) is a forum comprised of local
telephone companies and inter-exchange carriers whose responsibility
is to create and document Telecommunication industry guidelines and
standards.
2.2.54 "Party" means either LEVEL 3 or TDS TELECOM that is a party to
this Agreement. "Parties" means both LEVEL 3 and TDS
TELECOM.
2.2.55 "Point of Interconnection" (POI) is a physical location at which the
Parties' networks meet for the purpose of establishing Interconnection.
POis include a number of different technologies and technical
interfaces based on the Parties' mutual agreement.
2.2.56 "Rate Center" means the specific geographic point that has been
designated by a given LEC as being associated with a particular NPA­
NXX code that has been assigned to the LEC for its provision of
Telephone Exchange Service. The Rate Center is the finite geographic
point identified by a specific vertical and horizontal (V &H)
coordinate, which is used by that LEC to measure, for billing purposes,
distance sensitive transmission services associated with the specific
Rate Center.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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2.2.57 "Rating Point" means the V &H coordinates associated with a
particular telephone number for rating purposes.
2.2.58 "Referral Announcement" means a process by which calls are routed
to an announcement that states the new telephone number of an End
User.
2.2.59 Signaling Transport Signal level (STS-n) is an electrical signal that
is converted to or from SONET's optically based signal. Level 1 is
51.84 Mb/s or the electrical equivalent to OC-1 optical signal, level 2
is 155.52 Mb/s or the electrical equivalent to OC-3.
2.2.60 "Signaling System 7" (SS7) means a signaling protocol used by the
CCS Network.
2.2.61 "Switched Exchange Access Service" means the offering of
transmission or switching services to Telecommunications Carriers for
the purpose of the origination or termination of telephone toll service.
Switched Exchange Access Services include: Feature Group A,
Feature Group B, Feature Group D, 8XX access, and 9XX access and
their successors or similar Switched Exchange Access Services.
2.2.62 "Synchronous Optical Network" (SONET) is an optical interface
standard that allows inter-networking of transmission products from
multiple vendors. The base rate is 51.84 Mbps ("OC-1 /STS-1 ") and
higher rates are direct multiples of the base rate, up to 13.22 Gbps.
2.2.63 "Tandem Transit Traffic" is defined as local traffic originating or
terminating on one Party's network that is switched and/or transported
by the other Party and delivered to or from the network of a third
party. Wholesale Traffic is not considered to be Tandem Transit
Traffic. For purposes of this Agreement, Tandem Transit Traffic does
not include overflow traffic between the Parties that is routed through
a third-party tandem provider.
2.2.64 "Telecommunications" is As Defined in the Act.
2.2.65 "Telecommunications Carrier" is As Defined in the Act.
2.2.66 "Telecommunications Service" is As Defined in the Act.
2.2.67 "Telephone Exchange Service" is As Defined in the Act.
2.2.68 "Telephone Toll Service" is As Defined in the Act.
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2.2.69 "Trunk" means a communication line between two switching
systems.
2.2.70 "Wholesale Traffic" is traffic that begins or ends on the network of a
wholesale telecommunications service provider that is not a party to
the Agreement. Wholesale traffic carried on Level 3 network for a
wholesale customer of Level 3 is to be treated as if it originated or
terminated by Level 3 and Level 3 will be responsible for any access
charges associated with the wholesale traffic.
2.2.71 "Wire Center" is the location of one or more local switching systems.
A point at which End User's loops within a defined geographic area
converge. Such local loops may be served by one (1) or more Central
Office Switches within such premises.
2.3 Unless the context clearly indicates otherwise, any term defined or used in the
singular will include the plural. The words "include," "includes," and "including"
shall be deemed to be followed by the phrase "without limitation" and/or "but not
limited to." The words "will" and "shall" are used interchangeably throughout
this Agreement and the use of either connotes a mandatory requirement. The use
of one or the other will not mean a different degree of right or obligation for either
Party.
2.4 Capitalized terms defined in this Section shall have the meanings as set forth in
this Agreement. Other terms used but not defined will have the meanings
ascribed to them in the Act or in the Rules and Regulations of the FCC or the
Commission. The Parties acknowledge that other terms appear in this Agreement,
which are not defined or ascribed as stated above. The Parties agree that any such
terms shall be construed in accordance with their customary usage in the
telecommunications industry as of the Effective Date of this Agreement.
3. EFFECTIVE DATE
3.1 This Agreement becomes effective ("Effective Date") as indicated above and
shall be filed for approval by the Commission under Section 252(e) of the Act.
4. INTERVENING LAW
4.1 The Parties acknowledge that the respective rights and obligations of each Party
as set forth in this Agreement are based upon the Act and the rules and regulations
promulgated thereunder by the FCC and the Commission as of the Effective Date
("Applicable Rules"). In the event of any amendment of the Act, any effective
legislative action or any effective regulatory or judicial order, rule, regulation,
arbitration award, dispute resolution procedures under this Agreement or other
legal action purporting to apply the provisions of the Act to the Parties or in
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
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which the court, FCC or the Commission makes a generic determination that is
generally applicable which revises, modifies or reverses the Applicable Rules
(individually, "Amended Rules"), either Party may, by providing written notice to
the other Party, require that the affected provisions of this Agreement be
renegotiated in good faith and this Agreement shall be amended accordingly to
reflect the pricing, terms and conditions of each such Amended Rules relating to
any of the provisions in this Agreement. If negotiations fail, disputes between the
Parties concerning the interpretation of the actions required or provisions affected
by such governmental actions shall be resolved pursuant to the dispute resolution
process provided for in this Agreement. The Parties further acknowledge and
agree that by executing this Agreement, neither Party waives any of its rights,
remedies, or arguments with respect to such decisions and any remand thereof,
including its right to seek legal review or a stay pending appeal of such decisions
or its rights under this Intervening Law paragraph.
5. TERM OF AGREEMENT
5.1 This Agreement will become effective as of the Effective Date stated above, and
unless terminated earlier in accordance with the terms hereof, shall continue in
effect for one (1) year (the "Initial Term"), and thereafter the Agreement shall
continue in force and effect on a year to year basis ("Term") unless and until
terminated as provided herein.
5.2 Notwithstanding any other provision of this Agreement, either Party (the
"Terminating Party") may terminate this Agreement and the provision of any
Interconnection, functions, facilities, products or services provided pursuant to
this Agreement in the event that the other Party fails to perform a material
obligation or breaches a material term of this Agreement and the other Party (i)
fails to cure such nonperformance or breach within forty-five (45) calendar days
after receiving written notice thereof pursuant to this Section 5.2; and (ii) has not
commenced a dispute regarding the subject of the breach pursuant to Section
16.2.1 within the same forty-five ( 45) calendar days; and (iii) fails to obtain and
provide to the Terminating Party within that same forty-five (45) calendar days an
Order by the Commission prohibiting or delaying such termination. Any
termination pursuant to this Section 5.2 shall take effect immediately upon
delivery of written notice by the Terminating Party to the other Party that it is
effecting termination pursuant to this Section 5.2 and that conditions (i) and (ii)
above pertain.
5.3 LEVEL 3 may terminate this Agreement at any time in whole or in part for any
reason by providing written notice to TDS TELECOM of its intention to
terminate without any obligation to renegotiate a new agreement, such written
notice to be received at least ninety (90) days in advance of the date of
termination. LEVEL 3 shall have no liability to TDS TELECOM for termination
of this Agreement pursuant to this Section 5.3 other than its obligations under
Sections 5.4 and 5.5. Either Party may terminate this Agreement by providing at
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least one hundred eighty (180) days' notice prior to the expiration of the Initial
Term or any subsequent Term.
5.4 Upon termination or expiration of this Agreement in accordance with Sections 5.2
or 5.3:
5.4. 1 Each Party shall continue to comply with its obligations set forth in
Section 44; and
5.4.2 Each Party shall promptly pay all amounts owed under this Agreement
or follow the procedures for billing disputes as set forth herein.
5.4.3 Each Party's confidentiality obligations shall survive; and
5.4.4 Each Party 's indemnification obligations shall survive.
5.5 In the event of termination of this Agreement pursuant to Section 5.3, TDS
TELECOM and LEVEL 3 shall cooperate in good faith to affect an orderly
transition of service under this Agreement; provided that LEVEL 3 shall be solely
responsible (from a financial, operational and administrative standpoint) to ensure
that its End Users have been transitioned to a new LEC by the expiration date or
termination date of this Agreement.
5.6 If either Party seeks to renegotiate this Agreement, unless otherwise agreed by the
Parties, it must provide written notice thereof to the other Party at least ninety
(90) days prior to the end of the Initial Term or any subsequent Term. Any such
request shall be deemed by both Parties to be a good faith request for
Interconnection pursuant to Section 252 of the Act (or any successor provision),
regardless of which Party made such request. If the Parties do not execute a new
interconnection agreement within the respective periods set under the Act, either
Party may exercise its applicable rights under the Act.
5.7 If either Party requests renegotiation of this Agreement pursuant to Section 5.6
above, the rates, terms and conditions of this Agreement shall continue in full
force and effect until the effective date of its successor agreement, whether such
successor agreement is established via negotiation, arbitration or pursuant to
Section 252(i) of the Act; provided, however, when a successor agreement
becomes effective, the terms, rates and charges of such successor Agreement shall
apply retroactively back to the date this Agreement is terminated or expires,
whichever is later, and that the retro-active true-up shall be completed within
ninety (90) calendar days following the effective date of such successor
Agreement.
5.8 Termination of the Agreement does not release either Party from prior liability.
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6. ASSIGNMENT
6.1 Neither Party hereto may assign or otherwise transfer its rights or obligations
under this Agreement, except with the prior written consent of the other Party
hereto, which consent will not be unreasonably withheld; provided, that either
party may assign its rights and delegate its benefits, duties and obligations under
this Agreement without the consent of the other to a one hundred per cent
(100%) owned subsidiary, or to a parent or affiliate of such Party provided the
assignor shall remain liable for all liabilities and obligations under the Agreement.
Nothing in this Section is intended to impair the right of either Party to utilize
subcontractors.
6.2 Each Party will notify the other in writing not less than sixty (60) days in advance
of anticipated assignment.
7. DELEGATION TO AFFILIATE
7.1 Each Party may, without the consent of the other Party, fulfill its obligations
under this Agreement by itself or may cause its Affiliate(s) to take some or all of
such actions to fulfill such obligations. Upon such delegation, the Affiliate shall
become a primary obligor hereunder with respect to the delegated matter, but such
delegation shall not relieve the delegating Party of its obligations as co-obligor
hereunder. Any Party which elects to perform its obligations through an Affiliate
shall cause its Affiliate to take all action necessary for the performance of such
Party's obligations hereunder. Each Party represents and warrants that if an
obligation under this Agreement is to be performed by an Affiliate, such Party has
the authority to cause such Affiliate to perform such obligation and such Affiliate
will have the licensure, certification, and all other legal authority required to
accomplish the delegated performance.
8. CONFIDENTIALITY AND PROPRIETARY INFORMATION
8.1 For the purposes of this Agreement, "Proprietary Information" means confidential
or proprietary technical or business information given by one Party ("the
Disclosing Party") or its agent, employee, representative or Affiliate to the other
("the Receiving Party") in connection with this Agreement, during negotiations
and the term of this Agreement:
8.1.1 In written, graphic, electromagnetic, or other tangible form and
marked at the time of delivery as "Confidential" or "Proprietary"
however, regardless of whether so marked, any non-public information
which, because of legends or other markings, the circumstances of
disclosure or the information itself, is otherwise reasonably understood
by the Receiving Party to be proprietary and confidential to the
Disclosing Party, shall be deemed to be Proprietary Information; or
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8.1.2 Any portion of any notes, analyses, data, compilations, studies,
interpretations or other documents prepared by any Receiving Party to
the extent the same contain, reflect, are derived from, or are based
upon, any of the information described in this Section 8, unless such
information contained or reflected in such notes, analyses, etc. is so
commingled with the Receiving Party's information that disclosure
could not possibly disclose the underlying proprietary or confidential
information (such portions of such notes, analyses, etc. referred to
herein as "Derivative Information").
8.2 Proprietary Information Shall be Held in Confidence
8.2.1 Each Receiving Party agrees that:
8.2.1.1 all Proprietary Information communicated to it or any of its agents,
attorneys, employees, representatives and Affiliates in connection
with this Agreement shall be held in confidence to the same extent
as such Receiving Party holds its own confidential information of
like importance; provided that such Receiving Party and its agents,
attorneys, employees, representatives and Affiliates shall not use
less than a reasonable standard of care in maintaining the
confidentiality of such information;
8.2.1.2 it will not, and it will not permit any of its agents, attorneys,
employees, representatives, and Affiliates to disclose such
Proprietary Information to any Third Party;
8.2.1.3 it will disclose Proprietary Information only to those of its agents,
attorneys, employees, representatives, and Affiliates who have a
need for it in connection with the use or provision of any services
required to fulfill this Agreement; and
8.2.1.4 it will, and will cause each of its agents, attorneys, employees,
representatives, and Affiliates, to use such Proprietary Information
only to perform its obligations under this Agreement or to use
services provided by the Disclosing Party hereunder and for no
other purpose, including its own marketing purposes.
8.2.2 A Receiving Party may disclose Proprietary Information of a
Disclosing Party to the Receiving Party's agents, attorneys, employees,
representatives and Affiliates who need to know such information to
perform their obligations under this Agreement; provided that before
disclosing any Proprietary Information to any agent, employee,
representative or Affiliate, the Receiving Party shall notify such agent,
employee, representative or Affiliate of such Party's obligation to
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comply with this Agreement. Each Receiving Party making such
disclosure shall notify the Disclosing Party as soon as possible if it has
knowledge of a breach of this Agreement in any material respect.
8.2.3 Proprietary Information shall not be reproduced by any Receiving
Party in any form except to the extent (i) necessary to comply with the
provisions of Section 8.5 and (ii) reasonably necessary to perform its
obligations under this Agreement.
8.3 Unless otherwise agreed, the obligations of confidentiality and non-use set forth
in this Agreement do not apply to such Proprietary Information that:
8.4
8.3.1 Was at the time of receipt, already known to the Receiving Party, free
of any obligation to keep confidential and evidenced by written
records prepared prior to delivery by the Disclosing Party; or
8.3.2 Is, or becomes publicly known through no wrongful act of the
Receiving Party; or
8.3.3 ls rightfully received from a Third Party having no direct or indirect
secrecy or confidentiality obligation to the Disclosing Party with
respect to such information; provided that such Receiving Party has
exercised commercially reasonable efforts to determine whether such
Third Party has any such obligation; or
8.3.4 Is independently developed by an agent, employee, representative or
Affiliate of the Receiving Party and such Party is not involved in any
manner with the provision of services pursuant to this Agreement and
does not have any direct or indirect access to the Proprietary
Information; or
8.3.5 Is disclosed to a Third Party by the Disclosing Party without similar
restrictions on such Third Party's rights; or
8.3.6 Is approved for release by written authorization of the Disclosing
Party, but only to the extent of the authorization granted; or
8.3.7 Is required to be made public by the Receiving Party pursuant to
Applicable Law or regulation, provided that such production or
disclosure shall have been made in accordance with Section 8.5.
Proposed Disclosure of Proprietary Information to a Governmental Authority
8.4.1 If a Receiving Party desires to disclose or provide to a Commission,
the FCC or any other governmental authority any Proprietary
Information of the Disclosing Party, such Receiving Party shall, prior
to and as a condition of such disclosure, (i) provide the Disclosing
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Party with written notice and the form of such proposed disclosure as
soon as possible but in any event early enough to allow the Disclosing
Party to protect its interests in the Proprietary Information to be
disclosed and (ii) attempt to obtain in accordance with the applicable
procedures of the intended recipient of such Proprietary Information
an appropriate order for protective relief or other reliable assurance
that confidential treatment shall be accorded to such Proprietary
Information.
8.4.2 If a Receiving Party is required by any Governmental Authority or by
Applicable Law to disclose any Proprietary Information, then such
Receiving Party shall provide the Disclosing Party with written notice
of such requirement as soon as possible, and in no event later than five
(5) calendar days after receipt of such requirement, and prior to such
disclosure. Upon receipt of written notice of the requirement to
disclose Proprietary Information, the Disclosing Party at its expense,
may then either seek appropriate protective relief in advance of such
requirement to prevent all or part of such disclosure or waive the
Receiving Party's compliance with this Section 8.4 with respect to all
or part of such requirement.
8.4.3 The Receiving Party shall use all commercially reasonable efforts to
cooperate with the Disclosing Party in attempting to obtain any
protective relief which such Disclosing Party chooses to seek pursuant
to this Section 8.4. In the absence of such relief, if the Receiving Party
is legally compelled to disclose any Proprietary Information, then the
Receiving Party shall exercise all commercially reasonable efforts to
preserve the confidentiality of the Proprietary information, including
cooperating with the Disclosing Party to obtain an appropriate order
for protective relief or other reliable assurance that confidential
treatment will be accorded the Proprietary Information.
8.5 Notwithstanding any of the foregoing, TDS TELECOM and LEVEL 3 shall be
entitled to disclose Proprietary Information on a confidential basis to regulatory
agencies upon request for information as to either TDS TELECOM or LEVEL
3's activities under the Act if TDS TELECOM or LEVEL 3 has provided
reasonable prior written notice to the other Party and obtained an appropriate
order for protective relief or other reliable assurance that confidential treatment
shall be accorded to such Proprietary Information.
8.6 Return of Proprietary Information
8.6.1 All Proprietary Information, other than Derivative Information, shall
remain the property of the Disclosing Party, and all documents or other
tangible media delivered to the Receiving Party that embody such
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Proprietary Information shall be, at the option of the Disclosing Party,
either promptly returned to Disclosing Party or destroyed, except as
otherwise may be required from time to time by Applicable Law (in
which case the use and disclosure of such Proprietary Information will
continue to be subject to this Agreement), upon the earlier of (i) the
date on which the Receiving Party's need for it has expired and (ii) the
expiration or termination of this Agreement.
8.6.2 At the request of the Disclosing Party, any Derivative Information
shall be, at the option of the Receiving Party, either promptly returned
to the Disclosing Party or destroyed, except as otherwise may be
required from time to time by Applicable Law (in which case the use
and disclosure of such Derivative Information will continue to be
subject to this Agreement), upon the earlier of (i) the date on which the
Receiving Party's need for it has expired and (ii) the expiration or
termination of this Agreement.
8.6.3 The Receiving Party may at any time either return the Proprietary
Information to the Disclosing Party or destroy such Proprietary
Information. If the Receiving Party elects to destroy Proprietary
Information, all copies of such information shall be destroyed and
upon the written request of the Disclosing Party, the Receiving Party
shall provide to the Disclosing Party written certification of such
destruction. The destruction or return of Proprietary Information shall
not relieve any Receiving Party of its obligation to continue to treat
such Proprietary Information in the manner required by this
Agreement.
8.7 Notwithstanding any other prov1s1on of this Agreement, the Proprietary
Information provisions of this Agreement shall apply to all Proprietary
Information furnished by either Party to the other in furtherance of the purpose of
this Agreement, even if furnished before the date of this Agreement and each
Party's obligation to safeguard Proprietary Information disclosed prior to
expiration or termination of this Agreement will survive such expiration or
termination for a period of three (3) years, and no longer.
8.8 Pursuant to Section 222(b) of the Act, both Parties agree to limit their use of
Proprietary Information received from the other to the permitted purposes
identified in the Act.
8.9 Each Party has the right to refuse to accept any Proprietary Information under this
Agreement, and nothing in this Section 8 shall obligate either Party to disclose to
the other Party any particular information.
8.10 The Parties agree that an impending or existing violation of any provision of this
Section 8 would cause the Disclosing Party irreparable injury for which it would
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have no adequate remedy at law and agree that Disclosing Party shall be entitled
to obtain immediate injunctive relief prohibiting such violation, in addition to any
other rights and remedies available to it at law or in equity including both specific
performance and monetary damages. In the event of any breach of this Section 8
for which legal or equitable relief is sought, all reasonable attorney's fees and
other reasonable costs associated therewith shall be recoverable by the prevailing
Party.
9. LIABILITY AND INDEMNIFICATION
9. I Limitation of Liabilities
9.1. l Except for indemnity obligations expressly set forth herein or as
otherwise expressly provided in specific appendices, each Party's
liability to the other Party for any Loss relating to or arising out of
such Party's failure to provide Interconnection, functions, facilities,
products or service(s) or in any way related to performance or failure
to perform under this Agreement, including any grossly negligent act
or omission whether in contract, tort or otherwise, including alleged
breaches of this Agreement and causes of action alleged to arise from
allegations that a breach of this Agreement also constitute a violation
of the Act, shall not exceed, in total, the amount the defaulting Party
has charged or would have charged to the other Party for the affected
Interconnection, functions , facilities, products and service(s) that were
not performed or were improperly performed.
9.1.2 Except for losses alleged by an end user of either Party, or except as
otherwise provided in specific appendices, in the case of any loss
alleged by a third party arising due to the gross negligence or willful
misconduct of both Parties, each Party shall bear, and its obligation
under this section shall be limited to, that portion (which may be
mutually agreed to by the Parties) of the resulting expense actually
caused by its own gross negligence or willful misconduct or that of its
agents, servants, contractors, or others acting in aid or concert with it.
9.2 NO CONSEQUENTIAL DAMAGES
9.2.1 NEITHER LEVEL 3 NOR TDS TELECOM WILL BE LIABLE TO
THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL
CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL
DAMAGES SUFFERED BY SUCH OTHER PARTY (INCLUDING
WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS,
LOST REVENUES, LOST SA VIN GS, OR LOST PROFITS
SUFFERED BY SUCH OTHER PARTY), REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY,
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10. REMEDIES
STRICT LIABILITY, OR TORT, INCLUDING WITHOUT
LIMITATION GROSS NEGLIGENCE OF ANY KIND WHETHER
ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THE
PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES
COULD RESULT. EACH PARTY HEREBY RELEASES THE
OTHER PARTY (AND SUCH OTHER PARTY'S SUBSIDIARIES
AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY SUCH
CLAIM. NOTHING CONTAINED IN THIS SECTION WILL
LIMIT TDS TELECOM's OR LEVEL 3's LIABILITY TO THE
OTHER FOR (i) WILLFUL OR INTENTIONAL MISCONDUCT
(INCLUDING GROSS NEGLIGENCE); AND (ii) BODILY
INJURY, DEATH, OR DAMAGE TO TANGIBLE REAL OR
TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED
BY TDS TELECOM 's OR LEVEL 3's NEGLIGENT ACT OR
OMISSION OR THAT OF THEIR RESPECTIVE AGENTS,
SUBCONTRACTORS OR EMPLOYEES, NOR WILL ANYTHING
CONTAINED IN THIS SECTION LIMIT THE PARTIES
INDEMNIFICATION OBLIGATIONS, AS SPECIFIED BELOW.
10.1 Except as otherwise provided in this Agreement, no remedy set forth herein is
intended to be exclusive and each and every remedy shall be cumulative and in
addition to any other rights or remedies now or hereafter existing under
Applicable Law or otherwise.
11. INTELLECTUAL PROPERTY
11.1 Any Intellectual Property originating from or developed by a Party shall remain in
the exclusive ownership of that Party.
12. INDEMNITY
12.1 Except as otherwise expressly provided herein or in specific appendices, and to
the extent not prohibited by Applicable Law and not otherwise controlled by
tariff, each Party (the "Indemnifying Party") shall release, defend and indemnify
the other Party (the "Indemnified Party") and hold such Indemnified Party
harmless against any Loss to a Third Party for damage to tangible personal or
real property and/or bodily injuries to the extent arising out of the gross
negligence or willful misconduct ("Fault") of such Indemnifying Party, its agents,
its End Users, contractors, or others retained by such Parties, in connection with
the Indemnifying Party's provision of Interconnection, functions, facilities,
products and services under this Agreement; provided, however, that (i) with
respect to employees or agents of the Indemnifying Party, such Fault occurs while
performing within the scope of their employment, (ii) with respect to
subcontractors of the Indemnifying Party, such Fault occurs in the course of
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performing duties of the subcontractor under its subcontract with the
Indemnifying Party, and (iii) with respect to the Fault of employees or agents of
such subcontractor, such Fault occurs while performing within the scope of their
employment by the subcontractor with respect to such duties of the subcontractor
under the subcontract.
12.2 The Parties shall indemnify and hold each other harmless from all claims,
demands or suits by their respective End-Users to the extent arising out of any
acts or omissions of the Indemnifying Party or out of the failure of the
Indemnifying Party to perform, or cause to be performed, its obligations under
this Agreement.
12.3 A Party (the "Indemnifying Party") shall defend, indemnify and hold harmless
the other Party ("Indemnified Party") against any Claim or Loss arising from the
Indemnifying Party's use of Interconnection, functions, facilities, products and
services provided under this Agreement involving:
12.3.1 Any Claim or Loss arising from such Indemnifying Party's use of
Interconnection, functions, facilities, products and services offered
under this Agreement, involving any Claim for libel, slander, invasion
of privacy, or infringement of Intellectual Property rights arising from
the Indemnifying Party's or its End User's use.
12.3.2 The foregoing includes any Claims or Losses arising from disclosure
of any End User-specific information associated with either the
originating or terminating numbers used to provision Interconnection,
functions, facilities, products or services provided hereunder and all
other Claims arising out of any act or omission of the End User in the
course of using any Interconnection, functions, facilities, products or
services provided pursuant to this Agreement.
12.3.3 The foregoing includes any Losses arising from Claims for actual or
alleged infringement of any Intellectual Property right of a Third Party
to the extent that such Loss arises from an Indemnifying Party's or an
Indemnifying Party's End User's use of Interconnection, functions,
facilities , products or services provided under this Agreement;
provided, however, that an Indemnifying Party's obligation to defend
and indemnify the Indemnified Party shall not apply:
12.3.3.1 where an Indemnified Party or its End User modifies
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12.3.3.2 no infringement would have occurred without such
modification.
12.4 Consistent with and subject to the waiver of subrogation set forth under Section
26.6.2, LEVEL 3 shall reimburse TDS TELECOM for damages to TDS
TELECOM's facilities utilized to provide Interconnection hereunder caused by
the gross negligence or willful act of LEVEL 3, its agents or subcontractors or
LEVEL 3's End User or resulting from LEVEL 3's improper use of TDS
TELECOM's facilities, or due to malfunction of any facilities, functions ,
products, services or equipment provided by LEVEL 3, its agents or
subcontractors or LEVEL 3's End User. Upon reimbursement for damages, TDS
TELECOM will cooperate with LEVEL 3 in prosecuting a claim against the
person causing such damage. LEVEL 3 shall be subrogated to the right of
recovery by TDS TELECOM for the damages to the extent of such payment.
12.5 Consistent with and subject to the waiver of subrogation set forth under Section
26.6.2, TDS TELECOM shall reimburse LEVEL 3 for damages to LEVEL 3's
facilities utilized to provide or access Interconnection hereunder caused by the
gross negligence or willful act of TDS TELECOM, its agents or subcontractors or
End User or resulting from TDS TELECOM's improper use of LEVEL 3's
facilities, or due to malfunction of any facilities, functions, products, services or
equipment provided by TDS TELECOM, its agents or subcontractors or TDS
TELECOM's End User. Upon reimbursement for damages, LEVEL 3 will
cooperate with TDS TELECOM in prosecuting a claim against the person causing
such damage. TDS TELECOM shall be subrogated to the right of recovery by
LEVEL 3 for the damages to the extent of such payment.
12.6 Obligation to Defend; Notice; Cooperation
12.6.1 Should a Claim arise for indemnification under this Section, the
relevant Indemnified Party, as appropriate, will promptly notify the
Indemnifying Party and request in writing the Indemnifying Party to
defend the same. Failure to so notify the Indemnifying Party will not
relieve the Indemnifying Party of any liability that the Indemnifying
Party might have, except to the extent that such failure prejudices the
Indemnifying Party's ability to defend such Claim. The Indemnifying
Party will have the right to defend against such liability or assertion in
which event the Indemnifying Party will give written notice to the
Indemnified Party of acceptance of the defense of such Claim and the
identity of counsel selected by the Indemnifying Party. Selection of
counsel shall be subject to the reasonable approval of the Indemnified
Party.
12.6.2 Until such time as Indemnifying Party provides written notice of
acceptance of the defense of such claim, the Indemnified Party shall
defend such claim, at the expense of the Indemnifying Party, subject to
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any right of the Indemnifying Party to seek reimbursement for the
costs of such defense in the event that it is determined that
Indemnifying Party had no obligation to indemnify the Indemnified
Party for such claim.
12.6.3 Upon accepting the defense, the Indemnifying Party shall have
exclusive right to control and conduct the defense and settlement of
any such claims, subject to consultation with the Indemnified Party.
So long as the Indemnifying Party is controlling and conducting the
defense, the Indemnifying Party shall not be liable for any settlement
by the Indemnified Party unless such Indemnifying Party has approved
such settlement in advance and agrees to be bound by the agreement
incorporating such settlement.
12.6.4 The Indemnifying Party shall keep the Indemnified Party reasonably
and timely apprised of the status of the claim. The Indemnified Party
shall have the right to retain its own counsel, at its expense, and
participate in but not direct the defense.
12.7 At any time, an Indemnified Party will have the right to refuse such compromise
or settlement and, at the refusing Party's cost, to take over such defense, provided
that in such event the Indemnifying Party will not be responsible for, nor will it be
obligated to indemnify the refusing Party against any cost or liability in excess of
such refused compromise or settlement.
12.8 In the event the Indemnifying Party does not accept the defense of any
indemnified Claim as provided above, the Indemnified Party will have the right to
employ counsel for such defense at the expense of the Indemnifying Party unless
it is determined that Indemnifying Party had no obligation to indemnify the
Indemnified Party for such claim.
12.9 Each Party agrees to cooperate and to cause its employees and agents to cooperate
with the other Party in the defense of any such Claim and the relevant records of
each Party shall be available to the other Party with respect to any such defense,
subject to the restrictions and limitations set forth in Section 8.
13. OSHA STATEMENT
13 .1 Each Party agrees to abide by and to undertake the duty of comp I iance with all
applicable federal, state and local laws and regulations relating to occupational
safety and health and to indemnify and hold the other Party harmless for any
judgments, citations, fines, or other penalties which are assessed against the
indemnified Party as the direct and proximate result of the indemnifying Party's
failure to comply with any of the foregoing occupational safety and health laws
and regulations.
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14. DEPOSITS
14.1 The Parties will, in order to safeguard their interests, only require the billed Party
which has a proven history of late payments, defined as two consecutive late
payments within a twelve (12) month period, or does not have established credit
to make a deposit, prior to or at any time after the provision of service, to be held
by the billing Party as a guarantee of the payment of rates and charges. Should it
be necessary to require a deposit, it will be in the form of an unconditional,
irrevocable standby letter of credit. No such deposit will be required of the billed
Party which is a successor of a company which has established credit and has no
history of late payments to the billing Party. Such deposit may not exceed the
actual or estimated rates and charges for the service for a two-month period. The
fact that a deposit has been made in no way relieves the billed Party from
complying with the billing Party's regulations as to the prompt payment of bills.
At such time as the provision of the service to the billed Party is terminated, the
amount of the deposit, plus any interest accrued on a cash deposit pursuant to
Section 14.2 below, will be credited to the billed Party's account and any credit
balance which may remain will be refunded.
14.2 Such a deposit will be refunded or credited to the billed Party's account when the
billed Party has established credit or, in any event, after the billed Party has
established a one-year prompt payment record at any time prior to the termination
of the provision of the service to the billed Party. In the case of a cash deposit, for
the period the deposit is held by the billing Party, the billed Party will receive
simple interest at the lower of: the rate of 1 % per month (12% annually) or the
highest rate allowed by applicable law. The rate will be calculated from the date
the billed Party's deposit is received by the billing Party up to and including the
date such deposit is credited to the billed Party's account or the date the deposit is
refunded by the billing Party. Should a deposit be credited to the billed Party's
account, as indicated above, no interest will accrue on the deposit from the date
such deposit is credited to the customer's account.
15. BILLING AND PAYMENT OF RATES AND CHARGES
15.1 Unless otherwise stated, each Party will render monthly bill(s) to the other for
Interconnection, functions, facilities, products and services provided hereunder at
the rates set forth in the applicable Appendix Pricing, as set forth in applicable
tariffs or other documents specifically referenced herein and, as applicable, as
agreed upon by the Parties or authorized by a Party.
15.1.1 Remittance in full of all undisputed amounts rendered by TDS
TELECOM is due within thirty (30) calendar days of each bill date
(the "Bill Due Date").
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Interconnection Agreement
General Terms and Conditions
15.1.2 Remittance in full of all undisputed amounts rendered by LEVEL 3 is
due within thirty (30) calendar days of each bill date (the "Bill Due
Date").
15 .1.3 If either Party fails to remit payment for any undisputed charges for
services by the Bill Due Date, or if a payment or any portion of a
payment is received after the Bill Due Date, or if a payment or any
portion of a payment is received in funds which are not immediately
available as of the Bill Due Date (individually and collectively, "Past
Due"), then a late payment charge shall be assessed as provided m
Section 15.1.3.1 as applicable.
15.1.3.1 If any undisputed charge incurred under this Agreement is
Past Due, the unpaid amounts shall accrue interest from the Bill
Due Date at the lesser of (i) one and one half percent ( 1 ½ % ) per
month and (ii) the highest rate of interest that may be charged
under Applicable Law, to and including the date that the payment
is actually made and available.
15.2 If 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 "Non-Paying Party") shall give written notice to the Billing Party of the
amounts it disputes ("Disputed Amounts") and include in such written notice the
specific details and reasons for disputing each item listed in Section 16.3.1.1. The
Non-Paying Party shall pay when due all undisputed amounts to the Billing Party.
15.3 Issues related to Disputed Amounts shall be resolved in accordance with the
procedures identified in the Dispute Resolution provisions set forth in Section 16.
15.4 If the Non-Paying Party disputes any charges and any portion of the dispute is
resolved in favor of such Non-Paying Party, the Parties shall cooperate to ensure
that all of the following actions are taken:
15.4.1 the Billing Party shall credit the invoice of the Non-Paying Party for
that portion of the Disputed Amounts resolved in favor of the Non­
Paying Party, together with any Late Payment Charges assessed with
respect thereto no later than the second Bill Due Date after the
resolution of the Dispute; and
15 .4.2 no later than the third Bill Due Date after the resolution of the dispute
regarding the Disputed Amounts, the Non-Paying Party shall pay the
Billing Party for that portion of the Disputed Amounts resolved in
favor of the Billing Party, together with any Late Payment Charges
such Billing Party is entitled to receive pursuant to this Section.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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15.5 Failure by the Non-Paying Party to pay any charges determined by final non­
appealable order resulting from the dispute resolution process to be owed to the
Billing Party within the time specified in the order or if no time is specified, then
within the time set forth in Section 15.4.2 shall be grounds for termination of this
Agreement.
15 .6 If either Party requests one or more additional copies of a bill, the requesting
Party will pay the Billing Party a reasonable fee for each additional copy, unless
such copy was requested due to failure in delivery of the original bill or
correction(s) to the original bill.
15.7 There is no waiver of Parties' right to present claims within the applicable
state, or federal statute, including, but not limited to, 4 7 USC 415.
16. DISPUTE RESOLUTION
16.1 Finality of Disputes
16.1.1 Except as otherwise specifically provided in this Agreement, no claims
will be brought for disputes arising from this Agreement more than
twenty-four (24) months from the date the occurrence which gives rise to
the dispute is discovered or reasonably should have been discovered with
the exercise of due care and attention.
16.1.2 The Parties desire to resolve disputes arising out of this Agreement
without litigation. Accordingly, except for action seeking a temporary
restraining order or an injunction related to the purposes of this
Agreement, or suit to compel compliance with this Dispute Resolution
process, the Parties agree to use the following Dispute Resolution
procedure with respect to any controversy or claim arising out of or
relating to this Agreement or its breach.
16.2 Commencing Dispute Resolution
16.2.1 Dispute Resolution shall commence upon one Party's receipt of written
notice of a controversy or claim arising out of or relating to this
Agreement or its breach. No Party may pursue any claim unless such
written notice has first been given to the other Party. There are three (3)
separate Dispute Resolution methods each of which is described below:
16.2.1.1
16.2.1.2
16.2.1.3
Service Center;
Informal Dispute Resolution; and
Formal Dispute Resolution.
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Interconnection Agreement
General Terms and Conditions
16.3 Service Center Dispute Resolution
16.3. l The following Dispute Resolution procedures will apply with respect to
any billing dispute arising out of or relating to the Agreement.
16.3.1. l If the written notice given pursuant to Section 15.2
discloses that a dispute relates to billing, then the procedures set
forth in this Section 16.3. l shall be used and the dispute shall first
be referred to the appropriate service center for resolution. In
order to resolve a billing dispute, one Party shall furnish the other
Party written notice of (i) the date of the bill in question, (ii) BAN
number of the bill in question, (iii) telephone number, circuit ID
number or trunk number in question, (iv) any USOC information
relating to the item questioned, (v) amount billed, (vi) amount in
question, and (vii) the reason that the Party disputes the billed
amount.
16.3 .1.2 The Parties shall attempt to resolve Disputed Amounts
appearing on current billing statements thirty (30) to sixty (60)
calendar days from the Bill Due Date (provided the disputing Party
furnishes all requisite information and evidence under Section
16.3.1.1 by the Bill Due Date). If not resolved within thirty (30)
calendar days, upon request, the Parties will notify each other of
the status of the dispute and the expected resolution date.
16.3.1.3 The Parties shall attempt to resolve Disputed Amounts
appearing on statements prior to the current billing statement
within thirty (30) to ninety (90) calendar days, but resolution may
take longer depending on the complexity of the dispute. Either
Party may initiate Informal Resolution of Disputes identified in
Section 16.4 prior to initiating Formal Resolution of Disputes
identified in Section 16.5 if the Parties are unable to resolve the
Disputed Amounts.
16.4 Informal Resolution of Disputes
16.4.1 Upon receipt by one Party of notice of a dispute by the other Party
pursuant to Section 16.2 or Section 16.3, each Party will appoint a
knowledgeable, responsible representative to meet and negotiate in good
faith to resolve any dispute arising under this Agreement. The location,
form, frequency, duration, and conclusion of these discussions will be left
to the discretion of the representatives. Upon agreement, the
representatives may utilize other alternative Dispute Resolution
procedures such as mediation to assist in the negotiations. Discussions and
the correspondence among the representatives for purposes of settlement
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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are exempt from discovery and production and will not be admissible in
the arbitration described below or in any lawsuit without the concurrence
of both Parties. Documents identified in or provided with such
communications that were not prepared for purposes of the negotiations
are not so exempted, and, if otherwise admissible, may be admitted in
evidence in the arbitration or lawsuit.
16.5 Formal Resolution of Disputes
16.5.1 Except as otherwise specifically set forth in this Agreement, for all
disputes arising out of or pertaining to this Agreement, including but not
limited to matters not specifically addressed elsewhere in this Agreement
which require clarification, re-negotiation, modifications or additions to
this Agreement, either Party may invoke dispute resolution procedures
available pursuant to the dispute resolution rules, as amended from time to
time, of the Commission or the FCC, as applicable. Also, upon mutual
agreement, the Parties may seek commercial binding arbitration as
specified in Section 16.6.1.
16.5.2 The Parties agree that the Dispute Resolution procedures set forth in this
Agreement are not intended to conflict with applicable requirements of the
Act or the Commission with regard to procedures for the resolution of
disputes arising out of this Agreement.
16.6 Arbitration
16.6.1 When both Parties agree to binding arbitration, disputes will be submitted
to a single arbitrator pursuant to the Commercial Arbitration Rules of the
American Arbitration Association or pursuant to such other provider of
arbitration services or rules as the Parties may agree. The arbitrator shall
be a person knowledgeable in the area of telecommunications. The place
where each separate arbitration will be held will be mutually agreed upon
by the Parties and may include arbitration before the Public Utility
Commission of Idaho. The arbitration hearing will be requested to
commence within sixty (60) days of the demand for arbitration. The
arbitrator will control the scheduling so as to process the matter
expeditiously. The Parties may submit written briefs upon a schedule
determined by the arbitrator. The Parties will request that the arbitrator
rule on the dispute by issuing a written opinion within thirty (30) days
after the close of hearings. The arbitrator has no authority to order
punitive or consequential damages. The times specified in this Section
may be extended or shortened upon mutual agreement of the Parties or by
the arbitrator upon a showing of good cause. Each Party will bear its own
costs of these procedures. The Parties will equally split the fees of the
arbitration and the arbitrator. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.
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17. TERMINATION OF SERVICE
Interconnection Agreement
General Terms and Conditions
17.1 Unless otherwise specified therein, Sections 17.1 , 17.2, 17.3, and 17.4 shall apply
to all charges billed for all products and services furnished under this Agreement.
17.2 Failure of either Party to pay charges or, by the billed due date, provide
reasonably specific notice of any disputed charges, (Unpaid Charges), may be
grounds for disconnection of Interconnection, functions, facilities, products and
services furnished under this Agreement. If either Party fails to pay by the Bill
Due Date, any and all undisputed charges billed under this Agreement, including
any Late Payment Charges as provided for in Section 15.1.3 or miscellaneous
charges ("Unpaid Charges"), and any portion of such Unpaid Charges remain
unpaid after the Bill Due Date, the Billing Party shall notify the Non-Paying Party
in writing that in order to avoid disruption or disconnection of the applicable
Interconnection, functions, facilities, products and services furnished under this
Agreement, the Non-Paying Party must remit all undisputed Unpaid Charges to
the Billing Party.
17.3 Disputes hereunder will be resolved in accordance with the Dispute Resolution
Procedures set out in Section 16 of this Agreement.
17.4 If any undisputed charges remain unpaid at the conclusion of the time period as
set forth in Section 15.1.1 above (thirty (30) calendar days from the due date of
such unpaid charges), the Billing Party will notify the Non-Paying Party and the
appropriate commission(s) in writing, that unless all charges are paid within thirty
(30) calendar days, all services rendered to the Non-Paying Party by the Billing
Party may be disconnected.
17 .5 In the event the Billing Party discontinues service to the Non-Paying Party upon
failure to pay undisputed charges only as provided in this section, the Billing
Party will have no liability to the Non-Paying Party in the event of such
disconnection.
17 .6 After disconnect procedures have begun, the Billing Party will not accept service
orders from the Non-Paying Party until all unpaid, undisputed charges are paid.
The Billing Party will have the right to require a deposit pursuant to Section 14
prior to resuming service to the Non-Paying Party after disconnect for
nonpayment.
17.7 Beyond the specifically set out limitations in this section, nothing herein will be
interpreted to obligate the Billing Party to continue to provide service to any such
end users of the Non-Paying Party or to limit any and all disconnection rights the
Billing Party may have with regard to such end users.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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17.8 If the Non-Paying Party desires to dispute any portion of the Unpaid Charges, the
Non-Paying Party shall take all of the following actions not later than fourteen
( 14) calendar days following receipt of notice of Unpaid Charges:
17.8.1 Non-Paying Party shall notify the Billing Party in writing which portion(s)
of the Unpaid Charges the Non-Paying Party disputes, including the total
amount disputed ("Disputed Amounts") and the specific details listed in
Section 16.3.1 of this Agreement, together with the reasons for its dispute;
and
17.8.2 The Non-Paying Party shall immediately pay all undisputed Unpaid
Charges.
18. NOTICES
18.1 In the event any notices are required to be sent under the terms of this Agreement,
they may be sent by mail, registered with return receipt requested, , and are
deemed to have been given on the date received. Notice may also be
accomplished by personal delivery or by overnight courier and will be effective
upon receipt. Notice may also be provided by electronic mail or facsimile, which
will be effective on the next business day following the date of transmission;
provided, however, notices to a Party's 24-hour maintenance contact number will
be by telephone and/or facsimile and will be deemed to have been received on the
date transmitted. The Parties will provide the appropriate telephone and facsimile
numbers to each other. Unless otherwise specifically provided in this Agreement,
notice will be directed as follows:
18.2 If to Level 3:
Lumen
Attn: Gary Black
VP -Carrier Relations
931 14th Street (9th FL)
Denver, CO 80202
Email: [e-mail]
With a copy to:
Level 3 Communications, LLC
Attn: Lumen Law Department
C/O Wholesale Interconnection
931 14th Street (9th FL)
Denver, CO 80202
Facsimile: [phone]
Email: [e-mail]
18.3 Ifto TDS TELECOM:
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TDS TELECOM
ATTN: Carrier Relations
525 Junction Road
Madison, WI 53717
Interconnection Agreement
General Terms and Conditions
Email: [e-mail]
With a copy to:
TDS TELECOM
ATTN: Regulatory & Corporate Counsel
P.O. Box 5366
Madison, WI 53705-0366
Fax: [phone]
Email: legal_ team_ [e-mail]
18.4 Either Party may unilaterally change its designated representative and/or address,
telephone contact number or facsimile number for the receipt of notices by giving
written notice to the other Party in compliance with this Section. Any notice to
change the designated contact, address, telephone and/or facsimile number for
receipt of notices will be deemed effective ten (10) calendar days following
receipt by the other Party.
19. TAXES
19.1 With respect to any purchase of service under this Agreement, if any Federal,
state or local government tax, fee , surcharge, or other tax-like charge (a "Tax") is
required or permitted by applicable law, ordinance or tariff to be collected from a
purchasing Party by the providing Party, then (i) the providing Party will bill, as a
separately stated item, the purchasing Party for such Tax, (ii) the purchasing Party
will timely remit such Tax to the providing Party, and (iii) the providing Party
will remit such collected Tax to the applicable taxing authority.
19.2 If the providing Party does not collect a Tax because the purchasing Party asserts
that it is not responsible for the tax, or is otherwise excepted from the obligation
which is later determined by formal action to be wrong then, as between the
providing Party and the purchasing Party, the purchasing Party will be liable for
such uncollected Tax and any interest due and/or penalty assessed on the
uncollected Tax by the applicable taxing authority or governmental entity. The
term "Tax" will not include any tax on either party's corporate existence, status,
or income, corporate property taxes, payroll taxes, or any surcharge or fee to
recover the administrative expenses associated with taxes or regulatory fees.
19 .3 If either Party is audited by a taxing authority or other governmental entity, the
other Party agrees to reasonably cooperate with the Party being audited in order to
respond to any audit inquiries in a proper and timely manner so that the audit
and/or any resulting controversy may be resolved expeditiously.
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19.4 If applicable law excludes or exempts a purchase of services under this
Agreement from a Tax, and if such applicable law also provides an exemption
procedure, such as an exemption certificate requirement, then, if the purchasing
Party complies with such procedure, the providing Party, subject to Section 19.2,
will not collect such Tax during the effective period of the exemption. Such
exemption will be effective upon receipt of the exemption certificate or affidavit
in accordance with Section 19 .6.
19.5 If applicable law excludes or exempts a purchase of services under this
Agreement from a Tax, but does not also provide an exemption procedure, then
the providing Party will not collect such Tax if the purchasing Party (i) furnishes
the providing Party with a letter signed by an officer of the purchasing Party
claiming an exemption and identifying the applicable law which allows such
exemption, and (ii) supplies the providing Party with an indemnification
agreement, reasonably acceptable to the providing Party, which holds the
providing Party harmless on an after-tax basis with respect to forbearing to collect
such Tax.
19.6 To the extent a sale is claimed to be for resale and thus subject to tax exemption,
the purchasing Party shall furnish the providing Party a proper resale tax
exemption certificate as authorized or required by statute or regulation of the
jurisdiction providing said resale tax exemption. Failure to timely provide said
resale tax exemption certificate will result in no exemption being available to the
purchasing Party for any period prior to the date that the purchasing Party
presents a valid certificate. If Applicable Law excludes or exempts a purchase of
Interconnection, functions, facilities, products and services under this Agreement
from a Tax, but does not also provide an exemption procedure, then the providing
Party will not collect such Tax if the purchasing Party (a) furnishes the providing
Party with a letter signed by an officer of the purchasing Party claiming an
exemption and identifying the Applicable Law that both allows such exemption
and does not require an exemption certificate; and (b) supplies the providing Party
with an indemnification agreement, reasonably acceptable to the providing Party,
which holds the providing Party harmless from any tax, interest, penalties, loss,
cost or expense with respect to forbearing to collect such Tax.
19.7 With respect to any Tax or Tax controversy covered by this Section 19, the
purchasing Party is entitled to contest with the imposing jurisdiction, pursuant to
Applicable Law and at its own expense, any Tax that it is ultimately obligated to
pay or collect. The purchasing Party will ensure that no lien is attached to any
asset of the providing Party as a result of any contest. The purchasing Party shall
be entitled to the benefit of any refund or recovery of amounts that it had
previously paid resulting from such a contest. Amounts previously paid by the
providing Party shall be refunded to the providing Party. The providing Party will
cooperate in any such contest.
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Interconnection Agreement
General Terms and Conditions
I 9.8 All notices, affidavits, exemption certificates or other communications required or
permitted to be given by either Party to the other under this Section shall be sent
in accordance with Section 18 hereof.
20. FORCE MAJEURE
20.1 Except as otherwise specifically provided in this Agreement, neither Party will be
liable for any delay or failure in performance of any part of this Agreement
caused by a Force Majeure condition, including acts of the United States of
America or any state, territory, or political subdivision thereof, acts of God,
pandemic, epidemic, civil or military unrest, public enemy, hurricanes, tornadoes,
storms, explosions, fires, floods , labor disputes such as strikes and lockouts,
freight embargoes, earthquakes, volcanic actions, wars, acts of terrorism, civil
disturbances, cable cuts, power outages, government regulation, work
interruptions by employees or agents, or other causes beyond the reasonable
control of the Party claiming excusable delay or other failure to perform. If any
Force Majeure condition occurs the Party whose performance fails or is delayed
because of such Force Majeure conditions will give prompt notice to the other
Party, and upon cessation of such Force Majeure condition, will give like notice
and commence performance hereunder as promptly as reasonably practicable.
21. PUBLICITY
2 I. I The Parties agree not to use in any advertising or sales promotion, press releases
or other publicity matters, any endorsements, direct or indirect quotes or pictures
implying endorsement by the other Party or any of its employees without such
Party's prior written approval. The Parties will submit to each other for written
approval, prior to publication, all such publicity endorsement matters that mention
or display the other's name and/or marks or contain language from which a
connection to said name and/or marks may be inferred or implied; the Party to
whom a request is directed shall respond promptly. Nothing herein, however,
shall be construed as preventing either Party from publicly stating the fact that it
has executed this Agreement with the other Party. This does not prohibit the use
of valid comparison advertising.
21.2 Nothing in this Agreement shall grant, suggest, or imply any authority for either
Party to use the name, trademarks, service marks, trade names, brand names,
logos, proprietary trade dress or trade names, insignia, symbols or decorative
designs of the other Party or its affiliates without the other Party's prior written
authorization.
22. NETWORK MAINTENANCE AND MANAGEMENT
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Interconnection Agreement April 2023
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22.1 The Parties will work cooperatively to implement this Agreement. The Parties
will exchange appropriate information (e.g., maintenance contact numbers,
network information, information required to comply with law enforcement and
other security agencies of the federal and state governments, etc.) to achieve this
desired result.
22.2 Each Party will provide a 24-hour, 7 days a week contact number for Network
Traffic Management issues to the other's surveillance management center. A
facsimile (FAX) number must also be provided to facilitate event notifications for
planned mass calling events.
22.3 TDS TELECOM will process LEVEL 3 maintenance requests in a timely manner
at no less than parity with respect to their own Customers.
22.4 In the event of interference or impairment of the quality of service between
services or facilities of LEVEL 3 and TDS TELECOM the Parties agree to the
following:
22.4.1 The Party that first becomes aware of the interference will provide notice
to the other Party as soon as possible.
22.4.2 The Parties will work cooperatively to determine the source of the
interference and to implement mutually agreeable solutions that provide
for the minimum negative impact to either Party's products and services.
However, the Parties acknowledge that multiple carriers connect to the
Parties' respective networks and in some instances the solution that
minimizes the impact to the greatest number of carriers and end users may
require that a facility, product, or service of one Party be temporarily
disconnected until the interference can be corrected.
22.4.3 If the Parties are unable to agree upon a solution, either Party may invoke
the dispute resolution provisions of the Agreement, provided that a Party
may apply for injunctive relief immediately if such is required to prevent
irreparable harm.
22.5 Parties shall provide prior notification of any scheduled maintenance activity
performed by the Parties that may be service affecting to the other Party.
23. LAW ENFORCEMENT AND CIVIL PROCESS
23.1 TDS TELECOM and LEVEL 3 shall reasonably cooperate with the other Party in
handling law enforcement requests as follows:
23.1.1 Intercept Devices
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Interconnection Agreement
General Terms and Conditions
Local and federal law enforcement agencies periodically request
information or assistance from local telephone service providers. When
either Party receives a request associated with a customer of the other
Party, the receiving Party will refer such request to the appropriate Party.
23.1.2 Subpoenas
If a Party receives a subpoena for information concerning an end user the
Party knows to be an end user of the other Party, the receiving Party will
refer the subpoena to the requesting entity with an indication that the other
Party is the responsible company. Provided, however, if the subpoena
requests records for a period of time during which the receiving Party was
the end user's service provider, the receiving Party will respond to any
valid request to the extent the receiving Party is able to do so; if response
requires the assistance of the other Party such assistance will be provided.
23.1.3 Law Enforcement Emergencies
If a Party receives a request from a law enforcement agency to implement
at its switch a temporary number change, temporary disconnect, or one­
way denial of outbound calls for an end user of the other Party, the
receiving Party will comply so long as it appears on its face to be a valid
emergency request, and the receiving Party has made a reasonable effort to
confirm the validity of said request. Neither Party will be held liable for
any claims or damages arising from compliance with such requests, and
the Party serving the end user agrees to indemnify and hold the other Party
harmless against any and all such claims.
24. CHANGES IN SUBSCRIBER CARRIER SELECTION
24.1 Each Party will abide by applicable federal and state laws and regulations in
obtaining End User authorization prior to changing an End User's Local
Exchange Carrier to itself and in assuming responsibility for any applicable
charges as specified in Section 258(b) of the Telecommunications Act of 1996
and as implemented by the relevant orders of the FCC.
25. AMENDMENTS OR WAIVERS
25.1 Except as otherwise provided in this Agreement, no amendment or waiver of any
provision of this Agreement and no consent to any default under this Agreement
will be effective unless the same is in writing and signed by an officer of the Party
against whom such amendment, waiver or consent is claimed. In addition, no
course of dealing or failure of a Party strictly to enforce any term, right or
condition of this Agreement will be construed as a waiver of such term, right, or
condition. Waiver by either Party of any default by the other Party shall not be
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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deemed a waiver of any other default. Failure of either Party to insist on
performance of any term or condition of this Agreement or to exercise any right
or privilege hereunder shall not be construed as a continuing or future waiver of
such term, condition, right or privilege. By entering into this Agreement, the
Parties do not waive any right granted to them pursuant to the Act; however, the
Parties enter into this Agreement without prejudice to any positions they have
taken previously, or may take in the future in any legislative, regulatory or other
public forum addressing any matters, including matters related to the types of
arrangements prescribed by this Agreement.
26. GENERAL RESPONSIBILITIES OF THE PARTIES
26.1 TDS TELECOM and LEVEL 3 shall each use commercially reasonable efforts to
meet the Interconnection Activation Dates.
26.2 Each Party is individually responsible to provide facilities within its network that
are necessary for routing, transporting, measuring, and billing traffic from the
other Party's network and for delivering such traffic to the other Party's network in
the standard format and to terminate the traffic it receives in that standard format
to the proper address on its network. The Parties are each solely responsible for
participation in and compliance with national network plans, including the
Telecommunications Service Priority (TSP) System for National Security
Emergency Preparedness (NSEP).
26.3 The Parties shall exchange technical descriptions and forecasts of their
Interconnection and traffic requirements in sufficient detail necessary to establish
the facilities required to assure traffic completion to and from all End Users in
their respective designated service areas.
26.4 Each Party is solely responsible for all products and services it provides to its End
Users and to other Telecommunications Carriers.
26.5 Facilities-based carriers are responsible for administering their End User records
in a LIDB.
26.6 At all times during the term of this Agreement, each Party shall keep and maintain
in force at its own expense the following minimum insurance coverage and limits
and any additional insurance and/or bonds required by Applicable Law:
26.6.1 Workers ' Compensation insurance with benefits afforded under the laws
of each state covered by this Agreement and Employers Liability
insurance with minimum limits of $1 ,000,000 for Bodily Injury-each
accident, $1 ,000,000 for Bodily Injury by disease-policy limits and
$1 ,000,000 for Bodily Injury by disease-each employee.
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General Terms and Conditions
26.6.2 Commercial General Liability insurance with minimum limits of:
$5,000,000 General Aggregate limit; $1 ,000,000 each occurrence sub­
limit for all bodily injury or property damage incurred in any one
occurrence; $1 ,000,000 each occurrence sub-limit for Personal Injury and
Advertising; $5,000,000 Products/Completed Operations Aggregate limit,
with a $1,000,000 each occurrence sub-limit for Products/Completed
Operations. The other Party must be named as an Additional Insured on
the Commercial General Liability policy. Each Party agrees to waive its
respective rights of subrogation in favor of the other Party on the
Commercial General Liability policy. Either party may utilize an umbrella
liability policy to satisfy the General Aggregate limits.
26.6.3 If use of an automobile is required, Automobile Liability insurance with
minimum limits of $1 ,000,000 combined single limits per occurrence for
bodily injury and property damage, which coverage shall extend to all
owned, hired and non-owned vehicles.
26.6.4 Each Party shall require subcontractors providing services under this
Agreement to maintain in force the insurance coverage and limits required
in Sections 26.6 through 26.6.3 of this Agreement provided that a Party
may, with consent of the other Party, utilize a subcontractor with different
limits of insurance if appropriate to the scope of work to be performed,
consent not to be unreasonably withheld.
26.6.5 The Parties agree that companies affording the insurance coverage
required under Section 26.6 shall have a rating of B+ or better and a
Financial Size Category rating of VII or better, as rated in the A.M. Best
Key Rating Guide for Property and Casualty Insurance Companies. Upon
request from the other Party, each Party shall provide to the other Party
evidence of such insurance coverage.
26.6.6 Each Party agrees to provide the other Party with at least thirty (30)
calendar days advance written notice of cancellation, material reduction or
non-renewal of any of the insurance policies required herein.
26.6. 7 This Section 26.6 is a general statement of insurance requirements and
shall be in addition to any specific requirement of insurance referenced
elsewhere in this Agreement or a Referenced Instrument.
26.7 Upon LEVEL 3 signature of this Agreement, LEVEL 3 shall provide TDS
TELECOM with LEVEL 3's state-specific authorized and nationally recognized
OCN/AOCNs for facilities-based Interconnection.
26.8 In the event that LEVEL 3 makes any corporate name change (including addition
or deletion of a d/b/a), change in OCN/AOCN, or makes or accepts a transfer or
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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assignment of interconnection trunks or facilities (including leased facilities), or a
change in any other LEVEL 3 identifier (collectively, a "LEVEL 3 Change"),
LEVEL 3 shall submit written notice to TDS TELECOM within thirty (30)
calendar days of the first action taken to implement such LEVEL 3 Change.
27. AUTHORITY
27 .1 Each person whose signature appears below represents and warrants that he or she
has authority to bind the Party on whose behalf he or she has executed this
Agreement.
27.2 TDS TELECOM represents and warrants that it is a corporation or other legal
entity duly organized, validly existing and in good standing under the laws of the
Idaho and duly authorized to do business in the State of Idaho.
27.3 LEVEL 3 represents and warrants that it is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of Delaware, that
it is qualified to do business in the State of Idaho and has full power and authority
to execute and deliver this Agreement and to perform its obligations hereunder.
LEVEL 3 represents and warrants that it has been certified as a LEC by the
Commission prior to submitting any orders hereunder and is or will be authorized
to provide the Telecommunications Services contemplated hereunder in the
territory contemplated hereunder prior to submission of orders for such Service.
28. BINDING EFFECT
28.1 This Agreement will be binding on and inure to the benefit of the respective
successors and permitted assigns of the Parties.
29. CONSENT
29.1 Where consent, approval, or mutual agreement is required of a Party, it will not be
unreasonably withheld or delayed.
30. EXPENSES
30.1 Except as specifically set out in this Agreement, each Party will be solely
responsible for its own expenses involved in all activities related to the subject of
this Agreement.
30.2 TDS TELECOM and LEVEL 3 shall each be responsible for one-half (1/2) of
expenses payable to a Third Party for Commission fees or other charges
(including regulatory fees and any costs of notice or publication, but not including
attorney's fees) associated with the filing of this agreement.
31. HEADINGS
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Interconnection Agreement
General Terms and Conditions
3 I .1 The headings and number of Sections, Parts, Appendices, Schedules and Exhibits
to this Agreement are inserted for convenience and identification only and will
not be considered to define or limit any of the terms herein or affect the meaning
or interpretation of this Agreement.
32. RELATIONSHIP OF PARTIES/INDEPENDENT CONTRACTOR
32.1 Each Party is an independent contractor and has and hereby retains the right to
exercise full control of and supervision over its own performance of its
obligations under this Agreement and retains full control over the employment,
direction, compensation and discharge of its employees assisting in the
performance of such obligations. Each Party and each Party's contractor(s) shall
be solely responsible for all matters relating to payment of such employees,
including the withholding or payment of all applicable federal, state and local
income taxes, social security taxes and other payroll taxes with respect to its
employees, as well as any taxes, contributions or other obligations imposed by
applicable state unemployment or workers' compensation acts and all other
regulations governing such matters. Each Party has sole authority and
responsibility to hire, fire and otherwise control its employees.
32.2 Nothing contained herein shall constitute the Parties as joint venturers, partners,
employees or agents of one another, and neither Party shall have the right or
power to bind or obligate the other. Nothing herein will be construed as making
either Party responsible or liable for the obligations and undertakings of the other
Party. Except for provisions herein expressly authorizing a Party to act for
another, nothing in this Agreement shall constitute a Party as a legal
representative or agent of the other Party, nor shall a Party have the right or
authority to assume, create or incur any liability or any obligation of any kind,
express or implied, against or in the name or on behalf of the other Party unless
otherwise expressly permitted by such other Party. Except as otherwise expressly
provided in this Agreement, no Party undertakes to perform any obligation of the
other Party, whether regulatory or contractual, or to assume any responsibility for
the management of the other Party's business.
33. MULTIPLE COUNTERPARTS
33.1 This Agreement may be executed in multiple counterparts, each of which will be
deemed an original but all of which will together constitute but one, and the same
document.
34. THIRD PARTY BENEFICIARIES
34.1 This Agreement is for the sole benefit of the Parties and their permitted assigns,
and nothing herein expressed or implied shall create or be construed to create any
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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Third-Party beneficiary rights hereunder. This Agreement shall not provide and
will not be construed to provide any Person not a party hereto with any remedy,
claim, liability, reimbursement, cause of action, or other right in excess of those
existing without reference hereto.
35. REGULATORY APPROVAL
35.1 The Parties understand and agree that this Agreement and any amendment or
modification hereto will be filed with the Commission for approval in accordance
with Section 252 of the Act and may thereafter be filed with the FCC. Each Party
covenants and agrees to fully support approval of this Agreement by the
Commission or the FCC under Section 252 of the Act without modification.
36. REGULATORY AUTHORITY
36.1 TDS TELECOM will be responsible for obtaining and keeping in effect all FCC,
state regulatory commission, franchise authority and other regulatory approvals
that may be required in connection with the performance of its obligations under
this Agreement. LEVEL 3 will be responsible for obtaining and keeping in effect
all FCC, state regulatory commission, franchise authority and other regulatory
approvals that may be required in connection with its offering of services to
LEVEL 3 Customers contemplated by this Agreement. LEVEL 3 will reasonably
cooperate with TDS TELECOM in obtaining and maintaining any required
approvals for which TDS TELECOM is responsible, and TDS TELECOM will
reasonably cooperate with LEVEL 3 in obtaining and maintaining any required
approvals for which LEVEL 3 is responsible.
37. COMPLIANCE AND CERTIFICATION
37.1 Each Party shall comply at its own expense with all Applicable Laws that relate to
that Party's obligations to the other Party under this Agreement. Nothing in this
Agreement shall be construed as requiring or permitting either Party to contravene
any mandatory requirement of Applicable Law.
37.2 Each Party warrants that it has obtained all necessary state certification prior to
ordering any Interconnection, functions, facilities, products and services from the
other Party pursuant to this Agreement. Upon request, each Party shall provide
proof of certification.
37.3 Each Party shall be responsible for obtaining and keeping in effect all approvals
from, and rights granted by, Governmental Authorities, building and property
owners, other carriers, and any other Third Parties that may be required m
connection with the performance of its obligations under this Agreement.
38. AUDITS
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Interconnection Agreement
General Terms and Conditions
38. l Subject to the restrictions set forth in Section 8 and except as may be otherwise
expressly provided in this Agreement, a Party (the "Auditing Party") may audit
the other Party's (the "Audited Party"), records, data and other documents, as
provided herein, once annually, with the audit period commencing not earlier than
the date on which services were first supplied under this Agreement ("service start
date") for the purpose of evaluating (i) the accuracy of Audited Party's billing and
invoicing of the services provided hereunder and (ii) verification of compliance
with any provision of this Agreement that affects the accuracy of Auditing Party's
billing and invoicing of the services provided to Audited Party hereunder.
Notwithstanding the foregoing, an Auditing Party may audit the Audited Party's,
records and documents more than once annually if the previous audit found (i)
previously uncorrected net variances or errors in invoices in Audited Party's favor
with an aggregate value of at least five percent (5%) of the amounts payable by
Auditing Party for audited services provided during the period covered by the
audit or (ii) non-compliance by Audited Party with any provision of this
Agreement affecting Auditing Party's billing and invoicing of the services
provided to Audited Party with an aggregate value of at least five percent (5%) of
the amounts payable by Audited Party for audited services provided during the
period covered by the audit.
38. l. l The scope of the audit shall be limited to the period which is the shorter of
(i) the period subsequent to the last day of the period covered by the audit
which was last performed (or if no audit has been performed, the service
start date) and (ii) the twelve (12) month period immediately preceding the
date the Audited Party received notice of such requested audit, but in any
event not prior to the service start date. Such audit shall begin no fewer
than thirty (30) calendar days after Audited Party receives a written notice
requesting an audit and shall be completed no later than thirty (30)
calendar days after the start of such audit.
38.1.2 Such audit shall be conducted either by the Auditing Party's employee(s)
or an independent auditor acceptable to both Parties. If an independent
auditor is to be engaged, the Parties shall select an auditor by the thirtieth
(30th) day following Audited Party's receipt of a written audit notice.
Auditing Party shall cause the independent auditor to execute a
nondisclosure agreement in a form agreed upon by the Parties. Audits
shall be performed at Auditing Party's expense.
38.1 .3 Each audit shall be conducted on the premises of the Audited Party during
normal business hours. Audited Party shall cooperate fully in any such
audit and shall provide the auditor reasonable access to any and all
appropriate Audited Party employees and any books, records and other
documents reasonably necessary to assess (i) the accuracy of Audited
Party's bills and (ii) Audited Party's compliance with the provisions of this
Agreement that affect the accuracy of Auditing Party's billing and
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
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invoicing of the services provided to Audited Party hereunder. Audited
Party may redact from the books, records and other documents provided to
the auditor any Audited Party Proprietary Information that reveals the
identity of End Users of Audited Party.
38.1.4 Each Party shall maintain reports, records and data relevant to the billing
of any services that are the subject matter of this Agreement for a period
of not less than twenty-four (24) months after creation thereof, unless a
longer period is required by Applicable Law.
38.1.5 If any audit confirms any undercharge or overcharge, then Audited Party
shall (i) promptly correct any billing error, including making refund of any
overpayment by Auditing Party in the form of a credit on the invoice for
the first full billing cycle after the Parties have agreed upon the accuracy
of the audit results and (ii) for any undercharge billed by the Auditing
Party but caused by the actions of the Audited Party, immediately
compensate Auditing Party for such undercharge, and (iii) in each case,
calculate and pay interest as provided in Section 15.1.3.1 for the number
of calendar days from the date on which such undercharge or overcharge
originated until the date on which such credit is issued or payment is made
and available.
38.1.6 Any disputes concerning audit results shall be referred to the Parties'
respective personnel responsible for informal resolution pursuant to
Section 16. If these individuals cannot resolve the dispute within thirty
(30) calendar days of the referral, then in addition to the procedures set
forth in Section 16, either Party may request in writing that an additional
audit shall be conducted by an independent auditor acceptable to both
Parties, subject to the requirements set out in this section. Any additional
audit shall be at the requesting Party's expense.
39. COMPLETE TERMS
39 .1 The terms contained in this Agreement and any Appendices, Attachments,
Exhibits, Schedules, and Addenda constitute the entire agreement between the
Parties with respect to the subject matter hereof, superseding all prior
understandings, proposals and other communications, oral or written.
40. COOPERATION ON PREVENTING END USER FRAUD
40.1 Neither Party shall be liable for any fraud associated with the other Party's End
User's account, including 1 + lntraLA TA toll, ported numbers, and Alternate
Billing Service (ABS). ABS is a service that allows End Users to bill calls to
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Interconnection Agreement
General Terms and Conditions
account(s) that might not be associated with the originating line. There are three
(3) types of ABS calls: calling card, collect, and third number billed calls.
40.2 The Parties agree to cooperate with one another to investigate, minimize, and take
corrective action in cases of fraud. The Parties' fraud minimization procedures
are to be cost-effective and implemented so as not to unduly burden or harm one
Party as compared to the other.
41. NOTICE OF NETWORK CHANGES
41.1 Nothing in this Agreement shall limit either Party's ability to upgrade its network
through the incorporation of new equipment, new software or otherwise. Each
Party agrees to provide reasonable notice of changes in the information necessary
for the transmission and routing of services using facilities or networks, as well as
other changes that affect the interoperability of those respective facilities and
networks.
42. GOOD FAITH PERFORMANCE
42.1 In the performance of their obligations under this Agreement the Parties will act
in good faith and consistently with the intent of the Act. Where notice, approval
or similar action by a Party is permitted or required by any provision of this
Agreement, (including, without limitation, the obligation of the Parties to further
negotiate the resolution of new or open issues under this Agreement) such action
will not be unreasonably delayed, withheld or conditioned.
43. GOVERNMENTAL COMPLIANCE
43.1 LEVEL 3 and TDS TELECOM each will comply at its own expense with all
applicable law related to (i) its obligations under or activities in connection with
this Agreement; or (ii) its activities undertaken at, in connection with or relating
to work locations. LEVEL 3 and TDS TELECOM each agree to indemnify,
defend, (at the other Party's request) and save harmless the other, each of its
officers, directors and employees from and against any losses, damages, claims,
demands, suits, liabilities, fines, penalties, and expenses (including reasonable
attorneys' fees) that arise out of or result from its failure or the failure of its
contractors or agents to so comply. Except as expressly specified in this
Agreement, TDS TELECOM, at its own expense, will be solely responsible for
obtaining from governmental authorities, building owners, other carriers, and any
other persons or entities, all rights and privileges (including, but not limited to,
space and power), which are necessary for TDS TELECOM to provide services
pursuant to this Agreement.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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44. 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 this Agreement, either Party may, on
thirty (30) days written notice require that such Agreement, or such terms thereof be
renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new
terms as may be required or appropriate to reflect the results of such action.
45. RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION
45.1 Each Party will be solely responsible at it own expense for the proper handling,
storage, transport, treatment, disposal and use of all Hazardous Substances by
such Party and its contractors and agents. "Hazardous Substances" includes those
substances:
45. I. I included within the definition of hazardous substance, hazardous waste,
hazardous material, toxic substance, solid waste or pollutant or
contaminant under any Applicable Law, and
45.1.2 listed by any governmental agency as a hazardous substance.
45.2 LEVEL 3 will in no event be liable to TDS TELECOM for any costs whatsoever
resulting from the presence or Release of any Environmental Hazard, including
Hazardous Substances that LEVEL 3 did not introduce to the affected work
location. TDS TELECOM will indemnify, defend (at LEVEL 3's request) and
hold harmless LEVEL 3, each of its officers, directors and employees from and
against any losses, damages, claims, demands, suits, liabilities, fines, penalties
and expenses (including reasonable attorneys' fees) that arise out of or result from
(i) any Environmental Hazard that TDS TELECOM, its contractors or agents
introduce to the work locations or (ii) the presence or Release of any
Environmental Hazard for which TDS TELECOM is responsible under
Applicable Law.
45.3 TDS TELECOM will in no event be liable to LEVEL 3 for any costs whatsoever
resulting from the presence or Release of any Environmental Hazard that TDS
TELECOM did not introduce to the affected work location. LEVEL 3 will
indemnify, defend (at TDS TELECOM's request) and hold harmless TDS
TELECOM, each of its officers, directors and employees from and against any
losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses
(including reasonable attorneys' fees) that arise out of or result from i) any
Environmental Hazard that LEVEL 3, its contractors or agents introduce to the
work locations or ii) the presence or Release of any Environmental Hazard for
which LEVEL 3 is responsible under Applicable Law.
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Interconnection Agreement
General Terms and Conditions
46. SUBCONTRACTING
46.1 If any obligation is performed through a subcontractor, each Party will remain
fully responsible for the performance of this Agreement in accordance with its
terms, including any obligations either Party performs through subcontractors,
and each Party will be solely responsible for payments due the Party's
subcontractors. No subcontractor will be deemed a third party beneficiary for any
purposes under this Agreement. Any subcontractor who gains access to CPNI or
Confidential Information covered by this Agreement will be required by the
subcontracting Party to protect such CPNI or Confidential Information to the
same extent the subcontracting Party is required to protect the same under the
terms of this Agreement.
47. REFERENCED DOCUMENTS
4 7 .1 Unless the context shall otherwise specifically require, and subject to Section 21 ,
whenever any provision of this Agreement refers to a technical reference,
technical publication, any publication of telecommunications industry
administrative or technical standards, or any other document specifically
incorporated into this Agreement, it will be deemed to be a reference to the most
recent version or edition (including any amendments, supplements, addenda, or
successors) of each document that is in effect, and will include the most recent
version or edition (including any amendments, supplements, addenda, or
successors) of each document incorporated by reference in such a technical
reference, technical publication, or publication of industry standards.
4 7.2 References
References herein to Sections, Paragraphs, Exhibits, Parts, Schedules, and
Appendices shall be deemed to be references to Sections, Paragraphs and Parts of,
and Exhibits, Schedules and Appendices to, this Agreement unless the context
shall otherwise require.
4 7 .3 Tariff References
47.3.1 Wherever any Commission ordered tariff provision or rate is cited or
quoted herein, it is understood that said cite encompasses any revisions or
modifications to said tariff.
47.3.2 Wherever any Commission ordered tariff provision or rate is incorporated,
cited or quoted herein, it is understood that said incorporation or reference
applies only to the entity within the state whose Commission ordered that
tariff.
TDS TELECOM/LEVEL 3
lnterconnection Agreement April 2023
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47.4 Conflict in Provisions
4 7.4. l In the event of a conflict between the provisions of this Agreement and the
Act, the provisions of the Act shall govern.
47.4.2 In the event of any conflict between the language of this Agreement and
the language of an applicable tariff, this Agreement shall control. If a
Party orders services not addressed in the Agreement, then the applicable
State or Federal tariff pricing then in effect shall apply.
4 7.4.3 If any definitions, terms or conditions in any given Appendix, Attachment,
Exhibit, Schedule or Addenda differ from those contained in the main
body of this Agreement, those definitions, terms or conditions will
supersede those contained in the main body of this Agreement, but only in
regard to the services or activities listed in that particular Appendix,
Attachment, Exhibit, Schedule or Addenda. In particular, if an Appendix
contains a Term length that differs from the Term length in the main body
of this Agreement, the Term length of that Appendix will control the
length of time that services or activities are to occur under that Appendix,
but will not affect the Term length of the remainder of this Agreement.
47.5 Joint Work Product
47.5.1 This Agreement is the joint work product of the Parties and has been
negotiated by the Parties and their respective counsel and shall be fairly
interpreted in accordance with its terms and, in the event of any
ambiguities, no inferences shall be drawn against either Party.
48. SEVERABILITY
48.1 Subject to the prov1s1ons set forth in Section 4 of the General Terms and
Conditions, if any term, condition or provision of this Agreement is held to be
invalid or unenforceable for any reason, each Party agrees that such provision
shall be enforced to the maximum extent permissible so as to effect the intent of
the Parties, and the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be impaired or affected thereby.
If necessary, to effectuate the intent of the Parties, the Parties will promptly
negotiate in good faith to amend this Agreement with a replacement provision or
provisions for the unenforceable language that reflects such intent as closely as
possible. If impasse is reached, the Parties will resolve said impasse under the
dispute resolution procedures set forth in Section 16.
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Interconnection Agreement
General Terms and Conditions
48.2 Incorporation by Reference
The General Terms and Conditions of this Agreement, and every Interconnection,
function, facility, product or service provided hereunder, shall be subject to all
rates, terms and conditions contained in the Appendices to this Agreement which
are legitimately related to such Interconnection, function, facility, product or
service.
49. SURVIVAL OF OBLIGATIONS
49. l Any liabilities or obligations of a Party for acts or om1ss1ons prior to the
cancellation or termination of this Agreement, any obligation of a Party under the
provisions regarding indemnification, Confidential Information, limitations on
liability, and any other provisions of this Agreement which, by their terms, are
contemplated to survive (or to be performed after) termination of this Agreement,
will survive cancellation or termination thereof.
50. GOVERNING LAW
50. l Unless otherwise provided by Applicable Law, this Agreement shall be governed
by and construed in accordance with the Act, the FCC Rules and Regulations
interpreting the Act and other applicable federal law, as well as the laws of the
State of Idaho, and the rules and regulations of the Commission. To the extent
that federal law would apply state law in interpreting this Agreement, the
domestic laws of the state in which the Interconnection, functions, facilities,
products and services at issue are furnished or sought shall apply, without regard
to that state's conflict of laws principles.
51. OTHER REQUIREMENTS
51.l ACCESS TO RIGHTS-OF-WAY -SECTION 25l(b)(4)
51.1.1 TDS TELECOM shall provide to LEVEL 3 non-discriminatory access to
Poles, Ducts, Conduits and Rights of Way owned or controlled by TDS
TELECOM. Such access shall be provided pursuant to separate
agreement in accordance with but only to the extent required by
Applicable Law.
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
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51.1.2 LEVEL 3 shall provide to TDS TELECOM non-discriminatory access to
Poles, Ducts, Conduits and Rights of Way owned or controlled by LEVEL
3. Such access shall be provided pursuant to separate agreement m
accordance with but only to the extent required by Applicable Law.
51.2 DIALING PARITY -SECTION 251(b)(3)
51.2.1 The Parties shall provide Dialing Parity to each other as required under
Section 251 (b )(3) of the Act.
52. APPENDICES INCORPORATED BY REFERENCE
52.1 This Agreement incorporates the following listed Appendices. These appendices
along with their associated Attachments, Exhibits and Addenda constitute the
entire Agreement between the Parties.
ITR-Interconnection Trunking Requirements
NIM-Network Interconnection Methods
Number Portability
Numbering
Pricing
Reciprocal Compensation
WP-White Pages
911
53. CUSTOMER INQUIRIES
53.1 Each Party will refer all questions regarding the other Party's services or products
directly to the other Party at a telephone number specified by that Party.
53.2 Each Party will ensure that all of its representatives who receive inqumes
regarding the other Party's services do not in any way disparage or discriminate
against the other Party or its products or services.
54. DISCLAIMER OF WARRANTIES
54.1 EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT,
NEITHERPARTY MAKES OR RECEIVES ANY WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE INTERCONNECTION, FUNCTIONS,
FACILITIES, PRODUCTS AND SERVICES PROVIDED UNDER THIS
AGREEMENT AND EACH PARTY DISCLAIMS THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND/OR OF FITNESS FOR A
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Interconnection Agreement
General Terms and Conditions
PARTICULAR PURPOSE. ADDITIONALLY, NEITHER PARTY TO THIS
AGREEMENT ASSUMES RESPONSIBILITY WITH REGARD TO THE
CORRECTNESS OF DA TA OR INFORMATION SUPPLIED BY THE OTHER
PARTY TO THIS AGREEMENT WHEN SUCH DATA OR INFORMATION IS
ACCESSED AND USED BY A THIRD PARTY.
Level 3 Communications, L.L.C.
~DocuSlgned by:
~Sa~ .. 1gna ure
12/4/2023 I 11:58 AM CST
Date
Gary Black
Printed Name
VP, Carrier Relations
Position/Title
TDS Telecommunications LLC,
not individually but as agent for
Potlatch Telephone Company
~
OocuSlgned by:
~ p~ 12/4/2023
g2fi8£ill¥~01e4co. Date
Drew Peterson
Printed Name
12:03 PM CST
Senior Vice President of Corporate Affairs
Position/Title
Signature Page to the Interconnection Agreement between TDS Telecommunications
(ID) and LEVEL 3 dated as of December I, 2023.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643 Appendix !TR
Page I
APPENDIX ITR
(Interconnection Trunking Requirements)
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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TABLE OF CONTENTS
Appendix ITR
Page 2
1. INTRODUCTION ................................................................................................................ 3
2. DEFINITIONS ...................................................................................................................... 3
3. TWO-WAY TRUNK GROUPS .......................................................................................... 3
4. DIRECT END OFFICE TRUNKING ................................................................................ 4
5. TRUNK GROUPS ................................................................................................................ 5
6. FORECASTING RESPONSIBILITIES ............................................................................ 6
7. TRUNK DESIGN BLOCKING CRITERIA ..................................................................... 7
8. TRUNK SERVICING .......................................................................................................... 7
9. TRUNKDATAEXCHANGE ............................................................................................. 9
10. NETWORK MANAGEMENT ......................................................................................... 10
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-94 7F-4AA6A45427 4D
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APPENDIX ITR
Interconnection Trunking Requirements
1. INTRODUCTION
Appendix ITR
Page 3
1.1 This Appendix sets forth terms and conditions for Interconnection provided by
TDS TELECOM and LEVEL 3.
1.2 This Appendix provides descriptions of the trunking requirements between
LEVEL 3 and TDS TELECOM. All references to incoming and outgoing trunk
groups are from the perspective of LEVEL 3. The paragraphs below describe the
required and optional trunk groups for local and mass calling.
1.3 Local trunk groups may only be used to transport traffic between the Parties' End
Users and specifically may not carry any traffic originated from a third-party
carrier with the exception of a Party 's wholesale customer or Carrier Partner. In
the event that third party traffic is routed over these facilities for any reason, each
Party agrees that it will pay compensation to the terminating Party for any and all
traffic it sends, on the same basis as if it were the originating carrier.
2. DEFINITIONS
2.1 "Network Interconnection Methods" (NIM) designates facilities established
between the Parties' Networks.
3. TWO-WAY TRUNK GROUPS
3 .1 Two-way trunk groups for local, IntraLA TA and Inter LAT A traffic can be
established between a LEVEL 3 switch and a TDS TELECOM End Office
switch. This trunk group will utilize Signaling System 7 (SS7) or multi-frequency
(MF) signaling protocol, with SS7 signaling preferred whenever possible. Two­
way trunking will be jointly provisioned and maintained. Each Party is
responsible for trunking costs to its side of the POI. For administrative
consistency LEVEL 3 will have control for the purpose of issuing Access Service
Requests (ASRs) on two-way groups. TDS TELECOM will use the Trunk Group
Service Request (TGSR) as described in section 8.0 of this Appendix, to request
changes in trunking. Both Parties reserve the right to issue ASRs, if so required,
in the normal course of business.
3.2 The Parties agree that two-way trunking shall be established. The Parties will
negotiate the appropriate trunk configuration giving consideration to relevant
factors, including but not limited to, existing network configuration,
administrative ease, any billing system and/or technical limitations and network
efficiency. Any disagreement regarding appropriate trunk configuration shall be
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
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CW2722643 Appendix ITR
Page 4
subject to the dispute resolution process in Section 16 of the General Terms and
Conditions.
3.3 The Parties agree to exchange traffic data on two-way trunks and to implement
such an exchange within three (3) months of the date that two-way trunking is
established and the trunk groups begin passing live traffic, or another date as
agreed to by the Parties. Exchange of traffic data will permit each company to
have knowledge of the offered and overflow load at each end of the two-way
trunk group, and thereby enable accurate and independent determination of
performance levels and trunk requirements.
4. DIRECT END OFFICE TRUNKING
4.1 Direct End Office trunks terminate traffic from a LEVEL 3 switch to a TDS
TELECOM End Office and are not switched at a Tandem location. The Parties
shall establish a direct End Office trunk group when End Office traffic requires
twenty-four (24) or more trunks. Overflow from either end of the direct End
Office trunk group will be alternate routed to the appropriate Tandem.
4.2 All traffic received by TDS TELECOM on the direct End Office trunk group
from LEVEL 3 must terminate in the End Office, i.e. no Tandem switching will
be performed in the End Office. All traffic received by LEVEL 3 on the direct
End Office trunk group from TDS TELECOM must terminate in the End Office,
i.e., no Tandem switching will be performed in the End Office. Where End
Office functionality is provided in a remote End Office of a host/remote
configuration, the Interconnection for that remote End Office is only available at
the host switch. The number of digits to be received by the terminating Party
shall conform to standard industry practices; but in no case shall the number of
digits be less than seven (7).
4.3 Trunk Configuration
4.3.1 Trunk Configuration -
4.3.1.1 Where available and upon the request of the other Party, each Party
shall cooperate to ensure that its trunk groups are configured
utilizing the B8ZS ESF protocol for 64 kbps Clear Channel
Capability (64CCC) transm1ss1on to allow for ISDN
interoperability between the Parties' respective networks. Trunk
groups configured for 64CCC and carrying Circuit Switched Data
(CSD) ISDN calls shall carry the appropriate Trunk Type Modifier
in the CLCI-Message code. Trunk groups configured for 64CCC
and not used to carry CSD ISDN calls shall carry a different
appropriate Trunk Type Modifier in the CLCI-Message code.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
5. TRUNK GROUPS
Appendix ITR
Page 5
5.1 The following trunk groups shall be used to exchange local traffic between
LEVEL 3 and TDS TELECOM.
5.2 Local Interconnection Trunk Group(s) in Each Exchange
5 .2.1 Direct End Office Trunking
5.2.1.1 The Parties shall establish direct End Office primary high usage
Local Interconnection trunk groups for the exchange of Local
traffic where actual or projected traffic demand is or will oe
twenty-four (24) or more trunks, as described in Sections 4.1 and
4.2.
5.3 For each NXX code used by either Party, the Party to whom the NXX is assigned
must maintain network facilities (whether owned or leased) used to actively
provide, in part, local Telecommunications Services in the geographic area
assigned to such NXX code.
5.4 TDS TELECOM will not block switched access customer traffic delivered to any
TDS TELECOM Office for completion on LEVEL 3's network. The Parties
understand and agree that lnterLA TA trunking arrangements are available and
functional only to/from switched access customers who directly connect with any
TDS TELECOM End Office. TDS TELECOM shall have no responsibility to
ensure that any switched access customer will accept traffic that LEVEL 3 directs
to the switched access customer.
5.5 LEVEL 3 shall provide all industry supported SS7 signaling information
including, without limitation, charge number and originating line information
(OLI). For terminating FGD, TDS TELECOM will pass all SS7 signaling
information including, without limitation, CPN if it receives CPN from FGD
carriers. All privacy indicators will be honored. Where available, network
signaling information such as transit network selection (TNS) parameter, carrier
identification codes (CIC) (CCS platform) and CIC/OZZ information (non-SS7
environment) will be provided by LEVEL 3 wherever such information is needed
for call routing or billing. The Parties will follow all OBF adopted standards
pertaining to TNS and CJC/OZZ codes.
5.6 LEVEL 3 may utilize a third-party signaling partner.
5.7 High Volume Call In (HVCI) I Mass Calling (Choke) Trunk Group:
5.7.1 If LEVEL 3 should acquire a HVCI/Mass Calling customer, i.e. a radio
station, LEVEL 3 shall provide written notification to TDS TELECOM.
TDS TELECOM reserves the option to provide either a physical or
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Interconnection Agreement April 2023
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"virtual" trunk group, with a virtual group preferred where technically
feasible, for HVCI/Mass Calling Trunking.
6. FORECASTING RESPONSIBILITIES
6.1 LEVEL 3 agrees to provide an initial forecast for establishing the initial
Interconnection facilities. TDS TELECOM shall review this forecast, and if it has
any additional information that will change the forecast shall provide this
information to LEVEL 3. The Parties recognize that, to the extent historical
traffic data can be shared between the Parties, the accuracy of the forecasts will
improve. LEVEL 3 shall provide subsequent forecasts on an annual basis.
LEVEL 3 forecasts should include yearly forecasted trunk quantities for all
appropriate trunk groups described in this Appendix for a minimum of two years.
Forecasts shall be non-binding on both TDS TELECOM and LEVEL 3. TDS
TELECOM shall take LEVEL 3's forecasts into consideration in its network
planning and shall exercise commercially reasonable efforts to provide the
quantity of interconnection trunks and facilities forecasted by the LEVEL 3.
However, the development and submission of forecasts shall not replace the
ordering process in place for interconnection trunks and facilities, and the
provision of the forecasted quantity of interconnection trunks and facilities is
subject to capacity existing at the time the order is submitted. Furthermore, the
development and receipt of forecasts does not imply any liability for failure to
perform if capacity is not available for use at the forecasted time. Analysis of
trunk group performance, and ordering of relief if required, will be performed on
a monthly basis at a minimum (trunk servicing).
6.2 The annual forecasts shall include:
6.2.1 Yearly forecasted trunk quantities (which include measurements that
reflect actual, End Office Local Interconnection trunks, and Tandem
subtending Local Interconnection End Office equivalent trunk
requirements) for a minimum of two (current and plus I) years; and
6.2.2 A description of major network projects anticipated for the following
twelve (12) months. Major network projects include trunking or network
rearrangements, shifts in anticipated traffic patterns, orders greater than
four (4) OSI 's, or other activities that are reflected by a significant
increase or decrease in trunking demand for the following forecasting
period.
6.3 The Parties shall agree on a forecast provided above to ensure efficient utilization
of trunks. Orders for trunks that exceed forecasted quantities for forecasted
locations will be accommodated as facilities and/or equipment becomes available.
Parties shall make all reasonable efforts and cooperate in good faith to develop
alternative solutions to accommodate orders when facilities are not available.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643 Appendix ITR
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6.4
6.5
6.6
LEVEL 3 shall be responsible for forecasting two-way trunk groups. TDS
TELECOM shall be responsible for forecasting and servicing the one-way trunk
groups terminating to LEVEL 3 and LEVEL 3 shall be responsible for forecasting
and servicing the one-way trunk groups terminating to TDS TELECOM, unless
otherwise specified in this Appendix. Standard trunk traffic engineering methods
will be used by the Parties.
If forecast quantities are in dispute, the Parties shall meet, either in person or via
conference call, to reconcile the differences.
Each Party shall provide a specified point of contact for planning, forecasting and
trunk servicing purposes.
7. TRUNK DESIGN BLOCKING CRITERIA
7. I Trunk requirements for forecasting and servicing shall be based on the blocking
objectives shown in Table 1. Trunk requirements shall be based upon time
consistent average busy season busy hour twenty-one (21) day averaged loads
applied to industry standard Neal-Wilkinson Trunk Group Capacity algorithms
(use Medium day-to-day Variation and 1.0 Peakedness factor until actual traffic
data is available).
TABLE 1
Local Direct End Office Prima
Local Direct End Office Final 1%
8. TRUNK SERVICING
8.1 Orders between the Parties to establish, add, change or disconnect trunks shall be
processed by using an Access Service Request (ASR). LEVEL 3 will have
administrative control for the purpose of issuing ASR's on two-way trunk groups.
The Parties agree that neither Party shall alter trunk sizing without first conferring
with the other Party.
8.2 Both Parties will jointly manage the capacity of Local Interconnection Trunk
Groups. Either Party may send a Trunk Group Service Request (TGSR) to the
other Party to trigger changes to the Local Interconnection Trunk Groups based
on capacity assessment. The TGSR is a standard industry support interface
developed by the Ordering and Billing Forum of the Carrier Liaison Committee of
the Alliance for Telecommunications Solutions (A TIS) organization.
TELCORDIA TECHNOLOGIES Special Report STS000316 describes the
format and use of the TGSR. The forms can be obtained from
www.atis.org/atis/clc/obf/download.htm.
TDS TELECOM/LEVEL 3
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CW2722643 Appendix ITR
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8.3 In A Blocking Situation:
8.3.1 In a blocking final situation, a TGSR will be issued by TDS TELECOM
when additional capacity is required to reduce measured blocking to
objective design blocking levels based upon analysis of trunk group data.
Either Party upon receipt of a TGSR in a blocking situation will issue an
ASR to the other Party within three (3) business days after receipt of the
TGSR, and upon review and in response to the TGSR received. LEVEL 3
will note "Service Affecting" on the ASR.
8.4 Underutilization:
8.4.1 Underutilization of Interconnection trunks and facilities exists when
provisioned capacity is greater than the current need. This over
provisioning is an inefficient deployment and use of network resources
and results in unnecessary costs. Those situations where more capacity
exists than actual usage requires will be handled in the following manner:
8.4.1.1 If a trunk group is under 75 percent (75%) of CCS capacity on a
monthly average basis, for each month of any three (3) consecutive
months period, either Party may request the issuance of an order to
resize the trunk group, which shall be left with not less than 25
percent (25%) excess capacity. In all cases grade of service
objectives shall be maintained.
8.4.1 .2 Either Party may send a TGSR to the other Party to trigger changes
to the Local Interconnection Trunk Groups based on capacity
assessment. Upon receipt of a TGSR the receiving Party will issue
an ASR to the other Party within twenty (20) business days after
receipt of the TGSR.
8.4.1.3 Upon review of the TGSR if a Party does not agree with the
resizing, the Parties will schedule a joint planning discussion
within twenty (20) business days. The Parties will meet to resolve
and mutually agree to the disposition of the TGSR.
8.4.1.4 If TDS TELECOM does not receive an ASR, or if LEVEL 3 does
not respond to the TGSR by scheduling a joint discussion within
the twenty (20) business day period, TDS TELECOM will attempt
to contact LEVEL 3 to schedule a joint planning discussion. If
LEVEL 3 will not agree to meet within an additional five (5)
business days and present adequate reason for keeping trunks
operational, TDS TELECOM will issue an ASR to resize the
Interconnection trunks and facilities.
TDSTELECOM/LEVEL3
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CW2722643 Appendix !TR
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8.5 In all cases except a blocking situation, either Party upon receipt of a TGSR will
issue an ASR to the other Party:
8.5.1 Within twenty (20) business days after receipt of the TGSR, upon review
of and in response to the TGSR received.
8.5.2 At any time as a result of either Party's own capacity management
assessment, in order to begin the provisioning process. The Parties will
mutually agree upon intervals used for provisioning trunk groups.
8.6 Projects require the coordination and execution of multiple orders or related
activities between and among TDS TELECOM and LEVEL 3 work groups,
including but not limited to the initial establishment of Local Interconnection or
Meet Point Trunk Groups and service in an area, NXX code moves, re-homes,
facility grooming, or network rearrangements.
8.6.1 Orders greater than four ( 4) DS-1 's, shall be submitted at the same time,
and their implementation shall be jointly planned and coordinated.
8.7 LEVEL 3 will be responsible for engineering its network on its side of the Point
of Interconnection (POI). TDS TELECOM will be responsible for engineering its
network on its side of the POI.
8.8 Where facilities are available, due dates for the installation of Local
Interconnection Trunks covered by this Appendix shall be no longer than twenty­
one (21) days from receipt of a request by either Party. If either LEVEL 3 or TDS
TELECOM is unable to or not ready to perform Acceptance Tests, or is unable to
accept the Local Interconnection Service Arrangement trunk(s) by the due date,
the Parties will reschedule the date no more than seven (7) days from the original
date.
8.9 Utilization shall be defined as Trunks Required as a percentage of Trunks In
Service. Trunks Required shall be determined using methods described in Section
6.0 using Design Blocking Objectives stated in section 7 .1.
9. TRUNK DATA EXCHANGE
9 .1 Each Party agrees to service trunk groups to the foregoing blocking criteria in a
timely manner when trunk groups exceed measured blocking thresholds on an
average time consistent busy hour for a twenty-one (21) day study period. The
Parties agree that twenty-one (21) days is the study period duration objective.
However, a study period on occasion may be less than twenty-one (21) days but at
minimum must be at least three (3) business days to be utilized for engineering
purposes, although with less statistical confidence.
TDS TELECOM/LEVEL 3
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9.2 Exchange of traffic data enables each Party to make accurate and independent
assessments of trunk group service levels and requirements. Parties agree to
establish a timeline for implementing an exchange of traffic data. Implementation
shall be within three (3) months of the date, or such date as agreed upon, that the
trunk groups begin passing live traffic. The traffic data to be exchanged will be
the Originating Attempt Peg Count, Usage (measured in Hundred Call Seconds),
Overflow Peg Count, and Maintenance Usage (measured in Hundred Call
Seconds) on a seven (7) day per week, twenty-four (24) hour per day, fifty-two
(52) weeks per year basis. These reports shall be made available upon request.
10. NETWORK MANAGEMENT
I 0.1 Restrictive Controls
I 0.1.1 Either Party may use protective network traffic management controls such
as 7-digit and 10-digit code gaps set at appropriate levels on traffic toward
each other's network, when required, to protect the public switched
network from congestion due to facility failures , switch congestion, or
failure or focused overload. LEVEL 3 and TDS TELECOM will
immediately notify each other of any protective control action planned or
executed.
10.2 Expansive Controls
10.2.1 Where the capability exists, originating or terminating traffic reroutes may
be implemented by either Party to temporarily relieve network congestion
due to facility failures or abnormal calling patterns. Reroutes will not be
used to circumvent normal trunk servicing. Expansive controls will only
be used when mutually agreed to by the Parties.
10.3 Mass Calling
I 0.3.1 LEVEL 3 and TDS TELECOM shall cooperate and share pre-planning
information regarding cross-network call-ins expected to generate large or
focused temporary increases in call volumes.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
APPENDIX NIM
APPENDIX NIM
PAGE I
(NETWORK INTERCONNECTION METHODS)
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
TABLE OF CONTENTS
1. INTRODUCTION ..................................................................................... 3
2. PHYSICAL ARCHITECTURE ................................................................. 3
3. METHODS OF INTERCONNECTION ................................................... 5
APPENDIX NIM
PAGE2
4. INTERCONNECTED VOIP PROVIDER (IVP) TRAFFIC EXCHANGE 5
5. RESPONSIBILITIES OF THE PARTIES ................................................ 6
6. JOINT FACILITY GROWTH PLANNING ............................................. 7
7. APPLICABILITY OF OTHER RA TES, TERMS AND CONDITIONS .8
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
APPENDIX NIM
(NETWORK INTERCONNECTION METHODS)
1. INTRODUCTION
APPENDIX NlM
PAGE3
1.1 This Appendix sets forth the terms and conditions that Network Interconnection
Methods (NIM) are provided by TDS TELECOM and LEVEL 3. This Appendix
describes the physical architecture for Interconnection of the Parties' facilities and
equipment for the transmission and routing of Telephone Exchange Service traffic
and Exchange Access traffic between the respective Customers of the Parties;
provided, however, Interconnection may not be used solely for the purpose of
originating a Party's own interexchange traffic.
1.2 Network Interconnection Methods (NIMs) include, but are not limited to, physical
interconnection at a mutually agreed upon POI, Indirect Interconnection, Leased
Facilities Interconnection; and other methods as mutually agreed to by the Parties.
1.2.1 Trunking requirements associated with Interconnection are contained m
Appendix ITR.
1.3 TDS TELECOM shall provide Interconnection for LEVEL 3's facilities and
equipment for the transmission and routing of telephone exchange service and
exchange access, at a level of quality equal to that which TDS TELECOM
provides itself, a subsidiary, an affiliate, or any other party to which TDS
TELECOM provides Interconnection and on rates, terms and conditions that are
just, reasonable and non-discriminatory.
1.4 The Parties shall effect an Interconnection that is efficient, fair and in a manner
that is mutually agreeable to the Parties.
2. PHYSICAL ARCHITECTURE
2.1 TDS TELECOM's network is partly comprised of End Office switches that serve
IntraLA TA, InterLA TA, Local, and EAS traffic. TDS TELECOM's network
architecture in any given local exchange area and/or LA TA can vary markedly
from another local exchange area/LATA. Using one or more of the NIMs herein,
the Parties will mutually agree to a physical architecture plan for a specific
Exchange Area. The physical architecture plan will be completed within sixty
(60) days from LEVEL 3's written request for interconnection contingent upon the
Parties' mutual agreement on the architecture. LEVEL 3 and TDS TELECOM
agree to Interconnect their networks through existing and/or new Interconnection
facilities between LEVEL 3 switch(es) and TDS TELECOM's End Office(s). The
physical architecture plan will, at a minimum, include the location of LEVEL 3's
switch(es) and TDS TELECOM End Office switch(es) to be interconnected, the
facilities that will connect the two networks, the timelines for completion of all
major tasks, and which Party will provide (be financially responsible for) the
Interconnection facilities. At the time of implementation in a given local exchange
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CW2722643 APPENDIX NIM
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area the plan will be documented and signed by appropriate representatives of the
Parties, indicating their mutual agreement to the physical architecture plan.
2.2 Points of Interconnection (POis): A Point of Interconnection (POI) is a point in
the TDS TELECOM network where the Parties deliver Interconnection traffic to
each other, and also serves as a demarcation point between the facilities that each
Party is responsible to provide. At least one POI must be established at or within
the TDS TELECOM company's serving area boundary where TDS TELECOM
operates as an ILEC and LEVEL 3 has End Users in that same area. Parties will
mutually agree upon POI(s). In some cases, multiple POI(s) will be necessary to
balance the facilities investment and provide the best technical implementation of
Interconnection requirements to each End Office within a TDS TELECOM
company's service area. Both Parties shall negotiate the architecture in each
location that will seek to mutually minimize and equalize investment.
2.3 The Parties agree to meet as often as necessary to negotiate the selection of new
POis. The overall goal of POI selection will be to achieve a balance in the
provision of facilities that is fair to both Parties. Criteria to be used in
determining POls include existing facility capacity, location of existing POis,
traffic volumes, relative costs, future capacity needs, etc. Agreement to the
location of POis will be based on the network architecture existing at the time the
POI(s) is/are negotiated. In the event either Party makes subsequent changes to
its network architecture, including but not limited to trunking changes or adding
new switches, then the Parties will negotiate new POis if required. The mutually
agreed to POis will be documented and distributed to both Parties.
2.4 Each Party is financially and operationally responsible for the facilities to its side
of the POI(s) and may utilize any method of Interconnection described in this
Appendix. Each Party is responsible for the appropriate sizing, operation, and
maintenance of the transport facility to the POI(s).
2.5 Either Party, must provide thirty (30) days written notice of any changes to the
physical architecture plan.
2.6 Each Party is solely responsible for the facilities that carry OS/DA, 911 or mass
calling for their respective End Users.
2.7 Technical Interfaces
2. 7 .1 The Interconnection facilities provided by each Party shall be formatted
using B8ZS with Extended Superframe format framing.
2.7.2 Electrical handoffs at the POl(s) will be DSl , DS3 or STS-1 as mutually
agreed to by the parties. When a DS3 or STS-1 handoff is agreed to by
the Parties, each Party will provide all required multiplexing at their
respective end.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-94 7F-4AA6A45427 4D
CW2722643 APPENDIX NlM
PAGES
3. METHODS OF INTERCONNECTION
4.
3.1 Indirect Interconnection
3.1.1 The Parties agree that initially and for so long as traffic volumes do not
warrant direct interconnect, traffic shall be exchanged by transiting such
traffic through third party LEC tandems. Each party shall be financially
and operationally responsible for the entire costs of providing facilities
from its network to the POI for the exchange of such traffic.
3.1.2 Where the traffic exchanged between Level 3 and a specific TDS
TELECOM host or end office switch requires twenty-four (24) or more
trunks for three consecutive months, or it is otherwise economically
advantageous, the Parties shall implement direct trunks to the POI
associated with the specific host or end office switch in accordance with
Appendix ITR Section 4. The Parties agree to negotiate in good faith to
reach agreement to accommodate direct interconnection.
3.2 Leased Facility Interconnection ("LFI")
3.2.1 Where facilities exist, either Party may lease facilities from the other Party
pursuant to applicable tariff.
3.3 Leased Facilities From a Third Party
3.3.1 Level 3 may at its discretion lease interconnection facilities from a third
party carrier.
3.4 Indirect Interconnection via Third Party Tandem
3.4.1 Interconnect indirectly via a third party tandem provider.
3.5 Direct End/Host Office Interconnection
3.5.1 LEVEL 3 may interconnect at TDS TELECOM's end or host office
INTERCONNECTED VoIP PROVIDER (IVP) TRAFFIC EXCHANGE
4.1 TDS TELECOM and LEVEL 3 will interconnect, exchange traffic and maintain
compensation for traffic originated by or destined to an IVP.
4.2 LEVEL 3 will follow applicable procedures of the LERG and the LEVEL 3
Agreement in order to identify the OCNs and NPA-NXX(s) of the Interconnected
VoIP Provider which will be associated with LEVEL 3's switch and routed on
LEVEL 3 's interconnection trunk groups.
4.3 LEVEL 3 and TDS TELECOM will continue to exchange traffic under the terms
of this Agreement, including treatment of traffic terminating to TDS TELECOM
End Users. Solely for purposes of this Amendment, all Local Traffic originated
TDS TELECOM/LEVEL 3
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CW2722643 APPENDIX NlM
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by Parties utilizing interconnection facilities and terminating to TDS TELECOM
End Users will be treated as though originated by LEVEL 3.
4.4 No compensation for transiting traffic will be paid by TDS TELECOM to LEVEL
3 for traffic that TDS TELECOM sends through LEVEL 3 to terminate to
Interconnected VoIP Provider. All TDS TELECOM End User traffic will be
treated as though it was terminated with LEVEL 3.
4.5 Both Parties will pass unaltered signaling information (e.g., originating Calling
Party Number and destination called party number, etc. for the either Party's
traffic per 4 7 C.F .R. § 64.160 l and industry standards.
4.6 TDS TELECOM will not be responsible to provide 911 services directly to the
Interconnected VoIP Provider and that, instead, LEVEL 3 will be responsible as
the Carrier Partner to provide such 911 services in accordance with applicable
terms of the Agreement.
5. RESPONSIBILITIES OF THE PARTIES
5.1 If LEVEL 3 determines to offer local exchange service within a TDS TELECOM
area, LEVEL 3 shall provide thirty (30) days written notice to TDS TELECOM of
the need to establish Interconnection. Such request shall include (i) LEVEL 3 's
Switch address, type, and CLLI; (ii) LEVEL 3 's requested Interconnection
activation date; and (iii) a non-binding forecast of LEVEL 3's trunking and
facilities requirements.
5.2 Upon receipt of LEVEL 3's notice to interconnect, the Parties shall schedule a
meeting to negotiate and mutually agree on the network architecture (including
trunking) to be documented as discussed above. The Interconnection activation
date for an Interconnect shall be established based on then-existing work force
and load, the scope and complexity of the requested Interconnection and other
relevant factors.
5.3 If LEVEL 3 deploys additional switches after the Effective Date or otherwise
wishes to establish Interconnection with additional TDS TELECOM Central
Offices, LEVEL 3 shall provide written notice to TDS TELECOM to establish
such Interconnection. The terms and conditions of this Agreement shall apply to
such Interconnection. If TDS TELECOM deploys additional End Office switches
in a local exchange after the effective date or otherwise wishes to establish
Interconnection with additional LEVEL 3 Central Offices in such local exchange,
TDS TELECOM shall be entitled, upon written notice to LEVEL 3, to establish
such Interconnection and the terms and conditions of this Agreement shall apply
to such Interconnection.
5.4 LEVEL 3 and TDS TELECOM shall work cooperatively to install and maintain a
reliable network. LEVEL 3 and TDS TELECOM shall exchange appropriate
information (e.g., maintenance contact numbers, network information,
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
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CW2722643 APPENDIX NIM
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information required to comply with law enforcement and other security agencies
of the federal and state government and such other information as the Parties shall
mutually agree) to achieve this desired reliability.
5.5 LEVEL 3 and TDS TELECOM will review engineering requirements as required
and establish semi-annual forecasts for facilities utilization provided under this
Appendix.
5.6 LEVEL 3 and TDS TELECOM shall:
5.6.1 Provide trained personnel with adequate and compatible test equipment to
work with each other's technicians.
5.6.2 Notify each other when there is any change affecting the service
requested, including the due date.
5.6.3 Recognize that a facility handoff point must be agreed to that establishes
the demarcation for maintenance and provisioning responsibilities for each
party on their side of the POI.
6. JOINT FACILITY GROWTH PLANNING
6.1 The initial fiber optic system deployed for each Interconnection shall be agreed to
by the Parties. The following lists the criteria and processes needed to satisfy
additional capacity requirements beyond the initial system.
6.2 Criteria:
6.2.1 Investment is to be minimized.
6.2.2 Facilities will be planned for in accordance with the trunk forecasts
exchanged between the Parties as described in Appendix ITR and are to be
deployed in accordance with the Processes described below.
6.3 Processes:
6.3.1 In addition to the semi-annual forecast process, discussions to provide
relief to existing facilities can be initiated by either party. Actual system
augmentations will be initiated upon mutual agreement.
6.3.2 Both Parties will perform a joint validation to ensure current
Interconnection facilities and associated trunks have not been over­
provisioned. If any facilities and/or associated trunks are over­
provisioned, they will be turned down where appropriate. Trunk design
blocking criteria described in Appendix ITR will be used in determining
trunk group sizing requirements and forecasts.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643 APPENDIX NIM
PAGE 8
6.3.3 Both Parties will negotiate a project service date and corresponding work
schedule to construct relief facilities prior to facilities exhaust.
6.3.4 The joint planning process/negotiations should be completed within two
months of the initiation of such discussion.
7. APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS
7. I Every interconnection and service provided hereunder shall be subject to all rates,
terms and conditions contained in this Agreement which are legitimately related
to such interconnection or service.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643 APPENDIX NP
PAGE I
APPENDIX NUMBER PORTABILITY
TDS TELECOM/ LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
TABLE OF CONTENTS
APPENDIX NP
PAGE2
1. INTRODUCTION ................................................................................................................... 3
2. LOCAL NUMBER PORTABILITY ..................................................................................... 3
3. MASS CALLING .................................................................................................................... 6
4. PROVISION OF LNP BY LEVEL 3 TO TDS TELECOM ............................................... 6
TDS TELECOM/ LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-94 7F-4AA6A45427 40
CW2722643 APPENDIX NP
PAGE3
APPENDIX NP
NUMBER PORT ABILITY
1. INTRODUCTION
1.1 This Appendix sets forth terms and conditions for Number Portability provided by
TDS TELECOM and LEVEL 3.
1.2 The prices at which TDS TELECOM agrees to provide LEVEL 3 with Number
Portability are contained in the applicable Appendix PRICING and/or the
applicable tariff where stated.
2. LOCAL NUMBER PORT ABILITY
2.1 General Terms and Conditions
2.1.1 The Parties agree that the industry has established local routing number
(LRN) technology as the method by which local number portability (LNP)
will be provided in response to FCC Orders in FCC 95-116 (i.e., First
Report and Order and subsequent Orders issued to the date this agreement
was signed). As such, the parties agree to provide LNP via LRN to each
other as required by such FCC Orders.
2.1.2 The Parties do not offer LNP services and facilities for NXX codes 555 ,
976,950.
2.2 Obligations of LEVEL 3:
2.3
2.2.1 LEVEL 3 is responsible for advising the Number Portability
Administration Center (NPAC) of telephone numbers that it imports, and
the associated data as identified in the North American Numbering
Council's (NANC) Inter-Service Provider LNP Operations Flows as being
required for LNP.
2.2.2 For LNP orders LEVEL 3 shall adhere to standard Ordering and Billing
Forum (OBF) Local Service Request (LSR) format. Should LEVEL 3
request a coordinated port, the due date and time will be negotiated
between LEVEL 3 and TDS TELECOM.
2.2.3 LEVEL 3 shall adhere to reserved number standards as set by the FCC.
Obligations of Both Parties
2.3.1 The Parties shall cooperate in performing act1V1t1es required to port
Customer telephone number(s). Cooperation shall not be construed as
coordinated porting.
TDS TELECOM/ LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643 APPENDIX NP
PAGE4
2.3.2 Either Party may request a Customer Service Record (CSR) prior to
placing a porting order. Where requested and available, the Parties will
make commercially reasonable efforts to return CSRs within 24 hours,
excluding weekends and holidays.
2.3.3 When a ported telephone number becomes vacant, e.g., the telephone
number is no longer in service by the original End User, the ported
telephone number will be released back to the carrier owning the switch in
which the telephone number's NXX is native after appropriate time has
elapsed for intercept notification.
2.3.4 Each Party has the right to block default routed calls from entering a
network in order to protect the public switched network from overload,
congestion, or failure propagation.
2.3.5 NANC Inter-Service Provider LNP Operations Flows approved and
adopted by the FCC shall be followed regarding all aspects of porting
numbers from one network to another.
2.3.6 Each Party shall become responsible for the End User's other
telecommunications related items, e.g. E91 l , Directory Listings, Operator
Services, Line Information Database (LIDB), when they port the End
User's telephone number to their switch.
2.4 Limitations of Service
2.4.1 When porting from TDS Telecom, telephone numbers can be ported only
within TDS TELECOM rate centers, as approved by the State
Commission. If geographic number portability is ordered by the FCC or
the Commission during the term of this Agreement, the Parties will
promptly negotiate any necessary revisions to this appendix to
accommodate geographic number portability. In the event the Parties are
unable to negotiate such changes within thirty (30) days, either Party may
invoke the dispute resolution procedures under this Agreement.
2.4.2 Both Parties recognize that a single Central Office may be used to
terminate calls for multiple rate centers. As addressed in 2. 7 .1 above,
neither Party will assign ported numbers to customer premises outside a
number's native rate center or rate district in such a manner as to
circumvent FCC rules regarding geographic number portability.
2.5 LNP Querying
TDS TELECOM/ LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643 APPENDIX NP
2.6
PAGES
2.5.1 The switch's LRN software determines if the called party is in a portable
NXX. If the called party is in a portable NXX, a query is launched to the
LNP database to determine whether or not the called number is ported.
2.5.2 The FCI (Forward Call Identifier) field's entry is changed from O to 1 by
the switch triggering the query when a query is made, regardless of
whether the called number is ported or not.
2.5.3 The N-1 carrier (N carrier is the responsible Party for terminating call to
the End User) has the responsibility to determine if a query is required, to
launch the query, and to route the call to the switch or network in which
the telephone number resides.
2.5.4 If a Party chooses not to fulfill its N-1 carrier responsibility, the other
Party will perform queries on calls to telephone numbers with portable
NXXs received from the N-1 carrier and route the call to the switch or
network in which the telephone number resides. TDS TELECOM will
perform LNP Query Service for LEVEL 3 pursuant to the terms and
conditions set forth in National Exchange Carrier Association (NECA)
Tariff FCC No. 5. LEVEL 3 will perform N-1 responsibilities on the
same terms as TDS TELECOM provides for in its applicable tariff.
2.5.5 A Party shall be responsible for payment of charges to the other Party for
any queries made on the N-1 carrier's behalf when one or more telephone
numbers have been ported in the called telephone number's NXX.
Charges by each Party will be at the rate set forth in TDS TELECOM's
applicable tariff.
2.5.6 Both Parties shall, when available, populate the Jurisdictional
Identification Parameter (JIP) field with the first six (6) digits (NPA NXX
format) of the appropriate LRN of the originating switch.
Pricing
2.6.1 The price of LNP queries shall be the same as those in NECA's FCC No. 5
Access Services Tariff in which TDS TELECOM is a concurring carrier.
2.6.2 Standard Service Order charges for processing Local Service Requests
(LSRs) as specified in Appendix Pricing apply to LNP orders. Other than
standard Service Order charges, the Parties agree not to charge each other,
or any of the other Party's End Users for the provisioning or conversion of
ported telephone numbers during regular working hours. To the extent
LEVEL 3 requests porting to be performed outside of TDS TELECOM's
regular working hours, or the work requires TDS TELECOM's
TDS TELECOM/ LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643 APPENDIX NP
PAGE6
technicians or project managers to work outside of regular working hours,
premium time and material charges shall apply.
3. MASS CALLING
3.1 General Terms and Conditions
3.1.1 Mass calling codes, i.e., choke/HVCI NXXs, are used in a network serving
arrangement in special circumstances where large numbers of incoming
calls are solicited by an End User and the number of calls far exceeds the
switching capacity of the terminating office, the number of lines available
for terminating those calls, and/or the STP's query capacity to the LNP
database. Number portability for mass calling codes will be done on an
Individual Case Basis.
4. PROVISION OF LNP BY LEVEL 3 TO TDS TELECOM
4.1 LEVEL 3 shall provide LNP to TDS TELECOM under no less favorable terms
and conditions as when TDS TELECOM provides such services to LEVEL 3.
TDS TELECOM/ LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643 APPENDIX NUMBERING
PAGE I
APPENDIX NUMBERING
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-94 7F-4AA6A45427 4D
CW2722643
TABLE OF CONTENTS
APPENDIX NUMBERING
PAGE2
1. INTRODUCTION 3
2. GENERAL TERMS AND CONDITIONS 3
3. APPLICABILITY OF OTHER RA TES, TERMS AND CONDITIONS 4
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-94 7F-4AA6A45427 4D
CW2722643
APPENDIX NUMBERING
1. INTRODUCTION
APPENDIX NUMBERING
PAGE3
1.1 This Appendix sets forth the terms and conditions under which TDS
TELECOM and LEVEL 3 will coordinate with respect to NXX
assignments.
2. GENERAL TERMS AND CONDITIONS
2.1 Nothing in this Agreement shall be construed to limit or otherwise
adversely impact in any manner either Party's right to employ or to request
and be assigned any North American Numbering Plan (NANP) number
resources from the numbering administrator including, but not limited to,
central office (NXX) codes pursuant to the Central Office Code
Assignment Guidelines, or to establish, by tariff or otherwise, Exchanges
and Rating Points corresponding to such NXX codes. Each Party is
responsible for administering the NXX codes it is assigned.
2.2 At a minimum, in those Metropolitan Exchange Areas where LEVEL 3 is
properly certified by the appropriate regulatory body and intends to
provide local exchange service, LEVEL 3 shall obtain a separate NXX
code for each TDS TELECOM rate center which is required to ensure
compliance with the industry-approved Central Office Code (NXX)
Assignment Guidelines (most current version) or other industry approved
numbering guidelines and the FCC's Orders pertaining to Local Number
Portability (LNP). This will not apply where number pooling is in effect.
In areas where thousand block number pooling is in place, LEVEL 3 shall
obtain a separate thousand block for each rate center it intends to provide
local exchange service. LEVEL 3 shall terminate all calls to individual
codes to Customers physically located within the codes' respectively
assigned rate centers. This will enable LEVEL 3 and TDS TELECOM to
identify the jurisdictional nature of traffic for intercompany compensation
until such time as both Parties have implemented billing and routing
capabilities to determine traffic jurisdiction on a basis other than NXX
codes.
2.3 Pursuant to Section 7.3 of the North American Numbering Council Local
Number Portability Architecture and Administrative Plan report, which
was adopted by the FCC, Second Report and Order, CC Docket 95-116,
released August 18, 1997, portability is technically limited to rate
center/rate district boundaries of the incumbent LEC due to rating and
routing concerns.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
2.4
2.5
2.6
2.7
APPENDIX NUMBERING
PAGE4
Each Party is responsible to program and update its own switches and
network systems to recognize and route traffic to the other Party at all
times.
Each Party is responsible to input required data into the Routing Data Base
Systems (RDBS) and into the Telcordia Rating Administrative Data
Systems (BRADS) or other appropriate system(s) necessary to update the
Local Exchange Routing Guide (LERG).
Neither Party is responsible for notifying the other Parties' End Users of
any changes in dialing arrangements, including those due to NPA exhaust.
NXX Migration
2. 7 .1 Where either Party has activated an entire NXX for a single end
user, or activated more than half of an NXX for a single end user
with the remaining numbers in that NXX either reserved for future
use or otherwise unused, and such End-User chooses to receive
service from the other Party, the first Party shall cooperate with the
second Party to have the entire NXX reassigned in the LERG (and
associated industry databases, routing tables, etc.) to an End Office
operated by the second Party provided that the requested rate
center is the same rate center that physically serves the customer in
a non-foreign exchange arrangement. Such transfer will require
development of a transition process to minimize impact on the
Network and on the end user(s)' service and will be subject to
appropriate industry lead times (currently forty-five (45) days) for
movements of NXXs from one switch to another. In a Thousand­
block number-pooling environment, where a provider has a large
block of numbers and wants to migrate to another provider, LNP
will be the migration method.
2.8 Test Numbers
2.8.1 Each Party is responsible for providing to the other, valid test
numbers.
3. APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS
3 .1 Every interconnection and service provided hereunder shall be subject to
all rates, terms and conditions contained in this Agreement which are
legitimately related to such interconnection or service.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
TDS TELECOM/LEVEL 3
Interconnection Agreement
APPENDIX-PRICING
APPENDIX PRJCING
PAGE I
April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
TABLE OF CONTENTS
APPENDIX PRICING
PAGE2
1. INTRODUCTION ............................................................................................................................ 3
2. RECURRING CHARGES .............................................................................................................. 3
3. NON-RECURRING CHARGES .................................................................................................... 3
4. BILLING ........................................................................................................................................... 4
5. APPLICABILITY OF OTHER RA TES, TERMS AND CONDITIONS ................................... 4
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
APPENDIX PRICING
1. INTRODUCTION
APPENDIX PRICING
PAGE3
1.1 This Appendix sets forth the pricing terms and conditions for TDS TELECOM
and LEVEL 3.
1.2 If a rate element and/or charge for a product or service contained in, referenced to
or otherwise provided by TDS TELECOM under this Agreement (including any
attached or referenced Appendices) is not listed in this Appendix PRICING, such
rates and charges shall be determined in accordance with Section 252(d) of the
Act; provided however, if TDS TELECOM provides a product or service that is
not subject to the pricing principles of the Act, such rate(s) and/or charges shall be
as negotiated by TDS TELECOM and LEVEL 3.
1.3 Except as otherwise agreed upon by the Parties in writing or by the publication of
or concurrence in tariffs or price lists filed with the FCC or the Commission, TDS
TELECOM shall not be required to provide LEVEL 3 a product or service under
this Agreement unless and until the Parties have agreed upon a rate element or
charge (whether a final rate/charge or, as agreed upon by the Parties, an interim
rate/charge subject to a true-up, true-down) applicable to the requested product
and/or service.
1.4 The pricing list is in Attachment A found in this Appendix PRICING.
2. RECURRING CHARGES
2.1 Unless otherwise identified in Attachment A of this Appendix PRICING, where
rates are shown as monthly, a month will be defined as a 30-day calendar month.
The minimum term for each monthly rated element will be one (I) month. After
the initial month, billing will be on the basis of whole or fractional months used.
The minimum term for non-monthly rated services, if applicable, will be specified
in the rate table included in this Appendix.
2.2 Where rates are distance sensitive, the mileage will be calculated on the airline
distance involved between the locations. To determine the rate to be billed, the
Parties will first compute the mileage using the V &H coordinates method, as set
forth in the National Exchange Carrier Association, Inc. Tariff FCC No 4. When
the calculation results in a fraction of a mile, the fractional mileage will be
rounded up to the next whole mile before determining the mileage and applying
rates.
3. NON-RECURRING CHARGES
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643 APPENDIX PRICING
PAGE4
3.1
3.2
3.3
3.4
3.5
Where rates consist of usage sensitive charges or per occurrence charges, such
rates are classified as "non-recurring charges."
LEVEL 3 shall pay a service order processing/administration charge for each
service order submitted by LEVEL 3 to TDS TELECOM.
Some items, which must be individually charged (e.g., extraordinary charges,
LEVEL 3 Changes, etc.), are billed as nonrecurring charges.
Time and Material charges (a.k.a. additional labor charges) are defined in the
Pricing Attachment A.
All charges assume work performed during normal business hours (8:00 AM to
5:00 PM Monday through Friday). For work requested outside of normal
business hours or on weekends and holidays, premium rates will apply.
4. BILLING
4.1 For information regarding billing, non-payment, disconnects and dispute
resolution, see the General Terms and Conditions of this Agreement.
5. APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS
5.1 Every interconnection and service provided hereunder shall be subject to all rates,
terms and conditions contained in this Agreement which are legitimately related
to such interconnection or service.
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
TDS TELECOM-Teleport
Contracted Interconnection Rates
Local Service Non-Recurring Charges (see Aeeendix NP}
Local Service Order (LSR)
Per Initial Order:
Per Supplemental Order:
Directory Service Order (DSR)-per Order
Miscellaneous Testing and other Additional Labor-each half hour or fraction
thereof
Overtime per employee
Premium Time per employee
RECIPROCAL COMPENSATION (see Aeeendix Recie Come}
Local Traffic Termination
WHITE PAGES lsee Annendix WP\
Directory
Per book copy delivered to Charter End User
Per Book copy Delivered in Bulk to CLEC
*5% discount on orders over 500
PERCENT LOCAL USAGE FACTOR IPLUl /See Aooendix Recio Como\
TDS Telecom Originated-CLEC Terminated Traffic {PLU)
CLEC Originated-TDS Telecom Terminated Traffic (PLU)
Appendix Pricing
Attachment A
TDS TELECOM-CLEC
Idaho
Mommy
Recurring Non Recurring
$20.00
$5.00
$5.00
$24.50
$45.00
Bill and Keep
$ 5.00
$ 5.00
100%
100%
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
APPENDIX RECIPROCAL COMPENSATION
PAGE I
APPENDIX
RECIPROCAL COMPENSATION
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2711034 APPENDIX RECIPROCAL COMPENSATION
PAGE2
TABLE OF CONTENTS
I. INTRODUCTION ..................................................................................................................................................... 3
2. TRANSMJSSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC RELEVANT TO
COMPENSATION .................................................................................................................................................... 3
3. RESPONSIBILITIES OF THE PARTIES ................................................................................................................. 5
4. LOCAL TRAFFIC COMPENSATION ..................................................................................................................... 6
5. BILLING FOR MUTUAL COMPENSATION ......................................................................................................... 6
6. APPLICABILITY OF OTHER RA TES TERMS AND CONDITIONS ................................................................... 8
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2711034 APPENDIX RECIPROCAL COMPENSATION
PAGE3
APPENDIX RECIPROCAL COMPENSATION
(Mutual Compensation for Transport, Termination, and Transiting)
1. INTRODUCTION
1.1 This Appendix sets forth terms and conditions for Reciprocal Compensation
provided by TDS TELECOM and LEVEL 3.
2. TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE
TRAFFIC RELEVANT TO COMPENSATION
2. I The Telecommunications traffic exchanged between LEVEL 3 and TDS
TELECOM will be classified as Local Traffic, ISP-Bound Traffic, IP-Enabled
Voice Traffic, intraLA TA Toll Traffic, or interLA TA Toll Traffic.
2.1.1 "Local Traffic," for purposes of intercarrier compensation, is
Telecommunications traffic originated by a End User Customer of one
Party in an exchange on that Party's network and terminated to an End
User Customer of the other Party on that other Party's network located
within the same exchange or other non-optional extended local calling
area associated with the originating customer's exchange as defined by
TDS TELECOM's applicable local exchange tariff. Local Traffic
includes Local ISP-Bound traffic. Local Traffic does not include: (1) any
Toll-ISP-Bound Traffic; (2) traffic that does not originate and terminate
within the same TDS TELECOM local calling area as such local calling
area is defined by TDS TELECOM's applicable local exchange tariff; (3)
Toll Traffic, including, but not limited to, calls originated on a 1 +
presubscription basis, or on a casual dialed (1OXXX/101 XXXX) basis; ()
optional extended local calling area traffic; (5) special access, private line,
Frame Relay, ATM, or any other traffic that is not switched by the
terminating Party; or, (6) Tandem Transit Traffic.
2.1.2 "ISP-Bound Traffic" means traffic that originates from or is directed,
either directly or indirectly, to an information service provider or Internet
service provider (ISP) who is physically located in an exchange within the
local calling area of the originating End User. Traffic originated from ,
directed to an ISP physically located outside the originating End User's
local calling area will be considered toll traffic and subject to access
charges.
2.1.3 "IP-Enabled Voice Traffic" means any IP-enabled, real-time, multi­
directional voice call, including, but not limited to, service that mimics
traditional telephony. IP-Enabled Voice Traffic includes:
2.1.3 .1 Voice traffic originating on Internet Protocol Connection (IPC),
and which terminates on the Public Switched Telephone Network
(PSTN); and
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2711034 APPENDIX RECIPROCAL COMPENSATION
PAGE4
2.1.3.2 Voice traffic originated on the PSTN, and which terminates on
IPC, and
2.1.3.3 Voice traffic ongmating on the PSTN, which is transported
through an IPC, and which ultimately, terminates on the PSTN.
2.2 Reciprocal compensation applies for transport and termination of Local Traffic
terminated by either Party's switch. The Parties agree that the jurisdiction of a call
is determined by its originating and terminating (end-to-end) points. When an End
User originates a call which terminates to an End User physically located in the
same local calling area and served on the other Party's switch, the originating
Party shall compensate the terminating Party for the transport and termination of
Local Traffic in accordance with Section 4 of this Appendix.
2.2.1 If either Party assigns NP A/NXXs to specific rate centers and assigns
numbers from those NPA/NXXs to End-Users physically located outside
of the rate center to which the NPA/NXX is assigned ("Virtual NXX or
VNXX"), such traffic originating from within the rate center where the
NPA/NXX is assigned and terminating to such End-Users at a location
outside the originating rate center, shall not be deemed Local Traffic, and
the applicable Parties tariffed switched access rates shall be applied for the
termination of such traffic.
2.2.2 Due to the advancement of IP technology and applications available,
services have become more mobile. Because of this, the Parties agree that
Traffic originating from or terminating to an Internet protocol (IP) device
other than at the End User's service location (Nomadic Traffic) provided
by either Party will be incidental. If either Party believes that the majority
of the other Party's traffic is Nomadic Traffic, then the Parties can conduct
audits or take other commercially reasonable steps to verify that the other
Party is not provisioqing any of its services to intentionally circumvent
applicable Switched Access Service charges. If either Party intends to send
primarily Nomadic Traffic then such Party shall notify the other Party in
writing within sixty (60) days to amend the Agreement.
2.3 When LEVEL 3 establishes service in a new area, the Parties' obligation for
reciprocal compensation to each other shall commence on the date the Parties
agree that the network is complete (i.e., each Party has established its originating
trunks as well as any ancillary functions (~, 9-1-1) and is capable of fully
supporting originating and terminating End Users' (and not a Party's test) traffic.
If there is no formal agreement as to the date of network completion, it shall be
considered complete no later than the date that live traffic first passes through the
network.
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2711034
2.4
2.5
2.6
2.7
2.8
APPENDIX RECIPROCAL COMPENSATION
PAGES
The compensation arrangements set forth in this Appendix are not applicable to
(i) Exchange Access traffic, (ii) traffic originated by one Party on a number ported
to its network that terminates to another number ported on that same Party's
network or (iii) any other type of traffic found to be exempt from reciprocal
compensation by the FCC or the Commission. All Exchange Access traffic and
intraLA TA Toll Traffic shall continue to be governed by the terms and conditions
of applicable federal and state access tariffs or Price Lists. Optional calling plans,
where applicable, will be classified as toll traffic.
IP-Enabled Voice Traffic shall be assigned to the corresponding jurisdiction for
compensation purposes, if all the signaling parameters are included with the
traffic exchange. Calling Party Number ("CPN") and, when available,
Jurisdictional Indicator Parameter ("JIP") of the originating IP-Enabled Voice
Traffic shall indicate the geographical location of the actual IPC location, not the
location where the call enters the PSTN. Compensation for this traffic is as
outlined in the FCC Intercarrier Compensation Order# 11-161.
Private Line Services include private line-like and special access services and are
not subject to local reciprocal compensation. Private Line Services are defined as
dedicated Telecommunications channels provided between two points or switched
among multiple points and are used for voice, data, audio or video transmission.
Private Line services include, but are not limited to, WATS access lines.
Except as provided otherwise in this Agreement, the Parties understand and agree
that either Party, upon ten (I 0) days written notice to the other Party, may block
any traffic that is improperly routed by the other Party over any trunk groups
and/or which is routed outside of the mutual agreement of the Parties.
Neither Party shall be obligated to compensate the other Party or any Third Party
for telecommunications traffic that is inappropriately routed.
3. RESPONSIBILITIES OF THE PARTIES
3.1 Each Party to this Appendix will be responsible for the accuracy and quality of its
data as submitted to the respective Parties involved. It is the responsibility of each
Party to originate and transmit complete and unaltered calling party number
(CPN), as received by an originating party. Each Party is individually responsible
to provide facilities within its network for routing, transporting, measuring, and
billing traffic from the other Party's network and for delivering such traffic to the
other Party 's network as referenced in Telcordia Technologies BOC Notes on
LEC Networks and to terminate the traffic it receives in that standard format to
the proper address on its network. The Parties are each solely responsible for
participation in and compliance with national network plans, including the
Telecommunications Service Priority (TSP) System for National Security
Emergency Preparedness (NSEP).
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2711034
3.2
3.3
3.4
3.5
APPENDIX RECIPROCAL COMPENSATION
PAGE6
Each Party is responsible to input required data into Routing Data Base Systems
(ROBS) and into Telecordia Technologies Rating Administrative Data Systems
(example: BRADS) or other appropriate system(s) necessary to update the Local
Exchange Routing Guide.
Neither Party shall use any Interconnection, function, facility , product, network
element, or service provided under this Agreement or any other service related
thereto or used in combination therewith in any manner that interferes with or
impairs service over any facilities of either Party, its affiliated companies or other
connecting telecommunications carriers, prevents any carrier from using its
Telecommunication Service, impairs the quality or privacy of
Telecommunications Service to other carriers or to either Party's End Users,
causes hazards to either Party's personnel or the public, damage to either Party's
or any connecting carrier's facilities or equipment, including any malfunction of
ordering or billing systems or equipment. Upon such occurrence, either Party
may discontinue or refuse service for so long as the other Party is violating this
provision. Upon any such violation, either Party shall provide the other Party
notice and correction of the violation at the earliest practicable time.
Each Party is solely responsible for the services it provides to its End Users and to
other Telecommunications Carriers.
Where SS7 connections exist, each Party will provide the other with the proper
signaling information (e.g., originating Calling Party Number, JlP when available,
and destination called party number, etc.), to enable each Party to issue bills in a
complete and timely fashion . CCS signaling parameters will be provided
including CPN, JlP when available, Originating Line Information Parameter
(OLIP) on calls to 8XX telephone numbers, calling party category, Charge
Number, etc. All privacy indicators will be honored.
4. LOCAL TRAFFIC COMPENSATION
4.1 The rates, terms, conditions contained herein apply only to the termination of
Local Traffic on the Parties' networks. All applicable rate elements can be found
in Appendix PRICING.
5. BILLING FOR MUTUAL COMPENSATION
5.1 Direct Interconnection
5.1.1 Where the Parties utilize Direct Interconnection for the exchange of traffic
between their respective networks, each Party will calculate terminating
interconnection minutes of use based on standard Automatic Message
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274O
CW2711034 APPENDIX RECIPROCAL COMPENSATION
PAGE7
Accounting (AMA) recordings or Call Detail Records (CDRs) made
within each Party's network. These recordings are the basis for each Party
to generate bills to the other Party. For purposes of reciprocal
compensation only, measurement of minutes of use over Local
Interconnection Trunk Groups shall be in actual conversation seconds. The
total conversation seconds over each individual Local Interconnection
Trunk Group will be totaled for the entire monthly bill and then rounded
to the next whole minute.
5.1.2 Where SS7 connections exist between TDS TELECOM and LEVEL 3, if
either Party fails to provide CPN (valid originating information) or JIP on
at least ninety-five percent (95%) of total traffic, then traffic sent to the
other Party without CPN (valid originating information) will be handled in
the following manner.
5.1.2. l The remaining five percent (5%) of unidentified traffic will be
treated as having the same jurisdictional ratio as the ninety-five
(95%) of identified traffic.
5.1.2.2 If the unidentified traffic exceeds five percent (5%) of the total
traffic, all of the unidentified traffic shall be billed at a rate equal to
access charges.
5.1 .2.3 If the originating Party disputes the percentage of unidentified
traffic, it will provide to the other Party, upon request, information
to demonstrate that Party's portion of no-CPN traffic does not
exceed five percent (5%) of the total traffic delivered.
5.1.2.4 The Parties will coordinate and exchange data as necessary to
determine the cause of the CPN failure and to assist its correction.
5.2 Indirect Interconnection
5.2. l For any overflow traffic exchanged between the Parties via third party
tandems, each Party may utilize records provided by the tandem operator to
invoice for traffic terminating on its network. The Parties agree to accept the
applicable billing records from the tandem operator as representative of the traffic
exchanged between the Parties.
5.2.2 To calculate intrastate toll access charges, each Party shall provide to the
other, within twenty (20) calendar days after the end of each quarter (commencing
with the first full quarter after the effective date of this Agreement), a PLU
(Percent Local Usage) factor. Each company should calculate the PLU factor on
a LAT A basis using their originating lntraLA TA minutes of use. The Parties shall
provide a separate PLU for each TDS TELECOM operating company covered
under this Agreement. The percentage of originating Local Traffic plus ISP-
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-94 7F-4AA6A45427 4D
CW2711034 APPENDIX RECIPROCAL COMPENSATION
PAGES
Bound Traffic to total intrastate (Local Traffic, ISP-Bound Traffic, and
intraLA TA toll) originating traffic would represent the PLU factor.
5.3 Audits of usage associated with Reciprocal Compensation shall be performed as
specified in§ 38 of the General Terms and Conditions of this Agreement.
5.4 The Parties shall be governed by applicable state and federal rules, practices, and
procedures regarding the provision and recording of billing records. Neither Party
shall bill for records older than two (2) years.
6. APPLICABILITY OF OTHER RATES TERMS AND CONDITIONS
6.1 Every interconnection and service provided hereunder shall be subject to all rates,
terms and conditions contained in this Agreement which are legitimately related
to such interconnection or service.
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
TDS TELECOM/LEVEL 3
Interconnection Agreement
APPENDIX WP
APPENDIX WP
PAGE I
April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
TABLE OF CONTENTS
APPENDIX WP
PAGE2
1. INTRODUCTION ............................................................................................................... 3
2. SERVICE PROVIDED ...................................................................................................... 3
3. USE OF SUBSCRIBER LISTING INFORMATION ..................................................... 5
4. PRICING ............................................................................................................................. 6
5. LIABILITY ......................................................................................................................... 6
6. BREACH OF CONTRACT ............................................................................................... 7
7. TERM ................................................................................................................................... 7
8. APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS ...................... 7
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
1. INTRODUCTION
APPENDIX WP
(WHITE PAGES DIRECTORY)
APPENDIX WP
PAGE3
1.1 This Appendix sets forth terms and conditions that shall apply to LEVEL 3 for
inclusion of End User Listings in TDS TELECOM White Page Telephone
Directories and Directory Assistance databases on the same basis as TDS
Telecom Listings.
1.2 The prices at which TDS TELECOM agrees to provide LEVEL 3 with White
Page and Directory Assistance database services are contained in the applicable
Appendix PRICING.
1.3 Level 3 currently works directly with a third-party publisher to make its directory
listings available to any and all publishers. At its option, if Level 3 or its third­
party publisher will not be utilizing TDS Print Directory, Online directory or
Directory or Directory Assistance Databases, the White Page services would not
be appliable.
2. SERVICE PROVIDED
2.1 TDS TELECOM publishes White Pages (WP) directories for geographic areas in
which LEVEL 3 also provides local exchange telephone service, and LEVEL 3
wishes to include alphabetical listings information for its End Users in the
appropriate TDS TELECOM WP directories and/or Directory Assistance
databases.
2.2 In select locations, the TDS TELECOM printed directories may include listings
for business subscribers only. At all locations, the TDS TELECOM Online
Directory and Directory Assistance Database services shall include both business
and residential subscribers' listings.
2.3 Level 3 also desires distribution to its End Users of the printed directories that
include listings of LEVEL 3's End Users.
2.4 TDS TELECOM shall provide LEVEL 3 and its End Users, if requested by
LEVEL 3, access to WP and/or directory listings under the following terms:
2.4.1 Prior to the issuance of a particular directory, LEVEL 3 shall furnish to
TDS TELECOM via a Local Service Request (LSR) all new, changed and
deleted subscriber listing information pertaining to LEVEL 3 End Users
located within the local directory scope, along with such additional
information as TDS TELECOM may require to prepare and print the
alphabetical listings of said directory. LEVEL 3 may provide LEVEL 3's
subscriber listing information to TDS TELECOM for inclusion in the
printed and/or online directory up to thirty (30) days prior to the service
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-94 7F-4AA6A45427 4D
CW2722643 APPENDIX WP
PAGE4
order close date. TDS TELECOM will publish service order close dates on
its website 60 days prior to the service order close date. Applicable
service order charges as set forth in Appendix PRICING shall apply.
2.4.2 So long as LEVEL 3 provides listing information to TDS TELECOM as
set forth above, TDS TELECOM will include in appropriate WP
directories the primary alphabetical listings of all LEVEL 3 End Users
located within the local directory scope on the same basis as TDS
Telecom's own listings. TDS TELECOM will also include, where
applicable for LEVEL 3 business End Users, one alphabetical, non-bold
yellow page listing on the same basis as provided for TDS TELECOM
business End Users.
2.4.3 LEVEL 3's End User listings will be alphabetically interfiled with TDS
TELECOM's subscriber listings of the WP directory. After the service
order close date for a particular directory, TDS TELECOM shall provide
LEVEL 3 the directory publisher's interfiled proof of the subscriber
listings as such listings are to appear in the directory. The verification list
shall also include Directory Delivery Address information for each
LEVEL 3 End User. LEVEL 3 shall review this verification list upon
receipt and shall submit to TDS TELECOM any necessary additions,
deletions or modifications within five (5) Business Days.
2.4.4 Each LEVEL 3 subscriber will receive one copy per primary End User
listing of TDS TELECOM's WP directory in the same manner and at the
same time that they are delivered to TDS TELECOM's subscribers during
the annual delivery of newly published directories. TDS TELECOM has
no obligation to provide any additional WP directories above the
directories provided to LEVEL 3 or LEVEL 3 customers after each annual
distribution of newly published WP. For WP directories and/or WP
directories that are co-bound with Yellow Pages, LEVEL 3 may provide to
TDS TELECOM written specifications of the total number of directories
that it will require, at least sixty (60) days prior to the directory service
order close date. In that event, TDS TELECOM will deliver the
remaining directories included in the LEVEL 3's order in bulk to an
address specified by LEVEL 3.
2.4.5 TDS TELECOM will provide LEVEL 3 with I/8th page in each directory
(where LEVEL 3 has or plans to have local telephone exchange
customers) for LEVEL 3 to include LEVEL 3 specific-information (i.e.,
business office, residence office, repair bureau, etc.) in the WP directory
on an "index-type" informational page. No advertising will be permitted
on such informational page. This page will also include specific
information pertaining to other LEVEL 3s. At its option, LEVEL 3 shall
provide TDS TELECOM with its logo and information in the form of a
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-94 7F-4AA6A45427 4D
CW2722643 APPENDIX WP
PAGES
camera-ready copy, sized at I/8th of a page. The content of LEVEL 3's
camera-ready copy shall be subject to TDS TELECOM's approval.
2.4.6 The CLEC directory information provided in the TDS TELECOM WP
printed directories may include business subscribers only. The CLEC
residential directory information will be included in the WP directory only
if TDS TELECOM residential subscribers are included. The TDS
TELECOM Online Directory and Directory Assistance Database services
shall include both business and residential CLEC subscribers.
2.4.7 TDS TELECOM will include and maintain LEVEL 3 End User listings in
TDS TELECOM's Directory Assistance databases. To the extent that TDS
TELECOM's directory assistance listings are maintained in a database
administered by a third party, LEVEL 3 shall cooperate with TDS
TELECOM as needed to have LEVEL 3 listings loaded into such
database. LEVEL 3 shall provide such Directory Assistance listings to
TDS TELECOM at no charge.
2.4.8 LEVEL 3 shall provide to TDS TELECOM the names, addresses and
telephone numbers of all End Users who wish to be listed in the directory
assistance database but omitted from publication in WP directories (Non­
published). Non-Published listings will be subject to the rates as set forth
in TDS TELECOM 's applicable General Subscriber Services Tariff.
3. USE OF SUBSCRIBER LISTING INFORMATION
3.1 If provided to TDS TELECOM, LEVEL 3 authorizes TDS TELECOM to include
and use the subscriber listing information provided to TDS TELECOM pursuant
to this Appendix in TDS TELECOM's appropriate printed and online WP
directories and Directory Assistance database(s). Included in this authorization is
the exchange of extended area service listings TDS TELECOM provides for
Independent Company directory publications and release of LEVEL 3 listings to
requesting competing carriers as required by Section 251 (b )(3) and any applicable
state regulations and orders. Also included in this authorization is TDS
TELECOM's use of LEVEL 3's subscriber listing information in TDS
TELECOM's current and future directory. TDS TELECOM will afford LEVEL
3' s directory listing information the same level of confidentiality that TDS
TELECOM affords its own directory listing information.
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-94 7F-4AA6A45427 4D
CW2722643
4. PRICING
APPENDIX WP
PAGE6
4.1 The rates for the services described herein are identified in Appendix PRICING.
If LEVEL 3 provides its subscriber listing information to TDS TELECOM's
listings database, TDS TELECOM will assess a per book copy, per subscriber
line, charge at the time newly published directories are distributed to CLEC End
Users listed in printed and/or online directory, plus an annual, per book copy
charge at the time directories are delivered in bulk to LEVEL 3. Included in this
rate, LEVEL 3 will receive for its End User, one primary listing in TDS
TELECOM's WP directory; and, at the time of annual distribution of newly
published directories, one copy of the directory provided to either LEVEL 3's
End Users, or in bulk to the LEVEL 3 location. TDS TELECOM has no
obligation to warehouse WP directories for LEVEL 3 or provide WP directories
to LEVEL 3's End Users subsequent to the annual distribution of newly published
directories.
4.2 TDS TELECOM has no obligation to provide any additional WP directories
above the number of directories forecast by LEVEL 3 per Section 2.4.4 above.
While TDS TELECOM has no obligation to provide WP directories to LEVEL 3
or LEVEL 3's End Users after the annual distribution of newly published
directories, TDS TELECOM will in good faith attempt to accommodate LEVEL 3
requests for "Subsequent" directory orders ( orders placed after the initial
order/forecast is provided -see Section 2.4.4 above). Orders for directories above
the forecast number(s) will be filled subject to availability. In such event, TDS
TELECOM will provide the directories in bulk to LEVEL 3 and will assess a per
book charge.
5. LIABILITY
5.1 LEVEL 3 hereby releases TDS TELECOM from any and all liability for damages
due to errors or omissions in LEVEL 3 's subscriber listing information as
provided to TDS TELECOM under this Appendix, and/or LEVEL 3's subscriber
listing information as it appears in the WP directory, including, but not limited to,
special, indirect, consequential, punitive or incidental damages.
5.2 LEVEL 3 shall indemnify, protect, save harmless and defend TDS TELECOM (or
TDS TELECOM's officers, employees, agents, assigns and representatives) from
and against any and all losses, liability, damages and expense arising out of any
demand, claim, suit or judgment by a third party in any way related to any error or
omission in LEVEL 3's subscriber listing information, including any error or
omission related to non-published or non-listed subscriber listing information.
LEVEL 3 shall so indemnify regardless of whether the demand, claim or suit by
the_third party is brought jointly against LEVEL 3 and TDS TELECOM, and/or
against TDS TELECOM alone. However, if such demand, claim or suit
specifically alleges that an error or omission appears in LEVEL 3's subscriber
TDSTELECOM/LEVEL3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643 APPENDIX WP
PAGE 7
listing information in the WP directory, TDS TELECOM may, at its option,
assume and undertake its own defense, or assist in the defense of the LEVEL 3, in
which event the LEVEL 3 shall reimburse TDS TELECOM for reasonable
attorney's fees and other expenses incurred by TDS TELECOM in handling and
defending such demand, claim and/or suit.
5.3 This Appendix shall not establish, be interpreted as establishing, or be used by
either Party to establish or to represent their relationship as any form of agency,
partnership or joint venture. Neither Party shall have any authority to bind the
other nor to act as an agent for the other unless written authority, separate from
this Appendix, is provided. Nothing in the Appendix shall be construed as
providing for the sharing of profits or losses arising out of the efforts of either or
both of the Parties. Nothing herein shall be construed as making either Party
responsible or liable for the obligations and undertakings of the other Party.
6. BREACH OF CONTRACT
6.1 If either Party is found to have materially breached this Appendix and the
breaching Party fails to cure the breach within ten (I 0) calendar days after receipt
of notice from the other Party, the non-breaching Party may terminate the
Appendix by providing written notice to the breaching Party, whereupon this
Appendix shall be null and void with respect to any issue of TDS TELECOM's
WP directory published sixty (60) or more calendar days after the date of receipt
of such written notice.
7. TERM
7 .1 The term of this Appendix shall be coterminous with the term of the
Interconnection Agreement or until terminated by sixty (60) calendar-days prior
written notice by either Party to the other. Upon termination, TDS TELECOM
shall cease using, for any purpose whatsoever, the subscriber listing information
provided hereunder by LEVEL 3, and shall promptly return such subscriber
listing information to the LEVEL 3.
7.2 Upon termination of the Interconnection Agreement, this Appendix will be null
and void with respect to any issue of directories published thereafter, except that
the indemnification provided by Section 6 herein shall continue with respect to
any directory published within one hundred and twenty (120) calendar days of
termination.
8. APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS
8.1 Every interconnection and service provided hereunder shall be subject to all rates,
terms and conditions contained in this Agreement which are legitimately related
to such interconnection or service.
TDS TELECOM/LEVEL 3
Interconnection Agreement April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
TDS TELECOM/LEVEL 3
Interconnection Agreement
APPENDIX 911
APPENDIX 911
PAGE 1
April 2023
DocuSign Envelope ID: EC354905-80A6-409C-947F-4AA6A454274D
CW2722643
1. INTRODUCTION
APPENDIX 911
APPENDIX 911
PAGE2
1. 1 This Appendix sets forth terms and conditions that shall apply for 911 (E911)
arrangements.
2. 911 SERVICE
2.1 911 Arrangements are arrangements for routing 911 calls from a Party's
Customers to the appropriate Public Safety Answering Point ("PSAP"), passing
certain customer information for display at the PSAP answering station based on
the class of 911 service (Basic 911 or E911) deployed in the area.
2.2 As of the Effective Date of this Agreement, TDS Telecom is not the 911 service
provider serving the PSAP and each party is solely responsible for making their
own 911 Arrangements to connect to the current 911 service provider and for
making updates on a timely basis to the ALI database for their respective
Customers. In the event that TDS Telecom becomes the 911 service provider for
any exchange where LEVEL 3 is providing service under this Agreement, TDS
Telecom will provide LEVEL 3 advance notice and the Parties agree to negotiate
terms to amend this Agreement for the provision of 911 Arrangements by TDS
Telecom to LEVEL 3.
TDS TELECOM/LEVEL 3
Interconnection Agreement
April 2023