20120319Amendement.pdf

.
.
.
Qwest
1600 7th Avenue, Room 3206
Seattle, Washington 98191
[phone]Facsimile [phone]
DC. Cr:IVt!"I.).1\'- ;"1.".-~'~M
~4~~ CenturyLink™20i21'l~iR 19 AM 9= S5
Maura E. Peterson
Paralegal
Regulatory Law
¡GN
~
Via Overnight delivery
March 16,2012
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case No. QWE-T-12-03
Application for Approval of Amendment to the Interconnection Agreement
Spectrotel
Dear Ms. Jewell:
Enclosed for fiing with this Commssion on behalf of Qwest Corporation d//a Century Link
QC is an original and three (3) copies of the Application for Approval of Amendment to the
Interconnection Agreement. CenturyLink respectfully requests that this matter be placed on
the Commission Decision Meeting Agenda for expedited approval.
Please contact me if you have any questions concerning the enclosed. Thank you for your
assistance in thisma~ter.
i
Sincerely,
1!r~;rs
mep
Enclosure
cc: Service list
www.centurylink.com
(
.Lisa A. Ander! (WSBA#13236 )
CenturyLink
1600 7th Ave, Room 1506
Seattle, WA 98191
Telephone: [phone]
Facsimile: [phone]
Adam. sherr(g q west.com
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
APPLICATION OF QWEST
CORPORATION D/B/A CENTURYLINK
QC FOR APPROVAL OF AN
INTERCONNECTION AGREEMENT
PURSUANT TO 47 U.S.C. §252(e)
CASE NO.: QWE-T-12-03
APPLICATION FOR APPROVAL OF
AMENDMENT TO THE
INTERCONNCTION AGREEMENT
Qwest Corporation d//a CenturyLink QC ("CenturyLink") hereby fies this Application
for Approval of Amendment to the Interconnection Agreement ("Amendment") filed with the
. Idaho Public Utilities Commission on February 2, 2012 (the "Agreement"). The Amendment
with Spectrotel ("Spectrotel") is submitted herewith.
This Amendment was reached through voluntary negotiations without resort to mediation
or arbitration and is submitted for approval pursuant to Section 252(e) of the Communications
Act of 1934, as amended by the Telecommunications Act of 1996 (the "AcC).
Section 252(e)(2) of the Act directs that a state Commssion may reject an amendment
reached through voluntary negotiations only if the Commission finds that: the amendment (or
portiones) thereof) discriminates against a telecommunications carrer not a pary to this
agreement; or the implementation of such an amendment (or portion) is not consistent with the
public interest, convenience and necessity.
CenturyLink respectfully submits this Amendment provides no basis for either of these
findings, and, therefore requests that the Commission approve this Amendment expeditiously.
This Amendment is consistent with the public interest as identified in the pro-competitive
policies of the State of Idaho, the Commission, the United States Congress, and the Federal
Communications Commission. Expeditious approval of this Amendment wil enable Spectrotel.
APPLICATION FOR APPROVAL OF AMNDMENT TO THE INTERCONNECTION AGREEMENT - Page 1
Speetrotel
.
.
.
to interconnect with CenturyLink facilities and to provide customers with increased choices
among local telecommunications services.
CenturyLink further requests that the Commission approve this Amendment without a
hearng. Because this Amendment was reached through voluntary negotiations, it does not raise
issues requiring a hearng and does not concern other paries not a pary to the negotiations.
Expeditious approval would further the publìc interest.
Respectfully submitted this J ~ay of March, 2012.
/'
/.~,c.
APPLICATION FOR APPROVAL OF AMNDMENT TO THE INTERCONNECTION AGREEMENT - Page 2
Speetrotel
. CERTIFICATE OF SERVICE
I hereby certify that on this \b~ day of March, 2012, I served the foregoing
APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION
AGREEMENT upon all paries of record in this matter as follows:
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
JJewell (gpuc.state.id.us
Hand Deli very
U. S. Mail
-X Overnight Delivery
Facsimile
Email
Ross Artale, COO
3535 State Highway 66
Neptune, NJ 07753
Hand Deli very
-l u. S. Mail
Overnight Delivery
Facsimile
.Maura Peterso
Paralegal, Century .
.
APPLICATION FOR APPROVAL OF AMNDMENT TO THE INTERCONNECTION AGREEMENT - Page 3
Speetrotel
"
, OocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
.CENTURYLlNKTM LOCAL SERVICES PLATFORM ("CLSpTM") AGREEMENT
This CenturyLink™ Local Services Platform ("CLSpTM") Agreement, together with the Attchments hereto and Rate Sheets,
incorporated herein by reference ("Agreement") is between Qwest Corporation dba Centuryink QC ("Centuryink"), a
Colorado corporation, and Spectrotel, Inc. ("CLEC"), a Delaware corporation, (each identified for purposes of this
Agreement in the signature blocks below, and referred to separately as a "Part" or collectively as the "Parties"). The
undersigned Parties have read and agree to the terms and conditions set forth in this Agreement.
Qwest ~~tion dba Centu(iQC:Spectrote!Jc.:
D5E9FC6IlBD57454...~D -gnedby./r~~
By:., T By: ~~~ç~:~~am
Name:L. T. Christensen Name:Ross Artale
Title:Director - Wholesale Contracts Title:COO
Date:3/6/2012 Date:3/5/2012
NOTICE INFORMATION: All written notices required under this Agreement shall be sent to the following:
CenturvLink:
Director - Interconnection Agreements
930 15th Street, 6th Floor
Denver, CO 80202
Phone: [phone]
Fax: [phone]
Email: intagreeOCcenturylink.com
With copy to:
CenturyLink Law Department
Wholesale Interconnection
1801 California Street, 9th Floor
Denver, CO 80202
Phone: [phone]
Email: Legal.lnterconnectionOCcenturylink.com~
Spectrotel, Inc.
. Ross Artle, COO
3535 State Highway 66
Neptune, NJ 07753
732-345-7845
rartaleOCspectrotel.com
With copy to:
Spectrotel, Inc.
Joe Mulln, Product Manager
3535 State Highway 66
Neptune, NJ 07753
732-788-3817
vendorscæspectrotel.com
APPLICABLE STATES:Washington 7.0 (with Commercial Perfrmance
Measures and Reporting, Performance Targets and
Service Credits, as described in Section 7.0 of
Attchment 2 to this Agreement); orCenturyLink agrees to offer and CLEe intends to purchase
Service in the states indicated below by CLEC's' signatory
initialing (or an "X") on the applicable blanks. Note: If CLEC
chooses to indicate Washington, CLEC must select only one
(1) of the Washington Service offerings. CLEC may notchange its Washington selection after this Agreement is
executed.
~ Washington 8.0 (with Service Performance Measures
and Reporting and CenturyLink QC Performance
Assurance Plan (PID/PAP) for Washington only, as
described in Section 8.0 of Attachment 2 to this
Agreement).1-1-1-1---1-1-1-~1-1-1-
Arizona
Colorado
Idaho
Iowa
Minnesota
Montana
Nebraska
New Mexico
North Dakota
Oregon
South Dakota
Utah
~Wyoming
.March 2, 2010/kjcSpectrotel/CenturyLinklM CLSpTM MSA - (v8-8-11)
AZ-COS-120229-Q015; CO-COS-120229-0016; IA-COS-120229-0017; ID-COS-120229-0018;
MN-GOS-120229-0019; MT-COS-120229-Q020; ND-GOS-120229-0021; NE-COS-120229-Q022;
NM-GOS-120229-0023; OR-COS-120229-0024; SD-COS-120229-0025; UT-GOS-120229-0026;
WA-OS-120229-0027; WV-GOS-120229-0028
Page 1 of11
Docusign Envelope 10: 6B3BE092-A978-4833-A32A-7B 160124A65A
..
J
.WHEREAS, CLEC desires to purchase from Centuryink certin combinations of Network Elements, ancilary functions, and
additional features, including without limitation, the local Loop, Port, switching, and Shared Transport.
Now, therefor, in consideration of the terms and conditions contained herein, CenturyLink and CLEC mutually agree as follows:
4.6 Except as otherwise provided in this Agreement, the Partes
agree that Services provided under this Agreement are not subject to
the CenturyLink Wholesale Change Management Process (CMP),
CenturyLink QC Performance Indicator Definitions (PI D), CenturyLink
QC Performance Assurance Plan (PAP), or any other wholesale
March 2, 2010/kjc/spectroteVCenturyLink™ CLspTM MsA - (v8-8-11)
AZ-CDs-120229-0015; CO-CDs-120229-0016; IA-CDs-120229-0017; ID-CDs- 120229-0018;
MN-GDs-120229-o019; MT-CDs- 120229-0020; ND-CDs-120229-0021; NE-CDs- 120229-0022;
NM-CDs-120229-0023; OR-CDs-120229-0024; SD-CDs-120229-0025; UT-CDs-120229-0026;
WA-CDs-120229-0027; WY-CDs-120229-0028
1. Definitions. Capitalized terms used herein are defined in
Attachment 1.
2. Effctive Date. This Agreement is effective upon the
date that it is fully executed by all of the Parties and the applicable
preorder information of the Interconnection Agreement(s) between the
Partes is completed in the appropriate state(s) indicated above
("Effective Date").
3. Term. The term of this Agreement begins on the
Effecive Date and continues through December 31, 2013. In the
event that at the expiration of this Agreement CLEC has any remaining
Customers served under this Agreement, CenturyLink may
immediately convert CLEC to an equivalent alternative service at
market-based wholesale rates.
4. Scope of Agreement; Service Provisioning; Controllng
Documents; Change of Law; Eligibilty for Services under this
Agreement; Non-Applicability of Change Management Process.
4.1 The Services ("Services") described in this Agreement wil
only be provided in CenturyLink's incumbent LEC service terrtory in
the states of Arizona, Colorado, Idaho, Iowa, Minnesota, Montana,
Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah,
Washington and Wyoming.
4.2 In the event of a conflict in any term of any documents that
govern the provision of Services hereunder, the following order of
precedence wil apply in descending order of control: an Attachment,
Rate Sheet, this Agreement, and any effective Order Form hereunder.
The Parties agree that the Services offered and purchased under this
Agreement are subject to compliance with Applicable Law and
obtaining any domestic or foreign approvals and authorizations
required or advisable.
4.3 The provisions in this Agreement are intended to be in
compliance with and based on the existing state of Applicable Law,
including but not limited to Federal rules, regulations, and laws, as of
the Effective Date ("Existing Rules"). Nothing in this Agreement shall
be deemed an admission by CenturyLink or CLEC concerning the
interpretation or effect of the Existing Rules or an admission by
CenturyLink or CLEC that the Existing Rules should not be changed,
vacated, dismissed, stayed or modified. Nothing in this Agreement
shall preclude or estop CenturyLink or CLEC from taking any position
in any forum conceming the proper interpretation or effect of the
Existing Rules or concerning whether the Existing Rules should be
changed, vacated, dismissed, stayed or modified.
4.4 If any change in Applicable Law materially impairs a Part's
abilty to perform or obtain a benefit under this Agreement, both Parties
agree to negotiate in good faith such changes as may be necessary to
address such material impairment.
4.5 To receive services under this Agreement, CLEC must be a
certified CLEC under Applicable Law. CLEC may not purchase or
utilze Services covered under this Agreement for its own
administrative use or for the use by an Affliate.
service quality standards, or liquidated damages and remedies.
Except as otherwise provided, CLEC hereby waives any rights it may
have under the PID, PAP and all other wholesale service quality
standards to liquidated damages, and remedies with respect to
Services provided pursuant to this Agreement. Any CLEC-proposed
changes to the attributes of any Service or process enhancements wil
be communicated through the standard account interfaces. Change
requests common to shared systems and processes subject to CMP
will continue to be addressed via the CMP procedures.
5. CLEC Information. CLEC agrees to work with CenturyLink
in good faith to promptly complete or update, as applicable,
CenturyLink's "New Customer Questionnaire" to the extent that CLEC
has not already done so, and CLEC shall hold CenturyLink harmless
for any damages to or claims from CLEC caused by CLEC's failure to
promptly complete or update the questionnaire.
6.Financial Terms.
6.1 The description of the Service and applicable rates are set
forth in the Attachments hereto and Rate Sheets. The Parties agree
that the referenced rates are just and reasonable.
6.2 Taxes. Fees. and other Governmental Impositions.
All charges for Services provided herein are exclusive of any federal,
state, or local sales, use, excise, gross receipts, transaction or similar
taxes, fees or surcharges ("Tax" or "Taxes"). Taxes resulting from the
performance of this Agreement shall be borne by the Party upon which
the obligation for payment is imposed under Applicable Law, even if .
the obligation to collect and remit such Taxes is placed upon the other
Part. However, where the sellng Party is specifically permitted by
Applicable Law to collect such Taxes from the purchasing Party, such
Taxes shall be borne by the Party purchasing the services. Taxes
shall be biled as a separate item on the invoice in accrdance with
Applicable Law. The Part biling such Taxes shall, at the written
request of the Part being biled, provide the biled Party with detailed
information regarding biled Taxes, including the applicable Tax
jurisdiction, rate, and base upon which the Tax is applied. Ifeither
Part (the Contesting Part) contests the application of any Tax
collected by the other Part (the Collecting Part), the Collecting Party
shall reasonably cooperate in good faith with the Contesting Part's
challenge, provided that the Contesting Party pays all reasonable costs
incurred by the Collecting Part. The COntesting Part is entitled to the
benefi of any refund or recovery resulting from the contest, provided
that the Contesting Part has paid the Tax contested. If the
purchasing Party provides the selling Part with a resale or other
exemption certificate, the sellng Part shall exempt the purchasing
Part if the sellng Part accepts the certificate in good faith. If a Part
becomes aware that any Tax is incorrectly or erroneously collected by
that Part from the other Part or paid by the other Party to that Part,
the Part that received such Tax shall refund the incorrectly or
erroneously collected Tax or paid Tax to the other Part.
6.3 Each Party is solely responsible for any tax on its corporate
existence, status or income and each Part shall be solely responsible
for all taxes on its own business, the measure of which is its own net
income or net worth and shall be responsible for any related ta fiings,
payment, protest, audit and litigation. Each Part shall be solely
responsible for the biling, collection and proper remittance of all
applicable Taxes relating to its own services provided to its own
Customers.
7.Intellectual Propert..Page20f11
7.6 To the extent required under Applicable Law, CenturyLink
shall use commercially reasonable efforts to obtain, from its vendors
who have licensed intellectual propert rights to CenturyLink in
connection with Services provided hereunder, licenses under such
intellectual propert rights as necessary for CLEC to use such Services
as contemplated hereunder and at least in the same manner used by
CenturyLink for the Services provided hereunder. CenturyLink shall
notify CLEC immediately in the event that CenturyLink believes it has
March 2, 2010lkjcispectroteVCenturyLink™ CLspTM MsA - (v8--11)
AZ-CDs- 120229-0015; CO-COs- 120229-0016; IA-CDs- 120229-0017; ID-CDs- 120229-0018;
MN-CDs-120229-0019; MT-COs-120229-o020; ND-CDs-120229-0021; NE-GDs-120229-0022;
NM-GOs-120229-o023; OR-CDs-120229-o024; SD-COs-120229-0025; UT-GOs-120229-0026;
WA-CDs-120229-o027; WY-CDs-120229-0028
'"Docusign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
.7.1 Except for a license to use any facilties or equipment
(including softare) solely for the purposes of this Agreement or toreceive Service solely as provided in this Agreement or as specifcally
required by the then-applicable federal rules and regulations relating to
Services provided under this Agreement, nothing contained in this
Agreement shall be construed as the grant of a license, either express
or implied, with respect to any patent, copyright, trade name,
trademark, service mark, trade secret, or other proprietary interest or
intellectual propert, now or hereafter owned, controlled or licensable
by either Part. Neither Part may use any patent, copyright, trade
name, trademark, service mark, trade secret, nor other proprietary
interest or intellectual propert, now or hereafter owned, controlled or
licensable by either Part without execution of a separate written
agreement between the Parties.
7.2 Subject to the general Indemnity provisions of this
Agreement, each Part (an Indemnifying Part) shall indemnify and
hold the other Party (an Indemnified Part) harmless from and against
any loss, cost, expense or liabilty arising out of a claim that the
services provided by the Indemnifying Part provided or used pursuant
to the terms of this Agreement misappropriate or otherwise violate the
intellectual propert rights of any third party. The obligation for
indemnifcation recited in this paragraph shall not extend to
infringement which results from:
A. any combination of the facilties or services of the
Indemnifying Part with facilties or services of any other Person
(including the Indemnified Part but excluding the IndemnifyingPart and any of its Affliates), which combination is not made by
or at the direction of the Indemnifying Party or is not reasonably
necessary to CLEC's use of the Services offered by CenturyLink
under this Agreement; or.B. any modification made to the facilities or services of the
Indemnifying Part by, on behalf of, or at the request of the
Indemnifed Part and not required by the Indemnifing Part.
7.3 In the event of any claim, the Indemnifying Part may, at its
sole option, obtain the right for the Indemnified Part to continue to use
any infringing facilty or service or replace or modify any infringing
facilty or service to make such facilty or service non-infringing.
7.4 If the Indemnifying Part is not reasonably able to obtain the
right for continued use or to replace or modify the facilit or service as
provided above and either the facility or service is held to be infringing
by a court of competent jurisdiction or the Indemnifying Part
reasonably believes that the facility or service wil be held to infringe,
the Indemnifying Part wil notify the Indemnified Part and the Parties
wil negotiate in good faith regarding reasonable modifications to this
Agreement necessary to mitigate damage or comply with an injunction
which may result from such infringement or allow cesstion of further
infringement.
7.5 The Indemnifying Part may request that the Indemnifed
Part take steps to mitigate damages resulting from the infringement or
alleged infrngement including, but not limited to, accepting
modifications to the facilities or services, and such request shall not be
unreasonably denied.
.
used its commercially reasonable effort to obtain such rights, but has
been unsuccssful in obtaining such rights. Nothing in this subsection
shall be construed in any way to condition, limit, or alter a Part's
indemnification obligations under Section 7.2, preceding.
7.7. Neither Part shall without the express wrtten permission of the
other Party, state or imply that it is connected, or in any way affliated
with the other or its Affliates; it is part of a joint business association or
any similar arrangement with the other or its Affliates; the other Part
and its Affliates are in any way sponsoring, endorsing or certifying it
and its goods and services; or with respect to its marketing, advertising
or promotional activities or materials, state or imply that the services
are in any way associated with or originated from the other Part or
any of its Affliates. In addition, CLEC, including its employees,
representatives and agents, will not state or otherwise indicate, directly
or indirectly, to its end-users or prospective end-users: (a) that they wil
be CenturyLink customers or that they may obtain CenturyLink service
from CLEC or (b) that CLEC has or the end-user wil have any
relationship with CenturyLink. Without limiting the foregoing, CLEC
must not use a name, trademark, service mark, copyright or any other
intellectual propert owned by CenturyLink or its Affliates, except that
CLEC may communicate that CenturyLink is one of the underlying
carrers from which CLEC purchases services if CLEC has obtained
the prior written consent of the CenturyLink Law Department. This is a
non-exclusive agreement. Nothing in this Agreement prevents
CenturyLink from offering to sell or sellng any services to other partes.
7.8 Nothing in this Section prevents either Part from truthfully
describing the Services it uses to provide service to its End User
Customers, provided it does not represent the Services as originating
from the other Part or its Affliates or otherwise attempt to sell its End
User Customers using the name of the other Party or its Affliates.
CenturyLink's name and the names of its affliates are proprietary and
nothing in this Agreement constitutes a license authorizing their use,
and in no event wil CLEC, including its employees, representatives
and agents, attempt to sell any Services to its end-users using the
name, brand or identity of CenturyLink or CenturyLink's Affliates in any
way.
7.9 Because a breach of the material provisions of this Section 7
may cause irreparable harm for which monetary damages may be
inadequate, in addition to other available remedies, the non-breaching
Part may seek injunctive relief.
8. Financial Responsibilty Payment and Security.
8.1 Payment Obligation. Amounts payable under this
Agreement are due and payable within thirt (30) Days after the date of
invoice ("Payment Due Date"). If the Payment Due Date falls on a
Sunday or on a holiday which is observed on a Monday, the payment
date wil be the first non-holiday day following such Sunday or holiday.
If such a payment date falls on a Saturday or on a holiday which is
observed on Tuesday, Wednesday, Thursday or Friday, the payment
date shall be the last non-holiday day preceding such Saturday or
holiday. For invoices distributed electronically, the date of the invoice
date is the same as if the invoice were biled on paper, not the date the
electronic delivery occurs. If CLEC fails to make payment on or before
the Payment Due Date, CenturyLink may invoke all available rights
and remedies.
8.2 Cessation of Order Processing. CenturyLink may
discontinue processing orders for Services for any breach by CLEC of
this Agreement, including without limitation, the failure of CLEC to
make full payment for Servces, less any good faith disputed amount
as provided for in this Agreeient, within thirt (30) Days following the
Payment Due Date; provided that CenturyLink has first notified CLEC
in writing at least ten (10) business days prior to discontinuing the
processing of orders for Services. If CenturyLink does not refuse to
Page30f11
B. If CLEC pays the disputed charges and the dispute is
resolved in favor of CenturyLink, no further action is required. If
March 2, 201 O/kjc/spectrotel/CenturyLink ™ CLspTM MsA - (v8-8-11 )
AZ-CDs-120229-0015; CO-CDs-120229-0016; IA-CDs-120229-0017; ID-CDs- 120229-0018;
MN-CDs-120229-Q019; MT-CDs- 120229-0020; ND-CDs-120229-0021; NE-CDs-120229-0022;
NM-CDs-120229-Q023; OR-CDs-120229-Q024;SD-cDs-120229-0025; UT-CDs-120229-0026;
WA-Ds-120229-Q027; WY-CDs-120229-0028
Docusign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
accept, additional orders for Services on the date specified in the ten
(10) business days notice, and CLEC's non-compliance continues,
nothing contained herein shall preclude CenturyLink's right to refuse to
accept additional orders for Services from CLEC without further notice.
For order processing to resume, CLEC wil be required to cure any
breach and make full payment of all past-due charges for Services not
disputed in good faith under this Agreement, and CenturyLink may
require a deposit (or recalculate the deposit) pursuant to Section 8.5.
In addition to other remedies that may be available at law or equity,
CenturyLink reserves the right to seek equitable relief including
injunctive relief and specifc performance.
8.3 Disconnection. CenturyLink may disconnect any Services
provided under this Agreement for any breach by CLEC of this
Agreement that is not cured by CLEC in accrdance with Section 11
herein, including without limitation, failure by CLEC to make full
payment for such Services, less any good faith disputed amount as
provided for in this Agreement, within sixty (60) Days following the
Payment Due Date provided that centuryLink has first notified CLEC in
writing at least ten (10) business days prior to disconnecting Services.
CLEC will pay the applicable charge set forth in the Rate Sheet
required to reconnect Services for each End User Customer
disconnected pursuant to this Section 8.3. In case of such
disconnection, all applicable undisputed charges, including termination
charges, wil become due and payable. If CenturyLink does not
disconnect CLEC's Service on the date specified in the ten (10)
business days notice, and CLEC's noncompliance continues, nothing
contained herein shall preclude CenturyLink's right to disconnect any
or all Services. For reconnection of the Service to occur, CLEC wil be
required to make full payment of all past and current undisputed
charges under this Agreement for Services and CenturyLink may
require a deposit (or recalculate the deposit) pursuant to Section 8.5.
In addition to other remedies that may be available at law or equity,
CenturyLink reserves the right to seek equitable relief, including
injunctive relief and specific performance. Notwthstanding the
foregoing, CenturyLink will not effect a disconnection pursuant to this
Section 8.3 in such manner that CLEC may not reasonably comply
with Applicable Law conceming End User Customer disconnection and
notifcation, provided that, the foregoing is subject to CLEC's
reasonable dilgence in effecting such compliance.
8.4 Bilina Disputes. Should CLEC dispute, in good faith, and
withhold payment on any portion of the charges under this Agreement,
CLEC wil notify CenturyLink in writing within fifteen (15) Days following
the Payment Due Date identifing the amount, reason and rationale of
such dispute. Ata minimum, CLEC wil pay all undisputed amounts
due to CenturyLink. Both CLEC and CenturyLink agree to expedite the
investigation of any disputed amounts, promptly provide reasonab!y
requested documentation regarding the amount disputed, and wo in
good faith in an effort to resolve and settle the dispute through informal
means prior to invoking any other rights or remedies.
A. If CLEC disputes charges and does not pay such charges by
the Payment Due Date, such charges may be subject to late
payment charges. If the disputed charges have been withheld
and the dispute is resolved in favor of CenturyLink, CLEC wil pay
the disputed amount and applicable late payment charges no later
than the next Bil Date following the resolution. CLEC may not
continue to withhold the disputed amount following the initial
resolution while pursuing further dispute resolution. If the
disputed charges have been withheld and the dispute is resolved
in favor of CLEC, CenturyLink will credit CLEC's bil for the
amount of the disputed charges and any late payment charges
that have been assessed no later than the second Bil Date after
the resolution of the dispute.
J
CLEC pays the charges disputed at the time of payment or at any .
time thereafter, and the dispute is resolved in favor of the CLEC,
centuryLink will adjust the Biling, usually within two Billng cycles
after the resolution of the dispute, as follows: centuryLink wil
credit the CLEC's bin for the disputed amount and any associated
interest; or if the disputed amount is greater than the bil to be
credited, pay the remaining amount to CLEC.
C. The interest calculated on the disputed amounts will be the
same rate as late payment charges. In no event, however, will
any late payment charges be assessed on any previously
assessed late payment charges.
D. If CLEC fails to dispute a rate or charge within 60 Days
following the invoice date on which the rate or charge appeared,
adjustment wil be made on a going-forward basis only, beginning
with the date of the dispute.
8.5 Security Deposits. In the event of a material adverse
change in CLEC's'financial condition subsequent to the Effective Date
of this Agreement, CenturyLink may request a security deposit. A
"material adverse change in financial condition" means CLEC is a new
CLEC with no established credit history, or is a CLEC that has not
established satisfactory credit with CenturyLink, or the Part is
repeatedly delinquent in making its payments, or is being reconn~cted
after a disconnection of Service or discontinuance of the processing of
orders by CenturyLink due to a previous failure to pay undisputed
charges in a timely manner or due to the failure by CLEC to cure a
breach of this Agreement in a timely manner. CenturyLink may require
a deposit to be held as security for the payment of charges before the
orders from CLEC wil be provisioned and completed or before
reconnection of Service. "Repeatedly Delinquent" means any payment
of a material amount of total monthly Biling under this Agreement
received after the Payment Due Date, three (3) or more times during .
the last twelve (12) month period. The deposit may not exceed the
estimated total monthly charges for a tw (2) month period based upon
recent Biling. The deposit may be an irrevocable bank letter of cr~it,
a letter of credit with terms and conditions acceptable to CenturyLink,
or some other form of mutually acceptable security such as a cash
deposit. The deposit may be adjusted by CLEC's actual monthly
average charges, payment history under this Agreement, or other
relevant factors, but in no event wil the security deposit exceed five
milion dollars ($5,000,000.00). Required deposits are due an.d
payable within thirt (30) Days after demand and non-payment is
subject to the terms and provisions of Section 8.2 and Section 8.3 of
this Agreement.
8.6 Interest on Deposits. Any interest earned on cash deposits
wil be credited to CLEC in the amount actually earned or at the rate
set forth in Section 8.7 below, whichever is lower, except as otherwise
required by law, provided that, for elimination of doubt, the pa~ies
agree that such deposits are not subject to state laws or ~egulations
relating to consumer or End User Customer cash deposits. Cash
deposits and aCCrued interest, if applicable, wil be credited to CLEC's
account or refunded, as appropriate, upon the earlier of the expiration
of the term of this Agreement or the establishment of satisfactory credit
with CenturyLink, which wil generally be one full year of consecutive
timely payments of undisputed amounts in full by CLEC. Upon a
material change in financial standing, CLEC may request, and
CenturyLink will consider, a recalculation of the deposit. The fact that
a- deposit has been made does not relieve CLEC from any
requirements of this Agreement.
8.7 Late Payment Charge. If any portion of the payment is
received by CenturyLink after the Payment Due Date, or if any portion
of the payment is received by CenturyLink in funds that are not
immediately available, then a late payment charge will be due to
Page40f11 .
-. Docusign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
. CenturyLink. The late payment charge is the portion of the payment
not received by the Payment Due Date multiplied by a late factor. The
late factor is the lesser of (i) the highest interest rate (in decimal value)
which may be levied by law for commercial transactions, compounded
daily for the number of Days from the Payment Due Date to and
including the date that the CLEC actually makes the payment to
CenturyLink; or (ii) 0.000407 per Day, compounded daily for the
number of Days from the Payment Due Date to and including the date
that the CLEC actually makes the payment to CenturyLink.
8.8 CLEC must not remit payment for the Services with funds
obtained through the American Recovery and Reinvestment Act (or
ARRA) or other similar stimulus grants or loans that would obligate
CenturyLink to provide certin information or perform certain functons
unless those functions and obligations are specifically agreed to by the
parties in this Agreement or in an amendment to this Agreement.
9. Conversions. If CLEC is obtaining servces from
CenturyLink under an arrangement or agreement that includes the
application of termination liabilty assessment (TLA) or minimum period
charges, and if CLEC wishes to convert such services to a Service
under this Agreement, the conversion of such services wil not be
delayed due to the applicabilty of TLA or minimum period charges.
The applicabilty of such charges is governed by the terms of the
original agreement, Tariff or arrngement. Nothing herein will be
construed as expanding the rights otherwse granted by this
Agreement or by law to elect to make such conversions.
10. Customer Contacts. CLEC, or CLEC's authorized agent,
are the single point of contact for its End User Customers' servce
needs, including without limitation, sales, service design, order taking,
Provisioning, change orders, training, maintenance, trouble reports,
repair, post-sale servicing, Biling, collection and inquiry. CLEC wil
inform its End User Customers that they are End User Customers of
. CLEC. CLEC's End User Customers contacting CenturyLink wil be
instructed to contact CLEC, and CenturyLink's End User Customers
contacting CLEC wil be instructed to contact CenturyLink. In
responding to calls, neither Part wil make disparaging remarks about
the other Part. To the extent the correct provider can be determined,
misdirected calls received by either Part will be referred to the proper
provider of Local Exchange Service; however, nothing in this
Agreement shall be deemed to prohibit CenturyLink or CLEC from
discussing its products and services with CLEC's or CenturyLink's End
User Customers who call the other Part.
10.1 In the event CenturyLink terminates Service to CLEC for any
reason, CLEC wil provide any and all necessary notice to its End User
Customers of the termination. In no case wil CenturyLink be
responsible for providing such notice to CLEC's End User Customers.
11. Default and Breach. If either Party defaults in the payment
of any amount due hereunder, or if either Part violates any other
material provision of this Agreement and such default or violation
continues for thirt (30) Days after written notice thereof, the other
Part may terminate this Agreement and seek relief in accordance with
any remedy available under this Agreement, including without
limitation, the Dispute Resolution provisions of Section 25 herein and,
in addition to the foregoing, CenturyLink may cease to accept orders
from CLEC for Services in accordance with Section 8.2 above. The
remedies available to each Part pursuant to this Agreement are not to
be considered exclusive of one another and will be cumulative.
12.Limitation of Liabilty.
12.1 CLEC's exclusive remedies for claims under this Agreement
are limited to CLEC's proven direct damages unless CLEC's damages
are otherwse limited by this Agreement to outage credits or other.
service credits, in which case CenturyLink's total liabilty wil not
exceed the aggregate amount of any applicable credits due.
12.2 Except for indemnification and payment obligations under
this Agreement, neither Party shall be liable to the other for indirect,
incidental, consequential, exemplary, punitive, or special damages,
including, without limitation, damages for lost profits, lost revenues, lost
savings suffered by the other Party regardless of the form of action,
whether in contract, warranty, strict liabilit, tort, including, wihout
limitation, negligence of any kind and regardless of whether the Parties
know the possibilty that such damages could result.
12.3 Nothing contained in this Section shall limit either Party's
liability to the other for willul misconduct, provided that, a Part's
liabilty to the other Party pursuant to the foregoing exclusion, other
than direct damages, wil be limited to a total cap equal to one hundred
per cent (100%) of the annualized run rate of total amounts charged by
CenturyLink to CLEC under this Agreement.
13. Indemnity.
13. 1 The Parties agree that unless otherwise specifically set forth
in this Agreement, the following constitute the sole indemnification
obligations between and among the Parties:
A. Each Part (the Indemnifying Party) agrees to release,
indemnify, defend and hold harmless the other Part and each ofits offcers, directors, employees and agents (each, an
Indemnitee) from and against and in respect of any loss, debt,liabilty, damage, obligation, claim, demand, judgment or
settlement of any nature or kind, known or unknown, liquidated or
unliquidated including, but not limited to, reasonable costs and
expenses (including attorneys' fees), whether suffered, made,
instituted, or asserted by any Person or entity, for invasion of
privacy, bodily injury or death of any Person or Persns, or for
loss, damage to, or destruction of tangible propert, whether or
not owned by others, reSUlting from the Indemnifying Party's
breach of or failure to perform under this Agreement, regardless
of the form of action, whether in contract, warranty, strict liabilty,
or tort including (without limitation) negligence of any kind.
B. In the case of claims or losses alleged or incurred by an End
User Customer of either Part arising out of or in connection with
Services provided to the End User Customer by the Part, the
Part whose End User Customer alleged or incurred such claims
or loss (the Indemnifying Part) shall defend and indemnify the
other Part and each of its offcers, directors, employees and
agents (each, an Indemnified Party) against any and all such
claims or loss by the Indemnifying Parts End User Customers
regardless of whether the underlying Service was provided or was
provisioned by the Indemnified Part, unless the loss was caused
by the gross negligence or wilful misconduct of the Indemnified
Part. The obligation to indemnify with respect to claims of the
Indemnifying party's End User Customers shall not extend to any
claims for physical bodily injury or death of any Person or
persons, or for loss, damage to, or destruction of tangible
propert, whether or not owned by others, alleged to have
resulted directly from the negligence or intentional conduct of the
employees, contractors, agents, or other representatives of the
Indemnified Party.
13.2 The indemnification provided herein is conditioned upon the
following:
A. The Indemnifed Part wil promptly notify the Indemnifyng
Part of any action taken against the Indemnified Part relating to
the indemnification. Failure to so notify the Indemnifying Party wil
Page50f11March 2, 201 Olkjc/spectroteVCenturyLink TM CLspTM MsA - (v8-8-11 )
AZ-CDs-120229-0015; CO-CDs-120229-0016; IA-CDs-120229-D017; ID-CDs-120229-0018;
MN-CDs-120229-Q019; MT-CDs- 120229-0020; ND-CDs- 120229-0021; NE-GDs- 120229-0022;
NM-CDs-120229-D023; OR-CDs-120229-0024; SD-CDs-120229-0025; UT-CDs-120229-0026;
WA-GDs-120229-0027; WY-CDs-120229-0028
Docusign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
not relieve the Indemnifing Part of any liability that the
Indemnifying Part might have, except to the extent that such
failure prejudices the Indemnifying Party's abilty to defend such
claim.
B. If the Indemnifying Party wishes to defend against such
action, it wil, give wrtten notice to the Indemnified Part of
acceptance of the defense of such action. In such event, the
Indemnifying Part has sole authonty to defend any such action,
including the selection of legal counsel, and the Indemnified Part
may engage separate legal counsel only at its sole cost and
expense. In the event that the Indemnifying Part does not
accept the defense of the action, the Indemnified Part has the
right to employ counsel for such defense at the expense of the
Indemnifying Part. Each Part agrees to cooperate with the
other Part in the defense of any such action and the relevant
records of each Part wil be available to the other Part wi
respect to any such defense.
C. In no event will the Indemnifyng Part sette or consent to
any judgment for relief other than monetary damages pertining
to any such action without the prior wntten consent of the
Indemnified Part. In the event that the Indemnified Part
withholds consent, the Indemnifed Part may, at its cost, take
over such defense; provided that, in such event, the Indemnifying
Part shall not be responsible for, nor shall it be obligated to
indemnify the relevant Indemnified Part against, any cost or
liability in excess of such refused compromise or settlement.
14. Limited Warranties.
14.1 Each Part wil provide suitably qualified personnel to perform its
obligations under this Agreement and provide all Services hereunder in
a good and workmanlike manner and in matenal conformance with all
Applicable Laws and regulations.
14.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT
CENTURYLINK SPECIFICALLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SERVICE
PROVIDED HEREUNDER. CENTURYLINK SPECIFICALLY
DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
15. Relationship. Except to the limited extent expressly
provided in this Agreement, neither Party has the authority to bind the
other by contract or otherwise or make any representations or
guarantees on behalf of the other or otherwise act on the other's
behalf. The relationship ansing from this Agreement does not
constitute an agency, joint venture, partnership, employee relationship
or franchise. CenturyLink is acting as an independent contractor and
wil have exclusive control of the manner and means of performing its
obligations. Notwithstanding anything herein to the contrary,
CenturyLink reserves the right, in its sole discretion, to modify or
change the name of the Services.
16.Assianment.
,
acquirer of substantially all of its assets; and CenturyLink may assign .
this Agreement without pnor wntten consent to any Affiliate, successor
through merger, or acquirer of substantially all of its business assets;
provided that in all cases the assignee of CLEC or CenturyLink, as
applicable, acknowledge in writing its assumption of the obligations of
the assignor hereunder. Any attempted assignment in violation hereof
is of no force or effect and is void. Without limiting the generality of the
foregoing, this Agreement wil be binding as to the Parties' respective
succssors and assigns.
16.2 In the event that CenturyLink transfers to any unaffliated
part exchanges, including End User Customers that CLEC serves in
whole or in part through Services provided by CenturyLink under this
Agreement, CenturyLink wil ensure that the transferee serves as a
successor to and fully performs all of CenturyLink's responsibilities and
obligations under this Agreement for a period of ninety (90) Days from
the effective date of such transfer or until such later time as the FCC
may direct pursuant to the FCC's then applicable statutory authority to
impose such responsibilities either as a condition of the transferor
under such other state statutory authonty as may give it such power.
In the event of such a proposed transfer, CenturyLink wil use its best
efforts to facilitte discussions between CLEC and the transferee with
respect to the transferee's assumption of CenturyLink's obligations
after the transition penod set forth above in accordance with the terms
and provisions of this Agreement.
17. Reportina Requirements. If reporting obligations or
requirements are imposed upon either Part by, any third party or
regulatory agency in connection with this Agreement or the Services,
including use of the Services by CLEC or its End Users, the other
Part agrees to assist that Party in complying with such obligations and
reuirements, as reasonably required by that Part.
18. Survival. The expiration or termination of this Agreement
does not relieve either Part of those obligations that by their nature .'
are intended to survive.
19.Confidentiality Nondisclosure.
19.1 Neither Part wil, without the pnor wntten consent of the
other Part (a) issue any public announcement regarding, or make any
other disclosure of the terms of, this Agreement or use the name or
marks of the other Party or its Affliates; or (b) disClose or use (except
as expressly permitted by, or required to achieve the purposes of, this
Agreement) the Confidential Information of the other Part. Consent
may only be given on behalf of a Part by its Legal Department.
However, a Part may disclose Confidential Information if required to
do so by a govemmental agency, by operation of law, or if necessary
in any proceeding to establish nghts or obligations under this
Agreement, provided that the disclosing Party gives the non-disclosing
Part reasonable pnor wntten notice and the receiving Party will
cooperate with the disclosing Part to seek or take appropriate
protective measures and wil make such disclosure in a manner to best
protect the Confidential Information from further disclosure.
Notwithstanding the foregoing, if reporting or filing obligations or
requirements are imposed upon CenturyLink by any third party or
regulatory agency in connection with this Agreement, CLEC agrees to
assist CenturyLink in. complying with such obligations and
requirements, as reasonably required by CenturyLink and to hold
CenturyLink harmless for any failure by CLEC in this regard.
CenturyLink's compliance with any regulatory filing obligation wil not
constitute a violation of this section. Each Part wil use reasonable
effort to protect the othets Confidential Information, and wil use at
least the same effort to protect such Confidential Information as the
Part would use to protect its own.
16.1 CLEC may not assign this Agreement or any rights or
obligations hereunder without the prior wntten consent of CenturyLink,
which consent wil not be unreasonably withheld. Notwithstanding the
foregoing and subject to pnor credit review, submission of appropriate
legal documentation (including, but not limited to, any appropriate
Secretary of State or other filings or documents 'specified by
CenturyLink) and approval by CenturyLink of CLEC's proposed
assignee, CLEC may assign this Agreement without prior wrtten 1~.2 . All Confidential Information wil remain the propert of the
consent of CenturyLink to any Affliate, successor through merger, or disclosing Part. A Party who receives Confidential Information via an
March 2, 2010lkjcispectroteilCenturyLink™ CLspTM MsA - (v8-8-11) Page 6 of 11 .
AZ-CDs- 120229-0015; CO-CDs-120229-0016; IA-CDs- 120229-0017' ID-CDs- 120229-0018'
MN-CDs-120229-0019; MT-CDs-120229-Q020; ND-CDs-120229-002'1; NE-eDs-120229-0022;
NM-CDs-120229-0023; OR-CDs-120229-0024; SD-CDs-120229-Q025; UT-eDs-120229-0026;
WA-CDs-120229-Q027; WY-CDs-120229-0028
21. Reaulatory Approval. Each Part reserves its rights with
respect to whether this Agreement is subject to Sections 251 and 252
of the Act. In the event the FCC, a state commission or any other
governmental authority or agency rejects or modifies any material
provision in this Agreement, whether by direct action or by virtue of
generic proceedings, including without limitation, any pricing terms,
either Part may immediately upon written notice to the other Party
terminate this Agreement in whole or in part, including without
limitation, with respect to Service in any state. In the event a Part
exercises its right to terminate pursuant to this Section 21, the other
Part agrees to consent to any regulatory approvals necessary to
disconnect any circuits provided pursuant to this Agreement and
further agrees to provide any required notice to affected customers
within five (5) business days of such notice. If a Part is required by a
lawful, binding order to file this Agreement or a provision thereof with
the FCC or state regulatory authorities for approval or regulatory
review, the filing Part shall provide wrtten notice to the other Part of
March 2, 2010/kjclspectrotel/CenturyLink™ CLspTM MsA - (v8-8-11)
AZ-CDs-120229-0015; CO-CDs-120229-0016; IA-CDs-120229-0017; ID-CDs- 120229-0018;
MN-CDs-120229-Q019; MT-CDs-120229-0020; ND-CDs-120229-0021; NE-CDs-120229-0022;
NM-CDs-120229-0023; OR-CDs- 120229-0024; SD-CDs-120229-Q025; UT-CDs-120229-0026;
WA-CDs-120229-0027; WY-CDs-120229-Q028
t Docusign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
. oral communication may request written confirmation that the material
is Confidential Information. A Part who delivers Confidential
Information via an oral communication may request written
confirmation that the Part receiving the information understands that
the material is Confidential Information. Each Part has the right to
correct an inadvertent failure to identify information as Confidential
Information by giving wrtten notification within thirt (30) Days after the
information is disclosed. The receiving Part wil from that time
forward, treat such information as Confidential Information.
19.3 Upon request by the disclosing Party, the receiving Part will
return all tangible copies of Confidential Information, whether written,
graphic or otherwise, except that the receiving Party may retain one
copy for archival purposes.
19.4 Each Part will keep all of the other Part's Confidential
Information confidential and wil disclose it on a need to know basis
only. Each Party wil use the other Part's Confidential Information
only in connection with this Agreement and in accrdance with
Applicable Law. Neither Part wil use the other Part's Confidential
Information for any other purpose except upon such terms and
conditions as may be agreed upon between the Parties in writing. If
either Part loses, or makes an unauthorized disclosure of, the other
Part's Confidential Information, it wil notify such other Part
immediately and use reasonable efforts to retrieve the information.
19.5 Effective Date of this Section. Notwithstanding any other
provision of this Agrement, the Confidential Information provisions of
this Agreement apply to all information furnished by either Part to the
other in furtherance of the purpose of this Agreement, even if furnished
before the Effective Date.
19.6 Each Part agrees that the disclosing Part could be
irreparably injured by a breach of the confidentiality obligations of this
. Agreement by the receiving Part or its representatives and that the
disclosing Party is entitled to seek equitable relief, including injunctive
relief and specific performance in the event of any breach of the
confidentiality provisions of this Agreement. Such remedies are not
the exclusive remedies for a breach of the confidentiality provisions of
this Agreement, but are in addition to all other remedies available at
law or in equity.
19.7 Nothing herein should be construed as limiting either Part's
rights with respect to its own Confidential Information or its obligations
with respect to the other Part's Confidential Information under Section
222 of the Act.
20. Waiver. Except as otherwise provided herein, neither
Parts failure to enforce any right or remedy available to it under this
Agreement will be construed as a waiver of such right or a waiver of
any other provision hereunder.
.
the existence of such lawful, binding order so that the other Part may
seek an injunction or other relief from such order. In additon, the filing
Part agrees to reasonably cooperate to amend and make
modifications to this Agreement to allow the filing of this Agreement or
the specific part of this Agreement affected by the order to the extent
reasonably necessary.
22. Notices. Any notices required by or conceming this
Agreement wil be in writing and wil be suffciently given if delivered
persnally, delivered by prepaid overnight express servce, sent by
facsimile with electronic confrmation, or sent by certified mail, retum
receipt requested, or by email where specified in this Agreement to
CenturyLink and CLEC at the addresses shown on the cover sheet of
this Agreement. Notwithstanding anything herein to the contrary,
CenturyLink may provide notice via email or by posting to
CenturyLink's website without duplicate written notification for: (v)
marketing notices; (w) notices provided under Section 8; (x) rate
change notices; or (y) notices regarding changes in maintenance
windows.
23. Force Majeure. Neither Part shall be liable for any delay
or failure in performance of any part of this Agreement from any cause
beyond its control and without its fault or negligence including, without
limitation, acts of nature, acts of civil or miltary authority, government
regulations, embargoes, epidemics, terrorist acts, riots, insurrections,
fires, explosions, earthquakes, nuclear accidents, floods, work
stoppages, power blackouts, volcanic action, other major
environmental disturbances, or unusually severe weather conditions
(each, a Force Majeure Event). Inabilty to secure products or servicesof other Persons or transportation facilities or acts or omissions of
transportation carriers shall be considered Force Majeure Events to
the extent any delay or failure in performance caused by these
circumstances is beyond the Part's control and without that Parts
fault or negligence. The Part affcted by a Force Majeure Event shall
give prompt notice to the other Part, shall be excused from
performance of its obligations hereunder on a day to day basis to the
extent those obligations are prevented by the Force Majeure Event,
and shall use reasonable effort to remove or mitigate the Force
Majeure Event. In the event of a labor dispute or strike the Parties
agree to provide Service to each other at a level equivalent to the level
they provide themselves.
24. Governina Law. Colorado state law, without regard to
choice-of-Iaw principles, govems all matters arising out of, or relating
to, this Agreement.
25. Dispute Resolution.
25.1 The Parties wil attempt in good faith to resolve through
negotiation any dispute, claim or controversy arising out of, or relating
to, this Agreement. Either Part may give written notice to the other
Part of any dispute not resolved in the normal course of business.
Each Part wil, within seven (7) Days after delivery of the written
notice of dispute, designate a vice-president level employee or a
representative with authority to make commitments to review, meet,
and negotiate, in good faith, to resolve the dispute. The Parties intend
that these negotiations be conducted by non-lawyer, business
representatives, and the locations, format, frequency, duration, and
conclusions of these discussions will be at the discretion of the
representatives. By mutual agreement, the representatives may use
other procedures to assist in these negotiations. The discussions and
correspondence among the representatives for the purposes of these
negotiations wil be treated as Confidential Information developed for
purposes of settlement, and will be exempt from discovery and
production, and are not admissible in any subsequent proceedings
without the concurrence of both Parties.
25.2 If the designated representatives have not reached a
resolution of the dispute within fifteen (15) Days after the written noticePage70f11
Docusign Envelope 10: 6B3BE092-A978-4833-A32A"7B160124A65A
(or such longer period as agreed to in wrting by the Parties), then
either Part may commence a civil action. Any action wil be brought in
the United States District Court for the District of Colorado if it has
subject matter jurisdiction over the action, and shall otherwse be
brought in the Denver District Court for the State of Colorado. The
Parties agree that such courts have personal jurisdiction over them.
25.3 Waiver of Jury Trial and Class Action. Each Part, to the
extent permitted by law, knowingly, voluntarily, and intentionally waives
its right to a trial by jury and any right to pursue any claim or action
arising out of or relating to this Agreement on a class or consolidated
basis or in a representative capacity.
25.4 No cause of action regardless of the fonn of action, arising
out of, or relating to this Agreement, may be brought by either Part
more than tw (2) years after the cause of action arises.
26. Headings. The headings used in this Agreement are for
convenience only and do not in any way limit or otherwise affect the
meaning of any tenns of this Agreement.
27. Authorization. Each Part represents and warrants that:
A. the full legal name of the legal entity intended to provide and
receive the benefits and Services under this Agreement is
accurately set forth herein;
B. the person signing this Agreement has been duly authorized
to execute this Agreement on that Part's behalf;
C. the execution hereof is not in conflict with law, the tenns of
any charter, bylaw, articles of association, or any agreement to
which such Part is bound or affected; and
D. each Part may act in reliance upon any instruction,
instrument, or signature reasonably believed by it to be authorized
and genuine.
28. Third Party Beneficiaries. The tenns, representations,
warranties and agreements of the Parties set forth in this Agreement
are not intended for, nor will they be for the benefit of or enforceable
by, any third part (including, without limitation, CLEC's Affliates and
End Users).
29. Insurance. Each Party shall at all times during the tenn of
this Agreement, at its own cost and expense, carry and maintain the
insurance coverage listed below with insurers having a "Best's" rating
of B+XII with respect to liability arising from its operations for which
that Part has assumed legal responsibility in this Agreement. If a
Part or its parent company has assets equal to or exceeding
$10,000,000,000, that Part may utilize an Affliate captive insurance
company in lieu of a "Best's" rated insurer. To the extent that the
parent company of a Party is relied upon to meet the $10,000,000,000
asset threshold, such parent shall be responsible for the insurance
obligations contained in this Section, to the extent its affliated Part
fails to meet such obligations.
29.1 Workers' Compensation with statutory limits as required in
the state of operation and Employers' Liabilty insurance with limits of
not less than $100,000 each accident.
29.2 Commercial General Liabilty insurance covering claims for
bodily injury, death, personal injury or propert damage, including
coverage for independent contractor's protection (required if any work
wil be subcontracted), products and/or completed operations and
contractual liability with respect to the liability assumed by each Part
hereunder. The limits of insurance shall not be less than $1,000,000
each occurrence and $2,000,000 general aggregate limit.
..
29.3 "All Risk" Propert coverage on a full replacement cost basis .
insuring all of such Parts personal propert situated on or within the
Premises.
29.4 Each Part may be asked by the other to provide
certificate(s) of insurance evidencing coverage, and thereafter shall
provide such certificate(s) upon reuest. Such certifcates shall:
A. name the other Part as an additional insured under
commercial general liabilty coverage;
B. indicate that coverage is primary and not excess of, or
contributory with, any other valid and collectible insurance
purchased by such Party; and
C. acknowledge severabilty of interest/cross liability coverage.
30. Communications Assistance Law Enforcement Act of
1994. Each Party represents and warrnts that any equipment,
facilities or Services provided to the other Part under this Agreement
comply with the CALEA. Each Part will indemnify and hold the other
Part hannless from any and all penalties imposed upon the other
Part for such noncompliance and wil at the non-compliant Part's
sole cost and expense, modify or replace any equipment, facilties or
Services provided to the other Party under this Agreement to ensure
that such equipment, facilties and Services fully comply with CALEA.
31. Entire Agreement. This Agreement (including all
Attachments, Rate Sheets, and other documents referred to herein)
constitutes the full and entire understanding and agreement between
the Parties with regard to the subjects of this Agreement and
supersedes any prior understandings, agreements, or representations
by or between the Parties, written or oral, including but not limited to,
any tenn sheet or memorandum of understanding entered into by the
Partes, to the extent they relate in any way to the subject of this
Agreement. Notwthstanding the foregoing, certain elements used in
combination with the Service provided under this Agreement are
provided by CenturyLink to CLEC under the terms and conditions of its
interconnection agreement, and nothing contained herein is intended
by the Parties to amend, alter, or otherwse modify those tenns and
conditions.
.
32. Proof of Authorization.
32.1 Each Part shall .be responsible for obtaining and
maintaining Proof of Authorization (POA), as required by applicable
federal and state law, as amended from time to time.
32.2 Each Part will make POAs available to the other Party upon
request. In the event of an allegation of an unauthorized change or
unauthorized service in accordance with Applicable Law, the Part
charged with the alleged infraction shall be responsible for resolving
such claim, and it shall indemnif and hold hannless the other Part for
any losses, damages, penalties, or other claims in connection with the
alleged unauthorized change or service.
33. General Terms.
33.1 CenturyLink wil provide general repair and maintenance
services on its facilities, including those facilities supporting Services
purchased by CLEC under this Agreement, at a level that is consistent
with other comparable services provided by CenturyLink.
33.2 In order to maintain and modemize the network properly,
centuryLink may make necessary modifcations and changes to its
network on an as needed basis. Such changes may result in minor
changes to transmission parameters. Network maintenance and.
March 2, 2010lkjclspectrotel/CenturyLink™ CLspTM MsA - (v8--11) Page 8 of 11
AZ-CDs-120229-D015; CO-CDs-120229-0016; IA-CDs-120229-0017; IO-CDs-120229-0018;
MN-CDs-120229-D019; MT-CDs- 120229-0020; NO-CDs-120229-0021; NE-CDs- 120229-0022;
NM-CDs-120229-D023; OR-CDs-120229-0024; SO-CDs-120229-0025; UT-CDs-120229-0026;
WA-CDs-120229-0027; WV-CDs-120229-0028
" Docusign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
. modernization activities wil result in transmission parameters that are
within transmission limits of the Service ordered by CLEC.
CenturyLink will provide advance notice of changes that affect network
Interoperability pursuant to applicable FCC rules.
1. any Environmental Hazard that the Indemnifying Part,
its contractors or agents introuce to the work locations; or
33.3 Network Security.
2. the presence or release of any Environmental Hazard
for which the Indemnifing Part is responsible under
Applicable Law.
B. Each Party is responsible to provide security and privacy of
communications. This entails protecting the confidential nature of
Telecommunications transmissions between End User Customers
during technician work operations and at all times. Specifcally,
no employee, agent or representative shall monitor any circuits
except as required to repair or provide Service of any End User
Customer at any time. Nor shall an employee, agent or
representative disclose the nature of overheard conversations, or
who participated in such communications or even that such
communication has taken place. Violation of such security may
entail state and federal criminal penalties, as well as civil
penalties. CLEC is responsible for covering its employees on
such security requirements and penalties.
B. In the event any suspect materials within CenturyLink-
owned, operated or leased facilties are identifed to CLEC by
CenturyLink to be asbestos containing, CLEC will ensure that to
the extent any activities which it undertkes in the facilty disturb
such suspect materials, such CLEC activities wil be in
accordance with Applicable Law, including without limitation,
applicable local, state and federal environmental and health and
safety statutes and regulations. Except for abatement activities
undertken by CLEC or equipment placement activities that result
in the generation of asbestos-cntaining material, CLEC does not
have any responsibilty for managing, nor is it the owner of, nor
does it have any liabilty for, or in connection with, any asbestos-
containing materiaL. CenturyLink agrees to immediately notify
CLEC if GenturyLink undertkes any asbestos control or asbestos
abatement activities that potentially could affect CLEC personnel,
equipment or operations, including, but not limited to,
contamination of equipment.
A. Protection of Service and Propert. Each Part wil exercise
the same degree of care to prevent harm or damage to the other
Part and any third parties, its employees, agents or End User
Customers, or their propert as it employs to protect its own
employees, agents, End User Customers and propert, , but in no
case less than a commercially reasonable degree of care.
.
C. The Parties' networks are part of the national security
network, and as such, are protected by federal law. Deliberate
sabotage or disablement of any portion of the underlying
equipment used to provide the network is a violation of federal
statutes with severe penalties, especially in times of national
emergency or state of war. The Parties are responsible for their
employees with respect to such security requirements and
penalties.
D. CenturyLink shall not be liable for any losses, damages or
other claims, including, but not limited to, uncollectible or
unbilable revenues, resulting from accidental, erroneous,
malicious, fraudulent or otherwise unauthorized use of Services or
facilties ('Unauthorized Use"), whether or not such Unauthorized
Use could have been reasonably prevented by GenturyLink,
except to the extent CenturyLink has been notified in advance by
CLEC of the existence of such Unauthorized Use, and fails to
take commercially reasonable steps to assist in stopping or
preventing such activity.
33.4. Construction. CenturyLink wil provide necessary
construction only to the extent required by Applicable Law.
33.5. Individual Case Basis Requests. CLEC may request
additional Services not specified in this Agreement and CenturyLink
wil consider such requests on an Individual Case Basis.
33.6. Responsibilty For Environmental Contamination.
A. Neither Part shall be liable to the other for any costs
whatsoever resulting from the presence or release of any
Environmental Hazrd that either Party did not introduce to the
affected work location. Each Part shall defend and hold
harmless the other Part and its respective offcers, directors and
employees from and against any losses, damages, claims,
demands, suits, liabilties, fines, penalties and expenses
(including reasonable attorneys' fees) that arise out of or resultfrom:.March 2, 201 OlkjclspectroteVCenturyLink 1M CLspTM MsA - (v8-8-11 )
AZ-CDs-120229-D015; CQ-Ds- 120229-0016; IA-CDs-120229-0017; IO-CDs- 120229-D018;
MN-CDs-120229-0019; MT-eDs-120229-0020; NO-eOs-120229-0021; NE-eDs-120229-022;
NM-CDs-120229-0023; OR-eDs-120229-D024; SO-CDs-120229-D025; UT-CDS-120229-0026;
WA-eDs-120229-0027; WY-CDs-120229-0028
Page90f11
Docusign Envelope 10: 6B3BE092-A978-4833-A32A-7B 160124A65A
CENTURYLINK LOCAL SERVICES PLATFORM 1M AGREEMENT
ATTACHMENT 1. DEFINITIONS
"Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.), as
amended.
"Advanced Intellgent Network" or "AIN" is a Telecommunications network
architecture in which call processing, call routing and network management
are provided by means of centralized databases.
"Affliate" means a Person that (directly or .indirectly) owns or controls, is
owned or controlled by, or is under common ownership or control with,
another person. For purposes of this paragraph, the term 'own' means to
own an equity interest (or the equivalent thereof) of more than 10 percent.
"Automatic Location Identification" or "ALI" is the automatic display at the
Public Safety Answering Point of the caller's telephone number, the
address/location of the telephone and supplementary emergency services
information for Enhanced 911 (E911).
"Applicable Law" means all laws, statutes, common law including, but not
limited to, the Act, the regulations, rules, and final orders of the FCC, a
state regulatory authority, and any final orders and decisions of a court of
competent jurisdiction reviewing the regulations, rules, or orders of the
FCC or a state regulatory authority.
"Bil Date" means the date on which a Billng period ends, as identified on
the bil.
"Billng" involves the provision of appropriate usage data by one
Telecommunications Carrier to another to faciltate Customer Biling with
attendant acknowledgments and status reports. It also involves the
exchange of information between Telecommunications Carriers to process
claims and adjustments.
"Carrier" or "Common Carrier" See Telecommunications Carrier.
"Central Offce" means a building or a space within a building where
transmission facilities or circuits are connected or switched.
"Commercial Mobile Radio Service" or "CMRs" is defined in 47 U.S.C.
Section 332 and FCC rules and orders interpreting that statute.
"Communications Asistance for Law Enforcement Act" or "CALEA" refers
to the duties and obligations of Carriers under Section 229 of the Act.
"Confidential Information" means any information that is not generally
available to the public, whether of a technical, business, or other nature
and that: (a) the receiving Part knows or has reason to know is
confidential, proprietary, or trade secret information of the disclosing Party;
and/or (b) is of such a nature that the receiving Part should reasonably
understand that the disclosing Part desires to protect such information
against unrestricted disclosure. Confidential Information wil not include
information that is in the public domain through no breach of this
Agreement by the receiving Part or is already known or is independently
developed by the receiving Party.
"Customer" means the Person purchasing a Telecommunications Service
or an information service or both from a Carrier.
"Day" means calendar days unless otherwse specified.
"Demarcation Point" is defined as the point at which the LEC ceases to
own or control Customer Premises wiring including without limitation inside
wiring.
"Directory Assistance Database" contains only thos,e published and n.
listed telephone number listings obtained by CenturyUnk from its own E
User Customers and other Telecommunications Carrers.
"Directory Assistance Service" includes, but is not limited to, making
available to callers, upon request, information contained in the Directory
Assistance Database. Directory Assistance Service includes, where
available, the option to complete the call at the caller's direction.
"Due Date" means the specific date on which the requested, Service is to
be available to the CLEC or to CLEC's End User Customer, as applicable.
"End User Customer" means a third part retail Customer that subscribes
to a Telecommunications Service provided by either of the Parties or by
another Carrer or by tw (2) or more Carriers.
"Environmental Hazard" means any substance the presence, use,
transport, abandonment or disposal of which (i) requires investigation,
remediation, compensation, fine or penalty under any Applicable Law
(including, without limitation, the Comprehensive Environmental Response
Compensation and Liabilty Act, Superfund Amendment and
Reauthorization Act, Resource Conservation Recovery Act, the
Occupational Safety and Health Act and provisions with similar purposes in
applicable foreign, state and local jurisdictions) or (ii) poses risks to human
health, safety or the environmént (including, without limitation, indoor,
outdoor or orbital space environments) and is regulated under any
Applicable Law.
"FCC" means the Federal Communications Commission.
"Interexchange Carrer" or "IXC" means a Carrier that provides InterLATA
or IntraLATA Toll services.
"Line Information, Database" or "L1DB" stores various telephone ..
numbers and Special Billng Number (sBN) data used by operator servi'J
systems to process and bil Altemately Billed Services (ABs) calls. The
operator servces system accesses L1DB data to provide originating line
(callng number), Biling number and terminating line (called number)
information. L1DB is used for callng card validation, fraud prevention,
Billng or service restrictions and the sub-account information to be
included on the call's Biling record. Telcordia's GR-446-CORE defines the
interface between the administration system and L1DB including specific
message formats (Telcordia's TR-NWP-000029, Section 10).
"Line Side" refers to End Offce Switch connections that have been
programmed to treat the circuit as a local line connected to a terminating
station (e.g., an End User Customer's télephone station set, a PBX,
answering machine, facsimile machine, computer, or similar customer
device).
"Local Exchange Carrier" or "LEC" means any Carrer that is engaged in
the provision of Telephone Exchange Service or Exchange Access. Such
term does not include a Carrier insofar as such Carrier is engaged in the
provision of Commercial Mobile Radio Service under Section 332(c) of the
Act, except to the extent tt:at the FCC finds that such service should be
included in the definition of such term.
"Loop" or "Unbundled Loop" is defined as a transmission facilty between a
distribution frame (or its equivalent) in a CenturyLink Central Ofce and the
Loop Demarcation Point at an End User Customer's Premises
"Local Service Request" or "LsR" means the industry standard forms and
supporting documentation used for ordering local services.
Page 10 of 11 .March 2, 2010/kjclspectroteVCenturyLink™ CLspTM MsA - (v8-8-11)
AZ-CDs-120229-0015; CO-CDs- 120229-0016; IA-CDs- 120229-0017; IO-CDs-120229-0018;
MN-CDs- 120229-0019; MT-CDs- 120229-0020; NO-CDs-120229-021; NE-CDs- 120229-0022;
NM-CDs- 120229-0023; OR-CDs- 120229-0024; SO-CDs- 120229-0025; UT -CDs- 120229-0026;
WA-CDs-120229-o027; WY-CDs-120229-0028
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
CENTURYLINK LOCAL SERVICES PLATFORM™ AGREEMENT
ATTACHMENT 1. DEFINITONS
.isceiianeous Charges" mean charges that CenturyLink may assess in and Access Tandem Switèhes), and between Tandem Switches within the
dition to recurrng and nonrecurring rates set forth in the Rate Sheet for Local Callng Area, as descbed more fully in this Agreement.
activiti~s CLEC requests CenturyLink to perform, activities CLEC
authonz~s, or charges that are a result of CLEC's actions, such as
cancellation charges, additional labor and maintenanCe. Miscellaneous
Charges are not already included in CenturyLink's recurring or
nonrecurring rates. Miscellaneous Charges shall be contained in or
referenced in the Rate Sheet.
"Network Element" is a facilty or equipment used in the provision of
Telecommunications Service or an information service or both. It also
includes features, functions, and capabilties that are provided by means of
such facilty or equipment, including subscriber numbers databases
signaling systems, and information suffcient for Billng and' collection o~
used in the transmission, routing, or other provision of a
Telecommunications Service or an information service or both, as is more
fully described in this Agreement.
"Operational Support Systems" or "055" mean pre-rdering, Provisioning,
maintenance, repair and billng systems.
"Order Form" means servce order request forms issued by CenturyLink, as
amended from time to time.
"Persn" is a general term meaning an individual or assciation
corporation, firm, joint-stock company, organization, partnership, trust o~
any other form or kind of entity.
"Port" means a line or trunk connection point, including a line card and
associated peripheral equipment, on a Central Ofce Switch but does not
include Switch features. The. Port serves as the hardware termination for
line or Trunk Side facilties connected to the Central Offce Switch. Each
.Line Side Port is typically associated with one or more telephone numbers
t serve as the Customer's network address.
"Premises" refers to CenturyLink's Central Ofces and Serving Wire
Centers; all buildings or similar structures owned, leased, or otherwse
controlled by CenturyLink that house its network facilties; all structures that
house CenturyLink facilities on public rights-of-way, including but not
limited to vaults containing Loop concentrators or similar structures; and all
land owned, leased, or otherwise controlled by CenturyLink that is adjacent
to these Central Ofces, Wire Centers, buildings and structures.
"Proof of Authorization" or "POA" shall consist of verification of the End
User Customer's selection and authorization adequate to document the
End User Customer's selection of its local service provider and may take
the form of a third party verification format.
"Provisioning" involves the exchange of information between
Telecommunications Carriers where one executes a request for a set of
product and servces from the other with attendant acknowledgments and
status report.
"Public Switched Netwrk" includes all Switches and transmission facilties,
whether by wire or radio, provided by any Common Carrer including LECs,
IXCs and CMRS providers that use the North American Numbering Plan in
connection with the provision of switched services.
"Serving Wire Center" denotes the Wire Center from which dial tone for
local exchange service would normally be provided to a paricular
Customer Premises.
"Swich" means a switching device employed by a Carrer within the Public
Switched Network. Switch includes but is not limited to End Offce
Switches, Tandem Switches, Accss Tandem Switches, Remote Switching
Modules, and Packet Switches. Switches may be employed as a
combination of End OffcelTandem Switches.
"Switched Access Traffc," as specifically defined in CenturyLink's
interstate Switched Accss Tariff, is traffc that originates at one of the
Parts End User Customers and terminates at an IXC Point of Presence,
or originates at an IXC Point of Presence and terminates at one of the
Parts End User Customers, whether or not the traffc transits the otherPart's network. '
"Tariff' as used throughout this Agreement refers to CenturyLink interstate
Tariff and state Tariffs, price lists, and price schedules.
"Telecommunications Carrer" means any provider of Telecommunications
Services, except that such term does not include aggregators of
Telecommunications Services (as defined in Section 226 of the Act). A
Telecommunications Carrer shall be treated as a Common Carrier under
the Act only to the extent that it is engaged in providing
Telecommunications Services, except that the FCC shall determine
whether the provision of fixed and mobile satellte servce shall be treated
as common carriage.
"Telecommunications Services" means the offering of telecommunications
for a fee direcly to the public, or to such classeS of users as to be
effectively available directly to the public, regardless of the facilties used.
"Telephone Exchange Service" means a Service within a telephone
exchange, or within a connected system of telephone exchanges within the
same exchange area operated to fumish to End User Customers
intercommunicating Servce of the character ordinarily fumished by a single
exchange, and which is covered by the exchange Service charge, or
comparable Servce provided through a system of Switches, transmission
equipment or other facilties (or combinations thereof) by which a
subscriber can originate and terminate a Telecommunications Service.
"Trunk Side" refers to Switch connections that have been programmed to
treat the circuit as connected to another switching entity.
'Wire Center" denotes a building or space within a building that serves as
an aggregation point on a given Carrer's netwrk, where transmission
facilties are connected or switched. Wire Center can also denote a
building where one or more Central Offces, used for the provision of basic
exchange Telecommunications Services and access Services, are located.
Terms not otherwise defined here but defined in the Act and the orders and
the rules implementing the Act or elsewhere in this Agreement, shall have
the meaning defined there. The definition of terms that are included here
and are also defined in the Act, or its implementing orders or rules, are
intended to include the definition as set forth in the Act and the rules
implementing the Act.
"Shared Transport" is defined as local interoffce transmission facilties
shared by more than one Carrer, including CenturyLink, between End
_Ofce Switches, betwen End Offce Switches and Tandem Switches (local
rch 2, 2010/kjclSpectrotel/CenturyLink™ CLSpTM MSA - (v8-8-11)
-CDS-120229-0015; CO-CDS- 120229-0016; IA-CDS- 120229-0017; IO-GDS- 120229-0018;
MN-GDS- 120229-0019; MT -CDS- 120229-0020; NO-CDS- 120229-0021; NE-CDS- 120229-0022;
NM-GDS-120229-o023; OR-CDS-120229-o024; SO-CDS-120229-025; UT-CDS- 120229-0026;
WA-CDS-120229-0027; WY-CDS-120229-0028
Page 11 of 11
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
.1.0
.
.
CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSpTM") AGREEMENT
ATTACHMENT 2 - CLSpTM Service Description
CenturyLink wil provide Centuryink™ Local Services
Platform ("CLSPTM") Services accrding to the terms and
conditions set forth in the CLSP Agreement between the
Parties (the "Agreement") and in this Attachment 2 to the
Agreement, which is incorporated into and made a part of
the Agreement (this "Attachmenl). Except as otherwise set
fort in this Attachment, capitalized terms used but not
otherwise defined herein have the definitions assigned to
them in the Agreement. CLEC may use CLSP Services to
provide any Telecommunications Services, information
services (or both) that CLEC chooses to offer to the extent
that such services are granted herein or not limited hereby.
Report and Order-Petition of CenturyUnk Corporation for
Forbearance Pursuant to 47 U.S.C. § 160(c) in the Omàha
Metropolitan Statistical Area, FCC 05-170, WC Docket No.
04-223, (effective September 16, 2005), CenturyLink wil
provide to CLEC the Loop element of CLSP Services
purchased in the following nine Omaha Nebraska Wire
Centers under the terms and conditions of the Agreement
and this Attchment at Rates provided in the Rate Sheet:
Omaha Douglas; Omaha Izard Street; Omaha 90th Street;
Omaha Fort Street; Omaha Fowler Street; Omaha 0 Street;
Omaha 78th Street; Omaha 135th Street; and Omaha 156th
Street.
1.1 General CLSP Service Description.1.2.2 The following CLSP Service types will be
combined with 2-wire loops: CLSP BusineSS; CLSP Centrex
(including Centrex 21); Centrex Plus; Centron in Minnesota
only; CLSP ISDN BRI; CLSP PAL; CLSP PBX Analog non-
DID and 1-Way DID Trunks; and CLSP ResidentiaL.
1.1.1 CLSP Services consist of Local Switching and
Shared Transport in combination. CenturyLink Advanced
Intellgent Network ("AIN") Services, e.g., remote access
forwarding, and CenturyLink Voice Messaging Services
("VMS") may also be purchased with compatible CLSPServices. These Netwrk Elements will be provided in
compliance with all Telcordia and other industry standards
and technical and performance specifications to allow CLEC
to combine the CLSP Services with a compatible voicemail
product and stutter dial tone. CenturyLink will provide
access to 911 emergency services and directory listings in
accordance with the terms and conditions of CLEC's
interconnection agreements ("ICAs"), except that the
business end user rate in the applicable Tariff applies to all
end user premium and privacy directory listings (with the
exception of residential additional listings, i.e., USOC RL T)
when services are provisioned to CLEC under this
Agreement whether CLEC's end user is a residential end
user or a business end user. As part of the CLSP Service,
CenturyLink combines the Network Elements that make up
CLSP Service with analog/digital capable Loops, with such
Loops (including services such as line splittng) being
provided in accordance with the rates, terms and conditions
of the CLEC's ICAs. CLEC may also purchase Commercial
High Speed Internet Service (also known as Digital
Subscriber Line (DSL)), under a separate Services
agreement, to be used with compatible CLSP Service.
1.2.3 CLSP PBX Analog 2-Way DID Trunks wil be
combined with 4 wire loops.
1.3 Local Switching. The Local Switching Netwrk Element
("Local Switching") is collectively the Line Side and TrunkSide facilties in the local serving CenturyLink end offce
Switch which provides the basic switching function, the port,
plus the features, functions, and capabilties of the switch
including all compatible, available, and loaded vertical
features (e.g., anonymous call rejection) that are loaded in
that switch. Vertical features are softare attributes on end
offce Switches and are listed on the CenturyLink wholesale
website. CenturyLink signaling is provided with Local
Switching solely as described in Section 1.4.2 of this
Attachment. The following Local Switching port are
available with CLSP Service: Analog Line Ports, Digital Line
Port Supporting Basìc Rate Interface-Integrated Services
Digital Network ("BRI ISDN"), and Analog Trunk Port.
1.3.1 Analog Line Port. Line Port attributes include:
telephone number; dial tone; signaling (Loop or ground
start); on/off hook detection; audible and power ringing;
Automatic Message Accunting (AMA Recording); and
blocking options.
1.1.2 CLSP Service is available in six different service
arrangements, each of which is described more fully below:
CLSP Residential; CLSP Business; CLSP Centrex (including
Centrex 21, Centrex Plus and, in Minnesota only, Centron);
CLSP ISDN BRI; CLSP Public Access Lines ("PAl); CLSP
PBX Analog DID and non-DID (one way and two way)
trunks.
1.3.2 Digital Line Port Supporting BRI ISDN. BRI ISDN
is a digital architecture that provides integrated voice and
data capabilty (2 wire). A BRI ISDN Port is a Digital 2B+D
(2 Bearer Channels for voice or data and 1 Delta Channel forsignaling and 0 Channel Packet) Line Side Switch
connection with BRI ISDN voice and data basic elements.
For flexibilty and customization, optional features can be
added. BRI ISDN Port does not offer B Channel Packet
service capabiliies. The serving arrangement conforms to
the internationally developed, published, and recognized
standards generated by International Telegraph and
Telephone Union (formerly CCITT).
1.1.3 Nothing in this Attachment or the Agreement
precludes CenturyLink from withdrawing availabilty of
comparable, functionally equivalent services from its retail
end user customers. In the event of such withdrawal or
discontinuation, CenturyLink may also withdraw availabilty
of the equivalent CLSP Service.
1.2
1.3.3 Analog Trunk Port. 050 analog trunk Port can be
configured as DID, DOD, and two-way.Combination of CLSP Service with Loops. Except as
described below, the Loop will be provided by CenturyLink
under the applicable ICAs in effect between CenturyLink and
CLEC at the time the order is placed. As part of the CLSP
Service, CenturyLink will combine the Local Switching and
Shared Transport Network Elements with the Loop.
1.2.1 Pursuant to the order issued by the FCC
pertining to the availability of Unbundled Netwrk Element
("UNE") Loops under Section 251(c)(3) of the Act in its
March 2, 2010/kjc/Spectrotel/Attachment 2 - CLSpTM - (v8-8-11)
AZ-CDS-120229-0015; CO-CDS-120229-0016; IA-CDS-120229-0017; ID-CDS-120229-0018;
MN-eDS-120229-0019; MT-CDS- 120229-D020; ND-eDS- 120229-0021; NE-CDS- 120229-0022;
NM-eDS-120229-0023; OR-CDS-120229-D024; SD-CDS-120229-0025; UT-CDS-120229-0026;
WA-DS-120229-D027; WY-CDS-120229-0028
1.3.3.1 Analog trnk Ports provide a 2-Way
Analog Trunk with DID, E&M Signaling and 2-Wire or
4-Wire connections. This Trunk Side connection
inherently includes hunting within the trunk group.
1.3.3.2 All trunks are designed as 4-Wire leaving
the Central Offce. For 2-Wire service, the trunks are
1
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
CENTURYLlNKTM LOCAL SERVICES PLATFORM ("CLSpTM") AGREEMENT
ATTACHMENT 2 - CLSpTM Service Description
converted at the End User Customer's location.Services (ABS)..
1.3.3.4 Two-way analog DID trunks require E&M
signaling. CenturyLink wil use Type I and II E&M
signaling to provide these trunks to the PBX. Type II
E&M signaling from CenturyLink to the PBX wil be
handled as a special assembly request on an
Individual Case Basis.
1.4.5 ThelCNAM database is used with certain end
offce Switch features to provide the callng party's name to
CLEC's End User Customer with the applicable feature
capabilty. The ICNAM database contains current listed
name data by working telephone number served or
administered by CenturyLink, including listed name data
provided by other Telecommunications Carriers participating
in CenturyLink's callng name delivery service arrangement.
1.3.3.3. Two-way analog DID trunks are capable of
initiating out going calls, and may be equipped with
either rotary or touch-tone (DTMF) for this purpose.
When the trunk is equipped with DID call transfer
feature, both the trunk and telephone instruments
must be equipped with DTMF.
1.4.6 CenturyLink will provide the listed name of the
callng part that relates to the callng telephone number
(when the information is actually available in CenturyLink's
database and the delivery is not blocked or otherwise limited
by the callng part or other appropriate request).
1.3.4 Usage. Local Switching Usage is biled on a
Minute of Use ("MOU" basis as described within this
Attchment. Rates for "Local Switch Usage" or "Local
Swich MOUs" are provided in the CLSP Rate Sheet.
1.4.7 For CLEC's CLSP End User Customers,
CenturyLink wil load and update CLEC's CLSP End User
Customers' name information into the L1DB and ICNAM
databases from CLEC's completed service orders. CLEC is
responsible for the accuracy of its End User Customers'
information.1.4 Verical Features and Ancilary Functions and Services.
1.4.1 CLSP Service includes nondiscriminatory access to
all vertical features that are loaded in the Local serving
CenturyLink end offce switch.
1.4.2 Local Switching includes use of CenturyLink's
signaling network (ISUP call set-up) solely for Local Traffc.
"Local Traffc" and "Local Calls" means calls that originate
and terminate within the Local Callng Area as defined in the
CenturyLink Tariff. CenturyLink wil provide service control
points in the same manner, and via the same signaling links,
as CenturyLink uses such service control points and
signaling links to provide service to its End User Customers
served by that switch. CenturyLink's call related databases
include the Line Information Database (L1DB), Internetwork
Callng Name Database (ICNAM), 8XX Database for toll free
callng, AIN Databases, and Local Number Portabilty
Database. CLEC wil not have access to CenturyLink's AIN-
based services that qualify for proprietary treatment, except
as expressly provided for in the Agreement or this
Attchment. Local Switching does not include use of
CenturyLink's signaling network for Toll Traffic. "Toll Traffc"
and ''Toil Calls" means intra local access and transport area
("LATA") or interLATA calls that originate and terminateoutside of the Local Callng Area as defined in the
CenturyLink Tariff. For all Toll Traffc originated by or
terminated to CLEC's CLSP End User Customer,
CenturyLink may bil applicable Tariff charges, including 557
message charges (ISDN User Part (ISUP) and Transaction
Capabilties Application Part (TCAP)), to the Interexchange
Carrier (IXC) or other wholesale 557 provider.
1.4.8 CenturyLink will exercise reasonable efforts to
provide accurate and complete L1DB and ICNAM
information. The information is provided on an as-is basis
with all faults. CenturyLink does not warrant or guarantee
the correctness or the completeness of such information;
however, CenturyLink wil access the same database for
CLEC's CLSP End User Customers' as CenturyLink
accesses for its own End User Customers. CenturyLink wil
not be liable for system outage or inaccessibilty or for lossesarising from the authorized use of the data by CLEC. .
1.4.9 CenturyLink wil not charge CLEC for the storage
of CLEC's CLSP End User Customers' information in the
L1DB or ICNAM databases.
1.5 Shared Transport and Toll.
1.4.3 ICNAM and L1DB. CLEC wil have non-
discriminatory access to CenturyLink's L1DB database and
ICNAM database as part of the delivery of CLSP Service.
1.5.1 Shared Transport. The Shared Transport
Network Element ("Shared Transport") provides the
collective interoffce transmission facilties shared by various
Carriers (including CenturyLink) between end-office switches
and between end-office switches and local tandem switches
within the Local Callng Area. Shared Transport uses the
existing routing tables resident in CenturyLink switches to
carr the End User Customer's originating and terminating
local/extended area service interoffce Local traffc on the
CenturyLink interoffce message trunk network. CLEC traffc
will be carred on the same transmission facilities between
end-offce switches, between end-offce switches and
tandem switches and between tandem switches on the same
network facilties that CenturyLink uses for its own traffc.
Shared Transport does not include use of tandem switches
or transport between tandem switches and end-offce
switches for Local Calls that originate from end users served
by non-CenturyLink Telecommunications Carriers
("Carrier(s)" which terminate to CLSP End Users.
1.5.2 Originating Toll Calls from, and terminating Toll
Calls to, CLSP End Users will be delivered to/from the
designated IXCs from the CenturyLink end-offce switches
and access tandems. The Parties understand and agree
that the Services include tandem switching, where required,
as well as end offce switching and that CLEC has the right
March 2, 2010/kjc/Spectrotel/Attachment 2 - CLSpTM - (v8-8-11) 2.
AZ-CDS-120229-0015; CO-eDS-120229-0016; IA-CDS-120229-0017; ID-CDS-120229-0018;
MN-CDS-120229-0019; MT-CDS- 120229-0020;ND-CDS- 120229-0021; NE-CDS- 120229-0022;
NM-CDS-120229-0023; OR-CDS-120229-0024; SD-CDS-120229-0025; UT-CDS-120229-0026;
WA-DS-120229-0027; WY-CDS-120229-0028
1.4.4 The L1DB database contains the following data:
various telephone line numbers and special biling number
(SBN) data; originating line (callng number); billng number
and terminating line (called number) information; callng card
validation; fraud prevention; Biling or service restrictions;
sub-account information to be included on the call's Billng
record; and callng card, biled to third number, and collect
call information used in processing Alternately Biled
.
.
.
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
CENTURYLlNKTM LOCAL SERVICES PLATFORM ("CLSpTM") AGRE.EMENT
ATTACHMENT 2 - CLSpTM Service Description
to charge switched accss to IXCs for each element, as
appropriate.
under the Agreement with an analog - 2 wire voice grade
Loop provided in accordance with CLEC's ICAs, except for
those Loops that are otherwse provided for in the
Agreement.1.5.3 IntraLATA and InterLATA Carrier Designation.
CLSP includes the capabilty for selection of the interLATA
and intra LATA Toll provider(s) on a 2-Primary Interexchange
Carrier (PIC) basis. CLEC wil designate the PiC
assignment(s) on behalf of its End User Customers for
interLATA and intra LATA Services. All CLEC initiated PIC
changes wil be in accordance with all Applicable Laws, rules
and regulations. CenturyLink wil not be liable for CLEC's
improper PiC change requests.
1.6.5 CLSP PBX is available to CLEC for CLEC's
business End User Customers.
1.6.5.1 PBX analog non-DID trunks are combinations
of an analog Line Side Port and Shared Transport
provided under the Agreement with an analog - 2 wire
voice grade Loop provided in accordance with CLEC's
ICAs, except for those Loops that are otherwise
provided for in the Agreement.1.5.4 CenturyLink IntraLATA Toll Local Primary
Interexchange Carrier ("LPIC") 5123. GenturyLink does
not authorize CLEC to offer, request, or select GenturyLink
LPIC 5123 service to CLEC's End User Customers for
intra LATA toll service with any CLSP Service in any state. In
the event CLEC assigns the CenturyLink LPIC 5123 to
CLEC's End User Customers, CenturyLink will bil CLEC and
CLEC wil pay CenturyLink the rates contained or referenced
in the attached Rate Sheet.
1.6.5.2 PBX with analog 1-way DID trunks are
combinations of a DID trunk Port and Shared Transport
provided under the Agreement with an Analog - 2 wire
voice grade Loop provided in accordance with CLEC's
ICAs, except for those Loops that are otherwise
provided for in the Agreement.
1.5.5 Usage. Shared Transport is billed on a MOU
basis as described within 'this Attchment. Rates for
"Shared Transport Usage" or "Shared Transport MOUs" are
provided in the CLSP Rate Sheet.
1.6.5.3 PBX with analog 2- way DID trunks are
combinations of a DID trunk Port and Shared Transport
provided under the Agreement with an Analog - 4 wire
voice grade Loop provided in accordance with CLEC's
ICAs, except for those Loops that are otherwse
provided for in the Agreement.
1.6 CLSP Service Arrangement Descriptions.
1.6.1 CLSP Business is available to CLEC for CLEC's
business End User Customers and is the combination of an
analog Line Side Port and Shared Transport provided under
the Agreement with an analog - 2 wire voice grade Loop
provided in accordance with CLEC's ICAs, except for those
Loops that are otherwise provided for in the Agreement.
1.6.6 CLSP Residential is available to CLEC for CLEC's
residential End User Customers and is the combination of an
analog Line Side Port and Shared Transport provided under
the Agreement with an analog - 2 wire voice grade Loop
provided in accordance with CLEC's ICAs, except as
otherwise provided for in the Agreement. CLSP Residential
may be ordered and provisioned only for residential End
User Customer application. The definition of residential
service is the same as in CenturyLink's retail Tariff as
applied to CenturyLink's End User Customers.
1.6.2 CLSP Centrex is available to CLEC for CLEC's
business End User Customers. CLSP Centrex Services
include Centrex 21, Gentrex Plus and, in Minnesota only,
Centron, and are the combination of an analog Line Side
Port and Shared Transport provided under the Agreement
with an analog - 2 wire voice grade Loop provided in
accordance with CLEC's ICAs, except for those Loops that
are otherwise provided for in the Agreement.
1.6.6.1 In order for CLEC to receive CLSP
Residential rates via the monthly Residential End User
Credit provided in the Rate Sheet, CLEC must identify
residential end users by worKing telephone number
(WTN) utilzing the LSR process as described in the
CenturyLink wholesale website.
1.6.2.1 CLEC may request a conversion from Centrex
21, Centrex-Plus or Gentron service to CLSP Business or
CLSP ResidentiaL. The Conversion NRC(s) provided in
the Rate Sheet wil apply.
2.0 Additional Terms and Conditions and Service Features.
2.1 CenturyLink does not warrant the availabilty of facilties at
any serving wire center. CLSP Services wil not be available
if facilties are not available. CenturyLink represents and
warrants that it wil not otherwse restrict facilties eligible to
provide CLSP Service and that any and all facilties that
would otherwise be available for retail service to a
CenturyLink End User Customer wil be considered eligible
for use by CLEC for CLSP Service to serve that same End
User Customer.
1.6.2.2 CenturyLink wil provide access to Customer
Management System (CMS) with CLSP-Gentrex at the
rates set forth in the Rate Sheet.
1.6.3 CLSP ISDN BRI is available to CLEC for CLEC's
End User Customers and is the combination of a Digital Line
Side Port (supporting BRI ISDN), and Shared Transport
provided under the Agreement with a Basic Rate ISDN-
capable Loop provided in accrdance with CLEC's ICAs,
except for those Loops that are otherwse provided for in the
Agreement.
2.2 Loop Start ("LPS") to Ground Start ("GST") and GST to
LST Changes ("LPS/GST Change") are available with
CLSP Services. POTS Services (e.g., a CLSP Centrex 21
line) can functionally and operationally be provisioned as
either LPS or GST. Unless specifcally requested otherwse,
CenturyLink provisions POTS services as LPS. GST is
generally provisioned for Private Branch Exchange ("PBX")
1.6.4 CLSP PAL is available to CLEC for only CLEC's
Payphone Servce Providers (PSPs) and is the combination
of an analog Line Side Port and Shared Transport provided
March 2, 201 O/kjclSpectrotelfAttachment 2 - CLSpTM - (v8-8-11)
AZ-CDS- 120229-0015; CO-COS- 120229-0016; IA-CDS- 120229-Q017; ID-CDS- 120229-0018;
MN-CDS-120229-Q019; MT-CDS-120229-0020; ND-CDS-120229-0021; NE-CDS-120229-0022;
NM-CDS-120229-0023; OR-GOS- 120229-0024; SD-CDS-120229-Q025; UT-CDS-120229-0026;
WA-GDS-120229-0027; WY-COS-120229-028
3
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
2.3
CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSpTM") AGREEMENT
ATTACHMENT 2 - CLSpTM Service Description
combined with CLSP. .type services. LPS/GST Changes allow the CLEC to
request a facility served by LPS to be changed to GST or
vice versa. Additional information and ordering requirements
are detailed on the CenturyLink Wholesale website.
2.2.1 The Subsequent Order Charge provided in the
CLSP Rate Sheet and the CenturyLink retail Tariff
nonrecurring charge ("NRC") for LPS/GST Changes, less an
18% wholesale discount, will be added to service orders
requesting LPS/GST Changes.
Daily Usage Feed (DUF). CenturyLink will provide to CLEC
certin originating and terminating call records ("usage
information") generated by CLEC's CLSP end user via a
DUF.
2.3.1 CenturyLink wil provide to CLEC Local Call usage
information within CenturyLink's control with respect to calls
originated by or terminated to CLEC CLSP End User
Customers in the form of the actual information that is
comparable to the information CenturyLink uses to bil its
own End User Customers.
2.3.2 CenturyLink will provide to CLEC usage
information necessary for CLEC to bil for interLATA and
intraLATA exchange access to the IXC (excluding intraLATA
usage information if CenturyLink LPIC 5123 is selected as
the intra LATA Toll provider) in the form of either the actual
usage or a negotiated or approved surrogate for this
information, as such biling is described and allowed under
section 3.7 of this Attachment. These exchange access
records will be provided as Category 11 EMI records via the
DUF.
2.3.3 CenturyLink will provide DUF records for the
following: all usage oCCurrences bilable to CLEC's CLSP
lines, including Busy Line Verify (BLV), Busy Line Interrupt
(BLI); originating local usage; usage sensitive CLASS
features; and CenturyLink-provided intra LATA tolL.
2.3.4 Local Call usage records will be provided as
Category 01 or Category 10 EMI records via the DUF.
Terminating Local Call usage records are not collected or
available and wil not be provided.
2.4 Feature and interLATA or intra LATA PiC changes or
additions for CLSP, wil be processed concurrently with the
CLSP order as specified by CLEC.
2.7 If CenturyLink develops and deploys new local switch
features for its End User Customers, those Switch features
wil be available with CLSP Service in the same areas and
subject to the same limitations. The rates that CenturyLink
charges for such new local switch features wil not in any
case be higher than the retail rate CenturyLink charges for
such features.
2.5 Access to 911/E911 emergency Services for CLEC's End
User Customers wil be available in accordance with CLEC's
ICAs. If CenturyLink is no longer obligated to provide
access to 911/E911 emergency services in accordance with
47 U.S.C. §251 , CenturyLink wil then provide such services
under the Agreement with respect to all CLEC CLSP Service
End User Customers and new CLSP Service End User
Customers, to the same degree and extent that 911/E911
emergency services were provided by CenturyLink prior to
the elimination of 911/E911 emergency services as an
obligation under 47 U.S.C. §251.
2.8 Nothing in the Agreement alters or affects CLEC's right to
receive any applicable universal service subsidy or other
similar payments.
2.9 CenturyLink Operator Services and Directory Assistance
Services are provided under the terms and conditions of
CLEC's ICAs.
3.0 Rate and Charges.
3.1 The recurring ("MRC") and NRC rates for CLSP Services
and all associated CLSP applicable usage-based rates and
miscellaneous charges are set forth or incorporated by
reference into the attached CLSP Rate Sheets. Rates for
CLSP Services are in addition to the applicable rates for
elements and Services provided under CLEC's I CAs.
Applicable intercarrier compensation rates and charges
(such as access charges, reciprocal compensation, andother charges for elements and services) are applicable and
are provided under a separate Agreement or Tariff.
3.2 CLSP rates Effctive Date through Term. Starting on the
Effective Date of the Agreement, rates for the Service wil be .
those provided or referenced in the attached Rate Sheet.
The MRCs for the switch port will be adjusted annually,
effective January 1 of each year through the term of the
Agreement. CLEC is eligible for and wil receive discounts
on the Basic Plan switch port MRCs if it meets the volume
plans described below. Discounts are not cumulative and
CenturyLink wil apply the highest discount rate for which
CLEC qualifies. Basic Plan MRCs wil apply if CLEC does
not qualify for any discount.
3.2.1 90% YOY Volume Retention Plan: If the
number of CLEC's CLSP total lines as of October 31 of
each year equals or exceeds 90% of the sum of
CLEC's CLSP total lines as of October 31 of the
preceding year, CLEC wil qualify for a 10% discount off
of the Business Port and a 2% discount off of the
Residential Port MRCs applicable during the next
calendar year.
3.2.4 115% YOY Volume Growth Plan: If the
number of CLEC's total CLSP lines as of October 31 of
each year equals or exceeds 115% of the sum of
CLEC's total CLSP lines as of October 31 of the
preceding year, and the YOY line increase is equal to
or greater than one thousand five hundred (1,500)
CLSP lines, CLEC wil qualify for a 30% discount off of
the Business Port MRCs and a 6% diSCOunt off of the
Residential Port MRCs applicable during the next
calendar year.
3.3 For purposes of counting CLEC's total CLSP lines in section
3.2 as of October 31 of each year, CenturyLink wil include
all CLSP lines, if any, from the previous year. For example,
to determine 2011 CLSP rates, CenturyLink wil use the total4 .CenturyLink AIN and VMS are offered on a commercial
basis and may be purchased with CLSP at the rates set forth
in the attached Rate Sheet. Retail promotions may not be
March 2, 2010/kjclSpectrotel/Attachment 2 - CLSpTM - (v8-8-11)
AZ-CDS-120229-Q015; CO-CDS-120229-0016; IA-CDS-120229-0017; ID-CDS-120229-0018;
MN-CDS-120229-0019; MT-CDS- 120229-0020; ND-CDS-120229-0021; NE-CDS-120229-0022;
NM-CDS-120229-0023; OR-CDS-120229-0024; SD-CDS-120229-0025; UT-CDS-120229-0026;
WA-CDS-120229-0027; WY-CDS-120229-0028
2.6
.
.
.
DocuSign Envelope 10; 6B3BE092-A978-4833-A32A-7B160124A65A
CENTURYLlNKTM LOCAL SERVICES PLATFORM ("CLSpTM") AGREEMENT
ATTACHMENT 2 '- CLSpTM Service Description
number of CLEC's CLSP lines as of October 31, 2009
compared to CLEC's total number of CLSP lines as of
October 31, 2010 in order to calculate CLEC's discount
eligibilty on January 4, 2011. Each subsequent adjustment
wil be effective on each' January 1 during the term of the
Agreement.
Use (MOU) This section describes the use of the
CenturyLinknetwork for different call tyes originated by or
terminated to CLSP End Users. This section does not affect
CenturyLink's rights to charge IXCs for signaling as
described in Section 1.4.2 of this Attchment.
3.4 Except as otherwse provided herein, the Loop element
combined with a CLSP Service wil be provided in
accordance with CLEC's ICAs with CenturyLink at the rates
set forth in those ICAs.
3.8.1 Originating IntraOffce Local Calls - This
originating Local Call requires switching by the local serving
CenturyLinkend offce Switch only. When this call type is
originated by a CLSP End User, Local Switch Usage
charges provided in the CLSP Rate Sheet wil apply. For
these call types that also terminate to an end user served by
a Carrier, CenturyLink may pay that Carrer certin
terminating compensation charges under terms and
conditions of a separate ICA.
3.4.1 Loops provided under the Agreement. Upon
thirt (30) Days notice via the standard commercial
notification process, CenturyLink may change monthly
recurring charges for the Omaha, Nebraska Loop elements
provided under the Agreement.3.8.2 Originating InterOce Local Calls. This
originating Local Call requires switching by the local serving
CenturyLink end offce and other interoffce switching for
Local traffic. When this call type is originated by a CLSP
end user, Local Switch Usage per MOU and Shared
Transport per MOU charges provided in the Rate Sheet wil
apply. For these call types that also terminate to an end
user served by a non-CenturyLink Carrer, CenturyLink may
pay that Carrier certain terminating compensation charges
under terms and conditions of a separate ICA
3.5 CLEC will be responsible for biling its CLSP End User
Customers for all Miscellaneous Charges and surcharges
required of CLEC by statute, regulation or as otherwse
required.
3.6 CLEC will pay CenturyLink the PiC change charge
associated with CLEC End User Customer changes of
interLTA or intraLATA Carrers. Any change in CLEC's
End User Customers' interLATA or intraLATA Carrer must
be requested by CLEC on behalf of its End User Customer.3.8.3 Originating IXC Toll Calls. This originating Toll
Call requires switching by the local serving CenturyLink end
offce. If the CLSP End User's selected IXC does not have
direct trunking to the local serving CenturyLink end offce,
Shared Transport is required to deliver that call to the
Access Tandem for delivery to the IXC. When this call type
is originated by a CLSP end user, Local Switch Usage
provided in the CLSP Rate Sheet applies. Additionally, if
Shared Transport is necessary to deliver the call to the
Access Tandem, Shared Transport Usage charges provided
in the CLSP Rate Sheet wil apply. The Parties understand
and agree that the Services include tandem switching, where
required, as well as end offce switching and that CLEC has
the right to charge switched access to IXCs for each
element, as appropriate.
3.7 Intercarrier Compensation. Except as specifcally
described in this Section, the Agreement does not change or
amend applicable intercarrier copensation arrangements
(including but not limited to Switched Access, Signaling, or
Transit charges) between any parties, including between
CenturyLink and Carriers or IXCs.
3.7.1 Switched Access. For CLSP End User
Customer(s), CenturyLink wil not charge to or collect from
the IXC usage based end offce and loop Switched Accss
charges (such as Switched Accss Local Switching, End
Ofce Shared Port, Tandem Transmission and Carrer
Common Line) for InterLATA or IntraLATA Toll Calls
originating or terminating from that CLSP End User
Customer's line to an IXC.3.8.4 Terminating IntraOffce and InterOce Local
Calls. This terminating Local Call requires switching by the
local serving CenturyLink end offce and in certain instances
other interoffce switching within the Local Callng area.
When a call is terminated to a CLSP end user, no charges
wil apply under CLSP. For these call types that originate
from an end user served by a Carrier, CenturyLink retains its
rights to bil that Carrer certain Transit charges as described
in Section 3.7 above.
3.7.2 Signaling. CenturyLink retains its rights to charge
IXCs for signaling usage (ISUP Signal Formulation, IS UP
Signal Transport, and ISUP Signal Switching, as well as
L1DB, ICNAM and 8XX) associated with interLATA and
intraLATA Toll Calls originated by or terminated to a CLSP
End User under the applicable Tariff.
3.7.3 Transit. For any call originated by an end user
served by a Carrier that routes through CenturyLink's
network and which terminates to a CLSP End User,
CenturyLink retains its rights to bil the originating Carrier
Transit charges for that call under the originating Carrier's
Agreement.
3.8.5 Terminating IXC Toll Calls. This terminating Toll
Call always requires switching by the local serving
CenturyLink end offce. If the originating caller's IXC does
not have direct trunking to the CLSP end user's local serving
CenturyLink end offce switch, Shared Transport is required
to terminate the call to the receiving CLSP end user. When
this call type is terminated to a CLSP end user, Local Switch
Usage charges provided in the Rate Sheet wil apply.
Additionally, if Shared Transport is necessary to deliver the
call to the CLSP end user from the access tandem, Shared
Transport Usage charges provided in the Rate Sheet will
apply. The Parties understand and agree that the Services
include tandem switching, where' required, as well as end
offce switching and that CLEC has the right to charge
3.7.4 Other. CenturyLink retains its rights to billXCs or
other Carriers, as applicable, any and all other access
charges and assessments not expressly addressed in this
section, including but not limited to flat rate transport
charges, in accordance with the applicable Tariff
3.8 Local Switching Usage and Shared Transport Minute of
March 2, 201 O/kjclSpectrotellAttachment 2 - CLSpTM - (v8-8-11)
AZ-CDS- 120229-0015; CO-CDS- 120229-0016; IA-CDS-120229-0017; IO-CDS- 120229-0018;
MN~CDS-120229-0019; MT-CDS-120229-0020; NO-CDS-120229-0021; NE-CDS-120229-022;
NM-CDS-120229"'023; OR-CDS- 120229-0024; SO-CDS- 120229-0025; UT-CDS-120229-0026;
WA-CDS-120229-0027; WY-CDS-120229-028
5
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
CENTURYLlNKTM LOCAL SERVICES PLATFORM ("CLSpTM") AGREEMENT
ATTACHMENT 2 - CLSpTM Service Description
switched access to IXCs for each element, as appropriate.
3.8.6 Originating Toll Calls when QC is the
IntraLATA Toll provider. See Section 1.5.4 above.
3.9 CenturyLink wil have a reasonable amount of time to
implement system or other changes necessary to bil CLEC
for rates or charges associated with CLSP Service
6.0
6.1
Maintenance and Repair. .
CenturyLink wil maintain facilities and equipment that
comprise the CLSP Service provided to GLEC. CLEC or its
End User Customers may not rearrnge, move, disconnect
or attempt to repair CenturyLink facilities or equipment, other
than by connection or discnnection to any interface
between CenturyLink and the End User Customer, without
the written consent of CenturyLink.
3.10 CLSP Services have a one-month minimum service period
requirement for each CLEC End User Customer. The one-
month minimum service period is the period of time that
CLEC is required to pay 100% of the MRC for the Service
even if CLEG does not retain Service for the entire month.
CLSP Servces are biled month to month and wil after the
one month minimum service period is satisfied be pro-rated
for partial months based on the number of days Service was
provided.
6.2 CenturyLink wil provide general repair and maintenance
Services on its facilties, including those facilities supporting
CLSP Services purchased by CLEC. CenturyLink will repair
and restore any equipment or any other maintainable
component that adversely impacts CLEC's use of CLSP
Service. CenturyLink and CLEC will cooperate with each
other to implement procedures and processes for handling
service-affecing events. There will be no charge for the
services provided under this Section 6, except as set forth in
the Rate Sheet.
3.11 The Subsequent Order Charge is applicable on a per order
basis when changes are requested to existing service,
including changing a telephone number, initiating or
removing suspension of Service, denying or restoring
service, adding, removing or changing features, and other
similar requests.
7.0 Commercial Penormance Measures and Reporting,
Penormance Targets and Service Credits (including in
Washington, if Washington 7.0 is selected by CLEC as
indicated on Signature Page).
4.0 Systems and Intenaces.
7.1 Each Part wil provide suitably qualified personnel to
perform its obligations under the Agreement and all CLSPservices in a timely and effcient manner with dilgence and
care, consistent with the professional standards of practice
in the industry, and in conformance with Applicable Law.
The CLSP Service attributes and process enhancements are
not subject to the Change Management Process ("CMP").
CLEC proposed changes to CLSP Service attributes and .
process enhancements wil be communicated through the
standard account interfaces. Change requests common to
shared systems and processes subject to CMP wil continue
to be addressed via the CMP procedures.
GenturyLink will provide commercial performancemeasurements and reporting against established
performance targets with CLSP Service. The following
performance measurements will apply to CLSP Residential
and CLSP Business: (a) Firm Order Confirmations (FOCs)
On Time; (b) Installation Commitments Met; (c) Order
Installation Interval; (d) Out of Service Cleared within 24
Hours; (e) Mean Time to Restore; and (f)Trouble Rate.
4.1 CenturyLink and CLEC will support the use of current 055
interfaces and 055 business rules for CLSP, including
electronic ordering and flow, as the same may evolve over
time.
7.2
7.3 Commercial measurement definitions, methodologies,
performance targets and reporting requirements are set forth
in Attachment 3 to the Agreement. CenturyLink will provide
CLEC with the raw data necessary to allow CLEC to
disaggregate results at the state leveL. Reporting of these
performance measures wil be applied for activity beginning
the first full month of Service after January 4, 2011.
4.2 CLSP Services are ordered utilzing the LSR process as
described in the CenturyLink wholesale website.
7.4
6March 2, 2010/kjc/Spectrotei/Attachment 2 - CLSpTM - (v8-8-11)
AZ-CDS-120229-0015; CO-CDS-120229-0016; IA-CDS-120229-0017; IO-CDS-120229-0018;
MN-CDS-120229-0019; MT-CDS- 120229-0020; NO-CDS- 120229-0021; NE-CDS-120229-0022;
NM-CDS-120229-0023; OR-CDS-120229-o024; SO-CDS-120229-0025; UT-CDS-120229-0026;
WA-CDS-120229-0027; WY-CDS-120229-0028
4.3 Prior to placing an order on behalf of each End User
Customer, CLEC wil be responsible for obtaining and wil
have in its possession a Proof of Authorization as set forth in
the Agreement.
4.4 When CenturyLink or another provider of choice, at the End
User Customer's request, orders the discontinuance of the
End User Customer's existing service with CLEC,
Centuryink wil render its closing bil to CLEC effective as of
the disconnection. CenturyLink will notify CLEC by FAX,
055 interface, or other agreed upon processes when an
End User Customer moves to CenturyLink or another
service provider. CenturyLink will not provide CLEC or
CenturyLink retail personnel with the name of the other
service provider selected by the End User Customer.
4.5 The Partes will provide each other with points of contact for
order entry, problem resolution, repair, and in the event
special attention is required on service request.
5.0 CenturyLink wil bil CLEC, on a monthly basis, within seven
to ten' Days of the last day of the most recent Biling period,
in an agreed upon standard electronic format. Biling
information wil include a summary bil and individual End
User Customer sub-account information. If CLEC needs
additional or different billng information in order to properly
bil its End Users or other Carriers (including GenturyLink),
CenturyLink will work with CLEC in good faith to deliver such
information.
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
.
.8.1
.
CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSpTM") AGREEMENT
ATTACHMENT 2 - CLSPTMService Description
service quality standards wil no longer be applied beginning
the first full month after January 4, 2011.
7.4.1 Installation Commitments Met. For each
installation commitment that CenturyLink, through its
own fault, fails to meet, CenturyLink will provide a
service credit equal to 100% of the nonrecurring charge
for that installation. CenturyLink wil use the state
installation nonrecurring charge contained in the
Agreement for that order type in calculating the credit.
The definition of a "missed installation commitment" and
the associated exclusions are described in Attachment
3 to the Agreement.
7.4.2 Out of Service Cleared within 24 Hours. For
each out-of-service condition that CenturyLink, through
its own fault, fails to resolve within 24 hours,
CenturyLink wil provide a service credit equal to one
day's recurring charge (monthly recurring charge
divided by 30) for each day out of service beyond the
first 24 hours. (For example, if the out-of-service
condition exists for 25 to 47 hours, CLEC wil be entitled
to a credit equal to the monthly recurring charge divided
by 30. If the out-of-service condition existed for 48 to
71 hours, the credit would equal two times the monthly
recurring charge divided by 30).
8.0 Service Penonnance Measures and Reporting and
CenturyLink QC Penormance Assurance Plan (PIDIPAP)
(for Washington only, if Washington 8.0 is selectd byCLEC as indicated on the Signature Page to the
Agreement).
8.4 Eligible CLSP Services will be included in the UNE-P PAP
results beginning the first full, month following the Effective
Date of the Agreement.
If selected by CLEC under the terms and conditions of the
Agreement and this Attachment, CenturyLink wil, in
Washington only, provide performance measurements,
reporting, and remedies compliant with the CenturyLink QC
Washington Performance Indicator Definitions (PID) and the
CenturyLink QC Washington Performance Assurance Plan
(PAP) for the Services, if eligible, provided under theAgreement and this Attachment. Only in the state of
Washington, and only if expressly selected by CLEC under
the terms and conditions of the Agreement and this
Attachment, does this PID and PAP replace, in their
entirety, the Commercial Perfrmance Measures and
Reporting, Performance Targets and Service Credits terms
and conditions for Services provided under the Agreement
and this Attachment outlined in Section 7.0 of this
Attachment.
8.2 The PIDs and PAP for Washington in their current form are
posted in the CenturyLink Wholesale PCAT, currently called
Negotiations Template Agreement PCAT, under Exhibit B
and Exhibit K for Washington, respectively. Those PIDs and
that PAP are incorporated by referenced into, and made a
part of, this Attachment. Subsequent changes to the PIDs or
PAP submitted to the WUTC will be incorporated into the
applicable exhibit as soon as they are effective either by
operation of law or WUTC order, whichever occurs first and
without further amendment to this Attachment.
8.5 Notwithstanding the dispute resolution provisions in the
Agreement, the Parties wil resolve any dispute, claim or
controversy arising out of, or relating to, the PID and/or PAP
under the dispute resolution process described in the PAP.
8.3 To selec the Service Performance Measures and Reporting
and Performance Assurance Plan (PID/PAP) option, CLEC
must be a certified CLEC under applicable state rules and
have elected the PID and PAP under its Washington
interconnection agreement with CenturyLink.
7March 2, 2010/kjc/SpectroteIlAttchment 2 - CLSpTM - (v8-8-11)
AZ-CDS-120229-015; CO-CDS-120229-0016; IA-CDS-120229-0017; IO-CDS- 120229.0018;
MN-CDS-120229-0019; MT-CDS-120229.o020; NO-GDS-120229-0021; NE-GDS-120229-0022;
NM-CDS-120229-0023; OR-CDS- 120229-0024; SO-GDS-120229-0025; UT-GDS-120229-0026;
WA-CDS-120229.o027; WY-CDS-120229-028
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
.ATTACHMENT 3
Performance Targets for CenturyLink CLSpTM Service
.
.
ATTACHMENT 3 - Performance Targets for CenturyLink CLSp™ Service
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B 160124A65A
FOC-1 - Firm Order Confirmations (FOCs) On Time
Purpose:
Monitors the timeliness with which CenturyLink returns Firm Order Confirmations (FOCs) to CLECs in
response to LSRs received from CLECs, focusing on the degree to which FOCs are provided within
specified intervals.
Description:
Measures the percentage of Firm Order Confirmations (FOCs) that are provided to CLECs within the
intervals specified under "Performance Targets" below for FOC notifications.
. Includes all LSRs that are submitted through IMA-GUI and IMA-EDI interfaces that receive an FOC
during the reporting period, subject to exclusions specified below. (Acknowledgments sent
separately from an FOC (e.g., EDI 997 transactions are not included.)
. For FOC-1A, the interval measured is the period between the LSR received date/time (based on
scheduled up time) and CenturyLink's response with a FOC notification (notification date and time).
. For FOC-1B, the interval measured is the period between the application date and time, as defined
herein, and CenturyLink's response with a FOC notification (notification date and time).
. "Fully electronic" LSRs are those (1) that are received via IMA-GUI or IMA-EDI, (2) that involve no
manual intervention, and (3) for which FOCs are provided mechanically to the CLEC.
. "Electronic/manual" LSRs are received electronically via IMA-GUI or IMA-EDI and involve manual
processing.
. LSRs wil be evaluated according to the FOC interval categories shown in the "Performance
Targets" section below, based on the number of lines requested on the LSR or, where multiple
LSRs from the same CLEC are related, based on the combined number of lines requested on the
related LSRs.
Reporting Period: One month I Unit of Measure: Percent
Reporting: Disaggregation Reporting: Regional leveL.
Individual CLEC . FOC-1A: FOCs provided for fully electronic LSRs received via IMA-
GUI or IMA-EDI
FOC-1 B: FOCs provided for electronic/manual LSRs received via
IMA-GUI or IMA-EDI
.
.
Formula:
FOC-1A = UCount of LSRs for which the original FOC's "(FOC Notification Date & Time) - (LSR
received date/time (based on scheduled up time))" is within 20 minutes) + (Total Number of
original FOC Notifications transmitted for the service category in the reporting periodH x 100
FOC-1B = UCount of LSRs for which the original FOC's "(FOC Notification Date & Time) - (Application
Date & Time)" is within the intervals specified for the service category involved) + (Total
Number of original FOC Notifications transmitted for the service category in the reporting
periodH x 100
.
ATTACHMENT 3 - Perfonnance Targets for CenturyLink CLSp™ Service
Page 2
DocuSign, Envelope 10: 6B3BE092-A978-4833-A32A-7B 160124A65A
.
.
.
Exclu$ions:
.LSRs involving individual case basis (ICB) handling based on quantities of lines, as specified in the
"Performance Targets" section below, or service/request types, deemed to be projects..Hours on Weekends and holidays. (Except for FOC-1A, which only excludes hours outside the
scheduled system up time.).LSRs with CLEC-requested FOC arrangements different from standard FOC arrangements..Records with invalid product codes..Records missing data essential to the calculation of the measurement per the measure definition..Duplicate LSR numbers. (Exclusion to be eliminated upon implementation of IMA capabilty to
disallow duplicate LSR #'s.).Invalid startstop dates/times.
Product Reporting:Penormance Taraet:
FOC-1A 95% within 20 minutes
CLSP-POTS ,
FOC-1B 95% within standard FOC
intervals (specified below)
Standard FOC Intervals
Product Group NOTE 1 FOC
Interval
CLSP-POTS (1-39 lines) FOC-1A:20
Minutes
FOC-!B24
hrs 24 hrs
Availabilty:
Performance wil be measured
beginning the first full month of
CLSP service (for the following
month's reporting).
Notes:
LSRs with quantities above the highest number specified for each
product tvpe are considered ICB.
ATTACHMENT 3 - Performance Targets for CenturyLink CLSpTM Service
Page 3
DocuSign Envelope 10: 6B3BE092-A978-33-A32A-7B160124A65A
ICM-1 . Installation Commitments Met
Purpose:
Evaluates the extent to which CenturvLink installs services for Customers bv the scheduled due date.
Description:
Measures the percentage of orders for which the scheduled due date is met.
. All inward orders (Change, New, and Transfer order types) assigned a due date by CenturyLink and
which are completed/closed during the reporting period are measured, subject to exclusions
specified below. Change order types included in this measurement consist of all Corders
representing inward activity (with "i" and "T" action coded line USOCs). Also included are orders with
customer-requested due dates longer than the standard intervaL.
. Completion date on or before the A.pplicable Due Date recorded by CenturyLink is counted as a
met due date. The Applicable Due Date is the original due date or, if changed or delayed by the
customer, the most recently revised due date, subject to the following: If CenturyLink changes a
due date for CenturyLink reasons, the Applicable Due Date is the customer-initiated due date, if
any, that is (a) subsequent to the original due date and (b) prior to a CenturyLink-initiated,
chanced due date, if anv.
Reporting Period: One month T Unit of Measure: Percent
Reporting: Disaggregation Reporting: Regional leveL.
Individual CLEC . Results for producUservices listed in Product Reporting under "MSA Type
Disaggregation" will be reported according to orders involving:
ICM-1A Dispatches (Includes within MSA and outside MSA); and
ICM-1 B No dispatches.
. Results for products/services listed in Product Reporting under "Zone-type
Disaggregation" wil be reported according to installations:
ICM-1C Interval Zone 1 and Interval Zone 2 areas.
.
Formula:
((Total Orders completed in the reporting period on or before the Applicable Due Date) + (Total Orders
Completed in the Reporting Period)) x 100 .
Exclusions:
. Disconnect, From (another form of disconnect) and Record order types.
. Due dates missed for standard categories of customer and non-CenturyLink reasons. Standard
categories of customer reasons are: previous service at the location did not have a customer-
requested disconnect order issued, no access to customer premises, and customer hold for
payment. Standard categories of non-CenturyLink reasons are: Weather, Disaster, and Work
Stoppage.
. Records involving official company services.
. Records with invalid due dates or application dates.
. Records with invalid completion dates.
. Records with invalid product codes.
. Records missing data essential to the calculation of the measurement per the measure definition.
.
ATTACHMENT 3 - Performance Targets for CenturyLink CLSpTM Service
Page 4
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
.
.
.
Product Reporting Penormance Taraet:
MSA-TvDe:
CLSP-POTS CLSP-POTS (Dispatch and No Dispatch)195%
Zone-Type:
Availabilty:Notes:
Penormance wil
be measured
beginning the first
full month of CLSP
service (for the
following month's
reporting).
ATTACHMENT 3 - Performance Targets for CenturyLink CLSp™ Service
Page 5
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B 160124A65A
011-1 - Order Installation Interval
Purpose:
Evaluates the timeliness of CenturyLink's installation of services for CLECs, focusing on the average
time to install service.
Description:
Measures the average interval (in business days) between the application date and the completion
date for service orders accepted and implemented.
. Includes all inward orders (Change, New, and Transfer order types) assigned a due date by
CenturyLink and which are completed/closed during the reporting period, subject to exclusions
specified below. Change order types for additional lines consist of all C orders representing inward
activity.
. Intervals for each measured event are counted in whole days: the application date is day zero (0);
the day following the application date is day one (1).
. The Applicable Due Date is the original due date or, if changed or delayed by the CLEC, the most
recently revised due date, subject to the following: If CenturyLink changes a due date for
CenturyLink reasons, the Applicable Due Date is the CLEC-initiated due date, if any, that is (a)
subseauent to the original due date and (b) prior to a CenturyLink-initiated, changed due date, if
any. NdTE 1
. Time intervals associated with CLEC-initiated due date changes or delays occurring after the
Applicable Due Date, as applied in the formula below, are calculated by subtracting the latest
CenturyLink-initiated due date, if ani? following the Applicable Due Date, from the subsequent
CLEC-initiated due date, if any. NOT 1
Reporting Period: One month I Unit of Measure: Average Business Days
Reporting: Disaggregation Reporting: Regional leveL.
Individual CLEC . Results for productservices listed in Product Reporting under "MSA Type
Disaggregation" wil be reported accrding to orders involving:
011-1A Dispatches (Includes within MSA and outside MSA); and
01l-1B No dispatches.
. Results for products/services listed in Product Reporting under "Zone-type
Disaggregation" will be reported according to installations:
01l-1C Interval Zone 1 and Interval Zone 2 areas.
.
.
Formula:
L((Order Completion Date) - (Order Application Date) - (Time interval between the Original Due Date
and the Applicable Date) - (Time intervals associated with CLEC-initiated due date changes or delays
occurring after the Applicable Due Date)) + Total Number of Orders Completed in the reporting period
Explanation: The average installation interval is derived by dividing the sum of installation intervals for
all orders (in business days) by total number of service orders completed in the reporting period.
Exclusions:
. Orders with CLEC requested due dates greater than the current standard intervaL.
. Disconnect, From (another form of disconnect) and Record order types.
. Records involving offcial company services.
. Records with invalid due dates or application dates.
. Records with invalid completion dates.
. Records with invalid product codes.
. Records missing data essential to the calculation of the measurement per the measure definition.
. Orders involving individual case basis (ICB) handling based on quantities of lines or orders
deemed to be projects..
ATTACHMENT 3 - Perfonnance Targets for CenturyLink CLSp™ Service
Page 6
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
.
.
.
Re orted As:
Avera e business da s
Zone-T e-
Performance target:
CLSP-POTS (Dispatched)
CLSP-POTS (No Dispatch)
6 Days
3.5 Days
Availabilty:
Performance will be
measured beginning in the
first full month of CLSP
service (for the following
month's reporting).
Notes:
1. According to this definition, the Applicable Due Date can
change, per successive CLEC-initiated due date changes or
delays, up to the point when a CenturyLink-initiated due date
change occurs. At that point, the Applicable Due Date
becomes fixed (Le., with no further changes) as the date on
which it was set prior to the first CenturyLink-initiated due date
change, if any. Following the first CenturyLink-initiated due
date change, any further CLEC-initiated due date changes or
delays are measured as time intervals that are subtracted as
indicated in the formula. These delay time intervals are
calculated as stated in the description. (Though infrequent, in
cases where multiple CenturyLink-initiated due date changes
occur, the stated method for calculating delay intervals is
applied to each pair of CenturyLink-initiated due date change
and subsequent CLEC-initiated due date change or delay. The
intervals thus calculated from each pairing of CenturyLink and
CLEC-initiated due dates are summed and then subtracted as
indicated in the formula.) The result of this approach is that
CenturyLink-initiated impacts on intervals are counted in the
reported interval, and CLEC-initiated impacts on intervals are
not counted in the reported intervaL.
ATTACHMENT 3 - Performance Targets for CenturyLink CLSp™ Service Page?
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
00S24-1 - Out of Service Cleared within 24 Hours
Purpose:
Evaluates timeliness of repair for specified services, focusing on trouble reports where the out-of-
service trouble reports were cleared within the standard estimate for specified services (i.e., 24 hours
for out-of-service conditions),
Description:
Measures the percentage of out of service trouble reports, involving specified services, that are
cleared within 24 hours of receipt of trouble reports from CLECs or from retail customers.
. Includes all trouble reports, closed during the reporting period, which involve a specified
service that is out-of-service (i.e., unable to place or receive calls), subject to exclusions
specified below.
. Time measured is from date and time of receipt of trouble ticket to the date and time trouble is
indicated as cleared.
.
Reporting Period: One month I Unit of Measure: Percent
Reporting: Disaggregation Reporting: Regional leveL.
Individual CLEC . Results for product/services listed in Product Reporting under "MSA Type
Disaggregation" will be reported according to orders involving:
00S24-1A Dispatches (Includes wi~hin MSA and outside MSA); and
00S24-1 B No dispatches.
. Results for products/services listed in Product Reporting under "Zone-type
Disaggregation" wil be reported according to installations:
OOS24-1C Interval Zone 1 and Interval Zone 2 areas.
Formula:
((Number of Out of Service Trouble Reports closed in the reporting period that are cleared within 24
hours) i (Total Number of Out of Service Trouble Reports closed in the reporting period)) x 100 .
Exclusions:
. Trouble reports coded as follows:
- For products measured from MTAS data (products listed for MSA-type disaggregation),
trouble reports coded to disposition codes for: Customer Action; Non-Telco Plant; Trouble
Beyond the Network Interface; No Field Visit Test OK, No Field Visit Found OK, Field Visit
Found OK, and Miscellaneous - Non-Dispatch, non-CenturyLink (includes CPE, Customer
Instruction, Carrier, Alternate Provider).
- For products measured from WFA (Workforce Administration) data (products listed for Zone-
type disaggregation) trouble reports coded to trouble codes for No Trouble Found (NTF), Test
OK (TOK), Carrier Action (lEG) and Customer Provided Equipment (CPE).
. Subsequent trouble reports of any trouble before the original trouble report is closed.
. Information tickets generated for internal CenturyLink system/network monitoring purposes.
. Time delays due to "no access" are excluded from repair time for products/services listed in
Product Reporting under "Zone-type Disaggregation".
. For products measured from MTAS data (products listed for MSA-type disaggregation), trouble
reports involving a "no access" delay.
. Trouble reports on the day of installation before the installation work is reported by the
technician/installer as complete.
. Records involving official company services.
. Records with invalid trouble receipt dates.
. Records with invalid cleared or closed dates.
. Records with invalid product codes.
. Records missina data essential to the calculation of the measurement oer the measure definition..
ATTACHMENT 3 - Performance Targets for CenturyLink CLSp™ Servce
Page 8
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
.
.
.
Product Reporting:Peñormance Taraets:
MSA-TvDe -
.CLSP POTS Dispatch and Non-Dispatch 190%
Zone-TvDe -
Availabilty:Notes:
Performance wil
be measured
beginning the first
full month of CLSP
service (for the
following month's
reporting).
ATTACHMENT 3 - Performance Targets for CenturyLink CLSpTM Service
Page 9
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
MTTR-1 - Mean Time to Restore
Purpose:
Evaluates timeliness of repair, focusina how loni: it takes to restore services to prooer ooeration.
Description:
Measures the average time taken to clear trouble reports.
. Includes all trouble reports closed during the reporting period, subject to exclusions specified below.
. Includes customer direct reports, customer-relayed reports, and test assist reports that result in a
trouble report.
. Time measured is from date and time of receipt to date and time trouble is cleared.
Reporting Period: One month I Unit of Measure: Hours and Minutes
Reporting: Disaggregation Reporting: Regional leveL.
Individual CLEC . Results for producUservices listed in Product Reporting under "MSA Type
Disaggregation" wil be reported according to orders involving:
MTTR-1A Dispatches (Includes within MSA and outside MSA); and
MTTR-1 B No dispatches.
. Results for products/services listed in Product Reporting under "Zone-type '
Disaggregation" will be reported according to installations:
MTTR-1C Interval Zone 1 and Interval Zone 2 areas.
.
Formula:
¿((Date & Time Trouble Report Cleared) - (Date & Time Trouble Report Opened)) -+ (Total number of
Trouble Reports closed in the reporting period)
Exclusions:
. Trouble reports coded as follows:
- For products measured from MTAS data (products listed for MSA-type disaggregation), trouble .
reports coded to disposition codes for: Customer Action; Non-Telco Plant; Trouble Beyond the
Network Intenace; No Field Visit Test OK, No Field Visit Found OK, Field Visit Found OK, and
Miscellaneous - Non-Dispatch, non-CenturyLink (includes CPE, Customer Instruction, Carrier,
Alternate Provider).
- For products measured from WFA (Workforce Administration) data (products listed for Zone-
type disaggregation) trouble reports coded to trouble codes for No Trouble Found (NTF), Test 0
K (TOK), Carrier Action (IEC) and Customer Provided Equipment (CPE).
. Subsequent trouble reports of any trouble before the original trouble report is closed.
. Information tickets generated for internal CenturyLink system/network monitoring purposes.
. Time delays due to "no access" are excluded from repair time for products/services listed in Product
Reporting under "Zone-type Disaggregation".
. For products measured from MTAS data (products listed for MSA-type disaggregation), trouble
reports involving a "no access" delay.
. Trouble reports on the day of installation before the installation work is reported by the
technician/installer as complete.
. Records involving offcial company services.
. Records with invalid trouble receipt dates.
. Records with invalid cleared or closed dates.
. Records with invalid product codes.
. Records missina data essential to the calculation of the measurement oer the measure definition.
.
ATTACHMENT 3 - Performance Targets for CenturyLink CLSp™ Service
Page 10
DocuSign Envelope 10; 6B3BE092-A978-4833-A32A-7B160124A65A
.
.
.
Product Reporting:Penormance Target:
MSA-Type -CLSP-POTS (No Dispatch)5 Hours
CLSP-POTS CLSP-POTS (Dispatched)14 Hours
Zone-TvDe -.
Availabilty:Notes:
Performance will be measured beginning in the
first full month of CLSP service (for the following
month's reporting).
ATTACHMENT 3 - Perfonnance Targets for CenturyLink CLSp™ service
Page 11
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
TR-1 - Trouble Rate
Purpose:
Evaluates the overall rate of trouble reports as a percentage of the total installed base of the service or
element.
Description:
Measures trouble reports by product and compares them to the number of lines in service.
. Includes all trouble reports closed during the reporting period, subject to exclusions specified
below.
. Includes all applicable trouble reports, including those that are out of service and those that are
only service-affectinQ.
Reporting Period: One month Unit of Measure: Percent
.
Reporting Individual CLEC Disaggregation Reporting: Regional leveL.
Formula:
((Total number of trouble reports closed in the reporting period involving the specified service
grouping) + (Total number of the specified services that are in service in the reporting period)) x 100
Exclusions:
. Trouble reports coded as follows:
- For products measured from MTAS data (products listed for MSA-type, trouble reports coded
to disposition codes for: Customer Action; Non-Telco Plant; Trouble Beyond the Network
Interface; No Field Visit Test OK, No Field Visit Found OK, Field Visit Found OK, and
Miscellaneous - Non-Dispatch, non-CenturyLink (includes CPE, Customer Instruction, Carrier,
Alternate Provider).
- For products measured from WFA (Workforce Administration) data (products listed for Zone-
type) trouble reports coded to trouble codes for No Trouble Found (NTF), Test 0 K (TOK),
Carrier Action (IEC) and Customer Provided Equipment (CPE).
. Subsequent trouble reports of any trouble before the original trouble report is closed.
. Information tickets generated for internal CenturyLink system/network monitoring purposes.
. Time delays due to "no access" are excluded from repair time for products/services listed in
Product Reporting under "Zone-type".
. For products measured from MTAS data (products listed for MSA-type, trouble reports involving a
"no access" delay.)
. Trouble reports on the day of installation before the installation work is reported by the
technician/installer as complete.
. Records involving official company services.
. Records with invalid trouble receipt dates.
. Records with invalid cleared or closed dates.
. Records with invalid product codes.
. Records missinQ data essential to the calculation of the measurement per the measure definition.
.
.
ATTACHMENT 3 - Performance Targets for CenturyLink CLSp™ Service
Page 12
DocuSign Envelope 10: 6B3BE092-A978-4833-A32A-7B 160124A65A
.
.
.
Product Reporting:Penormance Target:
MSAType:.CLSP-POTS Diagnostic
Zone Type:.
Availabilty:Notes:
Performance will be measured beginning in the
first full month of CLSPP service (for the following
month's reporting).
ATTACHMENT 3 - Performance Targets for CenturyLink CLSpTM Service
Page 13
.
.
.
DocSign Envelope 10: 6B3BE092-A978-4833~A32A-7B160124A65A
CenturyLink™ Local Services Platform (CLSP"') Rate Page. Washington
109.8 Shared Tran~it Purchased109.8.1 CLSP'" Resid.ntial an MOU $0,0007600109.8.2 CLSP'" C.ntrx ISDN BRI. PAL. and PBX Analn Trunks 'P.r Iinelrunk GUST $0.24
109.11 Local Swlhlnn Purcha_ As Part of CLSP'"
, 109.11.1 Po"~ Basic Plan
109.11,1.1 Analan Port M,55
109.11,1.2 Residential end user credit LAWUR '$4,81 1
109,11,1,3 Effecive CLSpTM Residential Analon Port $3.74 1
109,11,1,4 Olaital Port SUDDortina BRIISON $15,80
109,11.1,5 PBX DID Port $10.00
109.11.2 Intentional Blank
109.11.3 Port If 90% YOY Volume Retenlln Plan Renuiremenl Ar Met
109.11.3,1 Analoa Port $7.0
109.11,3.2 Sidentiai end user crit LAWUR '$4,03 1
109.11.3.3 1M Residential Analan Port $3,67 1
109,11,3,4 Port Suoooitno BRIISDN $15.80
109,11,3.5 PBX DID Port $10,00 ,
109.11.4 inentional Blank
109.11.5 Port If 115% YOY Volume Growth Plan Renuiremenls Ar Met
109,11.5,1 Analoa Port $5,99
109,11.5,2 Aoalon Port Residential end user credit iAWUR 1$2.47 1
109,11,5,3 Effective CLSpTM Residential Analn Port $3,52 1
109.11,5.4 Di ila Port (Suooortino BRllSDNl $15.80
109,11,5,5 PBX DID Port $10,00
109.11.6 Intntional Blank
109.11.7 Local Swich Usae
109.11,7,1 CLSpTM Residential and Business Per MOU $0,001178
109,11,7,2 CLSpTM Centrex, ISDN SRI PAL and PBX Analn Trunks Per Linefrunk GUFM $0,99
109.11.8 Switch Features 2
109,11.8,1 Accunt Coes_ Dar SYSm IAPS $75.00
109.11,8,2 Attndant Acc Line, oer Station Line ZR $10.00
109,11,8,3 Audible Message Waiting ~N.$11,00
MiW ~109,11.8,4 Authorzation Codes,erS tem ;109.11,8.5 Automatic Line loerstation line\
109.11.8,6 Automatic Route selecon - Como Eauioment. oer ~m
109,11,8,7 Cali Dron "A-lID
109,11,8,8 Call Exclusion - Automatic XB ISDN $5,00
109,11.8,9 caii Exclusion ~ Manual A-lID $5,00
(IDSN)
109.11.8,10 Gall Forwrdina Busv Line -Incomin Onlv 69B1X $5,00
109.11,8,11 Call Forwroina Don't Answer. Incomin" Ontv 9A $5,00
109.11.8.12 Call Foiwrdinn Don't Answr I Call Forwrdlnn Busv Customer prnram - Der Line SW $10,00
109,11,8,13 Cali Forwarding: Busy Lin. I Don't Answer (Exnded)fVJ.$5,00
FVJHG
109.11;8.14 Call Waitina Indication - nArtiminn state UT $25,00
109.11.8.15 Centrex Common Eauioment YE HYS $160,00
109,11,8,16 CLSS-Callrace rOcrrnce OUSOC $1.29
109,11,8,17 CLAS
Ediai
SS $10.00109,11.8.18 CLAS. m SQ $10,00
109.11,8,19 CLAS-SK $10,00
109,11,8,20 CLASS. S.lectv. Cali Forwrdina CE $10.00
109,11.8,21 CLASS - Selective cali Reiecion SY $10,00
109.11.8.22 Direct Station Selection/Busy Lamn Field ner Arrnnement UD $6,00
109.11.8.23 Directed Call Pickua with Barce-in MD 55.00
109.11.8.24 Directed Call Pickun without 8ame-in 90 $5.00
109.11.8.25 Distinctive RinD I Distnctve Call Waitina NN $5,00
109.11.8.26 Exoensive Route Wamina Tone, Der SYSem QWPS $90.00
109.11.8.27 Facilitv Restrcton Level; nPr Svstem RKPS $125,00
109.11.8,28 Groua Intrcm CN $8,00
109.11,8,29 Hot Lina. DO' Lin.LA. HLN $6,00
109.11.8.30 Huntina: Multinno:ition Hunt Queuinn H5 $5.00
109.11.8.31 Huntina: Multinoition with Announcement in Queue HW $10.00
109.11.8.32 Huntini:: Multiooition with Music in Queue HPS $100.00
109,11,8,33 ISDN Short Hunt HGPG 520,00
109.11.8.34 Loudsoeker Paoino. oer Trunk GroUD QPG ICB
109.11.8.35 Make Busy Arngements,. per Group
~ "AEX.$20.00
P69
109.11.8.36 Make Busy Arrnoements_ Der Line MBl $10,00
109.11.8.37 Messaae Center. oer Main Staton Line Ii $8.00
109.11.8.38 Messae Waitinn Visual ICB
109.11,8,39 Music On Hoid, o.rSvstem $75,00
109,11,8,40 Privacy R.lease $5,00
109.11.8,41 QuervTime 55.00
109,11,8.42 SMDR-P-Arciv.d Data R7CX $300,00
1 09.11.8.43 SMDR~P ~ Service Establishment Charge, Initial Installation SEPSP.$165.00
SEPSR109'11'8'44B' rMainStation PK $6.00109.11.8,45 troforARS o.rS...m TBPS $125,00109.11,8,46 at.T $1.00109.11.8.47 '. DerLine TB 51,00
109.11.8.48 runk Verication from Desianated Sttion VS $100,00
CLSp™ Ra Sheet-Vl,2,3 - 04,11.08 43
DocuSign Envelòp 10: 6B3BE092-A978-833-A32A-7B160124A65A
Centuryink™ Local Services Platform (CLSpTM) Rate Page - Washington
Janua 42011 throu hTerm*
109.11.8.49 UCO in Hunt Group,'per Line HM. H6U.$10,00
NZT
109,11,8,50 Premium Port Features. Addital Chara $2.00
109,11,8,50,1 eMS - System Establishment. Initial Installation $600,00
109.11.8.50.2 eMS - Svsm Estblishment - Subseuent Installation ' $500,00
109,11.8,50,3 CMS-PacketControlCa abil rS tem l1.500,OO
1 09~11.8.50.4 Conference Callnn - Meet Me $5,00
109.11.8.50.5 Conference Callna - Preet $5.00
109.11.9 Other
109,11,9,1 Custom Number ,See Applicable Centuryink Retail 6
Tanff. Catlog or Price List less
Discount (which will be proded
pursuant to terms and conditions
in CLEC's ICA),
109,11,9,2 PBX DID Conlex Translatins Dinits Outnulse Channe Sinnalinn $9,93
109,11.9,3 PBX DID Coolex Translations Sianalina Chanoe $23,18
109,11,9,4 PBX DID Block Comormise $9,21
109,11.9,5 PBX DID Groun of 20 Numbers Installation $6,75
109.11.9,6 GroUD of 20 Numbers, Disconnecon $5,59
109,11,9.7 Reserve Sa uential # Block $9,10
109,11,9.8 Reserve Nonsenuential Telenhone Number $7,95
109,11,9,9 PBX 010 Nonseauential Teleohone Number, Installation $7,95
109,11,9,10 PBX 010 NonsEKuential Tele hone Number, Disconnecton $5,53
109.11.10 Su_auent Order Charne NHCUU $5,48 4
109.11.11 Centuryink iac) IntrLATA Toll, LPIC 5123 See Applicable Centuryink Retail 8
Tariff, Catalog or Price Ust less
Discount (which wm be prodedpursuant to ters and conditions
in CLEC's ICA),
109.20 Misllaneous Chargs 5
109.20.1 NorMeslan
109,20,1,1 Trouble Isolation Chame TIC CE ..
109.20.2 Desian
109,202,1 Maintenance of Service
109,20,2,1,1 Basic
109,20,2,1..1 Firs Incrment MVXX ..
109,20,2.1,1.2 Each Additional Increment MV1X ..
10920,2.1,2 Overtime
109,20,2,1,2,1 Firs Increment MVOX ..
109,20,2,1,2,2 Each Additional Increment 1M2X ..
109,202,1.3 Premium
109,20,2,1,3,1 First Increment ~X ..
109,20,2,1,3,2 Each Additional Increment 3X ..
109,20,2,2 Ootional Testin Additional Labor
109,20,2,2,1 Basic, Firs and Each Additional Incrment TNBX ..
109,20,2,2,2 Overtime First and Each Additional Incrment TNOX ..
109,20,2,2,3 Premium, Firs and Each Additional Increment TNPX ..
109,20,2,3 Oisoatch Additional Dis atch - No trouble found 60C ..
109,20,2,4 Disnatch for Maintenance of Servce - No Trouble Found 6DM ..
109.20.3 Desi nand Non..eslnn
109,20,3,1 Trio Chame - Premises Visit Chame CO ..
109,20,3.2 Premises Work Charae
109.20,3,2,1 Basic
109.20,3,2,1,1 First Incrment HRD11 ..
109.20,3,2.1,2 Each Additional Increment HRDAl ..
109,20,32,2 Overtime
109,20,3.2,2,1 First Incrment HRD12 ..
109,20,3,2,2,2 Each Additional Increment HRDA2 ..
109,20,3,2,3 Premium
109,20,3,2,3,1 First Increment RD13 ..
109,20,3,2,3,2 Each Additionallncrrient RDA3 ..
109,20,3,3 Netwrk Premises Work Charae
109,20,3,3,1 Basic Firs Incrent HRR11 ..
10920,3,32 Basic, Each Aditional.lncrement HRRAl ..
109,20.3.3,3 Overtime First Incrment HRR12 ..
109,20.3.3,4 Overtime Each Additional Increment HRRA ..
109,20,3.3.5 Premium Firs Increment HRR13 ..
109,20.3,3,6 Premium Each Additional Incrment HRRA ..
109,20,3,4 Date Chanoe TBOC ..
109.20,3,5 Oesi n Chane e 28 ..
109,20,3,6 EXnAdite Chame, Per dav advanced ODDB ..
109,20,3,7 Cancellation Chame oUSOC ICB
109.23 CLSplM Installation and Conversion Nonrecurrinn Chamn INRCs\
CLSp™Rete Sheel-V12,3 - 04.11.08 44
'.
.
.
.
.
.
.
OocUSign Envelope 10: 6B3BE092-A978-4833-A32A-7B160124A65A
Conversion Nonreurrn Cha s
109,23,1.1 CLSP" B..i.... Centrx PAL' and PBX Anal non-DIO Trunks Residntial
109.23.1.1.1 First Line Mechanize
109.23.1.1.2 Each Additional Line Mechanized
109.23.1.1.3 Firs Line Manual
109.23.1.1.4 Each Additional Line Manual
RCCU
URCCY
URCCV
URCCZ
URCCD
RCCU
109.23.2
NHCRA
NHCRC
NHCRB
NHCRD
Insllation
109,23,2,1 non-DID Trunks Residential
echanized
109,23,2.2 CLSP" Analo DID PBX Trunks
109.23.2,3 CLSP" ISDN-BRI
109.23,2.3,1 Firs
109.23..2.3.2 Disconnect
109.23.3 Centryink AlN Features See Applicable Centuryink Retail
Tariff, Catalo or Price List less
Discunt (which WILL be provied
pursuant to terms and conditions
in CLEC's ICA).
$1.50
$0,50
$15.00
$3,00
$5,73
$2.99
5.73
$2,99
$50,00
$18.00
$75.00
$20,00
$175,66
$140.13
$4.99
6
109.23.4 Centurylnk Voic Messaging Sor.
112 o rational Su rt S ems
112.1 Develoments and Enhancements r Locl Serice R ues112.2 On Din 0 erations. r Locl Service Ruest
112.3 Daily Usage Records File, per Recrd
See Applicable Centuryink Retail
Tariff, Catalog or Price List less
Discount (which will be provided
pursuant to terms and conditions
in CLEC's ICA).
All charges and incrments equal
the comparable charges and
increments provided in the
centryLink Wholesale PCT.
~
See Applicable GenturyLink Retail Tariff, Catlog or Price List for all charges and incrments.
Universal Servce Oreer Codes (USOCS) have been provided in an effrt to ease item descption and usoe assciation with charges. In the event USOCs are inaccrate or are
revised, CenturyLink reserves the right to corrct the Rate Sheet. In the event of' any signifcant change(s). notification will be provided via the standard notcation process.
CLSpTM Business and Residential servces utilze the same Class of Service and line Universal Service Order coes (USOCS). CLSP 1M Residential services will be biled at the
Analog Port rate and only those lines that specifically qualif for and are identifed as serving a residential end--ser custoer by the presence of the LAWUR usoe will receve
the Residential end user credit.
CLSP TM service includes nondiscriminatory accss to all vertical swtch features that are loaded in. Centuryink's End Ofice Switch. See the PCAT for all compatible and
available vertical swtch features. Only vertical switch features with Non-ReculTng. Recurrng, or Per Ocurrnce charges are listed. Non-Recurrng charges are applicable
whenever a feature is added - whether on new installation. conversion, or change order activity. Those vertical swtch feature not listed have a rate of $0 for Monthly Recurrng,
Non-Recurrng, or Per Occurrnce charges.
Reserved for future use.
4 The Subseuent Order Charge is applicable on a per orer bais when changes are reuested to existing service, including changing a telephone number, initiating or removing
Suspension or Service, denying or restoring serice. adding, removing, or changing features, and other similar reuests.
5 CLSpl1 ISDN BRI and PBX are "Design". Remaining CLSP TM services are "Non-Design". All charges and increment shall be the same as the comparable charges and
increments proided in CenturyLink Retail Tariffs, Catalog, or Price List and are subject to change base on changes in those underting centuryLink Retail Tari, Catlogs,
orPrice Lists. In the event a rate changes, notication wil be provided via the standard notifcation prce.
Where the service has been deemed to be a Telecommunications Service, the Discunt will. be provided pursuant to CLEC's ICA. Where the service is not a
Telecommunications Service. the discount will be 18%.
CLSP'" Rate Sheet-Vl.2,3 - 04,11,08 45