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HomeMy WebLinkAbout20121128Amendment.pdf• CenturyLink 1600 7th Avenue, Room 1506 Seattle, Washington 98191 (206) 733-5178 Facsimile (206) 343-4040 Maura E. Peterson Paralegal Regulatory Law 2? t/ 28 PM 12: 52 t Di- .'.- UTJLjT3 COMMISS CenturyLinkTM Via Overnight delivery November 27, 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-12-08 Application for Approval of Amendment to the Interconnection Agreement is Dear Ms. Jewell: Enclosed for filing with this Commission on behalf of Qwest Corporation dlb/a CenturyLink 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 this matter. Sincerely, Maura E Peters mep Enclosure cc: Service list www.centurylink.com • Lisa A. Anderl (WSBA#13236) CenturyLink 1600 7th Ave, Room 1506 Seattle, WA 98191 Telephone: (206) 398-2504 Facsimile: (206) 343-4040 Lisa.anderl@qwest.com 18' HtJY ? F1 j.: I. ., )14Ii BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION APPLICATION OF QWEST CASE NO.: QWE-T-12-08 CORPORATION dlbla CENTURYLINK QC FOR APPROVAL OF AN APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT AMENDMENT TO THE PURSUANT TO 47 U.S.C. §252(e) INTERCONNECTION AGREEMENT Qwest Corporation dlb/a CenturyLink QC ("CenturyLink") hereby files this Application for Approval of Amendment to the Interconnection Agreement ("Amendment") which was filed with the Idaho Public Utilities Commission on November 27,. 2012 (the "Agreement"). The Amendment with Praxis Ltd. Co dba A+ Satellite ("Praxis") 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 "Act"). Section 252(e)(2) of the Act directs that a state Commission may reject an amendment reached through voluntary negotiations only if the Commission finds that: the amendment (or portion(s) thereof) discriminates against a telecommunications carrier not a party 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 will enable Praxis to APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT - Page 1 . 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 hearing. Because this Amendment was reached through voluntary negotiations, it does not raise issues requiring a hearing and does not concern other parties not a party to the negotiations. Expeditious approval would further the public interest. rr4I Respectfully submitted thisAf day of November, 2012. Lisa A. Anderl \ Attorney for Qwest C is APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT - Page 2 . CERTIFICATE OF SERVICE I hereby certify that on this day of November, 2012, I served the foregoing APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT upon all parties 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@puc.state.id.us Hand Delivery U. S. Mail X Overnight Delivery Facsimile Email Praxis Limited Co. Caleb Hansen 3163 East Fairview Ave #150 Meridian, ID 83642 Hand Delivery X U.S.Mail Overnight Delivery Facsimile Leslie Johnson CenturyLink APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT - Page 3 CenturvLink: Director - Interconnection Agreements 930 15th Street, 6th Floor Denver, CO 80202 Phone: 303-672-2879 Fax: 303-672-2713 Email: intaqreecenturvlink.com With copy to: CenturyLink Law Department Wholesale Interconnection 1801 California Street, 9th Floor Denver, CO 80202 Phone: 303-383-6553 Email: Lepal.lnterconnection(äcenturvlink.COm CLEC: Praxis Limited Co aleb Hansen 163 E. Fairview Ave #150 Meridian, ID 83642 208-321-2534 CaIebSatDelicihtcom Praxis Limited Co Blake Summers 3163 E. Fairview Ave #150 Meridian, ID 83642 208-321-2534 Caleb(äSatDeIiciht.com Do&iSign Envelope ID: BBD4A2A1 -3F4A-4FB8-B6EE-2C5C1 3BDA4FD CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSP") AGREEMENT Ohis CenturyLinkTM Local Services Platform ('CLSP") Agreement, together with the Attachments hereto and Rate Sheets, incorporated herein by reference ("Agreement") is between Qwest Corporation dba CenturyLink QC ("CenturyLink"), a Colorado corporation, and Praxis Ltd. Co dba A+ Satellite ("CLEC"), an Idaho corporation, (each identified for purposes of this Agreement in the signature blocks below, and referred to separately as a 'Party" or collectively as the "Parties"). The undersigned Parties have read and agree to the terms and conditions set forth in this Agreement. QC: 1- rei. By: nnendtanned Ebx i T Name: L. T. Christensen Title: Director -Wholesale Contracts Date: 10/31/2012 Praxis Ltd. Co dba A+ Satellite: .---DocuSigned by: By: 1—gJEO3ZAf83O48L.. Name: Caleb Hansen Title: Co-Owner Date: 10/29/2012 NOTICE INFORMATION: All written notices required under this Agreement shall be sent to the following: APPLICABLE STATES: CenturyLink agrees to offer and CLEC 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 not change its Washington selection after this Agreement is executed. Arizona Colorado X Idaho Iowa Minnesota Montana Nebraska New Mexico North Dakota Oregon South Dakota •___ Utah October 25, 2012/kjc//Praxis Ltd Co/ID/CDS-121025-0003 CenturyLink CLSPTm MSA - (v8-8-1 1) Washington 7.0 (with Commercial Performance Measures and Reporting, Performance Targets and Service Credits, as described in Section 7.0 of Attachment 2 to this Agreement); or 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). Wyoming Page 1 of 11 DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD WHEREAS, CLEC desires to purchase from CenturyLink certain combinations of Network Elements, ancillary functions, and additional features, including without limitation, the local Loop, Port, switching, and Shared Transport. Now, therefore, in consideration of the terms and conditions contained herein, CenturyLink and CLEC mutually agree as follows: 1.Definitions. Capitalized terms used herein are defined in Attachment 1. 2.Effective 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 Parties is completed in the appropriate state(s) indicated above (Effective Date"). 3.Itn. The term of this Agreement begins on the Effective 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: Controlling Documents; Change of Law: Eligibility for Services under this Agreement: Non-Applicability of Change Management Process. 4.1 The Services (Services") described in this Agreement will only be provided in CenturyLink's incumbent LEC service territory 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 will 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 concerning 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 Party's ability 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 utilize Services covered under this Agreement for its own administrative use or for the use by an Affiliate. 4.6 Except as otherwise provided in this Agreement, the Parties agree that Services provided under this Agreement are not subject to the CenturyLink Wholesale Change Management Process (CMP), CenturyLink QC Performance Indicator Definitions (PlO), CenturyLink QC Performance Assurance Plan (PAP), or any other wholesale 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 will be communicated through the standard account interlaces. 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 theoth Party. However, where the selling Party is specifically permitted Applicable Law to collect such Taxes from the purchasing Party, suc Taxes shall be borne by the Party purchasing the services. Taxes shall be billed as a separate item on the invoice in accordance with Applicable Law. The Party billing such Taxes shall, at the written request of the Party being billed, provide the billed Party with detailed information regarding billed Taxes, including the applicable Tax jurisdiction, rate, and base upon which the Tax is applied. If either Party (the Contesting Party) contests the application of any Tax collected by the other Party (the Collecting Party), the Collecting Party shall reasonably cooperate in good faith with the Contesting Party's challenge, provided that the Contesting Party pays all reasonable costs incurred by the Collecting Party. The Contesting Party is entitled to the benefit of any refund or recovery resulting from the contest, provided that the Contesting Party has paid the Tax contested. If the purchasing Party provides the selling Party with a resale or other exemption certificate, the selling Party shall exempt the purchasing Party if the selling Party accepts the certificate in good faith. If a Party becomes aware that any Tax is incorrectly or erroneously collected by that Party from the other Party or paid by the other Party to that Party, the Party that received such Tax shall refund the incorrectly or erroneously collected Tax or paid Tax to the other Party. 6.3 Each Party is solely responsible for any tax on its corporate existence, status or income and each Party 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 tax filings, payment, protest, audit and litigation. Each Party shall be solely responsible for the billing, collection and proper remittance of all applicable Taxes relating to its own services provided to its own Customers. 7.Intellectual Property. n October 25, 2012IkjcI/Praxis Ltd Co/ID/CDS-121025-0003 CenturyLink CLSP MSA - (v8-8-1 i) Page 2 of 11 DoduSign Envelope ID: BBD4A2A1-3F4A-4FB8-B6EE-2C5C1 3BDA4FD .1 Except for a license to use any facilities or equipment cluding software) solely for the purposes of this Agreement or to calve Service solely as provided in this Agreement or as specifically 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 property, now or hereafter owned, controlled or licensable by either Party. Neither Party may use any patent, copyright, trade name, trademark, service mark, trade secret, nor other proprietary interest or intellectual property, now or hereafter owned, controlled or licensable by either Party without execution of a separate written agreement between the Parties. 7.2 Subject to the general Indemnity provisions of this Agreement, each Party (an Indemnifying Party) shall indemnify and hold the other Party (an Indemnified Party) harmless from and against any loss, cost, expense or liability arising out of a claim that the services provided by the Indemnifying Party provided or used pursuant to the terms of this Agreement misappropriate or otherwise violate the intellectual property rights of any third party. The obligation for indemnification recited in this paragraph shall not extend to infringement which results from: A. any combination of the facilities or services of the Indemnifying Party with facilities or services of any other Person (including the Indemnified Party but excluding the Indemnifying Party and any of its Affiliates), 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 Party by, on behalf of, or at the request of the Indemnified Party and not required by the Indemnifying Party. 7.3 In the event of any claim, the Indemnifying Party may, at its sole option, obtain the right for the Indemnified Party to continue to use any infringing facility or service or replace or modify any infringing facility or service to make such facility or service non-infringing. 7.4 If the Indemnifying Party is not reasonably able to obtain the right for continued use or to replace or modify the facility 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 Party reasonably believes that the facility or service will be held to infringe, the Indemnifying Party will notify the Indemnified Party and the Parties will 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 cessation of further infringement 7.5 The Indemnifying Party may request that the Indemnified Party take steps to mitigate damages resulting from the infringement or alleged infringement including, but not limited to, accepting modifications to the facilities or services, and such request shall not be unreasonably denied. 7.6 To the extent required under Applicable Law, CenturyLink shall use commercially reasonable efforts to obtain, from its vendors who have licensed intellectual property rights to CenturyLink in connection with Services provided hereunder, licenses under such intellectual property 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 otify CLEC immediately in the event that CenturyLink believes it has used its commercially reasonable efforts to obtain such rights, but has October 25, 2012/kjc//Praxis Ltd Co/ID/CDS-121025-0003 CenturyLink' CLSPTm MSA - (v8-8-1 1) been unsuccessful in obtaining such rights. Nothing in this subsection shall be construed in any way to condition, limit, or alter a Party's indemnification obligations under Section 7.2, preceding. 7.7. Neither Party shall without the express written permission of the other Party, state or imply that it is connected, or in any way affiliated with the other or its Affiliates; it is part of a joint business association or any similar arrangement with the other or its Affiliates; the other Party and its Affiliates 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 Party or any of its Affiliates. 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 will be CenturyLink customers or that they may obtain CenturyLink service from CLEC or (b) that CLEC has or the end-user will have any relationship with CenturyLink. Without limiting the foregoing, CLEC must not use a name, trademark, service mark, copyright or any other intellectual property owned by CenturyLink or its Affiliates, except that CLEC may communicate that CenturyLink is one of the underlying carriers 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 selling any services to other parties. 7.8 Nothing in this Section prevents either Party 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 Party or its Affiliates or otherwise attempt to sell its End User Customers using the name of the other Party or its Affiliates. CenturyLink's name and the names of its affiliates are proprietary and nothing in this Agreement constitutes a license authorizing their use, and in no event will 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 Affiliates 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 Party may seek injunctive relief. 8. Financial Responsibility, Payment and Security. 8.1 Payment Obligation. Amounts payable under this Agreement are due and payable within thirty (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 will 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 billed 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 Services, less any good faith disputed amount as provided for in this Agreement, within thirty (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 accept additional orders for Services on the date specified in the ten (10) business days notice, and CLEC's non-compliance continues, Page 3 of 11 DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5CI3BDA4FD 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 will 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 specific 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 accordance 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, will 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 will 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. Notwithstanding the foregoing, CenturyUnk will not effect a disconnection pursuant to this Section 8.3 in such manner that CLEC may not reasonably comply with Applicable Law concerning End User Customer disconnection and notification, provided that, the foregoing is subject to CLEC's reasonable diligence in effecting such compliance. 8.4 Billing Disputes. Should CLEC dispute, in good faith, and withhold payment on any portion of the charges under this Agreement, CLEC will notify CenturyLink in writing within fifteen (15) Days following the Payment Due Date identifying the amount, reason and rationale of such dispute. At a minimum, CLEC will pay all undisputed amounts due to CenturyLink. Both CLEC and CenturyLink agree to expedite the investigation of any disputed amounts, promptly provide reasonably requested documentation regarding the amount disputed, and work 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 will pay the disputed amount and applicable late payment charges no later than the next Bill 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 bill for the amount of the disputed charges and any late payment charges that have been assessed no later than the second Bill Date after the resolution of the dispute. B.If CLEC pays the disputed charges and the dispute is resolved in favor of CenturyLink, no further action is required. If 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 Billing, usually within two Billing cycles October 25, 2012/kjc//Praxis Ltd Co/ID/CDS-121025-0003 CenturyLink CLSP MSA—(v8-8-11) after the resolution of the dispute, as follows: CenturyLink wil credit the CLEC's bill for the disputed amount and any associat interest; or if the disputed amount is greater than the bill to 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 will 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 Party is repeatedly delinquent in making its payments, or is being reconnected 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 will be provisioned and completed or before reconnection of Service. "Repeatedly Delinquent" means any payment of a material amount of total monthly Billing 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 two (2) month period based upon recent Billing. The deposit may be an irrevocable bank letter of cred a letter of credit with terms and conditions acceptable to CenturyLi or some other form of mutually acceptable security such as a cas 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 will the security deposit exceed five million dollars ($5,000,000.00). Required deposits are due and payable within thirty (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 will 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 Parties agree that such deposits are not subject to state laws or regulations relating to consumer or End User Customer cash deposits. Cash deposits and accrued interest, if applicable, will 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 will 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 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 valufft which may be levied by law for commercial transactions, compound Page 4 of 11 Doc'uSign Envelope ID: BBD4A2AI-3F4A-4FB8-B6EE-2C5C1 3BDA4FD ally for the number of Days from the Payment Due Date to and cluding the date that the CLEC actually makes the payment to enturyLink; 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 certain information or perform certain functions 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 services from CenturyLink under an arrangement or agreement that includes the application of termination liability 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 will not be delayed due to the applicability of TLA or minimum period charges. The applicability of such charges is governed by the terms of the original agreement, Tariff or arrangement. Nothing herein will be construed as expanding the rights otherwise 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' service needs, including without limitation, sales, service design, order taking, Provisioning, change orders, training, maintenance, trouble reports, repair, post-sale servicing, Billing, collection and inquiry. CLEC will inform its End User Customers that they are End User Customers of CLEC. CLEC's End User Customers contacting CenturyLink will be instructed to contact CLEC, and CenturyLink's End User Customers contacting CLEC will be instructed to contact CenturyLink. In responding to calls, neither Party will make disparaging remarks about , e other Party. To the extent the correct provider can be determined, isdirected calls received by either Party 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 Party. 10.1 In the event CenturyLink terminates Service to CLEC for any reason, CLEC will provide any and all necessary notice to its End User Customers of the termination. In no case will 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 Party violates any other material provision of this Agreement and such default or violation continues for thirty (30) Days after written notice thereof, the other Party 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 Party pursuant to this Agreement are not to be considered exclusive of one another and will be cumulative. 12.Limitation of Liability. 12.1 CLEC's exclusive remedies for claims under this Agreement are limited to CLEC's proven direct damages unless CLEC's damages are otherwise limited by this Agreement to outage credits or other service credits, in which case CenturyLink's total liability will not exceed the aggregate amount of any applicable credits due. 12.2 Except for indemnification and payment obligations under Sthis Agreement, neither Party shall be liable to the other for indirect, incidental, consequential, exemplary, punitive, or special damages, October 25, 201 2/kjc//Praxis Ltd Co/lD/CDS-121025-0003 CenturyLinkTm CLSP'M MSA - (v8-8-1 1) 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 liability, tort, including, without limitation, negligence of any kind and regardless of whether the Parties know the possibility that such damages could result. 12.3 Nothing contained in this Section shall limit either Party's liability to the other for willful misconduct, provided that, a Party's liability to the other Party pursuant to the foregoing exclusion, other than direct damages, will 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 Party (the Indemnifying Party) agrees to release, indemnify, defend and hold harmless the other Party and each of its officers, directors, employees and agents (each, an Indemnitee) from and against and in respect of any loss, debt, liability, 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 Persons, or for loss, damage to, or destruction of tangible property, 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 liability, 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 Party arising out of or in connection with Services provided to the End User Customer by the Party, the Party whose End User Customer alleged or incurred such claims or loss (the Indemnifying Party) shall defend and indemnify the other Party and each of its officers, directors, employees and agents (each, an Indemnified Party) against any and all such claims or loss by the Indemnifying Party's End User Customers regardless of whether the underlying Service was provided or was provisioned by the Indemnified Party, unless the loss was caused by the gross negligence or willful misconduct of the Indemnified Party. 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 property, 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 Indemnified Party will promptly notify the Indemnifying Party of any action taken against the Indemnified Party relating to the indemnification. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such claim. B.If the Indemnifying Party wishes to defend against such action, it will give written notice to the Indemnified Party of Page 5 of 11 DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD acceptance of the defense of such action. In such event, the Indemnifying Party has sole authority to defend any such action, including the selection of legal counsel, and the Indemnified Party may engage separate legal counsel only at its sole cost and expense. In the event that the Indemnifying Party does not accept the defense of the action, the Indemnified Party has the right to employ counsel for such defense at the expense of the Indemnifying Party. Each Party agrees to cooperate with the other Party in the defense of any such action and the relevant records of each Party will be available to the other Party with respect to any such defense. C. In no event will the Indemnifying Party settle or consent to any judgment for relief other than monetary damages pertaining to any such action without the prior written consent of the Indemnified Party. In the event that the Indemnified Party withholds consent, the Indemnified Party may, at its cost, take over such defense; provided that, in such event, the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. 14.Limited Warranties. 14.1 Each Party will provide suitably qualified personnel to perform its obligations under this Agreement and provide all Services hereunder in a good and workmanlike manner and in material 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 others behalf. The relationship arising from this Agreement does not constitute an agency, joint venture, partnership, employee relationship or franchise. CenturyLink is acting as an independent contractor and will 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.Assignment. 16.1 CLEC may not assign this Agreement or any rights or obligations hereunder without the prior written consent of CenturyLink, which consent will not be unreasonably withheld. Notwithstanding the foregoing and subject to prior 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 written consent of CenturyLink to any Affiliate, successor through merger, or acquirer of substantially all of its assets; and CenturyLink may assign this Agreement without prior written 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 October 25, 2012/kjcl/Praxis Ltd Co/ID/CDS-121025-0003 CenturyLinkTM CLSPTM MSA - (v8-8-1 1) foregoing, this Agreement will be binding as to the Parties' respective successors and assigns. 0 16.2 In the event that CenturyLink transfers to any unaffiliated party exchanges, including End User Customers that CLEC serves in whole or in part through Services provided by CenturyLink under this Agreement, CenturyLink will 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 transfer or under such other state statutory authority as may give it such power. In the event of such a proposed transfer, CenturyLink will use its best efforts to facilitate discussions between CLEC and the transferee with respect to the transferee's assumption of CenturyLink's obligations after the transition period set forth above in accordance with the terms and provisions of this Agreement. 17.Reporting Requirements. If reporting obligations or requirements are imposed upon either Party 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 Party agrees to assist that Party in complying with such obligations and requirements, as reasonably required by that Party. 18.Survival. The expiration or termination of this Agreement does not relieve either Party of those obligations that by their nature are intended to survive. 19.Confidentiality! Nondisclosure. 19.1 Neither Party will, without the prior written consent of the other Party (a) issue any public announcement regarding, or make an other disclosure of the terms of, this Agreement or use the name Ink marks of the other Party or its Affiliates; or (b) disclose or use (exce as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other Party. Consent may only be given on behalf of a Party by its Legal Department. However, a Party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the disclosing Party gives the non-disclosing Party reasonable prior written notice and the receiving Party will cooperate with the disclosing Party to seek or take appropriate protective measures and will 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. CenturyLinks compliance with any regulatory filing obligation will not constitute a violation of this section. Each Party will use reasonable efforts to protect the others Confidential Information, and will use at least the same efforts to protect such Confidential Information as the Party would use to protect its own. 19.2 All Confidential Information will remain the property of the disclosing Party. A Party who receives Confidential Information via an oral communication may request written confirmation that the material is Confidential Information. A Party who delivers Confidential Information via an oral communication may request written confirmation that the Party receiving the information understands that the material is Confidential Information. Each Party has the right to correct an inadvertent failure to identify information as Confidential Information by giving written notification within thirty (30) Days after t 0 Page 6 of 11 DoduSign Envelope ID: BBD4A2AI-3F4A-4FB8-B6EE-2C5C1 3BDA4FD Orwar d formation is disclosed. The receiving Party will from that time , treat such information as Confidential Information. 19.3 Upon request by the disclosing Party, the receiving Party 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 Party will keep all of the other Party's Confidential Information confidential and will disclose it on a need to know basis only. Each Party will use the other Party's Confidential Information only in connection with this Agreement and in accordance with Applicable Law. Neither Party will use the other Party'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 Party loses, or makes an unauthorized disclosure of, the other Party's Confidential Information, it will notify such other Party immediately and use reasonable efforts to retrieve the information. 19.5 Effective Date of this Section. Notwithstanding any other provision of this Agreement, the Confidential Information provisions of this Agreement apply to all information furnished by either Party to the other in furtherance of the purpose of this Agreement, even if furnished before the Effective Date. 19.6 Each Party agrees that the disclosing Party could be irreparably injured by a breach of the confidentiality obligations of this Agreement by the receiving Party 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. 0 9.7 Nothing herein should be construed as limiting either Party's rights with respect to its own Confidential Information or its obligations with respect to the other Party's Confidential Information under Section 222 of the Act. 20.Waiver. Except as otherwise provided herein, neither Party's 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. 21.Reciulatorv Approval. Each Party 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 Party 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 Party exercises its right to terminate pursuant to this Section 21, the other Party 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 Party 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 Party shall provide written notice to the other Party of the existence of such lawful, binding order so that the other Party may seek an injunction or other relief from such order. In addition, the filing Party 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 isreasonably necessary. October 25, 2012/kjc//Praxis Ltd Co/ID/CDS-121025-0003 CenturyLinkTm CLSPTm MSA - (v8-8-1 1) 22.Notices. Any notices required by or concerning this Agreement will be in writing and will be sufficiently given if delivered personally, delivered by prepaid overnight express service, sent by facsimile with electronic confirmation, or sent by certified mail, return 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 Maieure. Neither Party 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 military 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). Inability to secure products or services of 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 Party's control and without that Party's fault or negligence. The Party affected by a Force Majeure Event shall give prompt notice to the other Party, 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 efforts 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.Governing Law. Colorado state law, without regard to choice-of-law principles, governs all matters arising out of, or relating to, this Agreement 25.Dispute Resolution. 25.1 The Parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of, or relating to, this Agreement. Either Party may give written notice to the other Party of any dispute not resolved in the normal course of business. Each Party will, 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 will 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 notice (or such longer period as agreed to in writing by the Parties), then either Party may commence a civil action. Any action will be brought in the United States District Court for the District of Colorado if it has subject matter jurisdiction over the action, and shall otherwise be brought in the Denver District Court for the State of Colorado. The Parties agree that such courts have personal jurisdiction over them. Page 7 of 11 DocuSign Envelope ID: BBD4A2AI-3F4A-4FB8-B6EE-2C5C1 3BDA4FD 25.3 Waiver of Jury Trial and Class Action. Each Party, 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 form of action, arising out of, or relating to this Agreement, may be brought by either Party more than two (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 terms of this Agreement. 27. Authorization. Each Party 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 Party's behalf; C.the execution hereof is not in conflict with law, the terms of any charter, bylaw, articles of association, or any agreement to which such Party is bound or affected; and D.each Party may act in reliance upon any instruction, instrument, or signature reasonably believed by it to be authorized and genuine. 28. Third Party Beneficiaries. The terms, 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 party (including, without limitation, CLEC's Affiliates and End Users). 29. Insurance. Each Party shall at all times during the term 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+Xlll with respect to liability arising from its operations for which that Party has assumed legal responsibility in this Agreement. If a Party or its parent company has assets equal to or exceeding $10,000,000,000, that Party may utilize an Affiliate 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 affiliated Party fails to meet such obligations. 29.1 Workers' Compensation with statutory limits as required in the state of operation and Employers' Liability insurance with limits of not less than $100,000 each accident. 29.2 Commercial General Liability insurance covering claims for bodily injury, death, personal injury or property damage, including coverage for independent contractor's protection (required if any work will be subcontracted), products and/or completed operations and contractual liability with respect to the liability assumed by each Party 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" Property coverage on a full replacement cost basis insuring all of such Party's personal property situated on or within the Premises. 29.4 Each Party may be asked by the other to provide certificate(s) of insurance evidencing coverage, and thereafter shall provide such certificate(s) upon request. Such certificates shall: October 25, 2012/kjc//Praxis Ltd Co/lD/CDS-121025-0003 CenturyLinkTM CLSPTm MSA - (v8-8-1 1) A.name the other Party as an additional insured und commercial general liability coverage; 0 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 severability of interest/cross liability coverage. 30.Communications Assistance Law Enforcement Act of 14. Each Party represents and warrants that any equipment, facilities or Services provided to the other Party under this Agreement comply with the CALEA. Each Party will indemnify and hold the other Party harmless from any and all penalties imposed upon the other Party for such noncompliance and will at the non-compliant Party's sole cost and expense, modify or replace any equipment, facilities or Services provided to the other Party under this Agreement to ensure that such equipment, facilities and Services fully comply with CALEA. 31.Entire Aoreement. 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 term sheet or memorandum of understanding entered into by the Parties, to the extent they relate in any way to the subjects of this Agreement. Notwithstanding 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 otherwise modify those terms and conditions. 32.Proof of Authorization. 32.1 Each Party 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 Party 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 Party charged with the alleged infraction shall be responsible for resolving such claim, and it shall indemnify and hold harmless the other Party for any losses, damages, penalties, or other claims in connection with the alleged unauthorized change or service. 33.General Terms. 33.1 CenturyLink will 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 modernize the network properly, CenturyLink may make necessary modifications and changes to its network on an as needed basis. Such changes may result in minor changes to transmission parameters. Network maintenance and modernization activities will 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. 33.3 Network Security. Page 8 of 11 DodiSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD B. In the event any suspect materials within CenturyLink- owned, operated or leased facilities are identified to CLEC by CenturyLink to be asbestos containing, CLEC will ensure that to the extent any activities which it undertakes in the facility disturb such suspect materials, such CLEC activities will 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 undertaken by CLEC or equipment placement activities that result in the generation of asbestos-containing material, CLEC does not have any responsibility for managing, nor is it the owner of, nor does it have any liability for, or in connection with, any asbestos- containing material. CenturyLink agrees to immediately notify CLEC if CenturyLink undertakes 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 Property. Each Party will exercise the same degree of care to prevent harm or damage to the other Party and any third parties, its employees, agents or End User Customers, or their property as it employs to protect its own employees, agents, End User Customers and property, , but in no case less than a commercially reasonable degree of care. 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. Specifically, 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. 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 unbillable revenues, resulting from accidental, erroneous, malicious, fraudulent or otherwise unauthorized use of Services or . facilities ('Unauthorized Use"), whether or not such Unauthorized Use could have been reasonably prevented by CenturyLink, 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 will 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 will consider such requests on an Individual Case Basis. 33.6. Responsibility For Environmental Contamination. A. Neither Party shall be liable to the other for any costs whatsoever resulting from the presence or release of any Environmental Hazard that either Party did not introduce to the affected work location. Each Party shall defend and hold harmless the other Party and its respective officers, directors and employees from and against any losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorneys' fees) that arise out of or result from: 1.any Environmental Hazard that the Indemnifying Party, its contractors or agents introduce to the work locations; or 2.the presence or release of any Environmental Hazard for which the Indemnifying Party is responsible under Applicable Law. October 25, 201 2/kjcl/Praxis Ltd CoIIDICDS-121025-0003 CenturyLinkTM CLSP MSA - (v8-8-1 1) Page 9 of 11 DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD CENTURYLINK LOCAL SERVICES PLATFORMTM AGREEMENT ATTACHMENT 1- DEFINITIONS "Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.), as amended. "Advanced Intelligent Network" or "AIN" is a Telecommunications network architecture in which call processing, call routing and network management are provided by means of centralized databases. "Affiliate" 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 "ALl" 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 (E91 1). "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. "Bill Date" means the date on which a Billing period ends, as identified on the bill. "Billing" involves the provision of appropriate usage data by one Telecommunications Carrier to another to facilitate Customer Billing 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 Office" 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 Assistance 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 Party 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 Party should reasonably understand that the disclosing Party desires to protect such information against unrestricted disclosure. Confidential Information will not include information that is in the public domain through no breach of this Agreement by the receiving Party 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 otherwise 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 those published and non- listed telephone number listings obtained by CenturyLink from its ow User Customers and other Telecommunications Carriers. "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 party retail Customer that subscribes to a Telecommunications Service provided by either of the Parties or by another Carrier or by two (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 Liability 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 environment (including, without limitation, indoor, outdoor or orbital space environments) and is regulated under any Applicable Law. "FCC" means the Federal Communications Commission. "lnterexchange Carrier" or "IXC" means a Carrier that provides InterLATA or IntraLATA Toll services. "Line Information Database" or "LIDB" stores various telephon numbers and Special Billing Number (SBN) data used by operator se s systems to process and bill Alternately Billed Services (ABS) calls. The operator services system accesses LIDB data to provide originating line (calling number), Billing number and terminating line (called number) information. LIDB is used for calling card validation, fraud prevention, Billing or service restrictions and the sub-account information to be included on the call's Billing record. Telcordia's GR-446-CORE defines the interface between the administration system and LIDB including specific message formats (Telcordia's TR-NWP-000029, Section 10). "Line Side" refers to End Office 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 telephone station set, a PBX, answering machine, facsimile machine, computer, or similar customer device). "Local Exchange Carrier" or "LEC" means any Carrier 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 that the FCC finds that such service should be included in the definition of such term. "Loop" or "Unbundled Loop" is defined as a transmission facility between a distribution frame (or its equivalent) in a CenturyLink Central Office 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. "Miscellaneous Charges" mean charges that CenturyLink may ass addition to recurring and nonrecurring rates set forth in the Rate Sh activities CLEC requests CenturyLink to perform, activities October 25, 2012/kjc//Praxis Ltd Co/lD/CDS-121025-0003 CenturyLinkTm CLSPTm MSA - (v8-8-1 1) Page 10 of 11 DouSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD CENTURYLINK LOCAL SERVICES PLATFORM TM AGREEMENT ATTACHMENT 1- DEFINITIONS authorizes, or charges that are a result of CLEC's actions, such as SIlation charges, additional labor and maintenance. Miscellaneous as 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 facility or equipment used in the provision of Telecommunications Service or an information service or both. It also includes features, functions, and capabilities that are provided by means of such facility or equipment, including subscriber numbers, databases, signaling systems, and information sufficient for Billing and collection or 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 "OSS" mean pre-ordering, Provisioning, maintenance, repair and billing systems. "Order Form" means service order request forms issued by CenturyLink, as amended from time to time. "Person" is a general term meaning an individual or association, corporation, firm, joint-stock company, organization, partnership, trust or 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 Office Switch but does not include Switch features. The Port serves as the hardware termination for line or Trunk Side facilities connected to the Central Office Switch. Each Line Side Port is typically associated with one or more telephone numbers that serve as the Customer's network address. mises" refers to CenturyLink's Central Offices and Serving Wire rs; all buildings or similar structures owned, leased, or otherwise oiled by CenturyLink that house its network facilities; 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 Offices, 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 products and services from the other with attendant acknowledgments and status reports. "Public Switched Network" includes all Switches and transmission facilities, whether by wire or radio, provided by any Common Carrier 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 particular Customer Premises. "Shared Transport" is defined as local interoffice transmission facilities shared by more than one Carrier, including CenturyLink, between End Office Switches, between End Office Switches and Tandem Switches (local and Access Tandem Switches), and between Tandem Switches within the or Calling Area, as described more fully in this Agreement. "Switch" means a switching device employed by a Carrier within the Public Switched Network. Switch includes but is not limited to End Office Switches, Tandem Switches, Access Tandem Switches, Remote Switching Modules, and Packet Switches. Switches may be employed as a combination of End Office/Tandem Switches. "Switched Access Traffic," as specifically defined in CenturyLink's interstate Switched Access Tariffs, is traffic that originates at one of the Party's 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 Party's End User Customers, whether or not the traffic transits the other Party's network. "Tariff" as used throughout this Agreement refers to CenturyLink interstate Tariffs and state Tariffs, price lists, and price schedules. "Telecommunications Carrier" 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 Carrier 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 satellite service shall be treated as common carnage. "Telecommunications Services" means the offering of telecommunications for a fee directly to the public, or to such classes of users as to be effectively available directly to the public, regardless of the facilities 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 furnish to End User Customers intercommunicating Service of the character ordinarily furnished by a single exchange, and which is covered by the exchange Service charge, or comparable Service provided through a system of Switches, transmission equipment or other facilities (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 Carrier's network, where transmission facilities are connected or switched. Wire Center can also denote a building where one or more Central Offices, 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 October 25, 201 2/kjc//Praxis Ltd Co/lD/CDS-1 21025-0003 CenturyLink CLSP MSA - (v8-8-1 1) Page 11 of 11 0 DouSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSP") AGREEMENT ATTACHMENT 2— CLSPTm Service Description 1.0 CenturyLink will provide CenturyLinkrm Local Services Forbearance Pursuant to 47 U.S.C. § 160(c) in the Omaha Platform ('CLSPTM") Services according to the terms and Metropolitan Statistical Area, FCC 05-170, WC Docket No. conditions set forth in the CLSP Agreement between the 04-223, (effective September 16, 2005), CenturyLink will Parties (the "Agreement") and in this Attachment 2 to the provide to CLEC the Loop element of CLSP Services Agreement, which is incorporated into and made a part of purchased in the following nine Omaha Nebraska Wire the Agreement (this "Attachment"). Except as otherwise set Centers under the terms and conditions of the Agreement forth in this Attachment, capitalized terms used but not and this Attachment at Rates provided in the Rate Sheet otherwise defined herein have the definitions assigned to Omaha Douglas; Omaha Izard Street; Omaha 90th Street; them in the Agreement CLEC may use CLSP Services to Omaha Fort Street; Omaha Fowler Street; Omaha 0 Street; provide any Telecommunications Services, information Omaha 78th Street; Omaha 135th Street; and Omaha 156th services (or both) that CLEC chooses to offer to the extent Street. that such services are granted herein or not limited hereby. 1.2.2 The following CLSP Service types will be 1.1 General CLSP Service Description, 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- 1.1.1 CLSP Services consist of Local Switching and DID and 1-Way DID Trunks; and CLSP Residential. Shared Transport in combination. CenturyLink Advanced Intelligent Network ('AIN") Services, e.g., remote access 1.2.3 CLSP PBX Analog 2-Way DID Trunks will be forwarding, and CenturyLink Voice Messaging Services combined with 4 wire loops. (VMS") may also be purchased with compatible CLSP Services. These Network Elements will be provided in compliance with all Telcordia and other industry standards 1.3 Local Switching. The Local Switching Network Element and technical and performance specifications to allow CLEC ("Local Switching") is collectively the Line Side and Trunk to combine the CLSP Services with a compatible voicemail Side facilities in the local serving CenturyLink end office product and stutter dial tone. CenturyLink will provide Switch which provides the basic switching function, the port, access to 911 emergency services and directory listings in plus the features, functions, and capabilities of the switch accordance with the terms and conditions of CLEC's including all compatible, available, and loaded vertical interconnection agreements ("ICAs"), except that the features (e.g., anonymous call rejection) that are loaded in business end user rate in the applicable Tariff applies to all that switch. Vertical features are software attributes on end end user premium and privacy directory listings (with the office Switches and are listed on the CenturyLink wholesale exception of residential additional listings, i.e., USOC RLT) website. CenturyLink signaling is provided with Local when services are provisioned to CLEC under this Switching solely as described in Section 1.4.2 of this Agreement whether CLEC's end user is a residential end Attachment The following Local Switching ports are user or a business end user. As part of the CLSP Service, . available with CLSP Service: Analog Line Ports, Digital Line CenturyLink combines the Network Elements that make up Ports Supporting Basic Rate Interface-Integrated Services CLSP Service with analog/digital capable Loops, with such Digital Network ('BRI ISDN"), and Analog Trunk Ports. Loops (including services such as line splitting) being provided in accordance with the rates, terms and conditions 1.3.1 Analog Line Port. Line Port attributes include: of the CLEC's ICAs. CLEC may also purchase Commercial telephone number; dial tone; signaling (Loop or ground High Speed Internet Service (also known as Digital start); on/off hook detection; audible and power ringing Subscriber Line (DSL)), under a separate Services Automatic Message Accounting (AMA Recording); and agreement, to be used with compatible CLSP Service, 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. 1.1.3 Nothing in this Attachment or the Agreement precludes CenturyLink from withdrawing availability of comparable, functionally equivalent services from its retail end user customers. In the event of such withdrawal or discontinuation, CenturyLink may also withdraw availability of the equivalent CLSP Service. 1.2 Combination of CLSP Service with Loops. Except as described below, the Loop will be provided by CenturyLink under the applicable ICA5 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 . pertaining to the availability of Unbundled Network Element ("UNE") Loops under Section 251(c)(3) of the Act in its Report and Order-Petition of CenturyLink Corporation for October 25, 2012/kjc1/Praxis Ltd Co/ID! CDS-121025-0003 Attachment 2— CLSPN - (v8-8-1 1) 1.3.2 Digital Line Port Supporting BRI ISDN. BRI ISDN is a digital architecture that provides integrated voice and data capability (2 wire). A BRI ISDN Port is a Digital 2B+D (2 Bearer Channels for voice or data and I Delta Channel for signaling and D Channel Packet) Line Side Switch connection with BRI ISDN voice and data basic elements. For flexibility and customization, optional features can be added. BRI ISDN Port does not offer B Channel Packet service capabilities. The serving arrangement conforms to the internationally developed, published, and recognized standards generated by International Telegraph and Telephone Union (formerly CCITT). 1.3.3 Analog Trunk Port. DSO analog trunk Ports can be configured as DID, DOD, and two-way. 1.3.3.1 Analog trunk 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 Office. For 2-Wire service, the trunks are converted at the End User Customer's location. DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD CENTURYLINK LOCAL SERVICES PLATFORM ("CLSP") AGREEMENT ATTACHMENT 2— CLSPTM Service Description 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. 1.3.3.4 Two-way analog DID trunks require E&M signaling. CenturyLink will 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 will be handled as a special assembly request on an Individual Case Basis. 1.3.4 Usage. Local Switching Usage is billed on a Minute of Use (MOU" basis as described within this Attachment. Rates for "Local Switch Usage" or "Local Switch MOUs" are provided in the CLSP Rate Sheet. 1.4 Vertical Features and Ancillary Functions and Services. 1.4.1 CLSP Service includes nondiscriminatory access to all vertical features that are loaded in the Local serving CenturyLink end office switch. 1.4.2 Local Switching includes use of GenturyLink's signaling network (ISUP call set-up) solely for Local Traffic. "Local Traffic" and "Local Calls" means calls that originate and terminate within the Local Calling Area as defined in the CenturyLink Tariff. CenturyLink will 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 (LIDB), lntemetwork Calling Name Database (ICNAM), 8XX Database for toll free calling, AIN Databases, and Local Number Portability Database. CLEC will not have access to CenturyLink's AIN- based services that qualify for proprietary treatment, except as expressly provided for in the Agreement or this Attachment. Local Switching does not include use of CenturyLinks signaling network for Toll Traffic. "Toll Traffic" and "Toll Calls" means intra local access and transport area ("LATA") or interLATA calls that originate and terminate outside of the Local Galling Area as defined in the GenturyLink Tariff. For all Toll Traffic originated by or terminated to CLEC's CLSP End User Customer, CenturyLink may bill applicable Tariff charges, including SS7 message charges [ISDN User Part (ISUP) and Transaction Capabilities Application Part (TGAP)], to the lnterexchange Carrier (IXC) or other wholesale SS7 provider. 1.4.3 ICNAM and LIDB. CLEC will have non- discriminatory access to CenturyLinks LIDB database and ICNAM database as part of the delivery of GLSP Service. 1.4.4 The LIDB database contains the following data: various telephone line numbers and special billing number (SBN) data; originating line (calling number); billing number and terminating line (called number) information; calling card validation; fraud prevention; Billing or service restrictions; sub-account information to be included on the call's Billing record; and calling card, billed to third number, and collect call information used in processing Alternately Billed Services (ABS). 1.4.5 The ICNAM database is used with certain end office Switch features to provide the calling party's name to October 25, 2012/kjcl/Praxis Ltd Co/ID! CDS-121025-0003 Attachment 2— CLSP - (v8-8-1 1) CLEC's End User Customer with the applicable feature capability. The IGNAM database contains current list name data by working telephone number served administered by CenturyLink, including listed name data provided by other Telecommunications Garners participating in CenturyLink's calling name delivery service arrangement 1.4.6 GenturyLink will provide the listed name of the calling party that relates to the calling telephone number (when the information is actually available in CenturyLink's database and the delivery is not blocked or otherwise limited by the calling party or other appropriate request). 1.4.7 For CLEC's CLSP End User Customers, CenturyLink will load and update CLEC's GLSP End User Customers' name information into the LIDB and IGNAM databases from CLECs completed service orders. CLEC is responsible for the accuracy of its End User Customers' information. 1.4.8 CenturyLink will exercise reasonable efforts to provide accurate and complete LIDB 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 will access the same database for CLEC's CLSP End User Customers as GenturyLink accesses for its own End User Customers. CenturyLink will not be liable for system outage or inaccessibility or for losses arising from the authorized use of the data by CLEC. 1.4.9 GenturyLink will not charge CLEC for the storage of CLEG's GLSP End User Customers' information in the LIDB or ICNAM databases. 1.5 Shared Transport and Toll. 1.5.1 Shared Transport. The Shared Transport Network Element ("Shared Transport") provides the collective interoffice transmission facilities shared by various Garners (including CenturyLink) between end-office switches and between end-office switches and local tandem switches within the Local Galling Area. Shared Transport uses the existing routing tables resident in CenturyLink switches to carry the End User Customer's originating and terminating local/extended area service interoffice Local traffic on the CenturyLink interoffice message trunk network. CLEC traffic will be carried on the same transmission facilities between end-office switches, between end-office switches and tandem switches and between tandem switches on the same network facilities that CenturyLink uses for its own traffic. Shared Transport does not include use of tandem switches or transport between tandem switches and end-office switches for Local Galls that originate from end users served by non-GenturyLink Telecommunications Carriers ("Carrier(s)") which terminate to GLSP End Users. 1.5.2 Originating Toll Calls from, and terminating Toll Galls to, CLSP End Users will be delivered to/from the designated IXGs from the GenturyLink end-office switches and access tandems. The Parties understand and agree that the Services include tandem switching, where required, as well as end office switching and that CLEC has the right to charge switched access to IXCs for each element, as appropriate. 1.5.3 IntraLATA and lnterLATA Carrier Designati GLSP includes the capability for selection of the interLA DoóuSign Envelope ID: BBD4A2A1-3F4A-4FB8-B6EE-2C5C1 3BDA4FD CENTURYLINKTm LOCAL SERVICES PLATFORM ("CLSPTM") AGREEMENT ATTACHMENT - CLSPTM Service Description and intraLATA Toll provider(s) on a 2-Primary lnterexchange business End User Customers. . Carrier (PlC) basis. CLEC will designate the PlC assignment(s) on behalf of its End User Customers for 1.6.5.1 PBX analog non-DID trunks are combinations interLATA and intraLATA Services. All CLEC initiated PlC of an analog Line Side Port and Shared Transport changes will be in accordance with all Applicable Laws, rules provided under the Agreement with an analog - 2 wire and regulations. CenturyLink will not be liable for CLEC's voice grade Loop provided in accordance with CLEC's improper PlC change requests. ICAs, except for those Loops that are otherwise provided for in the Agreement. 1.5.4 CenturyLink lntraL.ATA Toll Local Primary lnterexchange Carrier ('LPIC") 5123. CenturyLink does not authorize CLEC to offer, request, or select CenturyLink LPIC 5123 service to CLEC's End User Customers for intraLATA 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 bill CLEC and CLEC will pay CenturyLink the rates contained or referenced in the attached Rate Sheet. 1.5.5 Usage. Shared Transport is billed on a MOU basis as described within this Attachment. Rates for "Shared Transport Usage" or "Shared Transport MOUs" are provided in the CLSP Rate Sheet. 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. . 1.6.2 CLSP Centrex is available to CLEC for CLEC's business End User Customers. CLSP Centrex Services include Centrex 21, Centrex 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. 1.6.2.1 CLEC may request a conversion from Centrex 21, Centrex-Plus or Centron service to CLSP Business or CLSP Residential. The Conversion NRC(s) provided in the Rate Sheet will apply. 1.6.2.2 CenturyLink will provide access to Customer Management System (CMS) with CLSP-Centrex 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- 2.2 capable Loop provided in accordance with CLEC's ICAs, except for those Loops that are otherwise provided for in the Agreement. 1.6.4 CLSP PAL is available to CLEC for only CLEC's Payphone Service Providers (PSPs) 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. 1.6.5 CLSP PBX is available to CLEC for CLEC's October 25, 2012/kjd/Praxis Ltd Co/ID/ CDS-121025-0003 Attachment 2— CLSPN - (v8-8-1 1) 2.0 2.1 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 ICA5, except for those Loops that are otherwise provided for in the Agreement 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 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 lCAs, 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 Tariffs as applied to CenturyLink's End User Customers. 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) utilizing the LSR process as described in the CenturyLink wholesale website. Additional Terms and Conditions and Service Features. CenturyLink does not warrant the availability of facilities at any serving wire center. CLSP Services will not be available if facilities are not available. CenturyLink represents and warrants that it will not otherwise restrict facilities eligible to provide CLSP Service and that any and all facilities that would otherwise be available for retail service to a CenturyLink End User Customer will be considered eligible for use by CLEC for CLSP Service to serve that same End User Customer. Loop Start ("LPS") to Ground Start ("GST") and GST to LST Changes ("LPSIGST 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 specifically requested otherwise, CenturyLink provisions POTS Services as LIPS. GST is generally provisioned for Private Branch Exchange ('PBX") type services. LPS/GST Changes allow the CLEC to request a facility served by LIPS 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 DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD CENTURYLINKTm LOCAL SERVICES PLATFORM ("CLSP") AGREEMENT ATTACHMENT 2— CLSPTm Service Description nonrecurring charge ("NRC") for LPS/GST Changes, less an 18% wholesale discount, will be added to service orders requesting LPS/GST Changes. 2.3 Daily Usage Feed (DUF). CenturyLink will provide to CLEC certain originating and terminating call records ("usage information") generated by CLEC's CLSP end user via a DUF. 2.3.2 CenturyLink will provide to CLEC usage information necessary for CLEC to bill for interLATA and intraLATA exchange access to the IXC (excluding intraLATA usage information if CenturyLink LPIC 5123 is selected as the intraLATA Toll provider) in the form of either the actual usage or a negotiated or approved surrogate for this information, as such billing 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 CentulyLink will provide DUF records for the following: all usage occurrences billable to CLEC's CLSP lines, including Busy Line Verify (BLV), Busy Line Interrupt (BLI); originating local usage; usage sensitive CLASS features; and CenturyLink-provided intraLATA 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 will not be provided. 2.4 Feature and interLATA or intraLATA PlC changes or additions for CLSP, will be processed concurrently with the CLSP order as specified by CLEC. 2.5 Access to 911/E911 emergency Services for CLEC's End User Customers will be available in accordance with CLEC's ICA5. If CenturyLink is no longer obligated to provide access to 911 /E91 I emergency services in accordance with 47 U.S.C. §251, CenturyLink will 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. 2.6 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 combined with CLSP. 2.7 If CenturyLink develops and deploys new local switch features for its End User Customers, those switch features will 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 will not in any case be higher than the retail rate CenturyLink charges for October 25, 2012/kjcl/Praxis Ltd Co/ID! CDS-121025-0003 Attachment 2— CLSP - (v8-8-1 1) such features. 2.8 Nothing in the Agreement alters or affects CLEC's right tie 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. Rates and Charges. 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 ICAs. Applicable intercanier compensation rates and charges (such as access charges, reciprocal compensation, and other charges for elements and services) are applicable and are provided under a separate Agreement or Tariff. 3.2 CLSP rates Effective Date through Term. Starting on the Effective Date of the Agreement, rates for the Service will 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 will receive discounts on the Basic Plan switch port MRCs if it meets the volume plans described below. Discounts are not cumulative and CenturyLink will apply the highest discount rate for which CLEC qualifies. Basic Plan MRCs will apply if CLEC does not qualify for any discount. 3.2.1 90% YOY Volume Retention Plan: If th 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 will 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 will 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 will include all CLSP lines, if any, from the previous year. For example, to determine 2011 CLSP rates, CenturyLink will use the total 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 eligibility on January 4, 2011. Each subsequent adjustment will be effective on each January 1 during the term of the Agreement. 3.4 Except as otherwise provided herein, the Loop elemeAft combined with a CLSP Service will be provided 3.0 2.3.1 CenturyLink will 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 bill its own End User Customers. DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSP") AGREEMENT ATTACHMENT 2— CLSPTM Service Description accordance with CLEC's ICA5 with CenturyLink at the rates charges provided in the CLSP Rate Sheet will apply. For . set forth in those ICAs. these call types that also terminate to an end user served by a Carrier, CenturyLink may pay that Gamer certain 3.4.1 Loops provided under the Agreement. Upon terminating compensation charges under terms and thirty (30) Days notice via the standard commercial conditions of a separate ICA. notification process, CenturyLink may change monthly recurring charges for the Omaha, Nebraska Loop elements 3.8.2 Originating InterOffice Local Calls. This provided under the Agreement originating Local Call requires switching by the local serving CenturyLink end office and other interoffice switching for 3.5 CLEC will be responsible for billing its CLSP End User Local traffic. When this call type is originated by a CLSP Customers for all Miscellaneous Charges and surcharges end user, Local Switch Usage per MOU and Shared required of CLEC by statute, regulation or as otherwise Transport per MOU charges provided in the Rate Sheet will required. apply. For these call types that also terminate to an end user served by a non-CenturyLink Garner, CenturyLink may 3.6 CLEC will pay CenturyLink the PlC change charge pay that Carrier certain terminating compensation charges associated with CLEC End User Customer changes of under terms and conditions of a separate ICA interLATA or intraLATA Carriers. Any change in CLEC's End User Customers' interLATA or intraLATA Carrier must 3.8.3 Originating IXC Toll Calls. This originating Toll be requested by CLEC on behalf of its End User Customer. Call requires switching by the local serving CenturyLink end office. If the CLSP End Users selected IXC does not have 3.7 Intercarrier Compensation. Except as specifically direct trunking to the local serving CenturyLink end office, described in this Section, the Agreement does not change or Shared Transport is required to deliver that call to the amend applicable intercarrier compensation arrangements Access Tandem for delivery to the IXC. When this call type (including but not limited to Switched Access, Signaling, or is originated by a CLSP end user, Local Switch Usage Transit charges) between any parties, including between provided in the CLSP Rate Sheet applies. Additionally, if CenturyLink and Garners or IXCs. Shared Transport is necessary to deliver the call to the Access Tandem, Shared Transport Usage charges provided in the CLSP Rate Sheet will apply. The Parties understand 3.7.1 Switched Access. For CLSP End User and agree that the Services include tandem switching, where Customer(s), CenturyLink will not charge to or collect from required, as well as end office switching and that CLEC has the IXC usage based end office and loop Switched Ass the right to charge switched access to lXCs for each charges (such as Switched Access Local Switching, End element, as appropriate. Office Shared Port, Tandem Transmission and Carrier . Common Line) for InterLATA or IntraLATA Toll Calls originating or terminating from that CLSP End User 3.8.4 Terminating IntraOffice and InterOffice Local Calls. This terminating Local Call requires switching by the Customer's line to an IXC. local serving CenturyLink end office and in certain instances other interoffice switching within the Local Calling area. 3.7.2 Signaling. CenturyLink retains its rights to charge When a call is terminated to a CLSP end user, no charges IXCs for signaling usage (ISUP Signal Formulation, ISUP will apply under CLSP. For these call types that originate Signal Transport, and ISUP Signal Switching, as well as from an end user served by a Garner, CenturyLink retains its LIDB, ICNAM and 8XX) associated with interLATA and rights to bill that Carrier certain Transit charges as described intraLATA Toll Calls originated by or terminated to a CLSP in Section 3.7 above. End User under the applicable Tariff. 3.8.5 Terminating IXC Toll Calls. This terminating Toll 3.7.3 Transit. For any call originated by an end user Call always requires switching by the local serving served by a Carrier that routes through CenturyLink's CenturyLink end office. If the originating caller's IXC does network and which terminates to a CLSP End User, not have direct trunking to the CLSP end user's local serving CenturyLink retains its rights to bill the originating Carrier CenturyLink end office switch, Shared Transport is required Transit charges for that call under the originating Carrier's to terminate the call to the receiving CLSP end user. When Agreement this call type is terminated to a CLSP end user, Local Switch Usage charges provided in the Rate Sheet will apply. 3.7.4 Other. CenturyLink retains its rights to bill IXCs or Additionally, if Shared Transport is necessary to deliver the other Carriers, as applicable, any and all other access call to the CLSP end user from the access tandem, Shared charges and assessments not expressly addressed in this Transport Usage charges provided in the Rate Sheet will section, including but not limited to fiat rate transport apply. The Parties understand and agree that the Services charges, in accordance with the applicable Tariff include tandem switching, where required, as well as end office switching and that CLEC has the right to charge 3.8 Local Switching Usage and Shared Transport Minute of switched access to lXCs for each element, as appropriate. Use (MOU) This section describes the use of the CenturyLink network for different call types originated by or 3.8.6 Originating Toll Calls when QC Is the terminated to CLSP End Users. This section does not affect IntraLATA Toll provider. See Section 1.5.4 above. CenturyLink's rights to charge IXCs for signaling as described in Section 1.4.2 of this Attachment. 3.9 CenturyLink will have a reasonable amount of time to implement system or other changes necessary to bill CLEC 3.8.1 Originating IntraOffice Local Calls - This for rates or charges associated with CLSP Services originating Local Call requires switching by the local serving . CenturyLink end office Switch only. When this call type is 3.10 CLSP Services have a one-month minimum service period originated by a CLSP End User, Local Switch Usage requirement for each CLEC End User Customer. The one- October 25, 2012/kjc//Praxis Ltd Co/ID! CDS-121025-0003 Attachment 2— CLSP - (v8-8-1 1) DocuSign Envelope ID: BBD4A2AI-3F4A-4FB8-B6EE-2C5C1 3BDA4FD CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSP") AGREEMENT ATTACHMENT 2— CLSPrm Service Description month minimum service period is the period of time that CLEC is required to pay 100% of the MRC for the Service even if CLEC does not retain Service for the entire month. CLSP Services are billed month to month and will after the one month minimum service period is satisfied be pro-rated for partial months based on the number of days Service was provided. and restore any equipment or any other maintainable component that adversely impacts CLEC's use of CL.S Service. CenturyLink and CLEC will cooperate with ea other to implement procedures and processes for handling service-affecting 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 7.0 Commercial Performance Measures and Reporting, basis when changes are requested to existing service, Performance Targets and Service Credits (including in including changing a telephone number, initiating or Washington, if Washington 7.0 is selected by CLEC as removing suspension of Service, denying or restoring indicated on Signature Page). service, adding, removing or changing features, and other similar requests. 7.1 Each Party will provide suitably qualified personnel to perform its obligations under the Agreement and all CLSP 4.0 Systems and Interfaces. Services in a timely and efficient manner with diligence and care, consistent with the professional standards of practice 4.1 CenturyLink and CLEC will support the use of current OSS in the industry, and in conformance with Applicable Law. interfaces and OSS business rules for CLSP, including The CLSP Service attributes and process enhancements are electronic ordering and flow, as the same may evolve over not subject to the Change Management Process (CMP"). time. CLEC proposed changes to CLSP Service attributes and process enhancements will be communicated through the 4.2 CLSP Services are ordered utilizing the LSR process as standard account interfaces. Change requests common to described in the CenturyLink wholesale website. shared systems and processes subject to CMP will continue to be addressed via the CMP procedures. 4.3 Prior to placing an order on behalf of each End User 7.2 CenturyLink will provide commercial performance Customer, CLEC will be responsible for obtaining and will measurements and reporting against established have in its possession a Proof of Authorization as set forth in performance targets with CLSP Service. The following the Agreement performance measurements will apply to CLSP Residential and CLSP Business: (a) Firm Order Confirmations (FOCs) 4.4 When CenturyLink or another provider of choice, at the End On Time; (b) Installation Commitments Met; (c) Order User Customer's request, orders the discontinuance of the Installation Interval; (d) Out of Service Cleared within 24 End User Customer's existing service with CLEC, Hours; (e) Mean Time to Restore; and (f)Trouble Rate. CenturyLink will render its dosing bill to CLEC effective as of Commercial measurement definitions, methodologies the disconnection. CenturyLink will notify CLEC by FAX, 7.3 OSS interface, or other agreed upon processes when an performance targets and reporting requirements are set forth End User Customer moves to CenturyLink or another in Attachment 3 to the Agreement. CenturyLink will provide service provider. CenturyLink will not provide CLEC or CLEC with the raw data necessary to allow CLEC to CenturyLink retail personnel with the name of the other disaggregate results at the state level. Reporting of these service provider selected by the End User Customer. performance measures will be applied for activity beginning the first full month of Service after January 4, 2011. 4.5 The Parties will provide each other with points of contact for order entry, problem resolution, repair, and in the event 7.4 CLEC will be entitled to service credits only for each special attention is required on service request. instance of a missed installation commitment and each instance of an out of service condition that is not cleared 5.0 CenturyLink will bill CLEC, on a monthly basis, within seven within 24 hours occurring after January 4, 2011. All service to ten Days of the last day of the most recent Billing period, credits will be applied automatically by CenturyLink as credit in an agreed upon standard electronic format. Billing against CLEC's bill for the billing period following the one in information will include a summary bill and individual End which the credits were accrued. Credits for Services provided under the Agreement will be applied for activity User Customer sub-account information. If CLEC needs beginning the first full month after January 4, 2011. Any additional or different billing information in order to properly credits or payments related to the Services provided prior to bill its End Users or other Carriers (including CenturyLink), the first full month following January 4, 2011 and in CenturyLink will work with CLEC in good faith to deliver such accordance with CMP, PID, PAP or any other wholesale information, service quality standards will no longer be applied beginning the first full month after January 4, 2011. 6.0 Maintenance and Repair. 6.1 CenturyLink will maintain facilities and equipment that 7.4.1 Installation Commitments Met. For each installation commitment that CenturyLink, through its comprise the CLSP Service provided to CLEC. CLEC or its own fault, fails to meet, CenturyLink will provide a End User Customers may not rearrange, move, disconnect service credit equal to 100% of the nonrecurring charge or attempt to repair CenturyLink facilities or equipment, other for that installation. CenturyLink will use the state than by connection or disconnection to any interface between CenturyLink and the End User Customer, without installation nonrecurring charge contained in the the written consent of CenturyLink. Agreement for that order type in calculating the credit "missed The definition of a installation commitment" and the associated exclusions are described in Attachment 6.2 CenturyLink will provide general repair and maintenance 3 to the Agreement Services on its facilities, including those facilities supporting CLSP Services purchased by CLEC. CenturyLink will repair October 25, 201 2/kjd/Praxis Ltd Co/ID/ CDS-121025-0003 Attachment 2— CLSP - (v8-8-1 1) 6 DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSP") AGREEMENT ATTACHMENT 2— CLSPTM Service Description • 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 will 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 will 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 Performance Measures and Reporting and CenturyLink QC Performance Assurance Plan (PIDIPAP) (for Washington only, if Washington 8.0 is selected by CLEC as indicated on the Signature Page to the Agreement). 8.1 If selected by CLEC under the terms and conditions of the Agreement and this Attachment, CenturyLink will, 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 the Agreement 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 Performance 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 0 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 PlDs 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 8.3 To select 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. 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. 8.5 Notwithstanding the dispute resolution provisions in the Agreement, the Parties will resolve any dispute, claim or controversy arising out of, or relating to, the PlO and/or PAP under the dispute resolution process described in the PAP. S October 25, 2012Ikjd/Praxis Ltd Co/ID! CDS-121025-0003 Attachment 2— CLSP - (v8-8-1 1) S S 0 DoiiSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD O ATTACHMENT 3 Performance Targets for CenturyLink CLSPTM Service . ATTACHMENT 3- Performance Targets for CenturyLink CLSPTM Service DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD FOC-1 - Firm Order Confirmations (FOCs) On Time Purpose: Monitors the timeliness with which CenturyLink returns Firm Order Confirmations (FOGs) 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 (F005) 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 FOG (e.g., EDI 997 transactions are not included.) • For FOG-IA, the interval measured is the period between the LSR received date/time (based on scheduled up time) and CenturyLink's response with a FOG notification (notification date and time). • For FOG-I B, the interval measured is the period between the application date and time, as defined herein, and CenturyLink's response with a FOG 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 will 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 Unit of Measure: Percent Reporting: Disaggregation Reporting: Regional level. Individual CLEC • FOG-IA: FOCs provided for fully electronic LSRs received via IMA- GUI or IMA-EDI FOG-I B: FOCs provided for electronic/manual LSRs received via IMA-GUI or IMA-EDI Formula: FOG-IA = ([Count 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 period)} x 100 FOG-I B = ([Count 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 FOG Notifications transmitted for the service category in the reporting period)} x 100 . . ATTACHMENT 3- Performance Targets for CenturyLink CLSPIM Service Page 2 Do&uSign Envelope ID: BBD4A2AI-3F4A-4FB8-B6EE-2C5C1 3BDA4FD Exclusions: • LSRs involving individual case basis (1GB) 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-IA, which only excludes hours outside the scheduled system up time.) • LSRs with CLEC-requested FOG arrangements different from standard FOG 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 capability to disallow duplicate LSR #'s.) • Invalid start/stop dates/times. Product Reporting: Performance Target: FOG-IA 95% within 20 minutes GLSP-POTS FOG-I B 95% within standard FOG intervals(specified below) Standard FOC Intervals Product Group NOTE I FOC Interval GLSP-POTS (1-39 lines) FOG-IA:20 Minutes FOG-! B24 hrs24hrs Availability: Performance will be measured beginning the first full month of GLSP service (for the following month's reporting). Notes: LSRs with quantities above the highest number specified for each I product type are considered 1GB. . ATTACHMENT 3- Performance Targets for CenturyLink CLSPTM Service Page 3 DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD 1CM-I - Installation Commitments Met Purpose: Evaluates the extent to which CenturyLink installs services for Customers by 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 C orders 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 Applicable 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, changed due date, if any. Reporting Period: One month 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: 1CM-IA Dispatches (Includes within MSA and outside MSA); and 1CM-1B No dispatches. • Results for products/services listed in Product Reporting under "Zone-type Disaggregation" will be reported according to installations: 1CM-IC_ Interval and _Zone _I_ _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. U C ATTACHMENT 3 - Performance Targets for CenturyLink CLSPTM Service Page 4 DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD Product Reporting Performance Target: MSA-Type: CLSP-POTS CLSP-POTS (Dispatch and No Dispatch) I Zone-Type: Availability: Performance will be measured beginning the first full month of CLSP service (for the following month's reporting). Notes: is ATTACHMENT 3- Performance Targets for CenturyUnk CLSFITm Service Page 5 DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD Oil-I - 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) subsequent to the original due date and (b) prior to a CenturyLink-initiated, changed due date, if NOTE I any. • 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 anEy following the Applicable Due Date, from the subsequent NOT 1 CLEC-initiated due date, if any. Reporting Period: One month Unit of Measure: Average Business Days 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: OIl-IA Dispatches (Includes within MSA and outside MSA); and 011-1 13 No dispatches. • Results for products/services listed in Product Reporting under "Zone-type Disaggregation" will be reported according to installations: OIl-IC Interval Zone I and Interval Zone 2 areas. Formula: [(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 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. • Orders involving individual case basis (ICB) handling based on quantities of lines or orders deemed to be projects. . . . ATTACHMENT 3- Performance Targets for CenturyLink CLSPTM Service Page 6 DocuSign Envelope ID: BBD4A2AI-3F4A-4FB8-B6EE-2C5C1 3BDA4FD Product Reporting: I MSA-Type - Reported As: CLSP-POTS Average business days Zone-Type - Performance Target: CLSP-POTS (Dispatched) 6 Days CLSP-POTS (No Dispatch) 3.5 Days Availability: Notes: 1. According to this definition, the Applicable Due Date can Performance will be change, per successive CLEC-initiated due date changes or measured beginning in the delays, up to the point when a CenturyLink-initiated due date first full month of CLSP change occurs. At that point, the Applicable Due Date service (for the following becomes fixed (i.e., with no further changes) as the date on month's reporting). 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 CLSPTM Service Page 7 DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD 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 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-IA Dispatches (Includes within MSA and outside MSA); and 00S24-1 B No dispatches. • Results for products/services listed in Product Reporting under "Zone-type Disaggregation" will be reported according to installations: O0S24-1 C Interval Zone I 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 O 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 official company services. • Records with invalid trouble receipt dates. • Records with invalid cleared or closed 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 8 DoduSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD Product Reporting: Performance Targets: MSA-Tvoe - • CLSP POTS Dispatch and Non-Dispatch Zone-Type - Availability: Notes: Performance will be measured beginning the first full month of CLSP service (for the following month's reporting). . n ATTACHMENT 3- Performance Targets for CenturyUnk CLSPTM Service Page 9 . DocuSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD MTTR-1 - Mean Time to Restore Purpose: Evaluates timeliness of repair, focusing how long it takes to restore services to proper operation. 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 Unit of Measure: Hours and Minutes 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: MTTR-IA 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-IC Interval Zone I 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 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 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 official company services. • Records with invalid trouble receipt dates. • Records with invalid cleared or closed 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 10 . DouSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD Product Reporting: Performance Target: MSA-Type - CLSP-POTS (No Dispatch) 5 Hours CLSP-POTS CLSP-POTS (Dispatched) 14 Hours Zone-Type - . Availability: Notes: Performance will be measured beginning in the first full month of CLSP service (for the following month's reporting). ATTACHMENT 3- Performance Targets for CenturyLink CLSPTM Service Page 11 S DocuSign Envelope ID: BBD4A2AI-3F4A-4FB8-B6EE-2C5C1 3BDA4FD 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-affecting. 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 missing data essential to the calculation of the measurement per the measure definition. . ATTACHMENT 3- Performance Targets for CenturyLink CLSPTM Service Page 12 DociSign Envelope ID: BBD4A2AI -3F4A-4FB8-B6EE-2C5C1 3BDA4FD Product Reporting: Performance Target: MSA Type: • CLSP-POTS Diagnostic Zone Type: S Availability: Performance will be measured beginning in the first full month of CLSPP service (for the following month's reporting). Notes: . ATTACHMENT 3- Performance Targets for CenturyLink CLSP 7m Service Page 13 4 . . 0 DocoSign Envclopo ID: BBD4A2AI-3F4A-4FB8-56EE-2C5CI3BDA4FD CenturyLink Local Services Platform (CLSP) Rate Page - Idaho A )flhl tihrn.uih Torm* 1092 shared Tl'sTtspontPurctT.uwd As Part of CLSP' 109.8.1 CLSP Residential. Business, and PAL in ID-S (Per MOU) $0 SRI, _________ PAL in ID-N, and PBX Analog Trunks (Per line/trunk) UGUST N$6.21 109.11 Local Switching Purchased As Part of CLSP" 109.11.1 Ports, Basic Plan 109.11.1.1 Analog Port _________ 109.11.12 Residential end user credit LAWUR 109.11.1.3 Effective CLSP" Residential Analog Port _________ $3.14 109.11.1.4 Digital Port (Supporting BRI ISDN) _________ $17.40 - 109.11.1.5 PBX DID Port ________ $7.30 109.11.2 Intentionally Blank 109.11.3 Ports, If 90% YOY Volume Retention Plan Requirements Are Met 109.11.3.1 Analog Port - $5.59 109.11.32 Analog Port. Residents[ end user credit LAWUR ($2.51) 109.11.3.3 Effective CLSP" Residential Analog Port _________ $3.08 109.11.3.4 Digital Port (Supporting BRI ISDN) _________ $17.40 109.11.3.5 PBX DID Port _______ $7.30 109.11.4 Intentionally Blank 109.11.5 Ports, If 115% VOY Volume Growth Plan Requirements Are Met 109.11.5.1 Analog Port _________ $4.35 109.11.52 Analog Port, Residential end user credit '.AWUR ($1.40 109.11.5.3 Effective CLSP Residential Analog Port __________ $2.951 1 109.11.5.4 Digital Port (Supporting SRI ISDN) _________ $17.40 109.11.5.5 PBX DID Port ________ $7.30 109.11.6 Intentionally Blank 109.11.7 Local Switch Usage 109.11.7.1 CLSP Residential, Business, and PAL in ID-S (PerMOU) 109.11.72 CLSP Centrex, ISDN SRI, PAL in ID-N, and PBX Analog Trunks (Per Line/Trunk) $0001343 'JGUFM $1.13 109.11.8 Switch Features - - 109.11.8.1 AccountCodes - perSystem PI $7 - 109.11.82 Attendant Access Line, per Station Line - $ - 109.11.8.3 Audible Message Wailing MGN,MWW $12.00 - 109.11.8.4 Authorization Codes,-per System AFYPS $85.0 - 109.11.8.5 Automatic Line ETVPB 109.11.8.6 Automatic Route Selection - Common Equipment per System F5GPG $220 109.11.8.7 Call Drop FID ONLY 109.11.8.8 Call Exclusion -Automatic $5.00 - 109.11.8.9 Call Exclusion - Manual HD $ 109.11.8.10CallForwardingBusy Line -IncomingOnly 69B1X $5.00 - 109.11.8.11CallForwardingDon't Answer IncomingOnly 69A_ 109.11.8.12Call Forwarding: Busy Line / Don't Answer ProgrammableServIce Establishment SEPFA $50 - 109.11.8.13CallForwarding:Don't Answer / Call ForwardingBusy Customer Programmable, Per Line FSW_ $10.00 - 109.11.8.14 Call Waiting Indication,-per Timing State WUT $25.00 - 109.11.8.15 Centres CommonEquipment HYE,HYS $160.00 - 109.11.8.16CLASS - Cat Trace,Per 0 NO USOC 109.11.8.17 CLASS - Continuous Red ial S_ 109.11.8.18 CLASS - Last Call Return NSQ_ 109.11.8.19 CLASS - Priority Calling NSK $10.00 - 109.11.820 CLASS - Selective CallForwarding NCE $10.0 - 109.11.8.21 CLASS - Selective Call Rejection FKQPN.NSY $10.0 109.11.8.22 Direct StationSelection/ BusyLampField,per Arrangement BUD $8.0 109.11.8.23 Directed CallPickup with Barge-in 6MD_ $80 - 109.11.8.24DirectedCallPickup withoutBarge-in 69D - $5.0 - 109.11.825 Distinctive Ring/Distinctive Call Waiting RNN_ $5.00 - 109.11.826 Expensive Route Warning Tone, per System AQWPS $90.00 - 109.11.827 Group Intercom GCN $8.00 - 109.11.8.28 Hot Line, per Line HLN,HLA $8. 109.11.829 Hunting: MutinositionHunt Queuing __. $5 _ 109.11.8.30 Hunting: Multipositon with Announcement inQueue MHW $5.00 - 109.11.8.31 Hunting: Multipoaltion withMusic inQueue MOHPS $100.00 - 109.11.8.32 ISDN Short Hunt NHGPG, GPN $10. 109.11.8.33Loudspeaker Paging,per Trunk Group PTOPG 109.11.8.34Make Busy Arrangements,per Group A9AEX, P89 $20 - 109.11.8.35Make Busy Arrangements, _per Line MB1 - $10 - 109.11.8.36MessageCenter,per MainStationLine MFR - $8 - 109.11.8.37Message Waiting Visual MV5 109.11.8.38 Music On Hold, per System MHHPS..,.,,_., $ - 109.11.8.39 Privacy Release K7KPK 109.11.8.40 Query Time QT1P1< 109.11.8.41 SMDR-P - Archived Data SR7CX $300.00 - 109.11.8.42 SMDR-P - Service Establishment Charge, Initial Installation SEPSP, SEPSIR $1 109.11.8.43StationCamp-OnService,per Main Station CPK - 109.11.8A4 Time of Day Control for AIRS, per System ATBPS •,, $125.00 - 109.11.8.45 Time of Day NCOSUpdate - 109.11.846 Time ot Day Routing, per Line 16TB 109.11.8A7 Trunk Verification fromDesignated Station BVS- $100.00 - 109.11.8.48UCDinHunt Group,per Lin JMHM . . CLSP Rate Sheet-V1 2.3-04.11.08 0—Sign Envelope ID: 8804A2A1-3F4A-4F88-80EE-2C5CI3BDA4FD CenturyLink'TM Local Services Platform (CLSPT 1I Rate Page - Idaho Jmniiwn, 4 201 1 thrnunh Tnrm* 109.11.8.49 Premium Port Features- Additional Charge $2.08 109.11.8.49.1 CMS - System Establishment- Initial Installation MBSXX $1000.00 - 109.11.8.49.2 CMS - System Establishment. Subsequent Installation CPVWO _________ $500.00 109.11.8.49.3 CMS - Packet Control Capability, per System PTGPS $1500.00 - 109.11.8.49.4 Conference Calling - Meet Me MJJPK $5.00 - 109.11.849.5 Conference Calling - Preset M09PK $5.00 - 109.11.8.49.6 Conference Calling - Station Dial (6-Way) GVT $5.00 - 109.11.9 Other 109.11.9.1 Custom Number 109.11.9.1.1 Idaho North See Applicable Centurytink Retail Tariff, Catalog or Price List less Discount (which will be provided pursuant to terms and conditions in CLECs CA). 6 109.11.9.1.2 Idaho South See Applicable Centurylink Retail Tariff, Catalog or Price List less Discount (which will be provided pursuant to terms and conditions in CLEC's ICA). 6 109.11.9.2 PBX DID Complex Translations Digits Oulpulsed Change Signaling $15.22 109.11.9.3 PBX DID Complex Translations Signaling Change $35.52 - 109.11.9.4 PBX DID Block Compromise $25.53 109.11.9.5 PBX DID Group of 20 Numbers $31.36 - 109.11.9.6 PBX DID Reserve Sequential # Block $25.38 - 109.11.9.7 PBX DID Reserve Nonsequential Telephone Numbers $23.67 - 109.11.9.8 PBX DID Nonsequential Telephone Numbers $33.18 - 109.11.10 Subsequent Order Charge NHCUU $12.17 4 109.11.11 CenturyLink (QC) intraLATA Toil, LPIC 5123 109.11.11.1 Idaho North See Applicable Centuryt.ink Retail Tariff. Catalog or Price List less Discount (which will be provided pursuant to terms and conditions in CLEC's ICA). 6 109.11.11.2 Idaho South See Applicable CenturyLink Retail Tariff, Catalog or Price List less Discount (which will be provided pursuant to terms and conditions in CLEC's ICA). 6 109.20 Miscellaneous Charges 109.201 Design - North 109.20.1.1 Maintenance of Service 109.20.1.1.1 Basic 109.20.1.1.1.1 First Increment MVWXX CC - 109.20.1.1.1.2 Each Additional Increment MVW1X CC - 109.20.1.1.2 Overtime 10920.1.1.2.1 First Increment MVWOX 109.20.1.1.2.2 Each Additional Increment MVW2X 109.20.1.1.3 Premium 109.20.1.1.3.1 First Increment MVIIVPX 109.20.1.1.3.2 Each Additional Increment MVIIV3X CC 109.20.1.2 Optional Testing (Additional Labor) 109.20.1.2.1 Basic. First and Each Additional Increment OTNBX 109.20.1.2.2 Overtime, First and Each Additional Increment OTNOX 10920.12.3 Premium. First and Each Additional Increment OTNPX 10920.1.3 Dispatch (Additional Dispatch - No trouble found) VT6DC 10920.1.4 Dispatch for Maintenance of Service - No Trouble Found VT60M 109.20.2 Design and Non-Design - North 109202.1 Trip Charge - Premises Visit Charge SCO 10920.2.2 Premises Work Charge 1092022.1 Basic 1092022.1.1 First Increment HRD1 1 1092022.12 Each Additional Increment HRDA1 CC - 10920222 Overtime 10920.222.1 First Increment HRDI2 10920.2.22.2 Each Additional Increment HRDA2 ** - 1092022.3 Premium 10920.22.3.1 First Increment HRD13 en - 1092022.32 Each Additional Increment HRDA3 en - 10920.2.3 Network Premises Work Charge 10920.2.3.1 Basic, First Increment HRR1 1 CC - 10920.2.3.2 Basic, Each Additional Increment HRRAI 109202.3.3 Overtime, First Increment HRR12 109202.3.4 Overtime, Each Additional Increment HRRA2 _________ 10920.2.3.5 Premium, First Increment HRR13 . . CLSPre Rate Sheet-V1.2.3- 04.11.08 DuvoSign Envelope ID: BBD4A2AI4F4A.4FB8.eOEE-2C5CI3BDA4FD CenturyLink Local Services Platform (CLSP") Rate Page - Idaho I....ven.o, A ft41 Ihn...nh Tmrm* 109.20.2.3.6 Premium, Each Additional Increment IRRAS 109.20.24 Date Change VT6DC Design Change '128 CC - Expedite Charge, Per day advanced IIODOB Cancellation Charge No USOC ICB - 109.20.3 Non-Design - South 109203.1 Network Premises Work Charge 109.20.3.1.1 All Hours, 1st 15 minutes HRH11 109.20.3.1.2 All Hours, next three 15 minutes liRi-IAI 109.20.3.1.3 All Hours, as addt'l 15 minutes HRDA1 109.20.4 Design - South 109.20.4.1 Maintenance of Service 10920.4.1.1 Basic 109.20.4.1.1.1 First Increment MVWXX 10920.4.1.1.2 Each Additional Increment MVW1X 109.20.4.12 Overtime 109.20.4.12.1 First Increment MVWOX CC - 10920.4.122 Each Additional Increment MVW2X 10920.4.1.3.1 Premium 10920.4.1.3.1 First Increment MVWPX 10920.4.1.32 Each Additional Increment MVW3X 10920.42 Optional Testing (Additional Labor) 109,20.4.2.1 Basic. First and Each Additional Increment 1)11'IBX 109.20.4.2.2 Overtime, First and Each Additional Increment OThOX 10920.42.3 Premium, First and Each Additional Increment OTNPX ** - 109.20.4.3 Dispatch (Additional Dispatch - No trouble found) VT6DC 10920.4.4 Dispatch for Maintenance of Service - No Trouble Found VT6DM 10920.4.5 Network Premises Work Charge 10920.4.5.1 Basic 10920.2.5.1.1 Firstlncrement HRH11 109202.5.12 Each Additional Increment HRHAI 10920.4.52 Overtime 109.202.52.1 First Increment HRH12 no - 109.20.2.5.2.2 Each Additional Increment HRHA2 *0 - 109.20.4.5.3 Premium 109202.5.3.1 First Increment HRHI3 0* - 109.20.2.5.3.2 Each Additional Increment HRHA3 109.20.5 Design and Non-Design - South 109.20.5.1 Trip Charge- Premises Visit Charge NRTCY 109.20.5.2 Premises Work Charge 10920.52.1 Basic 109.20.52.1.1 Firstincrement E1RD11 ** - 109.20.5.2.1.2 Each Additional Increment HRDA1 109.20.522 Overtime 109.20.5.2.2.1 First Increment HRD12 10920.5222 Each Additional Increment HRDA2 109.20.5.2.3 Premium 10920.52.3.1 First Increment HRDI3 CC - 10920.52.32 Each Additional Increment HRDA3 10920.5.3 Date Change VT6DC 10920.5.4 Design Change H28 109.20.5.5 Expedite Charge, Per day advanced F.ODDB 10920.5.6 Cancellation Charge No USOC ICB - 109.23 CLSP" Installation and Conversion Nonrecurring Charges (NRCs) 109.23.1 Conversion Nonrecurring Charges 10923.1.1 CLSP"' Biness, Centrex, PAL, and PBX Analog non-DID Trunks, Residential 109.23.1.1.1 First Line (Mechanized) URCCU $1.50 - 109.23.1.1.2 Each Additional Line (Mechanized) URCCY $0.50 - 109.23.1.1.3 First Line (Manual) 'IRCCV $15.00 - 109.23.1.1.4 EachAdditionalLine(Manual) URCCZ $3.00 - 10923.12CLSP"PBX DID Trunks - 10923.12.1 First Trunk LIRCCD $28.84 109.23.1.22 Each Additional _________ _________ $213 - 10923.1.3 CI-SP- ISDN BRI 109.23.1.3.1 First URCCU $30.66 - 109.23.1.3.2 Each Additional _________ ________ $2.7 - 109.23.2 Installation Nonrecurring Charges 109232.1CLSPve Business, Centre,,, PAL, and PBX Analog non-DID Trunks,Residential 109.23.2.1.1 First Line (Mechanized) NHCRA I $50.00 - 10923.2.12 Each Additional Line (Mechanized) NHCRC $18.Ou - 109.23.2.1.3 First Line(Manual) NHCRB 1 $75.00 - 10923.2.1.4 Each Additional Line (Manual) NHCRD 1 $20.00 - [i CLSpre Rate Sheet-V1 2.3-04.11.08 DocoSlgn Envelope D BBD4A2AI-3F4A-4FB8.BOEE-2C5CI3BDA4FD CenturyLink'TM Local Services Platform (CLSP) Rate Page - Idaho A 9A4 Ih.n..nh Tc,rnl* 10923.2.2 CLSPna Analog DID PBX Trunks $1521 109.23.2.3 CLSP'° ISDN-BRI _________ $272.96 109.23.3 CenturpLlnkAiN Features 109.23.3.1 Idaho North See Applicable CenturyLink 6 Retail Tariff, Catalog or Price List less Discount (which will be provided pursuant to terms and conditions in CLEC'S ICA). 10923.3.2 Idaho South See Applicable Centurytink 6 Retail Tariff, Catalog or Price List less Discount (which will be provided pursuant to terms and conditions is CLEC's ICA). 109.23.4 CenturyLirik Voice Messaging Services 109.23.4.1 Idaho North See Applicable CenturyLink 6 Retail Tariff, Catalog or Price List less Discount (which will be provided pursuant to terms and conditions in CLEC's ICA). 109.23.42 Idaho South See Applicable CenturyLink 6 Retail Tariff, Catalog or Price List less Discount (which will be provided pursuant to terms and conditions in CLECs ICA). 112 Operational Support Systems 112.1 Develoments and Enhancements, per Local Service Request All charges and increments equal the comparable charges and Increments provided in the - - 112.2 Ongoing Operations, per Local Service Request 112.3 Daily Usage Records File, per Record CenturyLink Wholesale PCAT. Notes Universal Service Order Codes (US005) have been provided in an effort to ease item description and USOC association with charges. In the event USOCs are inaccurate or are revised. CenturyLink reserves the right to correct the Rate Sheet. In the event of any significant change(s), notification will be provided via the standard notification See Applicable CenturyLink Retail Tariff, Catalog or Price List for all charges and Increments. 1 CLSP'° Business and Residential services utilize the same Claus of Service and One Universal Service Order codes (US005). CLSP'° Residential services will be billed at the Analog Port rate and only those lines that specifically quality for and are identified as serving a residential end-user customer by the presence of the LAWUR USOC will receive the Residential end user credit 2 CLSP°° service includes nondiscriminatory access to all vertical switch features that are leaded in CenturyLink's End Office Switch. See the PCAT for all compatible and available vertical switch features. Only vertical switch features with Non-Recurring, Recurring, or Per Occurrence charges are listed. Non-Recurring charges are applicable whenever a feature is added - whether on new installation, conversion, or change order activity. Those vertical switch features not listed have a rate of $0 for Monthly Recurring, Non-Recurring, or Per Occurrence charges. 3 Reserved for future use. 4 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 or Service, denying or restoring service, adding, removing, or changing features, and other similar requests. 5 CLSP"° ISDN BRI and PBX are "Design". Remaining CLSP°° services are "Non-Design". AN charges and increments shaft be the same as the comparable charges and Increments provided in CenturyLink Retail Tariffs, Catalogs, or Price Lists and are subject to change based on changes in those underlying CenturyLink Retail Tarifib, Catalogs, or Price Lists. In the event a rate changes, notification will be provided via the standard notification process. 6 Where the service has been deemed to be a Telecommunications Service, the Discount will be provided pursuant to CLEC's ICA. Where the service is not a Telecommunications Service, the discount will be 18%. . 0 CLSPra Rate Sheet-Vi .2.3- 04.11.08 4