20150323Application.pdf

GENTURYLINK
1600 7th Avenue, Room 1506
Seattle, Washington 98191
(206) 73$s178
Maura E. Reynolds
Paralegal
Regulatory Law
March 20,2015
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Via Overnight delivery
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W est Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Cwo-T t5'o-LRe: Case No.: [Newl
Application for Approval of Broadband for Resale
Service Agreement
Dear Ms. Jewell:
Enclosed is a revised Application for Approval of Broadband for Resale Agreement. This
Application corrects the inconsistencies in the previously submitted application. 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 conceming the enclosed. Thank you for your
assistance in this matter.
Sincerely,
MEP/jga
Enclosures
t" i\ou,r,n'Ulrlotos
Maura E. Reynotd(
LisaA Anderl (WSBA# 13236)
Centurylink
1600 7th Ave, Room 1506
Seattle, Washington 98 I 91
Telephone: (206) 3 45 -l 57 4
Lisa. anderl@centurylink. com
APPLICATION OF QWEST
CORPORATION dba CENTURYLINK QC
FOR APPROVAL OF TIIE BROADBAIID
FOR RESALE SERVICE AGREEMENT
WITH IONEX CORPORATIONS NORTH,
INC. dba BIRCH COMMUNICATIONS
FOR TIIE STATE OF IDAHO PURSUAIIT
To 47 U.S.C. $2s2(e)
ApprrcerroN ron AppRover- or CBR SERVIcE AcRErusNr - I
IoNex CoN,rrvruNrc^a.noNs NoRTH, [Nc. DBA BIRCH CoutvtuNrcertoNs
,' . ,-, ] .
?f 1[ !{F.R 23 Pii 2: 2-l
BEFORE THE IDAIIO PUBLIC UTILITIES COMMISSION
cAsE No., CwE, -T-I5-O)-
APPLICATION FOR APPROVAL OF
BROADBAND FOR RESALE
AGREEMENT
Qwest Corporation dba CenturyLink QC ("CenturyLink") hereby files this Application
for Approval of CenturylinkrM Broadband for Resale (CBR) 201 I Service Agreement between
Qwest Corporation dba CenturyLink QC and Ionex Communications North, Inc. dba Birch
Communications for the State of Idaho ("Agreement"). The Agreement with Ionex
Communications North, Inc. dba Birch Communications ("Birch") is submitted herewith.
This Agreement was reached lhrough 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 (he "Act").
Section 252(e)(2) of the Act directs that a state Commission may reject an agreement
reached through voluntary negotiations only if the Commission finds that: the agreement (or
portion(s) thereof) discriminates against a telecommunications carrier not a party to this
CenturyLink
1600 7* Ave., Suite 1506
Seattle, WA 98191
Telephone: [phone]
agreement; or the implementation of such an agreement (or portion) is not consistent with the
public interest, convenience and necessity.
CenturyLink respectfully submits that this Agreement provides no basis for either of
these findings, and, therefore requests that the Commission approve this Agreement
expeditiously. This Agreement 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 Agreement will enable
Birch Communications to interconnect with CenturyLink facilities and to provide customers with
increased choices among local telecommunications services.
CenturyLink further requests that the Commission approve this Agreement without a
hearing. Because this Agreement 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.
Respectfully submitted this 18th day of March,2}I5.
CENTURYLINK
Lisa A.
Attorney for CenturyLink
AppLrcATIoN FoR AppRovAr- on CBR Senvrce Acnneumr - 2
IoNex CouuuNrcATroNs NoRTH, INc. osn BRcH CoMrutnrrcATroNs
CenturyLink
1600 7s Ave., Suite 1506
Seattle, WA 98191
Telephone: [phone]
CERTIFICATE OF SERVICE
I hereby certiff that on this 18ft day of March,2015,I served the foregoing
Application for Approval Broadband for Resale (CBR) Service Agreement upon all parties
ofrecord in this matter as follows:
Jean Jewell, Secretary
Idaho Public Utilities Commission
47 2 W est Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
ij [e-mail]
Chris Bunce
Sr. VP and General Counsel
Birch Communications
2323 Ctrand Boulevard, Suite 925
Kansas City, Missouri 64108
Kristen Welty
Director - Vendor & Contract Management
Birch Communications
140 Gateway Drive, Suite A
Macon, Georgia 31210
Hand Delivery
U. S. MailXX Overnight Delivery
Facsimile
Email
Hand DeliveryXX U. S. Mail
Overnight Delivery
Facsimile
Email
Hand Delivery
U. S. Mail
Overnight Delivery
Facsimile
Email
xx
AppLICATToN ron AppnovAl oF CBR Srnvrce AcnreN4ENr - 3
IoNEx CouuuNrcerroNs NoRTH, INC. DBA BR.cn CourvruHtcATroNs
CenturyLink
1600 76 Ave., Suite 1506
Seattle WA 98191
Telephone: [phone]
Docu Sig n Enve lo pe I D : 31 8F7384-B 409-4730-97 C5-558642F9870 1
CENTURYLINKTM BROADBAND FOR RESALE (CBR) 2011 SERVICE AGREEMENT
This CenturyLinkn Broadband for Resale (CBR) 201 1 Master Services Agreement, together with the Attachments hereto,
incorporated herein by reference ("Agreement") is between Qwest Corporation dba CenturyLink QG ("Genturylink"), a
Colorado corporation, and lonex Communications North, lnc. dba Birch Communications ("CLEC"), a South Dakota
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.
By:
Qurest Corporation dba Cenl
-DGusignedby:/. T, 0A,*ab"oo*
Name: L. T. Christensen
Title: Director-WholesaleContracts
3/2/20ts
Date:
Title:
3/2/20LsDate:
lonex Communications North, lnc. dba Birch
U^ns fiwxow
NOTICE INFORMATION: All written notices required under this Agreement shall be sent to the following:
CenturvLink: With coov to:
Director - lnterconnection Agreements CenturyLink Legal Department
930 '15th Street, 6th Floor Whdesale lnterconnection
Denver, CO 8Ot2O2 1801 Califomia Street, gth Floor
Phone: 303$72-2879 Denver, CO 84202Fax:303$72-2713 Phone: 303-383€553
Email: [e-mail] Email: [e-mail]
CLEC: With coovto:
Chris Bunce Kristen Welty
Sr. VP & General Counsel Director - Vendor & Contract Management
Birch Communications Birch Communications
2323 Grand Blvd, STE 925 140 Gateway Drive, STE A
Kansas City, MO 64108 Macon, GA 31210
Phone: [phone] Phone: [phone]
Email: [e-mail] Email: [e-mail]
APPLICABLE STATEST
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:
X Arizona
ColoradoX ldaho
lowa
Minnesota
Montana
Nebraska
New Mexico
North Dakota
Oregon
South Dakota
Utah
Washington
Wyoming
January 'l9,2O14lmmsllonex dba Birch/(AZ, lD)
CenturyLinkrM Broadband for Resale (CBR) 201 1 MSA - (v92313)Pagelofll
DocuSign Envelope lD: 3'l 8F7384-8409-4230-97C5-558642F98701
CenturyLink and CLEC hereby mutually agree as follows:
1.Definitions. Capitalized terms used lerein are defined in
Attachment 1.
2. Eflectlve Date. This Agreemert is efiective upon the
date that it is fully executed by all of the Parties and the applicable
preorder information of the lnterconnection Agreement between the
Parties is completed in the appropriate State indicated above
("Effective Date').
3.Term. The term of this Agreement begins on the
Effective Date and will continue on a month-to-rnonth basis until it is
terminated by either Party, with at least ninety (90) Days prior written
notice, or replaced by a successor agreement.
4.1 The Services ("Services") described in this Agreement will
only be proMded in CenturyLink's incumbent Local Exchange Carrier
(LEC) seMce territory in the states of Arizona, Colorado, ldaho, lowa,
Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon,
Sorlth Dakota, Utah, Washingrton and Wyoming.
4.2 ln the event of a conflict in any term of any documents that
govern the proMsion of SeMces hereunder, the followirg order of
precedence will apply in descending order of control: an Attachment,
this Agreement, and any efiective Order Form hereunder. The Parties
agree that the Services offered and purchased under this Agreement
are subjec{ to compliance with Applicable Law; and obtaining any
domestic or foreign approvals and authorizations required or adMsable.
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 Efiective Date ('Existing Rules"). Nothing in this Agreement shall
be deemed an admission by CenturyLink or CLEC conceming the
interpretation or efiect 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 lf 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 seMces under this Agreement, CLEC must be a
certified CLEC under Applicable Law. CLEC may not purchase or
utilize SeMces covered under this Agreement for its own
administrative use or for the use by an Affliate.
4.6 The Parties agree that SeMces provided under this
Agreement are not subject to the CenturyLink Wholesale Change
Management Process (CMP), Centurylink QC Performarrce lndicator
Definitions (PlD), CenturyLink QC Performance Assurance Plan (PAP),or any other wholesale seMce quality standards, or liquidated
damages and remedies. CLEC hereby waives any rights it may have
under the PlD, PAP and all other wholesale seMce 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 interfaces. Change
January 19, 2O1 4lmmsllonex dba Birch/(AZ, lD)
CenturyLinkrM Broadband for Resale (CBR) 201 1 MSA - (v$2313)
requests common to shared systems and processes subject to CMP
will continue to be addressed via the CMP procedures.
5. CLEC lnformatiott. CLEC agrees to work with CenturyLinkin 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 cawed by CLEC's failure to
promptly complete or update the questionnaire.
6. Flnandal Terms.
6.1 Rates and Terms. Attachment 2 hereto specifies the
description, terms, and conditions specific to the Service. Applicable
rates are incorporated into this Agreement by reference. The Parties
agree that the referenced rates are just and reasonable.
6.2 Taxes. Fees. and other Govemmental lmpositions.
All charges for Services provided herein are exclusive of any federal,
state, or local sales, use, excise, gross receipts, transac'tion or similar
taxes, fees or surcharges ("Tax" or "Taxes"). Taxes resulting from the
performance of this Agreement shall be borne by the Party upon which
the obligation for payment is imposed under Applicable Law, even if
the obligation to collect and remit such Taxes is placed upon the other
Party. However, where the selling Party is specifically permitted by
Applicable Law to collect such Taxes from the purchasing Party, such
Taxes shall be borne by the Party purchasing the services. Taxes
shall be 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. lf 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, proMded
that the Contesling Party has paid the Tax contested. lf 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. lf a Party
becomes aware that any Tax is inconectly 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 inconectly 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 ourn services provided to its own
Customers.
7. lntellectua! Propertv.
7.'l Except for a license to use any facilities or equipment
(including software) solely for the purposes of this Agreement or to
receive SeMce solely as provided in this Agreement or as specifically
required by the then-applicable federal rules and regulations relating to
SeMces 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
Page2of11
DocuSign Envelope lD: 31 8F7384-B 4O9-4230-97C5-558642F98701
by either Party. Neither Party may use any patent, copyrigttt, trade
name, trademark, seMce mark, trade secret, nor other proprietary
interest or intellectual property, now or hereafler owned, controlled or
licensable by either Party withor.rt execution of a separate written
agreement between the Parties.
7.2 Subjed to the general lndemnity provisions of this
Agreement, each Party (an lndemnifying Party) shall indemnify and
hold the other Party (an lndemnified Party) harmless from and against
any loss, cost, expense or liability arising out of a claim that the
services provided by the lndemnifying Party proMded or used pursuant
to the terms of this Agreement misappropriate or otheruvise violate the
intellectual property riglrts of any third party. The obligation for
indemnification recited in this paragraph shall not extend to
infringement which results fom:
A. any combination of the facilities or seMces of the
lndemnifuing Party with facilities or services of any other Person
(including the lndemnified Party but excluding the lndemnifying
Party and any of its Afiiliates), which combination is not made by
or at the direction of the lndemnifying Party or is not reasonably
necessary to CLEC's use of the Services ofiered by CenturyLink
under this Agreement; or
B. any modification made to the facilities or services of the
lndemnifring Party by, on behalf of, or at the request of the
lndemnified Party and not required by the lndemnifling Party.
7.3 ln the event of any claim, the lndemnifying Party may, at its
sole option, obtain the right for the lndemnified Party to continue to use
any infringing facility or service or replace or modify any infringing
facility or service to make such facility or seMce non-infringing.
7.4 lf the lndemnifoing Party is not reasonably able to obtain the
right for continued use or to replace or modi! the facility or service as
provided above and either the facility or seMce is held to be infringing
by a court of competent jurisdiction or the lndemniffing Party
reasonably believes that the facility or service will be held to infringe,
the lrdemnifiing Party will notiry the lndemnified Party and the Parties
will negotiate in good faith regarding reasonable modifications to this
Agreement necessary to mitigate damage or comply with an injundion
which may result from such infingement or allow cessation of further
infringement.
7.5 The lndemnifying Party may request that the lndemnified
Party take steps to mitigate damages resulting from the infringement or
alleged infringement including, but not limited to, accepting
modifications to the facilities or seMces, and such requesl 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 SeMces
as contemplated hereunder and at least in the same manner used by
CenturyLink for the SeMces provided hereunder. CenturyLink shall
notif, CLEC immediately in the event that CenturyLink believes it has
used its commercially reasonable effofis to obtain such rights, but has
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 Sec'tion 7.2, preceding.
7.7. Neither Party shall witholrt 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 pafi 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
January 19, 2014lmms/lonex dba Birch/(M, lD)
CenturyLinkrM Broadband for Resale (CBR) 201 1 MSA - (vS2113)
and ils goods and services; or with respect to its marketing, advertising
or promotional activities or materials, state or imply that the seMces
are in any way associated with or originated from the other Party or
any of its Afiiliates. ln 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. Withorrt limiting the foregoing, CLEC
must not use a name, trademark, service mark, copyright or any other
intellectual property owned by CenturyLink or its Afiiliates, except that
CLEC may communicate that CenturyLink is one of the underlyirg
carriers from which CLEC purchases seMces 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
tom the other Party or its Affiliates or otherwise attempt to sell its End
User Customers using the name of the other Party or its Afiiliates.
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 Afiiliates 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. Finandal Responslbllltv. Pavment and Securitv.
8.'1 Pg@!_SEg!!g. Amounts payable under this
Agreement are due and payable within thirty (30) Days after the date of
invoice ("Payment Due Date"). lf 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.
lf 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 inwice
is the same as if the invoice were billed on paper, not the date the
electronic delivery occurs. lf CLEC fails to make payment on or before
the Payment Due Date, CenturyLink may invoke all available rights
and remedies.
8.2 Gessation of Order Processino. CenturyLink may
discontinue processing orders for SeMces for any breach by CLEC of
this Agreement, including without limitation, the failure of CLEC to
make full payment for SeMces, less any good faith dispr.ted amount
as proMded for in this Agreement, within thirty (30) Days following the
Payment Due Date proMded that CenturyLink has first notified CLEC in
writing at least ten (10) business days prior to discontinuing the
processing of orders for Services. lf 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,
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.
ln addition to other remedies that may be avrailable at law or equity,
CenturyLink reserves the right to seek equitable relief including
injunctive relief and specific performance.
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8.3 Disconnection. CenturyLink may disconnect any SeMces
proMded 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, fuilure by CLEC to make full
payment for such Services, less any good faith disputed amount as
provided for in this Agreement, within thirty (30) Days following the
Payment Due Date proMded 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 under this {greement
required to reconnect Services for each End User Customer
disconnected pursuant to this Section 8.3. ln case of swh
disconnection, all applicable undisputed charges, including termination
charges, will become due and payable. lf 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 SeMces. For reconnection of the Service to occur, CLEC will be
required to make full payment of all past and current undispr.fied
charges under this Agreement for Services and CenturyLink may
require a deposit (or recalculate the deposit) pursuant to Section 8.5.
ln addition to other remedies that may be available at law or equity,
CenturyLink reserves the right to seek equitable relief, irrcluding
injunctive relief and specific performance. Notwithstanding the
foregoing, CenturyLink will not effect a disconneciion 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 subjec{ to CLEC's
reasonable diligence in effecting such compliance.
8.4 Billino Elisputes. 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 proMde 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. lf CLEC disputes charges and does not pay such charges by
the Payment Due Date, such charges may be subject to late
payment charges. lf 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 resoh.rtion. CLEC may not
continue to withhold the disputed amount following the initial
resolution while pursuing further dispute resolution. lf 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 resolntion of the dispute.
B. lf CLEC pays the disputed charges and the disptde is
resolved in favor of CenturyLink, no further action is required. lf
CLEC pays the charges disputed at the time of payment or at any
time thereafter, and the dispute is resolved in favor of CLEC,
CenturyLink will adjust the Billing, usually within two Billing cycles
after the resolution of the dispute, as follows: CenturyLink will
credit CLEC's bill for the disputed amount and any associated
interest; or if the disputed amount is greater than the bill to be
credited, pay the remaining amount to CLEC.
C. The interest calculated on the disputed amounts will be the
same rate as late payment charges. ln no event, however, will
any late payment charges be assessed on any previously
assessed late payment charges.
January 19,2Ol4lmmsllonex dba Birch/(M, lD)
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D. lf CLEC fails to dispute a rate or charge within sixty (@)
Days followirg 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 Securitv Deposlts. ln 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 rp 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 discor{inuance of the
processing of orders by CenturyLink due to a preMous 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 SeMce. "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 inevocable
bank letter of credit, a letter of credit with terms and conditions
acceptable to CenturyLink, or some other form of mutually acceptable
security such as a cash deposit. The deposit may be adjusted by
CLEC's actual monthly average charges, paymeril history under this
Agreement, or other relevant factors, but in no event will the security
deposit exceed five million dollars ($5,000,m0.m). 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
Sec{ion 8.3 of this Agreement.
8.6 lnterest on Deposlts. Any interest earned on cash deposits
will be credited to CLEC in the amount ac{ually 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 sr.rch deposits are not subjed 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 fac{ thata deposit has been made does not relieve CLEC from any
requirements of this Agreement.
8.7 Late Pawrent Charoe. lf 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 value)
which may be levied by law for commercial transactions, compounded
daily for the number of Days from the Payment Due Date to and
including the date that CLEC actually makes the payment to
CenturyLink; or (ii) 0.000407 per Day, compounded daily for the
number of Days fom the Payment Due Date to and including the date
that CLEC ac,tually 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
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unless those functions and obligations are specifically agreed to by the
parties in this Agreement or in an amendment to this Agreement.
9. Conversions. lf 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 srrch services to a Service
under this Agreement, the conrrersion 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 arnngement. Nothing herein will be
conslrued as expandirg the rights otherwise granted by this
Agreement or by law to elect to make such conversions.
10. CustomerGontacts. CLEC, or CLEC's authorized agent, is
the single point of contact for its End User Customers' service needs,
including without limitation, sales, seMce 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 contac{ CenturyLink. ln
responding to calls, neither Party will make disparaging remarks about
the other Party. To the extent the corred provider can be determined,
misdirected calls received by either Party will be referred to the proper
provider; however, nothing in this Agreement shall be deemed toprohibit 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 ln 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. ln no case will CenturyLink be
responsible for providing such notice to CLEC's End User Customers.
11. Default and Breach. lf eilher 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 SeMces 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 Liatrilitv.
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 obligations under this Agreement,
neither Party shall be liable to the other for indirect, incidental,
consequential, exemplary, punitive, or special damages, irrclding,
without limitation, damages for lost profits, lost revenues, lost savings
sufiered by the other Party regardless ofthe form ofaction, whether in
contract, warranty, strict liability, tort, including, withor.rt limitation,
negligence of any kind and regardless of whether the Parties know tlre
possibility that such damages could result.
12.3 Nothing contained in this Section will 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
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per cent (1 0006) of the annualized run rate of total amounts charged by
CenturyLink to CLEC under this Agreement.
12.4 CenturyLink will incur no liability to CLEC for any withdrawal
of, interference with, or degradation to SeMce proMded to CLEC's End
User Customers caused by CenturyLink's deployment of Remote-
Based DSL.
13. lndemnitv.
13.'l The Parties agree that unless otherwise specifically set forth
in this Agreemerrt, the following constitute the sole indemnification
obligations between and among the Parties:
A. Each Party (the lndemnifing Party) agrees to release,
indemnifu, defend and hold harmless the other Party and each ofits officers, directors, employees and agents (each, an
lndemnitee) 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 attomeys' fees), whether suffered, made,
instituted, or asseded 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 lndemnifuing Party's
breach of or failure to perform under this {greement, regardless
of the form of adion, whether in contract, warranty, strict liability,
or tort including (without limitation) negligence of any kind.
B. ln the case of claims or losses alleged or incurred by an End
User Customer of either Party arising out of or in connection with
SeMces provided to the End User Customer by the Party, the
Party whose End User Customer alleged or incuned such claims
or loss (the lndemnifying Party) shall defend and indemnify the
other Party and each of its ofiicers, directors, employees and
agents (each, an lndemnified Party) against any and all such
claims or loss by the lndemnifying Party's End User Customers
regardless of whether the underlying Service was provided or was
proMsioned by the lndemnified Pafty, unless the loss was caused
by the gross negligence or willful misconduct of the lndemnified
Party. The obligation to indemnifo with respect to claims of the
lndemnifying 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
lndemnified Party.
13.2 The indemnification provided herein is conditioned upon the
following:
A. The lndemnified Party will promptly noti! the lndemnifying
Party of any action taken against the lndemnified Party relating to
the indemnification. Failure to so notify the lndemnifying Party willnot relieve the lndemnifyirg Party of any liability that the
lndemnifuing Party might have, except to the extent that such
failure prejudices the lndemnifying Party's ability to defend such
claim.
B. lf the lndemnifying Party wishes to defend against such
action, it will give written notice to the lndemnified Party of
acceptance of the defense of such action. ln such event, the
lndemnifying Party has sole authority to defend any such action,
including the selection of legal counsel, and the lndemnified Party
may engage separate legal counsel only at its sole cost and
expense. ln the event that the lndemnifying Party does not
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accept the defense of the action, the lndemnified Party has the
right to employ counsel for such defense at the expense of the
lndemnifiing 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. ln no event will the lndemnifying Party settle or consent to
any judgment for relief other than monetary damages pertaining
to any such action withont the prior written consent of the
lndemnified Party. ln the event that the lndemnified Party
withholds consent, the lndemnified Party may, at its cost, take
over such defense; provided that, in such event, the lndemniffing
Party shall not be responsible for, nor shall it be obligated to
indemnif, 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 SeMces 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
DISCI.AIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING
WTHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
TITLE OR NON-INFRINGEMENT OF THIRD PARry RIGHTS.
15. Relationship. Except to the limited extent expressly
provided in this Agreement, neither Party has the authority to bind the
other by contract or otherwise or make any representations or
guarantees on behalf of the other or otherwise act on the other'sbehalf. The relationship arising from this Agreement does not
cons{itute 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 SeMces.
16. Assionment.
16.1 Either Party may assign this Agreement without the other
Party's prior written consent: (a) in connec{ion with the sale of all or
substantially all of its assets; (b) to the surviving entity in any merger or
consolidation; (c) to an entity that it controls, is controlled by, or it
commonly controls; or (d) to satisfy a regulatory requirement imposed
upon a party by a governmental body with appropriate authority;
provided such Party gives the other Party thirty (30) Days prior written
notice of such assignment and that the assignee acknowledge in
writing its assumption of the obligations of the assignor hereunder.
Any assignee of CLEC must have a financial standing and
creditworthiness equal to or better than CLEC's, as reasonably
determined by CenturyLink, through a generally accepted, third party
credit rating index (e.9., D&B, S&P, etc.). Any other assignment will
require the prior written consent of the other Party, which will not be
unreasonably withheld.
16.2 ln the event that CenturyLink transfers to any unaffiliated
party exchanges, including End User Customers that CLEC serves in
whole or in part through SeMces provided by CenturyLink under this
,\greement, 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
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CenturyLinkrM Broadband for Resale (CBR) 201 1 MSA - (v92313)
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.
ln 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. Reportinq Requirements. lf 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. ConfidentialitVNondisclosure.
19.1 Neither Party will, without the prior written consent of the
other Party (a) issue any public announcement regarding, or make any
other disclosure of the terms of, this Agreement or use the name or
marks of the other Party or its Affiliates; or (b) disclose or use (except
as expressly permifted by, or required to achieve the purposes of, this
,\greement) the Confidential lnformation of the other Party. Consent
may only be given on behalf of a Party by its Legal Department.
However, a Party may disclose Confidential lnformation if required to
do so by a governmental agency, by operation of law, or if necessaryin 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 bestprotect the Confidential lnformation from further disclosure.
Notwithstanding the foregoing, if repofting or filing obligations or
requirements are imposed upon CenturyLink by any third party or
regulatory agency in connection with this Agreement, CLEC agrees toassist CenturyLink in complying with such obligatiom and
requirements, as reasonably required by CenturyLink and to hold
CenturyLink harmless for any failure by CLEC in this regard.
CenturyLink's compliance with any regulatory filing obligation will not
conslitute a violation of this section. Each Party will use reasonable
efiofts to protec{ the other's Confidential lnformation, and will use at
least the same efforts to protect such Confidential lnformation as the
Party would use to protect its own.
19.2 All Confidential lnformation will remain the property of the
disclosing Party. A Party who receives Confidential lnformation via an
oral communication may request written confirmation that the materialis Confidential lnformation. A Party who delivers Confidential
lnformation via an oral communication may request written
confirmation that the Party receiMng the information understands that
the material is Confidential lnformation. Each Party has the right to
correct an inadvertent failure to identifo information as Confidential
lnformation by giving written notification within thirty (30) Days after the
information is disclosed. The receiMng Party will from that time
forward, treat such information as Coffidential lnformation.
19.3 Upon request by the disclosing Party, the receiving Party will
return all tangible copies of Confidential lnformation, 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
lnformation confidential and will disclose it on a need to know basis
only. Each Party will use the other Party's Confidential lnformation
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only in connection with this Agreement and in accordarpe with
Applicable Law. Neither Party will use the other Party's Confidential
lnformation for any other purpose except upon such terms and
conditions as may be agreed upon between the Parties in writing. lf
either Party loses, or makes an unauthorized disclosure of, the other
Party's Confidential lnformation, it will notify such other Party
immediately and use reasonable effods to rekieve the information.
19.5 Effective Date of this Section. Notwithstanding any other
provision of this Agreement, the Confidential lnformation proMsions of
this Agreement apply to all information furnished by either Party to the
other in furtherance of the purpose of this Agreement, even if fumished
before the Effedive Date.
19.6 Each Party agrees that the disclosing Party could be
irreparably injured by a breach of the confdentiality 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 performarre in the event of any breach of the
confidentiality provisions of this Agreement. Srch remedies are not
the exclusive remedies for a breach of the confidentiality provisions of
this Agreement, but are in addition to all other remedies available at
law or in equity.
19.7 Nothing herein should be construed as limiting either Party's
rights with respect to its own Confidential lnformation or its obligations
with respect to the other Party's Confidential lnformation under Section22of lhe Ad..
20. Waiver. Except as otherwise provided herein, neither
Party's failure to enforce any riglrt or remedy available to it under this
,\greement will be construed as a waiver of such right or a waiver of
any other provision hereunder.
21, Requlatorv Approval. Each Party reserves its rights with
respect to whether this Agreement is subjec{ to Sec{ions 251 and N2
of the Ac{. ln the event the FCC, a state commission or any other
govemmental authority or agency rejects or modifies any material
provision in this Agreement, whether by direc{ action or by Mrtue of
generic proceedings, including without limitation, any pricing terms,
either Party may immediately upon written mtice to the other Party
terminate this Agreement in whole or in part, including without
limitation, with respect to Service in any state. ln the event a Pafiy
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 proMde any required notice to affected customers
within five (5) business days of such notice. lf a Party is required by a
lavtful, 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. ln 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
reasonably necessary.
22. Notlces. 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-
January 19,2O14lmmsllonex dba Bircl/(M, lD)
CenturyLinkrM Broadband for Resale (CBR) 201 1 MSA - (vS2313)
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 irrcluding, without
limitation, acts of nature, ads of civil or military authority, government
regulations, embargoes, epidemics, terrorist acts, riots, insurrections,
fires, explosions, earthquakes, nuclear accidents, floods, work
stoppages, power blackouts, volcanic adion, other major
environmental disturbances, or unusually severe weather conditions
(each, a Force Majeure Event). lnability 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 Pafty's control and without that Party's
fault or negligence. The Party affec{ed 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. ln the event of a labor dispute or skike the Parties
agree to provide Service to each other at a level equivalent to the level
they provide themselves.
24. Governino 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.
X.1 The Parties will aftempt 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 (4 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 intendthat these negotiations be conducted by nonJawyer, 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 lnformation developed for
purposes of seftlement, ard will be exempt from discovery and
production, and are not admissible in any subsequent proceedings
without the concurrence of both Parties.
%2 lf 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 ciMl 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.
%.3 Waiver of Jurv 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.
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28. Headinqs. The headings used in this {greement 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 instrudion,
instrument, or signature reasonably believed by it to be authorized
and genuine.
28. Thid Partv Benellciaries. 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 Afiiliates and
End Users).
29, lnsurance. 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+Xll with respect to liability arising from its operations for which
that Party has assumed legal responsibility in this Agreement. lf a
Party or its parent company has assets equal to or exceeding
$10,m0,000,m0, that Party may utilize an Afiiliate captive insurarrce
company in lieu of rated insurer. To the extent that the
parent c-ompany 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 exterrt its affiliated Party
fails to meet such obligations.
ni Workers' Compensation with statutory limits as required in
the state of operation and Employers' Liability insurance with limits of
not less than $1m,000 each accident.
N2 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 subconkacted), products and/or completed operations and
contrac'tual liability with respec{ to the liability assumed by each Party
hereunder. The limits of insurance shall not be less than $1 ,m0,0m
each occurrence and $2,000,000 general aggregate limit.
n.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.
nA 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:
A. name the other Party as an additional insured under
commercial general liability coverage;
B. indicate that coverage is primary and not excess of, or
conkibutory with, any other ralid and collec{ible insurance
purchased by such Party; and
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CenturyLinkrM Broadband for Resale (CBR) 201 1 MSA - (v92313)
C. acknowledge severability of interesUcross liability coverage.
30. Communications Assistance Law Enforcement Ac't of
1994. Each Party represents and warrants that any equipment or
SeMces provided to the other Party under this Agreement comply with
the CALEA Each Party will indemni! 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 SeMces
provided to the other Party under this Agreement to ensure that such
equipment, facilities and SeMces fully comply with CALEA.
31. Entire Aoreement. This Agreement (including all
Attachments and other documents referred to herein) constitutes the
full and entire understanding and agreement between the Parties with
regard to the subject of this Agreement and supersedes any prior
understandings, agreements, or representations by or between the
Parties, wriften 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 proMded 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.
321 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. ln the event of an allegation of an unauthorized change or
unauthorized service in accordance with all 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 SeMces
purchased by CLEC under this Agreement, at a level that is consistent
with other comparable seMces provided by CenturyLink.
8.2 ln 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 transrnission limits of the Service ordered by CLEC.
33.3 Network Securitv.
A. Protection of Service and Propertv. 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 Cudomers 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
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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 SeMce 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 srch
communication has taken place. Molation of such security may
entail state and federal criminal penalties, as well as civil
penalties. CLEC is resporsible 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 srrch security requirements ard
penalties.
D. Centurylink shall not be liable for any losses, damages or
other claims, including, but not limited to, uncollectible or
unbillable re\enues, 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. ResponsibilitvForEnvironmentalContamination.
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 inkoduce to the
affec'ted 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 lndemnifoing Party,
its contrac{ors or agents introduce to the work locations; or
2. the presence or release of any Environmental Hazard
for which the lndemnifying Party is responsible under
Applicable Law.
B. ln 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 withor.rt limitation,
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+ontaining material, CLEC does not
harae 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 equipmer.d.
January 1 9, 2O1 4lmmsllorex dba Birch/(M, lD)
CenturyLinkrM Broadband for Resale (CBR) 201 1 MSA - (vS2313)Page9of11
Docu Sig n E nve lo pe I D : 31 8F7384-B 409 -4230-97 C5-558642F98701
"Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.), as
amended.
"Afiiliate" means a Person that (directly or irdirectly) owns or controls, is
owned or controlled by, or is under common oarnership or control with,
another person. For purposes ofthis paragraph, the term'own'means to
own an equity interest (or the equivalent thereof) of more than 10 percent.
"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.
"Asymmetric Digital Subscriber Line" (ADSL) is one form of the Digital
Subscriber Line technology, a data communicatiors technology that
enables faster data transmission over copper telephone lines than a
conventional voice band modem can provide. lt does this by tttilizing
frequencies that are not used by a voice telephone call.
"Asynchronous Transfer Mode" (ATM) is a cell-based switching technique
that uses asynchronous time division multiplexing. lt encodes data into
small fixed-sized cells (cell relay) and provides data link layer services that
run over OSI Layer physical links. This differs from other techrrclogies
based on packet-switched networks (such as the lnternet Protocol or
Ethernet), in which variable sized packets (known as frames when
referencing Layer 2) are used. ATM uses a Connec-tion-oriented model
and establishes a virtual circuit between two erdpoints before the actual
data exchange begins.
"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 Canier to another to facilitate Customer Billing with
attendant acknowledgments and status reports. lt also involves the
exchange of information between Telecommunications Caniers to process
claims and adjustments.
"Canier'' or "Common Canie/' See Telecommunications Carrier.
"Communications Assistance for Law Enforcement Act" oT "CALEA' refers
to the duties and obligations of Carriers under Section 229 of the Act.
"Confidential lnformation" 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 informatlon 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 unrestric'ted disclosure. Confidential lnformation 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 indeperdently
developed by the receiving Party.
"Customer" means the Person purchasing a Telecommunications SeMce
or an information seMce or both from a Carrier.
"Day" means calendar days unless otherwise specified.
"Due Date" means the specific date on which the requested Service is to
be available to CLEC or to CLEC's End User Customer, as applicable.
"End User Customei' means a third party retail Customer that subscribes
to a Telecommunications Service or information seMce provided by either
of the Parties or by another Carrier or by two (2) or more Carriers.
January 19,2O14lmmsllonex dba Birch/(AZ, lD)
CenturyLinkrM Broadband for Resale (CBR) 201 1 MSA - (v92313)
CENTURYLINK COMMERCIAL BROADBAND SERVICE AGREEMENT
ATTACHMENT 1 - DEFINITIONS
"Environmental Hazard" means any substance the presence, use,
transport, abandonmeril or disposal of which (i) requires investigation,
remediation, compensation, fine or penafty under any Applicable Law
(including, without limitation, the Comprehensive EnMronmental Response
Compensation and Liability Act, Superfund Amendment and
Reautlprization Act, Resource Corservation Recovery Act, the
Occupational Safety ard Health Act and provisions with similar purposes in
applicable foreign, state and localjurisdic'tions) 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.
"Ethernet" is a family of frame-based computer networking technologies for
local area networks. The name came from the physical corrcept of the
ether, lt defines a number of wiring and signaling standards for the
Physical layer of the OSI retworking model as well as a common
addressing format and Media Access Control at the Data Link Layer.
"FCC" means the Federal Communications Commission.
Fiber to the x "(FTTx) is a generic term for any broadband network
architecture that uses optical fiber to replace all or part of the usual metal
local loop used for last mile telecommunications. The generic term
originated as a generalization of several configurations of fiber deployment,
including without limitation, FTTN, FTTC, FTTB and FTTH, all starting by
FTT but differentiated by the last letter, which is substituted by an x in the
generalization.
"Local Exchange Carrie/' or "LEC" means any Carrier that is engaged in
the provision of Telephone Exchange SeMce or Exchange Access. Such
term does not include a Carrier insofar as such Carrier is engaged in the
provision of Commercial Mobile Radio SeMce 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.
"Miscellaneous Charges" mean charges that CenturyLink may assess in
addition to recurring and nonrecurring rates under this Agreement, for
activities CLEC requests CenturyLink to perform, activities CLEC
authorizes, or charges that are a result of CLEC's actions, such as
cancellation charges, additional labor and maintenance. Miscellaneous
Charges are not already included in CenturyLink's recurring or
nonrecurring rates under this Agreement. Miscellaneous Charges shall be
contained in or referenced under this Agreement.
"Operational Support Systems" or "OSS" mean pre-ordering, Provisioning,
maintenance, repair and billing systems.
"Order Form" means seMce 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.
"Premises" refers to CenturyLink's Central Offices and SeMrp Wire
Centers; all buildings or similar structures owned, leased, or otherwise
conkolled by CenturyLink that house its retwork 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 Ofiices, Wire Centers, buildings and structures.
"Proof of Authorization" or "POA' shall consist of verification of the End
User Customer's selec{ion and authorization adequate to document the
End User Custome/s selec'tion of its local service provider and may take
the form of a third party verifiiation 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.
"Remote-Based DSL' refers to a network architecture where the DSI-AM
serving End User Customers is not located in the SeMng Wire Center.
Page10of1l
DocuSign Envelope lD: 31 8F738zl-8409-423G97C5-558642F98701
CENTURYLINK COMMERCIAL BROADBAND SERVICE AGREEMENT
ATTACH MENT 1 - DEFINITIONS
The DSLAM is generally located in a cabinet outside of the SeMrg \Mre
Center.
"Tariff'as used throughout this Agreement refers to CenturyLink interstate
Tariffs and state Tariffs, price lists, and price schedules.
"Telecommunications Canie/' means any proMder of Telecommunications
Services, except that st ch term does not irrclude aggregators of
Telecommunications SeMces (as defined in Sedion 226 of the Act). A
Telecommunications Carrier shall be treated as a Common Carrier underthe Act only to the extent that it is engaged in proMding
Telecommunicalions SeMces, except that the FCC shall determine
whether the provision of fixed and mobile satellite service shall be treated
as common carriage.
"Telecommunications SeMces" means the offering of telecommunications
for a fee diredly to the public, or to such classes of users as to be
effec'tively available directly to the public, regardless of the facilities used.
"Veryfiighbit rate Digital Subscriber Line" (VDSL) is a DSL technology
providirg faster data transmission (up to 52 MbiUs downstream and 16
Mbit/s upskeam) over a single flat untwisted or twisted pair of copper
wires. These fast speeds mean that VDSL is capable of supporting high
bandwidth applications such as HDTV, as well as telephone services
(voice over lP) and genenl lnternet access, over a single connection.
VDSL is deployed over existing wiring used for POTS and lorer-speed
DSL connections.
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 irrcluded 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.
January 19,2O14lmmsllonex dba Birch/(AZ, lD)
CenturyLinkrM Broadband for Resale (CBR) 201 1 MSA - (!,92313)Page 11 of11
Docu Sig n Enve lo pe I D : 31 8F7384-B 409-4230-97 C5-558642F9870 1
ATTACHMENT 2- CENTURYLINKTM BROADBAND FOR RESALE (CBR) 2011 SERVTCE
1.0 CenturyLink will provide wholesale CenturyLinkrM
Broadband for Resale (CBR) 201 1 Service ("Service"),
previously known as Digital Subscriber Line (DSL), High
Speed lnternet, and Commercial Broadband Service, in
conjunction with compatible and available Local Exchange
Resale and CenturyLinkrM Local SeMces Platform (CLSP)
services, according to the terms and conditions set forth in
the CBR Agreement between the Parties (the 'Agreement")
and in this Attachment 2 to the Agreement, which is
incorporated into and made a part of the Agreement (this
"Attachment"). Except as otherwise set forth in this
Attachment, capitalized terms used but not otherwise
defined herein have the definitions assigned to them in the
Agreement.
1.0.1 Many specific Service terms and conditions,
including but not limited to availability, available produds
and speeds, additional terms and conditions, rates,
implementation, and process information is contained in the
CenturyLink Wholesale Product Catalogue (PCAT) which is
incorporated herein by reference.
1.1 Service Description
'1.1.1 The Service r.rtilizes a number of data transport
solutions, including without limitation, Rate Adaptive Digital
Subscriber Line (RADSL) and Asynchronous Transfer Mode
(ATM) technologies, Asymmetric Digital Subscriber Line
(ADSL2+) and Very-high-bit rate Digital Subscriber Line
(VDSL2) Ethernet technologies to allow transmission of
voice and data over a single local loop and provides End
User Customers continuous, dedicated access to an lnternet
SeMce Provider (lSP). For any SeMce utilizing Ethernet
technologies, CenturyLink must be the lSP.
1.1.2 The Service is available with compatible and
available Resale and CLSP products which are purchased
separately under applicable service agreements and/or
lnterconnection Agreements.
1.1.3 Stand Alone Service is stricily a data seMce and
does not include analog voice transmission capabilities or
91 1 services. Stand Alone Service is available only under
the Resale process.
1.2 Scope of Agreement
As of the Effective date, the terms and conditions, if any,
under which CLEC may have previously purchased a
functionally similar CenturyLink wholesale high speed
internet seMce with Resale or CLSP services, are
terminated and CenturyLink will provide Service only
pursuant to the terms and conditions of the Agreement and
this Attachment.
2.0 Terms and Conditions
2.1 CenturyLink provides this SeMce at rates and terms and
conditions that Customer agrees are just and reasonable.
2.2 Service is dependent upon CLSP and Resale product
compatibility and end office awilability as defined in the
online CenturyLink \Nholesale PCAT.
2.3 CLEC may order new Service where qualified. CLEC may
also convert existing Centurylink retail End User Customers
with Centurylink retail high speed internet service as
provided herein and in the CenturyLink \Nholesale PCAT.
January 19, Nl4lmmsllonex dba Birch(M, lD)
Attachment 2 - CBR 201 1 Service - (\A-&1 1)
CenturyLink retail high speed internet service marketing,
sales, and/or pricing promotions are not available under the
Agreement.
lntentionally Left Blank.
CLEC is responsible for all work activities at the End User
Customer premises. All negotiations with the premises End
User Customer and or premises owner are solely the
responsibility of CLEC.
Customer Provided Equipment (CPQ and Mlnlmum
Seruice Requirements The end-user customer must be
equipped with certain CPE including computers, software,
and modems that meet minimum system requirements.
2.7.1 CLEC will be solely responsible for Tier 1
Technical Suppoft and for providing its end-users with CPE
(including, without limitation, computers, software, modems,
filters and installation instructions). CLEC may, however,
purchase certain modems, filters and installation instructions
fom CenturyLink pursuant to the terms of the Agreement
and this Attachment.
2.7.2 CLEC will be responsible for providing accurate
address information for modem fulfillment.
2.7.3 lndalling or using the Service with CPE that does
not meet minimum system requirements limits func'tionality,
availability, and support and may damage CPE, software,
peripherals or data.
2.7.4 Following conversion of existing retail CenturyLink
high speed internet service to CenturyLink Commercial high
speed internet service, existing and installed CPE will not be
maintained or changed by CenturyLink.
2.7.5 Further information on Service-compatible CPE,including qualified modems and minimum system
requirements is provided in the CenturyLink PCAT.
Servace Conditions CLEC and CLEC's end use(s) are
subject to the CenturyLink high speed internet Subscriber
Agreement, Acceptable Use Policy (AUP), and Excessive
Use Policy (EUP) provided in the CenturyLink PCAT. The
Subscriber Agreement, AUP, and EUP are subject to change
without notice.
Broadband Service Technology ln certain areas,
CenturyLink is changing its network to support newer high
speed internet functionality. These changes may include,
among other things, deployment of Remote-Based DSL,
which may interfere with or degrade existing SeMce or may
Iimit availability of new ATM-based Service.
Service lnterference Network changes, including without
limitation, deployment of Remote-Based DSL may interfere
with or degrade CLEC's End User Customer's existing ATM-
based SeMce. Upon receipt of a kouble report inrolving
interference with or degradation of Service to any of CLEC's
End User Customers, CenturyLink will attempt to correct the
reported trouble by moving the Service to a new binder
group, if available. lf moving the SeMce to a new binder
group does not correct the reported trouble, CenturyLink
may determine that the existing AlM-based SeMce is no
longer compatible with Remote-Based DSL and CenturyLink
may immediately, and at its sole and absolute discretion,
withdraw the Service on an individual circuit basis.
CenturyLink will incur no liability to CLEC for degradation or
withdrawal of SeMce caused by network changes, including
2.4
2.5
2.6
2.7
2.8
2.10
2.5
Page 1 ol 2
Do cuSi g n Enve lo pe I D : 31 8F7384-B 409-4230-97 C5-558642F 9870 1
ATTACHMENT 2- CENTURYLINKTM BROADBAND FOR RESALE (CBR) 201{ SERVTCE
2.12
January 'l9,Nl4lmmsllonex dba Birch(M, lD)
Attachment 2 - CBR 201 1 SeMce - (v8-&1 1)
without limitation, as a result of deployment of Remote-
Based DSL.
CenturyLink reserves the right at any time to modify or
change the name(s) of the Service.
Nothing in the Agreement or in this Attachment precludes
CenturyLink from witMrawing or discontinuing the
availability of any high speed intemet service and/or any
related technology from its retail end user customers. ln the
event of any such withdrawal and/or discontinuation of high
speed intemet service and/or any related technology, it is
expressly agreed and understood that CenturyLink may also,
in its sole and absolute discretion, withdraw the availability of
any equivalent Service and/or any equivalent supporting
technology under the Agreement.
Changes to Service Availabilityand Rates
3.0.1 At any time, effective upon posting to the
CenturyLink \l/holesale PCAT or notification, CenturyLink
may inkoduce new Services, modify existing Services,
and/or any of the terms and conditions contained in the
CenturyLink Wholesale PCAT and/or reduce monthly
recurring charges (MRCs) and/or non-recurring charges
(NRCs).
3.O.2 Upon thirty (30) Days notice, CenturyLink may
increase MRCs and/or NRCs for Existing Services.
CenturyLink may reduce the foregoing notice period if such
increase is based upon Regulatory Activity.
3.0.3 Upon ninety (90) Days notice, the availability of
SeMce(s) may be withdrawn if CenturyLink has also
withdrawn the availability of similar high speed internet
service from its retail end user customers. CenturyLink may
reduce the foregoing notice period if such withdrawal is
based upon Regulatory Activity.
Rates and Charges
Rates for the Service, except as identified below, are set
forth in Rates Cards published at www.centurylink.com/legal.
Rates are subject to change.
Under the Agreement, CLECs will receive the discountspublished by CenturyLink at
http :/lwww.centurvli nk.com/wholesalelclecslcom mercialao re
ements.html (or as may be published by other means upon
notice given in accordance with the terms set forth in the
Agreement); provided that in no event will such discounts be
less than a 20% discount off of the Business and Residential
Rate MRCs, a 50% discount ofi of the standard Activation
Charge, and a 25o/o discount ofi of the modem charge, in
each case based on rates provided in the Rate Cards.
These discounts will not apply to any other rates provided in
the Rate Cards or to SeMces published in the CenturyLink
Wholesale PCAT that are ofiered to CLECs at wholesale
rates. CenturyLink and CLEC agree that (i) CenturyLink
may immediately increase the discounts published pursuant
to this Sec,tion 4.2, at its sole and absolute discretion, upon
notice given in accordance with the terms set forth in the
,\greement, and (ii) CenturyLink may subsequently decrease
such published discounts at any time, at its sole and
absoh.te discretion, upon thirty (30) Days notice given in
accordance with the terms set forth in the Agreement;
provided, however, that the discounts may not, unless
otherwise agreed to in writing by CenturyLink and CLEC, be
decreased to a percentage lower than the percentages set
forth above in this Section 4.2.
CLEC is responsible for Billing its End User Customers all
SeMce Miscellaneous Charges and surcharges required of
CLEC by statute, regulation or otherwise required.
SeMce has a one month minimum service period at the linelevel. This one month minimum seMce period and all
attendant charges apply even if CLEC does not retain
SeMce for the entire month. SeMces are billed month to
month and shall, after the one month minimum service
period is satisfied, be pro-rated for partial months based on
the number of days service was provided.
Syctems and lnterfaces
CenturyLink and CLEC shall continue to support the use of
existing Operational Support Systems (OSS) interfaces and
current OSS business rules for the SeMce as the same may
evolve over time.
The SeMce is ordered via a Local Service Request (LSR) as
described in the CenturyLink \Nholesale PCAT.
Prior to placing an order on behalf of each End User
Customer, CLEC shall be responsible for obtaining and shall
have in its possession a Proof of Authorization.
When CenturyLink or another provider of choice, at the End
User Customer's request, orders the disconnection of theEnd User Customer's existing SeMce with CLEC,
CenturyLink will render its closing bill to CLEC efiective with
the disconnection. CenturyLink will notify CLEC by FAX,
OSS interface, or other agreed upon processes when an
End User Customer moves to CenturyLink or another
service provider. CenturyLink shall not provide CLEC or
CenturyLink retail personnel with the name of the other
service provider selected by the End User Customer.
Maintenanceand Repair
CenturyLink will maintain its facilities and equipment that
comprise the SeMce provided to CLEC. CLEC or its End
User Customers may not reaftlnge, move, disconnect or
attempt to repair CenturyLink facilities or equipment, otherthan by connection or disconnection to any interface
between CenturyLink and the End User Customer, without
the written consent of CenturyLink.
CenturyLink shall provide general repair and maintenance
services on its facilities. Without limiting the generality of the
foregoing, CenturyLink shall repair and restore any
equipment or any other maintainable component that may
adversely impact CLEC's use of the SeMce, except that
Centurylink may not be able to restore Service in the event
of interference or degradation caused by deployment of
Remote-Based DSL or due to the withdrawal and/or
discontinuation of retail high speed internet seMce and/or
any related technology. CenturyLink and CLEC shall
cooperate with each other to implement procedures and
processes for handling seMce-affecting events. There shall
be no charge for the services provided under this section
except as set forth in the CenturyLink Wholesale PCAT.
5.0
5.1
4.0
4.1
6.0
6.1
4.2
6.2
Page 2of 2