20160412Application.pdf

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April I1,2016
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W est Washington Street
P.O. Box 83720
Boise, Idaho 83720-007 4
Re: Case No.:&uuOn'b-04
Application for Approval of Type 2 Interconnection Agreement
Dear Ms. Jewell:
Enclosed for filing are an original and two (2) copies of the Type2 Wireless Interconnection
Agreement between Qwest Corporation dba CenturyLink QC and Commio, LLC for the State of
Idaho. 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,
q4@7
Jofie Vfuddington 7
Legal Assistant III
ljga
Enclosurescc: Service List
1600 7tn Avenue, Room 1506
Seattle, Washington 98191
Tel: [phone]
Email: [e-mail]
www.centurylink.com
Lisa A Anderl (WSBA# 13236)
CenturyLink
1600 7th Ave, Room 1506
Seattle, Washington 98191
Telephone: [phone]
Li sa. anderl @centurylink. com
APPLICATION OF QWEST
CORPORATION dba CENTURYLINK QC
FOR APPROVAL OF THE TYPE 2
WIRELESS INTERCONNECTION
AGREEMENT WITH COMMIO, LLC
FOR THE STATE OF IDAHO PURSUANT
To 47 U.S.C. $2s2(e)
APPLICATIoN FoR APPRoVAL oF INTERCoNNECTIoN AGREEMENT _ I
COuuIo, LLC
F?HCEIVED
2016 nPR l2 Ati ll: 25
-_rt^! lr\ii,, . ii ,- u]i']LlL/
: I l: ";,, l;"liil,qillSSlON
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
cASENo., rQWE,;t - lb -f:4
APPLICATION FOR APPROVAL OF
TYPE 2 WIRELESS
INTERCONNECTION AGREEMENT
Qwest Corporation dba Centurylink QC ("CenturyLink") hereby files this Application
for Approval of Type 2 Wireless Interconnection Agreement between Qwest Corporation dba
CenturyLink QC and Commio, LLC for the State of Idaho ("Agreement"). The Agreement with
Commio, LLC ("Commio") is submitted herewith.
This Agreement 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 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
agreement; or the implementation of such an agreement (or portion) is not consistent with the
public interest, convenience and necessity.
CenturyLink
1600 7*Ave., Suite 1506
Seattle, WA 98191
Telephone: [phone]
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
Commio to interconnect with CenturyLink facilities and to provide customers with increased
choices among local telecommunications services.
CenturyLink fuither 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 concem other parties not a party to the negotiations.
Expeditious approval would further the public interest.
Respectfully submitted this 11th day of April,2}l6.
CENTURYLINK
n
"lP
s fo'ut
Attorney for Centwylink
APPLICATIoN FoR APPRoVAL oF INTERCoNNECTIoN AcRTe,upNT _ 2
COMMIo, LLC
CenturyLink
1600 76 Ave., Suite 1506
Seattle, wA 98191
Telephone: [phone]
CERTIFICATE OF SERVICE
I hereby certify that on this 1l't day of April,2016,I served or caused to be served
the foregoing APPLICATION FOR APPROVAL OF TYPE 2 WIRELESS
INTERCONNECTION AGREEMENT upon all parties of record in this matter as follows:
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W est Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Sam Shiffman, President
Commio, LLC
11320Hvry 620 N., Suite A031
Austin, Texas 78726
Hand Delivery
U. S. MailXX Overnight Delivery
Facsimile
Email
xx Hand Delivery
U. S. Mail
Ovemight Delivery
Facsimile
Email
APPLICATIoN FoR APPRoVAL oF INTERCoNNECTIoN AGREEMENT _ 3
Col,trvflo, LLC
CenturyLink
1600 76Ave., Suite 1506
Seattle, WA 98191
Telephone: [phone]
DoorSign Envelope lD: A8E47434-O44L45CF-96BGC3237C08C4C6
RECEIVED
1016 fiPfi I 2 [t{ ll' 09
l*irHft PUBLIC
Type 2 Wireless tnterconnection Agreement LiTILITIES COIiMlSSlON
Between
Qwest Corporation dba CenturyLink QC
And
Gommio, LLG
For The State Of ldaho
Agreement Number
cDs-l60304-0003
March 4, 2016/nap/Commio, LLC/CO/ CDS-I 60304{003
Type 2 Wirel*s lnterconnection Agreement -TemplaE v.01 .07.2016
DocuSign Envelope lD'. ABE47 434-0447-45CF-968C-C3237C08C4C0
Table Of Gontents
sEcTroN 1.0 - GENERAL TERMS ............. ................... 1
SECTION 2.0 . INTERPRETATION AND CONSTRUCTION ........2
sEcTtoN 3.0 - wsP INFORMATION.......... ...................4
sEcTtoN 4.0 - DEF|NITIONS .......5
sEcTtoN 5.0 - TERMS AND CONDTflONS ........... .....17
sEcTtoN 6.0 - TNTERCONNECTION ..........35
sEcTtoN 7.0 - coLLocATtoN............. ...... s4
SECTION 8.0 - lntentionally Left Blank .....55
SECTION 9.0 . ANCILLARY SERVICES ....56
sEcTtoN 10.0 - NETWORK SECURITY........... ...........59
SECTION 11.0 - lntentionally Left Blank...... ..............61
sEcTtoN 12.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)............62
SECTION 13.0 - ACCESS TO TELEPHONE NUMBERS ............79
sEcTloN 14.0 - LOCAL DTALTNG PARTTY ................. 80
SECTION 15.0 - lntentionally Left Blank...... ..............81
sEcTtoN 16.0 - BONA FIDE REQUEST PROCESS ..................82
SEGTION 17.0 - AUDTT PROCESS ..............8s
sEcTtoN 18.0 - CoNSTRUCTTON CHARGES ...........87
SECTION 19.0 . NETWORK STANDARDS ........ .........88
SECTION 2O.O . SIGNATURE PAGE ...........89
EXHIBIT A.
EXHIBIT B .
EXHIBIT C .
EXHIBIT D .
EXHIBIT E -
EXHIBIT F .
EXHIBIT G .
EXHIBIT H.
EXHIBIT I -
March 4, 2016/nap/Commio, LLC/CO/ CDS-1 60304-0003
fype 2 Wireless lnterconnection Agreement-Template v.01 .07.2016
Rates
Service Performance
lntentionally Left Blank
CenturyLink Right of Way, Pole Attachment and/or DucUlnnerduct
Occupancy General lnformation
lntentionally Left Blank
lntentionally Left Blank
lntentionally Left Blank
lntentionally Left Blank
lndividual Case Basis
DocuSign Envelope lD: ABE47 434-0447-45CF-968C-C3237C08C4C6
Section 1
General Terms
Section 1.0 - GENERAL TERMS
1.1 This Agreement for Type 2, two-way Wireless lnterconnection is between Commio, LLC
("WSP"), a Texas corporation and Qwest Corporation dba CenturyLink QC ("CenturyLink"), a
Colorado corporation, pursuant to Section 252 of the Telecommunications Act of 1996, for
purposes of fulfilling Centurylink's obligations under Sections 222,251(a), (b), and (c),252,
271, and other relevant provisions of the Act and the rules and regulations promulgated
thereunder. WSP is licensed by the Federal Communications Commission ("FCC") as a
Commercial Mobile Radio Service ('CMRS") Provider. Services provided by CenturyLink to
WSP under this Agreement are provided pursuant to WSP's role as a CMRS provider of two-
way traffic.
1.2 This lnterconnection Agreement sets forth the terms, conditions and pricing under which
CenturyLink will provide to any requesting WSP network lnterconnection and Ancillary services
within the geographical areas in which both CenturyLink is providing local Exchange Service at
that time, and for which Centurylink is the incumbent Local Exchange Carrier within the state of
ldaho for purposes of providing local two way Wireless Services.
1.3 With respect to the terms and provisions of this Agreement, CenturyLink has negotiated
the Agreement in its entirety, and the inclusion of any particular provision, or rate, term and
condition, is not evidence of the reasonableness thereof when considered apart from all other
provisions of the Agreement.
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Section 2
I nterpretation and Construction
SECTION 2.0 . INTERPRETATION AND CONSTRUCTION
2.1 This Agreement includes this Agreement and all Exhibits appended hereto, each of
which is hereby incorporated by reference in this Agreement and made a part hereof. AII
references to Sections and Exhibits shall be deemed to be references to Sections of, and
Exhibits to, this Agreement unless the context shall otherwise require. The headings and
numbering of Sections and Exhibits used in this Agreement are for convenience only and will
not be construed to define or limit any of the terms in this Agreement or affect the meaning and
interpretation of this Agreement. Unless the context shall otherwise require, any reference to
any statute, regulation, rule, Tariff, technical reference, technical publication, or any publication
of Telecommunications industry administrative or technical standards, shall be deemed to be a
reference to the most recent version or edition (including any amendments, supplements,
addenda, or successor) of that statute, regulation, rule, Tariff, technical reference, technical
publication, or any publication of Telecommunications industry administrative or technical
standards that is in effect. Provided, however, that nothing in this Section 2.1 shall be deemed
or considered to limit or amend the provisions of Section 2.2. ln the event a change in a law,
rule regulation or interpretation thereof would materially change this Agreement, the terms of
Section 2.2 shall prevail over the terms of this Section 2.1. ln the case of any material change,
any reference in this Agreement to such law, rule, regulation or interpretation thereof will be to
such law, rule, regulation or interpretation thereof in effect immediately prior to such change
until the processes set forth in Section 2.2 are implemented. The existing configuration of either
Party's network may not be in compliance with the latest release of technical references,
technical publications, or publications of Telecommunications industry administrative or
technical standards.
2.2 The provisions in this Agreement are intended to be in compliance with and based on
the existing state of the law, rules, regulations and interpretations thereof, including but not
limited to state and federal rules, regulations, and laws, as of March 11,2005 (the Existing
Rules). Nothing in this Agreement shall be deemed an admission by CenturyLink or WSP
concerning the interpretation or effect of the Existing Rules or an admission by CenturyLink or
WSP that the Existing Rules should not be changed, vacated, dismissed, stayed or modified.
Nothing in this Agreement shall preclude or estop CenturyLink or WSP 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. To the
extent that the Existing Rules are vacated, dismissed, stayed or materially changed or modified,
then this Agreement shall be amended to reflect such legally binding modification or change of
the Existing Rules. Where the Parties fail to agree upon such an amendment within sixty (60)
Days after notification from a Party seeking amendment due to a modification or change of the
Existing Rules or if any time during such sixty (60) Day period the Parties shall have ceased to
negotiate such newterms for a continuous period of fifteen (15) Days, it shall be resolved in
accordance with the Dispute Resolution provision of this Agreement. lt is expressly understood
that this Agreement will be corrected, or if requested by WSP, amended as set forth in this
Section 2.2, to reflect the outcome of generic proceedings by the Commission for pricing,
service standards, or other matters covered by this Agreement. Rates in Exhibit A will reflect
legally binding decisions of the Commission and shall be applied on a prospective basis from
the effective date of the legally binding Commission decision, unless otherwise ordered by the
Commission. Where a Party provides notice to the other Party within thirty (30) Days of the
effective date of an order issuing a legally binding change, any resulting amendment shall be
deemed effective on the effective date of the legally binding change or modification of the
Existing Rules for rates, and to the extent practicable for other terms and conditions, unless
March 4, 2016/nap/Commio, LLC/CO/ CDS-160304-0003
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DocuSign Envelope lD: ABE47 434-0447 -45CF -968C-C3237C08C4C6
Section 2
I nterpretation and Construction
othenvise ordered. ln the event neither Party provides notice within (thirty (30) Days, the
effective date of the legally binding change shall be the Effective Date of the amendment unless
the Parties agree to a different date. During the pendency of any negotiation for an amendment
pursuant to this Section 2.2 the Parties shall continue to perform their obligations in accordance
with the terms and conditions of this Agreement, for up to sixty (60) Days. For purposes of this
section, "legally binding" means that the legal ruling has not been stayed, no request for a stay
is pending, and any deadline for requesting a stay designated by statute or regulation, has
passed.
2.3 Unless otherwise specifically determined by the Commission, in cases of conflict
between this Agreement and CenturyLink's Tariffs, Product Catalog (PCAT), methods and
procedures, technical publications, policies, product notifications or other CenturyLink
documentation relating to CenturyLink's or WSP's rights or obligations under this Agreement
then the rates, terms and conditions of this Agreement shall prevail. To the extent another
document abridges or expands the rights or obligations of either Party under this Agreement,
the rates, terms and conditions of this Agreement shall prevail.
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Section 3
I mplementation Schedule
SECTION 3.0 . WSP INFORMATION
3.1 Except as otherwise required by law, CenturyLink will not provide or establish
lnterconnection and Ancillary services in accordance with the terms and conditions of this
Agreement prior to WSP's execution of this Agreement.
3.2 Prior to placing any orders for services under this Agreement, the Parties willjointly work
with the CenturyLink Sales and Service organizations to complete the New Customer
Questionnaire with the information below as appropriate. This information willthen be used to:
Determine geographical requirements;
ldentify WSP ldentification lDs;
Determine CenturyLink system requirements to support WSP's specific activity;
Collect Credit I nformation ;
Obtain Billing lnformation;
Create summary bills;
Establish input and output requirements;
Create and distribute CenturyLink and WSP Contact Lists; and
ldentify WSP hours and holidays.
3.3 WSPs that have previously completed a Questionnaire need not fill out a New Customer
Questionnaire; however, WSP will update its New Customer Questionnaire with any changes in
the required information that have occurred and communicate those changes to CenturyLink.
Before placing an order for a new product, WSP will need to complete the relevant New Product
Questionnaire and amend this Agreement.
March 4, 2016/nap/Commio, LLC/CO/ CDS-160304-0003
Type 2 Wireless lnterconnection Agreement-Template v.01 .07.2016
DocuSign Envelope lD: A8E47434-0447 -45CF -968C-C3237C08C4C0
Section 4
Definitions
SECTION 4.0 . DEFINITIONS
"Access Service Request" or "ASR" means the industry guideline forms and supporting
documentation used for ordering Access Services. The ASR will be used to order trunking and
facilities between WSP and CenturyLink for Wireless lnterconnection Service.
"Access Services" refers to the interstate and intrastate switched access and private line
transport services offered for the origination and/or termination of interexchange traffic.
"Access Tandem Switch" is a switch used to connect End Office Switches to lnterexchange
Carrier Switches. CenturyLink's Access Tandem Switches are also used to connect and switch
traffic between and among Central Office Switches within the same LATA and may be used for
the exchange of local traffic.
"Act" means the Communications Act of 1934 (47 U.S.C. 15'1 et. seq.), as amended, and as
from time to time interpreted in the duly authorized rules and regulations of the FCC or the
Commission.
"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.
"Applicable Law" means all laws, statutes, common law, ordinances, codes, rules, guidelines,
orders, permits and approval of any governmental regulations, including, but not limited to, the
Act, the regulations, rules, and final orders of the FCC and the Commission, and any final
orders and decisions of a court of competent jurisdiction reviewing the regulations, rules or
orders of the FCC or the Commission.
'ATIS' or "Alliance for Telecommunications lndustry Solutions" is a North American
telecommunication industry standards forum which, through its committees and working groups,
creates, and publishes standards and guidelines designed to enable lnteroperability and
lnterconnection for Telecommunications products and services. ATIS Standards and
Guidelines, as well as the standards of other industry fora, are referenced herein.
"Automatic Location ldentification" or "ALl" is the automatic display at the Public Safety
Answering Point (PSAP) or the caller's telephone number, the address/location of the telephone
and supplementary emergency services information for Enhanced 91 1 (E91 1).
"Basic Exchange Telecommunications Service" means, unless otherwise defined in
Commission rules and then it shall have the meaning set forth therein, a service offered to End
User Customers which provides the End User Customer with a telephonic connection to, and a
unique local telephone number address on, the public switched telecommunications network,
and which enables such End User Customer to generally place calls to, or receive calls from,
other stations on the public switched telecommunications network. Basic residence and
business line services are Basic Exchange Telecommunications Services. As used solely in the
context of this Agreement and unless othenryise agreed, Basic Exchange Telecommunications
Service includes access to ancillary services such as 911, Directory Assistance (DA) and
Operator Services (OS).
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#;1iffii
"Bill and Keep" means the originating Party has no obligation to pay terminating charges to the
terminating Party.
"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. lt
also involves the exchange of information between Telecommunications Carriers to process
claims and adjustments.
"Bona Fide Request" or "BFR" shall have the meaning set forth in Section 16.
"Busy Line Verify/Busy Line lnterrupt" or "BLV/BLI Traffic" means a call to an operator service in
which the caller inquires as to the busy status of or requests an interruption of a Wireline call on
another End User Customer's Basic Exchange Telecommunications Service line.
"Calling Party Number" or "CPN" is a Common Channel Signaling ('CCS') parameter, which
refers to the ten digit number transmitted through a network identifying the calling party.
Reference CenturyLink Technical Publication 77342.
"Carrie/' or "Common Carrie/' See Telecommunications Carrier.
"Carrier Liaison Committee" or "CLC" is under the auspices of ATIS and is the executive
oversight committee that provides direction as well as an appeals process to its subtending fora,
the Network lnterconnection lnteroperability Forum (NllF), the Ordering and Billing Forum
(OBF), the lndustry Numbering Committee (lNC), and the Toll Fraud Prevention Committee
(TFPC). On occasion, the CLC commissions ad hoc committees when issues do not have a
logical home in one of the subtending forums. OBF and Network lnstallation and Maintenance
Committee (NIMC) publish business process rules for their respective areas of concern.
"Central Office" means a building or a space within a building where transmission facilities or
circuits are connected or switched.
"Central Office Switch" means a Switch used to provide Telecommunications Services,
including, but not limited to:
"End Office Switches" which are used to terminate End User Customer station loops, or
equivalent, for the purpose of interconnecting to each other and to trunks; and
"Tandem Office Switches" (or "Tandem Switches") are used to connect and switch trunk circuits
between and among other End Office Switches. Wireless Carrier's Switch(es) shall be
considered Tandem Office Switch(es) to the extent such Switch(es) serve(s) a comparable
geographic area as CenturyLink's Tandem Office Switch. A fact-based consideration by the
Commission of geography should be used to classify any switch on a prospective basis.
"Charge Number" (ChN) is a Common Channel Signaling parameter, which refers to the
number, transmitted through the network identifying the Billing number of the calling party.
Charge Number frequently is not the Calling Party Number (CPN).
"Collocation" is an arrangement where CenturyLink provides space in Centurylink Premises for
the placement of WSP's equipment to be used for the purpose of lnterconnection.
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Section 4
Definitions
"Commercial Mobile Radio Service" or'CMRS' is defined in 47 U.S.C. Section 332 and FCC
rules and orders interpreting that statute.
"Commission" means the ldaho Public Utilities Commission.
"Common Channel Signaling" or "CCS" means a method of exchanging call set up and network
control data over a digital signaling network fully separate from the Public switched Network that
carries the actual call. Signaling System 7 (SS7) is currently the preferred CCS method.
"Competitive Local Exchange Carrier" or "CLEC" refers to a Party that has submitted a request,
pursuant to an Agreement, to obtain lnterconnection, access to Unbundled Network Elements,
ancillary services, or resale of Telecommunications Services. CLEC is an entity authorized to
provide local Exchange Service that does not othenrvise qualify as an Incumbent Local
Exchange Carrier (ILEC).
"Confidential lnformation" shall have the meaning set forth in Section 5.16.
"Connecting Facility Assignment" or "CFA" is a slot or channel assignment of WSP identifying
where their DSls or DS3 will be connecting with the LEC. A CFA is the identifier or location
where a WSP will interconnect with the incumbent Telecommunications Carrier.
"Cross Connection" is a cabling scheme between cabling runs, subsystems, and equipment
using patch cords or jumper wires that attach to connection hardware on each end.
"Customer" is a Person to whom a Party provides or has agreed to provide a specific service or
set of services, whether directly or indirectly. Customer includes Telecommunication Carriers.
See also, End User Customer.
"Day" means calendar Days unless otherwise specified.
"Demarcation Point" means the point where CenturyLink owned or controlled facilities cease,
and WSP, End User Customer, premises owner or landlord ownership or control of facilities
begin.
"Dialing Parity" shall have the meaning set forth in Section 14.1.
"Digital Signal Level" means one of several transmission rates in the time-division multiplex
hierarchy.
"Digital Signal Level 0" or "DSO" is the 64 Kbps standard speed for digitizing one voice
conversation using pulse code modulation. There are 24 DSO channels in a DS1.
"Digital Signal Level 1" or "DSl" means the 1.544 Mbps first-level signal in the time-division
multiplex hierarchy. ln the time-division multiplexing hierarchy of the telephone network, DS1 is
the initial level of multiplexing. There are 28 DSl s in a DS3.
"Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level signal in the time-division
multiplex hierarchy. ln the time-division multiplexing hierarchy of the telephone network, DS3 is
defined as the third level of multiplexing.
"Due Date" means the specific date on which the requested service is to be available to WSP as
applicable.
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Section 4
Definitions
"Effective Date" shall have the meaning set forth in Section 5.2.1.
"Electronic Bonding" is a real-time and secure electronic exchange of data between information
systems in separate companies. Electronic Bonding allows electronic access to services which
have traditionally been handled through manual means. The heart of Electronic Bonding is
strict adherence to both lnternational and National standards. These standards define the
communication and data protocols allowing all organizations in the world to exchange
information.
"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 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.
"Exchange Access" shall have the same meaning as in the Act.
"Exchange Message lnterface" or 'EMl' means the format used for exchange of
Telecommunications message information among Telecommunications Carriers. lt is
referenced in the Alliance for Telecommunications lndustry Solutions (ATIS) document that
defines industry guidelines for the exchange of message records.
"Exchange Service" or "Extended Area Service (EAS)/Local Traffic" means traffic that is
originated by a Wireline end user and terminated within the Local Calling Area as determined by
the Commission.
"Exchange Service" or "Extended Area Service (EAS)/Local Traffic" means traffic that is
originated by a Wireline end user and terminated within the Local Calling Area as defined in
CenturyLink's Southern ldaho and Northern ldaho Exchange and Network Services Catalogs.
'FCC" means the Federal Communications Commission.
"Firm Order Confirmation Date" or "FOC" means the notice CenturyLink provides to WSP to
confirm that WSP's Access Service Order (ASR) has been received and has been successfully
processed. The FOC confirms the schedule of dates committed to by CenturyLink for the
provisioning of the service requested.
"IABS" means lntegrated Access Billing System or any successor billing system.
"lndividual Case Basis" or "lCB" shall have the meaning set forth in Exhibit l.
"lnformation Service" is the offering of a capability for generating, acquiring, storing,
transforming, processing, retrieving, utilizing, or making available information via
Telecommunications, and includes electronic publishing, but does not include any use of any
such capability for the management, control, or operation of a Telecommunications system or
the management of a Telecommunications Service.
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"lnformation Services Providers" or "lSPs" are providers of lnformation Services.
"lntegrated Digital Loop Carrier" means a subscriber loop carrier system, which integrates
multiple voice channels within the Switch on a DS1 level signal.
"lntercarrier Compensation Credit" is a monetary credit for two-way Wireline to Wireless traffic
which is originated by a CenturyLink Wireline End User Customer within the LATA, transported
by CenturyLink, and terminates to WSP's Wireless End User Customer within the MTA area.
When more than two (2) Carriers are involved in transporting a call, lntercarrier Compensation
Credit does not apply.
"lnterconnection" is as described in the Act and refers to the connection between networks for
the purpose of transmission and routing of traffic.
"lnterconnection Agreement" or "Agreement" or "lCA" is an agreement entered into between
CenturyLink and WSP for lnterconnection, or other services as a result of negotiations, adoption
and/or arbitration or a combination thereof pursuant to Section 252 of the Act. When WSP signs
and delivers a copy of this Agreement to CenturyLink pursuant to the notice provision of the
Agreement it becomes the lnterconnection Agreement between the Parties pursuant to Section
252(e) of the Act.
"lnterconnections Database" or "lCONN" is a CenturyLink database, available on the
CenturyLink Web Site, which includes business and residence access line counts, switch types,
and switch generics.
"lnterexchange Carrier" (lXC) means a Carrier that provides lnterLATA or lntraLATA Toll
services.
"lnterexchange Service" means telecommunications service between stations in different
exchange areas. Modification of Final Judgment, S lV(K), reprinted in United Sfafes v. Am. Tel.
& Tel. Co., 552 F. Supp. 131,229 (D.D.C. 1982) (defining "interexchange telecommunications"
as "telecommunications between a point or points located in one exchange telecommunications
area and a point or points located in one or more other exchange areas or a point outside an
exchange area").
"lnterLATA " describes Telecommunications traffic between a point located in a Local Access
and Transport Area ("LATA") and a point located outside such area.
"lnterMTA" describes Wireless Telecommunications Services originating in one MTA and
terminating in another MTA.
"lnterMTA Factors" are factors that are used in intercarrier compensation to determine lnterMTA
and lnterMTA Roaming MOUs when WSP's End User Customer is initiating (M-L) or terminating
(L-M) a call in another MTA.
"lnternet Service Provider-Bound" or "lSP-Bound" refers only to the traffic delivered to an
lnternet Service provider for which the FCC prescribed intercarrier compensation in the
lntercarrier Compensation for ISP-Bound Traffic, CC Docket No. 99-68, Order on Remand and
Report and Order, 16 FCC Rcd 9151 (2001xthe "lSP Remand Order"). Such traffic does not
include traffic delivered to an lnternet Service provider located in a different local calling area
than the calling party.
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"lntraLATA" describes Telecommunications functions originating and terminating in the same
LATA.
"lntraLATA Toll" describes lntraLATA traffic outside the Local Calling Area.
"lntraMTA" describes Wireless Non-Access Telecommunications Traffic that originates and
terminates in the same MTA.
"LocalAccess and Transport Area" or "LATA" is as defined in the Act.
"Local Calling Area" is a geographically defined area as established by the effective tariffs of
CenturyLink, as approved by the Commission.
"Local Exchange Carrier" (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 a commercial mobile 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.
"Local Exchange Routing Guide" or "LERG" means a Telcordia Technologies Reference
Document used by LECs and lXCs to identify NPA-NXX routing and homing information as well
as Network Element and equipment designations.
"Local Number Portability" or "LNP" shall have the meaning set forth in Section 9.1.1.1.
"Local Service Request" or "LSR" means the industry standard forms and supporting
documentation used for ordering local services.
"Local Tandem Switch" is a CenturyLink switch used to connect and switch trunk circuits
between End Office Switches for traffic within an EAS/Local calling area.
"Location Routing Number" or "LRN" means a unique ten- (1O)-digit number assigned to a
Central Office Switch in a defined geographic area for call routing purposes. This ten- (1O)-digit
number serves as a network address and the routing information is stored in a database.
Switches routing calls to subscribers whose telephone numbers are in portable NXXs perform a
database query to obtain the Location Routing Number that corresponds with the Switch serving
the dialed telephone number. Based on the Location Routing Number, the querying Carrier then
routes the call to the Switch serving the ported number. The term "LRNU may also be used to
refer to a method of LNP.
"Maintenance and Repair" involves the exchange of information between Carriers where one
initiates a request for maintenance or repair of existing products and services thereof from the
other with attendant acknowledgments and status reports in order to ensure proper operation
and functionality of facilities.
"Maintenance of Service charge" is a miscellaneous charge that relates to trouble isolation work
performed by CenturyLink. Basic Maintenance of Service charges apply when the Centurylink
technician perform work during standard business hours. Overtime Maintenance of Service
charges apply when the Centurylink technician performs work on a business day, but outside
standard business hours, or on a Saturday. Premium Maintenance of Service charges apply
when the CenturyLink technician performs work on either a Sunday or CenturyLink recognized
holiday.
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Section 4
Definitions
"Major Trading Area (MTA)" is a geographic area established in Rand McNally 1992
Commercial Atlas and Marketing Guide and used by the FCC in defining CMRS license
boundaries for CMRS providers for purposes of Sections 251 and 252 of the Act.
"Meet Point" is a point of lnterconnection between two networks, designated by two
Telecommunications Carriers, at which one Carrier's responsibility for service begins and the
other Carrier's responsibility ends.
"Meet-Point Billing" or "MPB" or "Jointly Provided Switched Access" or "JPSA" refers to an
arrangement whereby two (2) or more Telecommunications Carriers (including a LEC and WSP)
receive traffic in the same LATA that the call is to be terminated in or originated from, and jointly
provide Switched Access Service to an lnterexchange Carrier, with each LEC (or WSP) billing
and receiving, if applicable, an appropriate share of the revenues from the IXC as defined by the
effective Switched Access Tariff or, if applicable, WSP contract.
"Mid-Span Meet" means an lnterconnection between two (2) networks, designated by two (2)
Telecommunications Carriers, whereby each provides its own cable and equipment up to the
Meet Point of the cable facilities.
"Mid-Span Meet POI" A Mid-Span Meet POI is a negotiated Point of lnterface, limited to the
lnterconnection of facilities between the CenturyLink Serving Wire Center location and the
location of the WSP switch or other equipment located within the area served by the
Centurylink Serving Wire Center.
"Miscellaneous Charges" mean charges that apply for miscellaneous services provided at
WSP's request or based on WSP's actions that result in miscellaneous services being provided
by CenturyLink, as described in this Agreement.
"Multiple Exchange Carrier Access Billing" or "MECAB" refers to the document prepared by the
Billing Committee of the Ordering and Billing Forum (OBF), which functions under the auspices
of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications lndustry
Solutions (ATIS). The MECAB document, published by ATIS (0401004-00XX), contains the
recommended guidelines for the Billing of an access service provided by two or more
Telecommunications Carriers (including a WSP, LEC and/or a WSP), or by one LEC in two or
more states within a single LATA.
"Multiple Exchange Carrier Ordering and Design" or "MECOD" Guidelines for Access Services-
lndustry Support lnterface, refers to the document developed by the Ordering/Provisioning
Committee under the auspices of the Ordering and Billing Forum (OBF), which functions under
the auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
lndustry Solutions (ATIS). The MECOD document, published by ATIS (0404120-00XX),
establishes recommended guidelines for processing orders for access service which is to be
provided by two or more Telecommunications Carriers (including a WSP, LEC andior a WSP).
"Multiplexing" or "MUX" means the function which converts a 44.736 MBPS DS3 channel to 28
1.544 MBPS DS1 channels or a1.544 DS1 channel to 24 DSO channels utilizing time division
Multiplexing.
.N-1 Carrier" means the Carrier in the call routing process immediately preceding the
terminating carrier. The N-1 Carrier is responsible for performing the database queries (under
the FCC's rules) to determine the LRN value for correctly routing a call to a ported number.
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"Non-Access Telecommunications Traffic" shall have the meaning set forth in 47 CFR
551 .701(b) that is originated or terminated as wireless traffic by WSP's end users.
"North American Numbering Plan" or 'NANP" means the basic numbering plan used for the
Telecommunications networks located in the United States as well as Canada, Bermuda, Puerto
Rico, Guam, the Commonwealth of the Marianna lslands and certain Caribbean lslands. The
NANP format is a 10-digit number that consists of a 3-digit NPA code (commonly referred to as
the area code), followed by a 3-digit NXX code and 4-digit line number.
"Number PortabilityAdministration Center" or"NPAC" means one (1) of the seven (7) regional
number portability centers involved in the dissemination of data associated with ported
numbers. The NPACs were established for each of the seven (7) original Bell Operating
Company regions so as to cover the fifty (50) states, the District of Columbia and the U.S.
territories in the North American Numbering Plan area.
"Numbering Plan Area" or "NPA" is also sometimes referred to as an area code. lt is a unique
three-digit indicator that is defined by the "A," "8'and "C" digits of each 10-digit telephone
number within the NANP. Each NPA contains 800 possible NXX Codes. There are two (2)
general categories of NPA: "Geographic NPA" is associated with a defined geographic area
and all telephone numbers bearing such NPA are associated with services provided within that
geographic area. A "Non-Geographic NPA,' also known as a "Service Access Code" (SAC
Code), is typically associated with a specialized Telecommunications Service which may be
provided across multiple geographic NPA areas; 500, Toll Free Service NPAs, 700, and 900 are
examples of Non-Geographic NPAs.
*NXX," "NXX Code," "Central Office Code," or "CO Code" is the three- (3)-digit Switch entity
code which is defined by the "D," "E" and "F" digits of a ten- (10) digit telephone number within
the NANP.
"Operational Support Systems" or "OSS" shall have the meaning set forth in Section 12.
"Operator Tandem" means a CenturyLink switching system that provides a traffic concentration
and distribution function for CenturyLink operator assisted traffic.
"Ordering and Billing Forum" or "OBF" means the telecommunications industry forum, under the
auspices of the Carrier Liaison Committee of the Alliance for Telecommunications lndustry
Solutions, concerned with inter-company ordering and Billing.
"Originating Line lnformation Parameter" or "OLlP" is a CCS SS7 signaling parameter that
identifies the line class of service, i.e., originating screening and routing translation.
"Parity" means the provision of non-discriminatory access to lnterconnection and other services
provided under this Agreement to the extent legally required on rates, terms and conditions that
are non-discriminatory, just and reasonable. Where Technically Feasible, the access provided
by CenturyLink will be provided in "substantially the same time and manner" to that which
CenturyLink provides to itself, its End User Customers, its Affiliates or to any other party.
"Party" means either CenturyLink or WSP and "Parties" means CenturyLink and WSP.
"Percent Local Usage (PLU) Factors" are percentages used in the CenturyLink intercarrier
compensation credit method in determining Minutes of Use (MOU) for Land to Mobile (L-M) and
Mobile to Land (M-L) traffic based on CenturyLink measured M-L traffic.
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"PLU' is a factor for determining the portion of CenturyLink originated traffic that rides the Type
2 facility between GenturyLink's Tandem Switches or End Office Switches and WSP's POI for
calculation of the facilities credit to WSP.
"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.
"Point of lnterface" "Point of lnterconnection" or "POl" is a physical demarcation between the
networks of two LECs (including a LEC and WSP). The POI is that point where the exchange of
traffic takes place. "Point of Presence" or "POP" means the Point of Presence of an lXC.
"Port" is an action relating to porting a telephone number from one central office switch to
another central office switch using Local Number Portability,
"Premises" refers to Centurylink's Central Offices and Serving Wire Centers; all buildings or
similar structures owned, leased, or otherwise controlled by Centurylink that house its network
facilities; all structures that house Centurylink facilities on public rights-of-way; and all land
owned, leased, or otherwise controlled by CenturyLink that is adjacent to these Central Offices,
Wire Centers, buildings and structures.
"Product Catalog" or "PCAT" is a CenturyLink document that provides information needed to
request services available under this Agreement. The PCAT is available on CenturyLink's web
site: http://vrnrvw.centurvlink.com/wholesalelpcat/wirelesstvpe2.html
"Proprietary lnformation" shall have the same meaning as Confidential lnformation
"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 Safety Answering Point" or "PSAP" is the public safety communications center where
9111E911 calls for a specific geographic area are answered.
"Public Switched Network" includes all Switches and transmission facilities, whether by wire or
radio, provided by any Common Carrier including LECs, lXCs and CMRS providers that use the
NANP in connection with the provision of switched services.
"Rate Cente/'identifies 1) the specific aeographic point identified by specific vertical and
horizontal (V&H) coordinates, which are used to measure distance sensitive End User
Customer traffic to/from the particular NPA-NXX designations with the specific Rate Center, and
2) the corresponding geographic area which is associated with one or more particular NPA-NNX
codes which have been assigned to a LEC for its provision of Telephone Exchange Service.
"Roaming" is defined as a Telecommunications Service occurring when the End User Customer
of one CMRS provider utilizes the facilities of another CMRS provider. Most often, Roaming
occurs when the End User Customer is physically located outside the service area of his or her
service provider.
"Service Control Point" or "SCP" means a node in the CCS network to which information
requests for service handling, such as routing, are directed and processed. The SCP is a real
time database system that, based on a query from a Service Switching Point (SSP), performs
End User Customer or application-specific service logic and then sends instructions back to the
SSP on how to continue call processing.
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Section 4
Definitions
"Service Switching Point" or "SSP" is a telephone switch that performs call processing on traffic
that originates, Tandems, or terminates at that site. Such call processing includes the
generation of SS7 messages to transfer call-related information to other SSPs and sending a
query to an SCP for instructions on call routing. SSPs are interconnected by SS7 links.
"Serving Wire Center" denotes the CenturyLink building from which dial tone for local Exchange
Service would normally be provided to a particular End User Customer Premises.
"Signaling System 7" or "SS7" is an out-of-band signaling protocol consisting of four basic sub-
protocols:
1) Message Transfer Part (MTP), which provides functions for basic routing of
signaling messages between signaling points;
2) Signaling Connection Control Part (SCCP), which provides additional routing and
management functions for transfer of messages other than call setup between signaling
points;
3) lntegrated Services Digital Network User Part (ISUP), which provides for transfer
of call setup signaling information between signaling points; and
4) Transaction Capabilities Application Part (TCAP), which provides for transfer of
non-circuit related information between signaling points.
"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 Service" means the offering of transmission and switching services to
lnterexchange Carriers for the purpose of the origination or termination of telephone toll service.
Switched Access Services include: Feature Group A, Feature Group B, Feature Group D, 8XX
access, and 900 access and their successors or similar Switched Access Services.
"Tariff' as used throughout this Agreement refers to CenturyLink interstate Tariffs and state
Tariffs, price lists and price schedules.
"Technically Feasible" lnterconnection, Collocation, and other methods of achieving
Interconnection at a point in the network shall be deemed Technically Feasible absent technical
or operational concerns that prevent the fulfillment of a request by a Telecommunications
Carrier for such lnterconnection, access, or methods. A determination of technical feasibility
does not include consideration of economic, accounting, Billing, space, or site concerns, except
that space and site concerns may be considered in circumstances where there is no possibility
of expanding the space available. The fact that an incumbent LEC must modify its facilities or
equipment to respond to such request does not determine whether satisfying such request is
Technically Feasible. An incumbent LEC that claims that it cannot satisfy such request because
of adverse network reliability impacts must prove to the Commission by clear and convincing
evidence that such lnterconnection, access, or methods would result in specific and significant
adverse network reliability impacts.
"Telecommunications" means the transmission, between or among points specified by the user,
of information of the user's choosing, without change in the form or content of the information as
sent and received.
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Section 4
Definitions
"Telecommunications Carrie/' 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 Federal Communications Commission shall determine whether the provision of fixed and
mobile satellite service shall be treated as common carriage.
"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.
"Toll Free Service" means service provided with any dialing sequence that invokes Toll Free,
i.e., 800-like, service processing. Toll Free Service currently includes calls to the Toll Free
Service 800/888/8771866 NPA SAC codes.
"Transit Service" is any traffic that originates from one (1) Telecommunications Carrier's network
and/or its end user(s), transits another Telecommunications Carrier's network and terminates to
yet another Telecommunications Carrier's network and/or its end user(s).
"Trouble lsolation Charge" - see "Maintenance of Service."
"Trunk Group Servicing Request "TGSR" is the notification the Centurylink Trunk Forecasting
Group sends to the Service Delivery Center to advise of blocking conditions on Carrier trunk
groups.
"Waste" means all hazardous and non-hazardous substances and materials which are intended
to be discarded, scrapped or recycled, associated with activities WSP or Centurylink or their
respective contractors or agents perform at Work Locations. lt shall be presumed that all
substances or materials associated with such activities, that are not in use or incorporated into
structures (including without limitation damaged components or tools, leftovers, containers,
garbage, scrap, residues or by-products), except for substances and materials that WSP,
CenturyLink or their respective contractors or agents intend to use in their original form in
connection with similar activities, are Waste. Waste shall not include substances, materials or
components incorporated into structures (such as cable routes) even after such components or
structures are no longer in current use.
"Wire Center" means the location of a Centurylink local switching facility containing one or
more Central Offices, as defined in the Appendix to Part 36, Chapter 1 of Title 47 of the Code of
Federal Regulations. Wire Center boundaries define the area in which all End User Customers
served by a given Wire Center are located. "Wireless" for the purposes of this Agreement, are
Telecommunications Services provided by a2-way CMRS Carrier in accordance with its CMRS
license(s). This includes both cellular and personal communications service providers.
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Section 4
Definitions
"Wireless lnterconnection Service" or ('WlS)" is the CenturyLink product name for
lnterconnection as described in Section 6 of this Agreement.
"Wireless lnterconnection Service (WlS) Entrance Facility" is a DS1 or DS3 facility that extends
from WSP's Switch location or Point of lnterconnection (POl) to the Centurylink Serving Wire
Center. An Entrance Facility may not extend beyond the area served by the CenturyLink
Serving Wire Center.
"Wireless Service Provider" or "WSP" for purposes of this Agreement is a 2-way CMRS provider
of Telecommunications service.
"Wireless Switched Access Traffic" is traffic that originates at one of the WSP'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 WSP's End User Customers, when the traffic transits the
CenturyLink network. See Section 6.5.
"Wireline" are Telecommunications Services provided by CenturyLink or other non-CMRS
Telecommunications Carriers. These services are provided via a fixed landline network where
the End User Customers are stationary.
"Work Locations" means any real estate that WSP or CenturyLink, as appropriate, owns, leases
or licenses, or in which it holds easements or other rights to use, or does use, in connection with
this Agreement,
Terms not otherwise defined here but defined in the Act and the orders and the rules
implementing the Act, 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.
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Section 5
Terms and Conditions
SECTION 5.0. TERMS AND CONDITIONS
5.1 General Provisions
5.1.1 lntentionally Left Blank.
5.1.2 The Parties are each solely responsible for participation in and compliance with
national network plans, including the National Network Security Plan and the Emergency
Preparedness Plan.
5.1.3 Neither Party shall use any service related to or use any of the services provided
in this Agreement in any manner that interferes with other Persons in the use of their service,
prevents other Persons from using their service, or otherwise impairs the quality of service to
other Carriers or to either Party's End User Customers. ln addition, neither Party's provision of
or use of services shall interfere with the services related to or provided under this Agreement.
5.1.3.1 lf such impairment is material and poses an immediate threat to the
safety of either Party's employees, Customers or the public or poses an immediate
threat of a service interruption, that Party shall provide immediate notice by email to the
other Party's designated representative(s) for the purposes of receiving such notification.
Such notice shall include 1) identification of the impairment (including the basis for
identifying the other Party's facilities as the cause of the impairment), 2) date and
location of the impairment, and 3) the proposed remedy for such impairment for any
affected service. Either Party may discontinue the specific service that violates the
provision or refuse to provide the same type of service if it reasonably appears that the
particular service would cause similar harm, until the violation of this provision has been
corrected to the reasonable satisfaction of that Party and the service shall be reinstituted
as soon as reasonably possible. The Parties shall work cooperatively and in good faith
to resolve their differences. ln the event either Party disputes any action that the other
Party seeks to take or has taken pursuant to this provision, that Party may pursue
immediate resolution by expedited or other Dispute Resolution.
5.1.3.2 lf the impairment is service impacting but does not meet the parameters
set forth in Section 5.1.3.1, such as low level noise or other interference, the other Party
shall provide written notice within five (5) Days of such impairment to the other Party and
such notice shall include the information set forth in subsection 5.1.3.1. The Parties
shall work cooperatively and in good faith to resolve their differences. lf the impairment
has not been corrected or cannot be corrected within five (5) business days of receipt of
the notice of non-compliance, the other Party may pursue immediate resolution by
expedited or other Dispute Resolution.
5.1.3.3 lf either Party causes non-service impacting impairment the other Party
shall provide written notice within fifteen (15) Days of the impairment to the other Party
and such notice shall includethe information setforth in subsection 5.1.3.1. The Parties
shall work cooperatively and in good faith to resolve their differences. lf either Party fails
to correct any such impairment within fifteen (15) Days of written notice, or if such non-
compliance cannot be corrected within fifteen (15) Days of written notice of non-
compliance, and if the impairing Party fails to take all appropriate steps to correct as
soon as reasonably possible, the other Party may pursue immediate resolution by
expedited or other Dispute Resolution.
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5.1.3.4
Section 5
Terms and Conditions
It is the responsibility of either Party to inform its End User Customers of
service impacting impairment that may result in discontinuance of service as soon as the
Party receives notice of same.
5.1.4 Each Party is solely responsible for the services it provides to its End User
Customers and to other Telecommunications Carriers. This provision is not intended to limit the
liability of either Party for its failure to perform under this Agreement.
5.1.5 The Parties shall work cooperatively to minimize fraud associated with third-
number billed calls, calling card calls, and any other services related to this Agreement.
5.1.6 Nothing in this Agreement shall prevent either Party from seeking to recover the
costs and expenses, if any, it may incur in (a) complying with and implementing its obligations
under this Agreement, the Act, and the rules, regulations and orders of the FCC and the
Commission, and (b) the development, modification, technical installation and maintenance of
any systems or other infrastructure which it requires to comply with and to continue complying
with its responsibilities and obligations under this Agreement. Notwithstanding the foregoing,
Centurylink shall not assess any charges against WSP for services, facilities, Ancillary service
and other related works or services covered by this Agreement, unless the charges are
expressly provided for in this Agreement. All services and capabilities currently provided
hereunder, to be provided hereunder, shall be priced in accordance with all applicable
provisions of the Act and the rules and order of the Federal Communications Commission and
orders of the Commission.
5.2 Term of Agreement
5.2.1 This Agreement shall become effective on the date of Commission Approval
("Effective Date"); however, the Parties may agree to implement the provisions of this
Agreement upon execution. This Agreement shall be binding upon the Parties for a term of
three (3) years.
5.2.2 Upon expiration of the term of this Agreement, this Agreement shall continue in
full force and effect until superseded by a successor agreement in accordance with this Section
5.2.2. Any Party may request negotiation of a successor agreement by written notice to the
other Party no earlier than one hundred sixty (160) Days prior to the expiration of the term, or
the Agreement shall renew on a month to month basis. The date of this notice will be the
starting point for the negotiation window under Section 252 of the Act. This Agreement will
terminate on the date a successor agreement is approved by the Commission. However,
nothing relieves WSP from fulfilling the obligations incurred under the prior Agreement.
5.3 lntentionally Left Blank
5.4 Payment
5.4.1 Amounts payable under this Agreement are due and payable within thirty (30)
Days after the date of invoice (Payment Due Date). lf a Payment Due Date falls on a Sunday,
or on a holiday which is observed on a Monday, the payment date shall be the first non-holiday
day following such Sunday or holiday. lf a Payment Due 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 invoice is the same as if the invoice were billed on paper, not the date
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Section 5
Terms and Conditions
the electronic delivery occurs. lf either Party fails to make payment on or before the Payment
Due Date, the other Party may invoke all available rights and remedies.
5.4.2 One Party may discontinue processing orders for the failure of the other Party to
make full payment for the services, less any good faith disputed amount as provided for in
Section 5.4.4 of this Agreement, for the services provided under this Agreement within thirty
(30) Days following the payment due date provided the Billing Party has notified the other Party
in writing at least ten (10) business days prior to discontinuing the processing of orders for
services. lf the Billing Party does not refuse to accept additional orders for the services on the
date specified in the ten (10) business days'notice, and the other Party's non-compliance
continues, nothing contained herein shall preclude the Billing Party's right to refuse to accept
additional orders for the services from the non-complying Party without further notice. For order
processing to resume, the billed Party will be required to make full payment of all charges for
the services not disputed in good faith under this Agreement. Additionally, the Billing Party may
require a deposit (or additional deposit) from the billed Party, pursuant to this section. ln
addition to other remedies that may be available at law or equity, the billed Party reserves the
right to seek equitable relief, including injunctive relief and specific performance.
5.4.3 The Billing Party may disconnect services for failure by the billed Party to make
full payment, less any good faith disputed amount as provided for in Section 5.4.4 of this
Agreement, for the services provided under this Agreement within sixty (60) Days following the
payment due date. The billed Party will pay the applicable reconnect charge set forth in Exhibit
A required to reconnect each service disconnected pursuant to this paragraph. The Billing Party
will notify the billed Party at least ten (10) business days prior to disconnection of the service(s).
ln case of such disconnection, all applicable undisputed charges, including termination charges,
shall become due. lf the Billing Party does not disconnect the billed Party's service(s) on the
date specified in the ten (10) business days notice, and the billed Party's noncompliance
continues, nothing contained herein shall preclude the Billing Party's right to disconnect services
of the non-complying Party without further notice. For reconnection of the services to occur, the
billed Party will be required to make full payment of all past and current undisputed charges
under this Agreement for the services. Additionally, the Billing Party will request a deposit (or
recalculate the deposit) as specified in Section 5.4.5 and 5.4.7 from the billed Party, pursuant to
this Section. ln addition to other remedies that may be available at law or equity, each Party
reserves the right to seek equitable relief, including injunctive relief and specific performance.
5.4.4 Should WSP or CenturyLink dispute, in good faith, any portion of the charges
under this Agreement, the Parties will notify each other in writing within fifteen (15) Days
following the payment due date identifying the amount, reason and rationale of such dispute. At
a minimum, WSP and CenturyLink shall pay all undisputed amounts due. Both WSP 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.
5.4.4.1 lf a Party 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 the Billing
Party, the withholding Party shall pay the disputed amount and applicable late payment
charges no later than the next Bill Date following the resolution. lf the disputed charges
have been withheld and the dispute is resolved in favor of the disputing Party, the Billing
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Party shall credit the bill of the disputing Party 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.
5.4.4.2 lf a Party pays the disputed charges and the dispute is resolved in favor
of the Billing Party, no further action is required. lf a Party pays the charges disputed at
the time of payment or at any time thereafter pursuant to Section 5.4.4.3, and the
dispute is resolved in favor of the disputing Party, the Billing Party will adjust the Billing,
usually within two (2) Billing cycles, after the resolution of the dispute, as follows:
(1) The Billing Party will credit the Billed Party's bill for the disputed amount and
any associated interest; or
(2) lf the disputed amount is greater than the bill to be credited, pay the
remaining amount to the Billed Party.
(3) 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.
5.4.4.3 lf the Billed Party fails to dispute a rate or charge within sixty (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.
5.4.5. CenturyLink reserves the right to secure the account at any time with a suitable security
deposit in the form and amounts set forth herein. lf payment of the security deposit is not
made within thirty (30) Days of the request, Carrier will be considered in material breach of the
Agreement and CenturyLink may stop processing orders for service.
5.4.6. ln the event of a material change in CLEC's financial condition subsequent to the
Effective Date of this Agreement, CenturyLink may request a security deposit. A "material
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. 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 the Agreement received after the Payment Due
Date, three (3) or more times during the last twelve (12) month period.
5.4.7. The deposit amount may not exceed the estimate total monthly charges for a two (2)
month period based upon recent or projected Billing. 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). The
deposit may be an irrevocable 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. Required deposits are due and payable within thirty (30) Days after demand. Non-
payment is subject to Sections 5.4.2 and 5.4.3 of this Agreement.
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5.4.8 CenturyLink may exercise its right to credit any cash deposit to CLEC's account, or to
demand payment from the issuing bank or bonding company of any irrevocable bank letter of
credit, upon the occurrence of any one of the following events:
5.4.8.1.when CLEC's undisputed balances due to CenturyLink are more than
thirty (30) Days past due; and/or
5.4.8.2.to the extent permitted by Applicable Laws, when CLEC files for
protection under the bankruptcy laws; and/or
5.4.8.3.to the extent permitted by Applicable Laws, when an involuntary petition
in bankruptcy is filed against CLEC and is not dismissed within sixty (60) Days; and/or
5.4.8.4.when this Agreement expires or terminates.
5.4.9 lf any security deposit held by CenturyLink is applied as a credit toward payment of
CLEC's balances due to CenturyLink, then CenturyLink may require CLEC to provide a new
deposit. lf payment of the new deposit is not made within thirty (30) Days of the request,
CenturyLink may stop processing orders for service and CLEC will be considered in breach of
the Agreement.
5.4.10 lnterest will be paid on cash deposits at the rate applying to deposits under applicable
Commission regulations. Cash deposits and accrued interest will be credited to CLEC's
account or refunded, as appropriate, upon the earlier of the expiration of the term of the
Agreement or the establishment of satisfactory credit with CenturyLink, which will generally be
one full year of 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.
5.4.11 CenturyLink may review CLEC's credit standing and modify the amount of deposit
required but in no event will the maximum amount exceed the amount stated hereinabove.
5.4.12 The late payment charge for amounts that are billed under this Agreement shall be in
accordance with Commission requirements,
5.4.13 WSP shall be responsible for notifying its End User Customers of any pending
disconnection of a service by WSP, if necessary, to allow those End User Customers to make
other arrangements for such services.
5.4.14 WSP 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.
5.5 Taxes
5.5.1 Any federal, state, or local sales, use, excise, gross receipts, transaction or
similar taxes, fees or surcharges 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 permitted by law to collect such taxes, fees or surcharges, from the
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purchasing Party, such taxes, fees or surcharges shall be borne by the Party purchasing the
services. Each Party is responsible for any tax on its corporate existence, status or income.
Whenever possible, these amounts shall be billed as a separate item on the invoice. To the
extent a sale is claimed to be for resale tax exemption, the purchasing Party shall furnish the
providing Party a proper resale tax exemption certificate as authorized or required by statute or
regulation by the jurisdiction providing said resale tax exemption. Until such time as a resale tax
exemption certificate is provided, no exemptions will be 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 any 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 is liable for and has paid the tax contested.
5.6 lnsurance
5.6.1 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 A-Vll with respect to liability arising from that Party's operations for which that
Party has assumed legal responsibility in this Agreement. lf either Party or its parent company
has assets equal to or exceeding ten billion dollars ($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 ten billion dollar ($10,000,000,000) asset
threshold, such parent shall be responsible for the insurance obligations contained in this
Section 5.6.1, to the extent its affiliated Party fails to meet such obligations.
5.6.1.1 Workers' Compensation with statutory limits as required in the state of
operation and Employers' Liability insurance with limits of not less than one hundred
thousand dollars ($100,000) each accident.
5.6.1.2 Commercial General Liability insurance covering claims for bodily injury,
death, personal injury or property damage occurring or arising out of the use or
occupancy of the premises, including coverage for independent contractor's protection
(required if any work will be subcontracted), premises-operations, 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 one million dollars
($1,000,000) each occurrence and two million dollars ($2,000,000) general aggregate
limit.
5.6.1.3 Business automobile liability insurance covering the ownership, operation
and maintenance of all owned, non-owned and hired motor vehicles with limits of not
less than one million dollars ($1,000,000) per occurrence for bodily injury and property
damage.
5.6.1.4 Umbrella/Excess Liability insurance in an amount of ten million dollars
($10,000,000) excess of Commercial General Liability insurance specified above. These
limits may be obtained through any combination of primary and excess or umbrella
liability insurance so long as the total limit is eleven million dollars ($11,000,000).
5.6.1.5 "All Risk" Property coverage on a full replacement cost basis insuring all
of WSP personal property situated on or within the Premises or Remote Premises.
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5.6.2
5.8.3
5.8.4
and thereafterwill provide such certificates upon request. Such certificates shall (1) name the
other Party as an additional insured under commercial general liability coverage; (2) indicate
that coverage is primary and not excess of, or contributory with, any other valid and collectible
insurance purchased by the other Party; and (3) acknowledge severability of interesUcross
liability coverage.
5.7 Force Majeure
5.7.1 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 (collectively, 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 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. ln the event of
a labor dispute or strike the Parties agree to provide service to each other at a level equivalent
to the levelthey provide themselves.
5.8 Limitation of Liability
5.8.1 Each Party's liability to the other Party for any loss relating to or arising out of any
act or omission in its performance under this Agreement, whether in contract, warranty, strict
liability, or tort, including (without limitation) negligence of any kind, shall be limited to the total
amount that is or would have been charged to the other Party by such breaching Party for the
service(s) or function(s) not performed or improperly performed. Each Party's liability to the
other Party for any other losses shall be limited to the total amounts charged to WSP under this
Agreement during the contract year in which the cause accrues or arises.
5.8.2 Neither Party shall be liable to the other for indirect, incidental, consequential, or
special damages, including (without limitation) damages for lost profits, lost revenues, lost
savings suffered by the other Party regardless of the form of action, whether in contract,
warranty, strict liability, tort, including (without limitation) negligence of any kind and regardless
of whether the Parties know the possibility that such damages could result.
Section 5
Terms and Conditions
Each Party will initially provide certificate(s) of insurance evidencing coverage,
I ntentionally Left Blank.
Nothing contained in this Section shall limit either Party's liability to the other for
(i) willful or intentional misconduct or (ii) damage to tangible real or personal property
proximately caused solely by such Party's negligent act or omission or that of their respective
agents, subcontractors, or employees.
5.8.5 Nothing contained in this Section 5.8 shall limit either Party's obligations of
indemnification specified in this Agreement, nor shall this Section 5.8 limit a Party's liability for
failing to make any payment due under this Agreement.
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5.9 lndemnity
5.9.1 The Parties agree that unless otherwise specifically set forth in this Agreement
the following constitute the sole indemnification obligations between and among the Parties:
5.9.1.1 Each of the Parties agrees to release, indemnify, defend and hold
harmless the other Party and each of its 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 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 lndemnifying 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.
5.9.1.2 ln the case of claims or loss 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 lndemnifying Party) shall defend and indemnify the other Party and
each of its officers, directors, employees and agents (collectively the 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 by the lndemnified Party,
unless the loss was caused by the willful misconduct of the lndemnified Party. The
obligation to indemnify 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.
5.9.2 The indemnification provided herein shall be conditioned upon:
5.9.2.1 The lndemnified Party shall promptly notify the lndemnifying Party of any
action taken against the lndemnified Party relating to the indemnification. Failure to so
notify the lndemnifying Party shall not relieve the lndemnifying Party of any liability that
the lndemnifying Party might have, except to the extent that such failure prejudices the
lndemnifying Party's ability to defend such claim.
5.9.2.2 lf the lndemnifying Party wishes to defend against such action, it shall
give written notice to the lndemnified Party of acceptance of the defense of such action.
ln such event, the lndemnifying Party shall have 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 accept the defense of the action, the lndemnified Party shall
have the right to employ counsel for such defense at the expense of the lndemnifying
Party. Each Party agrees to cooperate with the other Party in the defense of any such
action and the relevant records of each Party shall be available to the other Party with
respect to any such defense.
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5.9.2.3
Section 5
Terms and Conditions
ln no event shallthe lndemnifying Party settle or consent to any judgment
pertaining to any such action without the prior written consent of the lndemnified Party.
ln the event the lndemnified Party withholds consent, the lndemnified Party may, at its
cost, take over such defense, provided that, in such event, the lndemnifying Party shall
not be responsible for, nor shall it be obligated to indemnify the relevant lndemnified
Party against, any cost or liability in excess of such refused compromise or settlement.
5.10 lntellectualProperty
5.1 0.1 Except for a license to use any facilities or equipment (including software) solely
for the purposes of this Agreement or to receive any service solely (a) as provided in this
Agreement or (b) as specifically required by the then-applicable federal and state rules and
regulations relating to lnterconnection and access to Telecommunications facilities and
services, nothing contained within this Agreement shall be construed as the grant of a license,
either express or implied, with respect to any patent, copyright, trade name trade mark, service
mark, trade secret, or other proprietary interest or intellectual property, now or hereafter owned,
controlled or licensable by either Party. Nothing in this Agreement shall be construed as the
grant to the other Party of any rights or licenses to trade or service marks.
5.10.2 Subject to Section 5.9.2, each Party (the lndemnifying Party) shall indemnify and
hold the other Party (the lndemnified Party) harmless from and against any loss, cost, expense
or liability arising out of a claim that the use of facilities of the lndemnifying Party or services
provided by the lndemnifying Party provided or used pursuant to the terms of this Agreement
misappropriates or otherwise violates the intellectual property rights of any third party. ln
addition to being subject to the provisions of Section 5.9.2, 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 lndemnifying Party with facilities or services of any other
Person (including the lndemnified Party but excluding the lndemnifying Party and any of its
Affiliates), which combination is not made by or at the direction of the lndemnifying Party or (b)
any modification made to the facilities or services of the lndemnifying Party by, on behalf of or at
the request of the lndemnified Party and not required by the lndemnifying Party. ln the event of
any claim, the lndemnifying Party may, at its sole option (a) obtain the right for the lndemnified
Party to continue to use the facility or service; or (b) replace or modify the facility or service to
make such facility or service non-infringing. lf the lndemnifying Party is not reasonably able to
obtain the right for continued use or to replace or modify the facility or service as provided in the
preceding sentence and either (a) the facility or service is held to be infringing by a court of
competent jurisdiction or (b) the lndemnifying Party reasonably believes that the facility or
service will be held to infringe, the lndemnifying Party shall notify the lndemnified Party and the
Parties shall negotiate in good faith regarding reasonable modifications to this Agreement
necessary to (1) mitigate damage or comply with an injunction which may result from such
infringement or (2) allow cessation of further infringement. 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
services, and such request shall not be unreasonably denied.
5.10.3 To the extent required under applicable federal and state law, CenturyLink shall
use its best efforts to obtain, from its vendors who have licensed intellectual property rights to
CenturyLink in connection with facilities and services provided hereunder, licenses under such
intellectual property rights as necessary for WSP to use such facilities and services as
contemplated hereunder and at least in the same manner used by CenturyLink for the facilities
and services provided hereunder. CenturyLink shall notify WSP immediately in the event that
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CenturyLink believes it has used its best efforts to obtain such rights, but has been unsuccessful
in obtaining such rights.
5.10.3.1 CenturyLink covenants that it will not enter into any licensing agreements
with respect to any CenturyLink facilities, equipment or services, including software, that
contain provisions that would disqualify WSP from using or interconnecting with such
facilities, equipment or services, including software, pursuant to the terms of this
Agreement. CenturyLink warrants and further covenants that it has not and will not
knowingly modify any existing license agreements for any network facilities, equipment
or services, including software, in whole or in part for the purpose of disqualifying WSP
from using or interconnecting with such facilities, equipment or services, including
software, pursuant to the terms of this Agreement. To the extent that providers of
facilities, equipment, services or software in CenturyLink's network provide CenturyLink
with indemnities covering intellectual property liabilities and those indemnities allow a
flow-through of protection to third parties, CenturyLink shall flow those indemnity
protections through to WSP.
5.10.4 Except as expressly provided in this lntellectual Property Section, nothing in this
Agreement shall be construed as the grant of a license, either express or implied, with respect
to any patent, copyright, logo, trademark, trade name, trade secret or any other intellectual
property right now or hereafter owned, controlled or licensable by either Party. Neither Party
may use any patent, copyright, logo, trademark, trade name, trade secret or other intellectual
property rights of the other Party or its Affiliates without execution of a separate agreement
between the Parties.
5.10.5 Neither Party shall without the express written permission of the other Party,
state or imply that: 1) it is connected, or in any way affiliated with the other or its Affiliates; 2) it is
part of a joint business association or any similar arrangement with the other or its Affiliates; 3)
the other Party and its Affiliates are in any way sponsoring, endorsing or certifying it and its
goods and services; or 4) with respect to its marketing, advertising or promotional activities or
materials, the goods and services are in any way associated with or originated from the other or
any of its Affiliates. Nothing in this paragraph shall prevent either Party from truthfully
describing the Network Elements it uses to provide service to its End User Customers, provided
it does not represent the Network Elements as originating from the other Party or its Affiliates in
any marketing, advertising or promotional activities or materials.
5.10.6 CenturyLink and WSP each recognize that nothing contained in this Agreement
is intended as an assignment or grant to the other of any right, title or interest in or to the
trademarks or service marks of the other (the Marks) and that this Agreement does not confer
any right or license to grant sublicenses or permission to third parties to use the Marks of the
other and is not assignable. Neither Party will do anything inconsistent with the other's
ownership of their respective Marks, and all rights, if any, that may be acquired by use of the
Marks shall inure to the benefit of their respective Owners. The Parties shall comply with all
Applicable Law governing Marks worldwide and neither Party will infringe the Marks of the other.
5.11 Warrantles
5.11.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES
AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THAT ALL
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Section 5
Terms and Conditions
PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED ''AS IS,'WITH ALL
FAULTS.
5.12 Assignment
5.12.1 Neither Party may assign or transfer (whether by operation of law or otherwise)
this Agreement (or any rights or obligations hereunder) to a third party without the prior written
consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer
this Agreement to a corporate Affiliate or an entity under its common control; without the
consent of the other Party, provided that the performance of this Agreement by any such
assignee is guaranteed by the assignor. Any attempted assignment or transfer that is not
permitted is void ab initio. Without limiting the generality of the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of the Parties'respective successors and assigns.
5.12.2 ln the event that CenturyLink transfers to any unaffiliated Party exchanges
including End User Customers that WSP serves in whole or in part through facilities or services
provided by Centurylink under this Agreement, the transferee shall be deemed a successor to
CenturyLink's responsibilities hereunder for a period of ninety (90) Days from notice to WSP of
such transfer or until such later time as the Commission may direct pursuant to the
Commission'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 shall use its best efforts to facilitate
discussions between WSP and the Transferee with respect to Transferee's assumption of
CenturyLink's obligations pursuant to the terms of this Agreement.
5.12.3 Nothing in this section is intended to restrict WSP's rights to opt into a Wireless
lnterconnection Agreement under S 252(i) of the Act and 47 C.F.R. S 51.809.
5.13 Default
5.13.1 lf 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 shall
continue for thirty (30) Days after written notice thereof, the other Party may seek relief in
accordance with the Dispute Resolution provision of this Agreement. The failure of either Party
to enforce any of the provisions of this Agreement or the waiver thereof in any instance shall not
be construed as a general waiver or relinquishment on its part of any such provision, but the
same shall, nevertheless, be and remain in fullforce and effect.
5.14 Disclaimer of Agency
5.14.1 Except for provisions herein expressly authorizing a Party to act for another,
nothing in this Agreement shall constitute a Party as a legal representative or agent of the other
Party, nor shall a Party have the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name or on behalf of the other Party
unless othenvise expressly permitted by such other Party. Except as otherwise expressly
provided in this Agreement, no Party undertakes to perform any obligation of the other Party
whether regulatory or contractual, or to assume any responsibility for the management of the
other Party's business.
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5.15 Severability
5.15.1 ln the event that any one or more of the provisions contained herein shall for any
reason be held to be unenforceable or invalid in any respect under law or regulation, the Parties
will negotiate in good faith for replacement language as set forth herein. lf any part of this
Agreement is held to be invalid or unenforceable for any reason, such invalidity or
unenforceability will affect only the portion of this Agreement, which is invalid or unenforceable.
ln all other respects, this Agreement will stand as if such invalid or unenforceable provision had
not been a part hereof, and the remainder of this Agreement shall remain in full force and effect.
5.16 Nondisclosure
5.16.1 All information, including but not limited to specifications, microfilm, photocopies,
magnetic disks, drawings, sketches, models, samples, tools, technical information, data,
employee records, maps, financial reports, and market data, (i) furnished by one Party to the
other Party dealing with business or marketing plans End User Customer specific, facility
specific, or usage specific information, other than End User Customer information
communicated for the purpose of providing Directory Assistance or publication of directory
database, or (ii) in written, graphic, electromagnetic, or other tangible form and marked at the
time of delivery as "Confidential" or "Proprietary", or (iii) communicated and declared to the
receiving Party at the time of delivery, or by written notice given to the receiving Party within ten
(10) Days after delivery, to be "Confidential" or "Proprietary" (collectively referred to as
"Proprietary lnformation"), shall remain the property of the disclosing Party. A Party who
receives Proprietary Information via an oral communication may request written confirmation
that the material is Proprietary lnformation. A Party who delivers Proprietary lnformation via an
oral communication may request written confirmation that the Party receiving the information
understands that the material is Proprietary lnformation. Each Party shall have the right to
correct an inadvertent failure to identify information as Proprietary lnformation by giving written
notification within thirty (30) Days after the information is disclosed. The receiving Party shall
from that time fonruard, treat such information as Proprietary lnformation.
5.16.2 Upon request by the disclosing Party, the receiving Party shall return all tangible
copies of Proprietary lnformation, whether written, graphic or otherwise, except that the
receiving Party may retain one copy for archival purposes.
5.16.3 Each Party shall keep all of the other Party's Proprietary lnformation confidential
and will disclose it on a need to know basis only. Each party shall use the other Party's
Proprietary lnformation only in connection with this Agreement. Agreement and in accordance
with Applicable Law, including but not limited to, 47 U.S.C. S 222. ln accordance with Section
222 of the Act, when either Party receives or obtains Proprietary lnformation from the other
Party for purposes of providing any Telecommunications Services, that Party shall use such
information only for such purpose, and shall not use such information for its own marketing
efforts. Neither Party shall use the other Party's Proprietary lnformation for any other purpose
except upon such terms and conditions as may be agreed upon between the Parties in writing.
Violations of these obligations shall subject a Party's employees to disciplinary action up to and
including termination of employment. lf either Party loses, or makes an unauthorized disclosure
of, the other Party's Proprietary lnformation, it will notify such other Party immediately and use
reasonable efforts to retrieve the information.
5.16.4 Unless otherwise agreed, the obligations of confidentiality and non-use set forth
in this Agreement do not apply to such Proprietary lnformation as:
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a) was at the time of receipt already known to the receiving Party free of any
obligation to keep it confidential evidenced by written records prepared prior to delivery
by the disclosing Party; or
b) is or becomes publicly known through no wrongful act of the receiving Party; or
c) is rightfully received from a third Person having no direct or indirect secrecy or
confidentiality obligation to the disclosing Party with respect to such information; or
d) is independently developed by an employee, agent, or contractor of the receiving
Party which individual is not involved in any manner with the provision of services
pursuant to the Agreement and does not have any direct or indirect access to the
Proprietary lnformation; or
e) is disclosed to a third Person by the disclosing Party without similar restrictions
on such third Person's rights; or
0 is approved for release by written authorization of the disclosing Party; or
g) is required to be disclosed by the receiving Party pursuant to Applicable Law or
regulation provided that the receiving Party shall give sufficient notice of the requirement
to the disclosing Party to enable the disclosing Party to seek protective orders.
5.16.5 Nothing herein is intended to prohibit a Partyfrom supplying factual information
about its network and Telecommunications Services on or connected to its network to regulatory
agencies including the Federal Communications Commission and the Commission so long as
any confidential obligation is protected. ln addition either Party shall have the right to disclose
Proprietary lnformation to any mediator, arbitrator, state or federal regulatory body, the
Department of Justice or any court in the conduct of any proceeding arising under or relating in
any way to this Agreement or the conduct of either Party in connection with this Agreement,
including without limitation the approval of this Agreement, or in any proceedings concerning the
provision of lnterLATA services by CenturyLink that are or may be required by the Act. The
Parties agree to cooperate with each other in order to seek appropriate protection or treatment
of such Proprietary lnformation pursuant to an appropriate protective order in any such
proceeding.
5.16.6 Effective Date of this Section. Notwithstanding any other provision
Agreement, the Proprietary lnformation provisions of this Agreement shall apply
information furnished by either Party to the other in furtherance of the purpose
Agreement, even if furnished before the Effective Date.
5.16.7 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 shall be 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 shall not be deemed to be the exclusive remedies
for a breach of the confidentiality provisions of this Agreement, but shall be in addition to all
other remedies available at law or in equity.
5.16.8 Nothing herein should be construed as limiting either Party's rights with respect
to its own Proprietary lnformation or its obligations with respect to the other Party's Proprietary
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of thisto all
of this
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Section 5
Terms and Conditions
lnformation under Section 222 of the Act.
5.16.9 Forecasts provided by either Party to the other Party shall be deemed
Confidential lnformation and the Parties may not distribute, disclose or reveal, in any form, this
material other than as allowed and described in subsections 5.16.9.1 and 5.16.9.2.
5.16.9.1 The Parties may disclose, on a need to know basis only, WSP individual
forecasts and forecasting information disclosed by CenturyLink, to CenturyLink's legal
personnel in connection with their representation of CenturyLink in any dispute regarding
the quality or timeliness of the forecast as it relates to any reason for which WSP
provided it to CenturyLink under this Agreement, as well as to WSP's wholesale account
managers, wholesale WIS and Collocation product managers, network and groMh
planning personnel responsible for preparing or responding to such forecasts or
forecasting information. ln no case shall retail marketing, sales or strategic planning
have access to this forecasting information. The Parties will inform all of the
aforementioned personnel with access to such Confidential lnformation, of its
confidential nature and will require personnel to execute a nondisclosure agreement
which states that, upon threat of termination, the aforementioned personnel may not
reveal or discuss such information with those not authorized to receive it except as
specifically authorized by law. Violations of these requirements shall subject the
personnel to disciplinary action up to and including termination of employment.
5.16.9.1.1 Upon the specific order of the Commission, Centurylink may
provide the forecast information that WSPs have made available to CenturyLink
under this Agreement, provided that CenturyLink shall first initiate any
procedures necessary to protect the confidentiality and to prevent the public
release of the information pending any applicable Commission procedures and
further provided that CenturyLink provides such notice as the Commission directs
to WSP involved, in order to allow it to prosecute such procedures to their
completion.
5.16.9.2 The Parties shall maintain confidentialforecasting information in secure files and
locations such that access to the forecasts is limited to the personnel designated in subsection
5.16.9.1 above and such that no other personnel have computer access to such information.
5.17 Survival
5.17.1 Any liabilities or obligations of a Party for acts or omissions prior to the
termination of this Agreement, and any obligation of a Party under the provisions regarding
indemnification, Confidential or Proprietary lnformation, limitations of liability, and any other
provisions of this Agreement which, by their terms, are contemplated to survive (or to be
performed after) termination of this Agreement, shall survive cancellation or termination hereof.
5.18 DisputeResolution
5.1 8.1 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,
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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 (Confidential
lnformation) developed for purposes of settlement, and will be exempt from discovery and
production, and not be admissible in any subsequent proceedings without the concurrence of
both Parties.
5.18.2 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 an action which will be brought before the
Commission or the FCC. lf the claims are not within the jurisdiction or the scope of the statutory
authority of the Commission or the FCC, or if the Party commencing the action seeks a
judgment for money damages, including, but not limited to, payment of amounts billed, 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 if not, in the Denver District Court for the State of
Colorado. The Parties agree that such courts have personaljurisdiction over them.
5.18.3 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.
5.18.4 No cause of action, including disputes raised pursuant to Section 5.4.4,
regardless of the form, 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.
5.19 Gontrolling Law
5.19.1 This Agreement is offered by CenturyLink and accepted by WSP in accordance
with applicable federal law and the state law of ldaho. lt shall be interpreted solely in
accordance with applicable federal law and the state law of ldaho.
5.20 Responsibility for Environmental Contamination
5.20.1 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. Both Parties shall defend and hold harmless the other, its officers,
directors and employees from and against any losses, damages, claims, demands, suits,
liabilities, fines, penalties and expenses (including reasonable attorneys'fees) that arise out of
or result from (i) any Environmental Hazard that the lndemnifying Party, its contractors or agents
introduce to the Work Locations or (ii) the presence or release of any Environmental Hazard for
which the Indemnifying Party is responsible under Applicable Law.
5.20.2 ln the event any suspect materials within CenturyLink-owned, operated or leased
facilities are identified to be asbestos containing, WSP will ensure that to the extent any
activities which it undertakes in the facility disturb such suspect materials, such WSP activities
will be in accordance with applicable local, state and federal environmental and health and
safety statutes and regulations. Except for abatement activities undertaken by WSP or
equipment placement activities that result in the generation of asbestos-containing material,
WSP does not have any responsibility for managing, nor is it the owner of, nor does it have any
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liability for, or in connection with, any asbestos-containing material. CenturyLink agrees to
immediately notify WSP if CenturyLink undertakes any asbestos control or asbestos abatement
activities that potentially could affect WSP personnel, equipment or operations, including, but
not limited to, contamination of equipment.
5.21 Notices
5.21.1 Any notices required by or concerning this Agreement shall be in writing and
shall be sufficiently given if delivered personally, delivered by prepaid overnight express service,
or sent by certified mail, return receipt requested, or by email where specified in this Agreement
to Centurylink and WSP at the addresses shown below:
Qwest Corporation dba Centurylink QC
Director Wholesale Contracts
930 1sth Street 6th Floor
Denver, CO 80202
Email: [e-mail]
Phone: [phone]
and to WSP at the address shown below:
Sam Shiffman
Commio, LLC
President
'11320 Hwy 620 N, Suite: A031
Austin, TX 78726
Telephone : [phone]
Email: [e-mail]
With a copv to:
CenturyLink Law Department
Associate General Counsel, lnterconnection
1801 California Street, 1Oth Floor
Denver, CO 80202
Email: Leqal. I [e-mail]
Phone: [phone]
lf personal delivery is selected to give notice, a receipt acknowledging such delivery must be
obtained. Each Party shall inform the other of any change in the above contact Person and/or
address using the method of notice called for in this Section 5.21.
5.22 Responsibility of Each Party
5.22.1 Each Party is an independent contractor, and has and hereby retains the right to
exercise full control of and supervision over its own performance of its obligations under this
Agreement and retains full control over the employment, direction, compensation and discharge
of all employees assisting in the performance of such obligations. Each Party will be solely
responsible for all matters relating to payment of such employees, including compliance with
social security taxes, withholding taxes and all other regulations governing such matters. Each
Party will be solely responsible for proper handling, storage, transport and disposal at its own
expense of all (i) substances or materials that it or its contractors or agents bring to, create or
assume control over at Work Locations, and (ii) Waste resulting there from or otherwise
generated in connection with its or its contractors' or agents' activities at the Work Locations.
Subject to the limitations on liability and except as otherwise provided in this Agreement, each
Party shall be responsible for (i) its own acts and performance of all obligations imposed by
Applicable Law in connection with its activities, legal status and property, real or personal, and
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(ii) the acts of its own Affiliates, employees, agents and contractors during the performance of
that Party's obligations hereunder.
5.23 No Third Party Beneficiaries
5.23.1 The provisions of this Agreement are for the benefit of the Parties and not for any
other Person. This Agreement will not provide any Person not a Party to this Agreement with
any remedy, claim, liability, reimbursement, claim of action, or other right in excess of those
existing by reference in this Agreement.
5.24 lntentionally Left Blank
5.25 Publicity
5.25.1 Neither Party shall publish or use any publicity materials with respect to the
execution and delivery or existence of this Agreement without the prior written approval of the
other Party. Nothing in this section shall limit a Party's ability to issue public statements with
respect to regulatory or judicial proceedings.
5.26 Executed in Gounterparts
5.26.1 This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original; but such counterparts shall together constitute one and the same
instrument.
5.27 Compliance
5.27.1 Each Party shall comply with all applicable federal, state, and local laws, rules
and regulations applicable to its performance under this Agreement. Without limiting the
foregoing, CenturyLink and WSP agree to keep and maintain in full force and effect all permits,
licenses, certificates, and other authorities needed to perform their respective obligations
hereunder.
5.28 Gompliance with the Communications Assistance Law Enforcement Act of 1994
5.28.1 Each Party represents and warrants that any equipment, facilities or services
provided to the other Party under this Agreement comply with the Communications Assistance
Law Enforcement Act of 1994 (CALEA). Each Party shall indemnify and hold the other Party
harmless from any and all penalties imposed upon the other Party for such noncompliance and
shall 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.
5.29 Cooperation
5.29.1 The Parties agree that this Agreement involves the provision of CenturyLink
services in ways such services were not previously available and the introduction of new
processes and procedures to provide and bill such services. Accordingly, the Parties agree to
work jointly and cooperatively in testing and implementing processes for pre-ordering, ordering,
maintenance, Provisioning and Billing and in reasonably resolving issues which result from such
implementation on a timely basis. Electronic processes and procedures are addressed in
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Section 5
Terms and Conditions
Section 12 of this Agreement.
5.30 Amendments
5.30.1 Either Party may request an amendment to this Agreement at any time by
providing to the other Party in writing information about the desired amendment and proposed
language changes. lf the Parties have not reached agreement on the requested amendment
within sixty (60) Days after receipt of the request, either Party may pursue resolution of the
amendment through the Dispute Resolution provisions of this Agreement.
5.30.2
5.30.3
lntentionally Left Blank.
The provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures from the
provisions of this Agreement may not be given without the written consent thereto by both
Parties' authorized representative. No waiver by any party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, will be deemed to extend
to any prior or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
5.31 Entire Agreement
5.31.1 This Agreement (including the documents referred to herein and any
amendments to the Agreement) 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, to
the extent they relate in any way to the subjects of this Agreement.
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SECTION 6.0 . INTERCONNECTION
6.1 !nterconnectionFacilityOptions
6.1.1 This Section describes the lnterconnection of CenturyLink's network and WSP's
network for the purpose of exchanging lntraMTA, lnterMTA, and Wireless Switched Access
Traffic. lntercarrier traffic exchange will be mutual and reciprocal and all traffic exchanged
between the Parties must be provisioned pursuant to this Agreement. CenturyLink will provide
lnterconnection at any technically feasible point within CenturyLink's network, including but not
limited to, (i) the trunk side of a local Switch and (ii) the trunk connection points for a Tandem
Office Switch.,. "lnterconnection" is as described in the Act and refers, in this Section of the
Agreement, to the connection between networks for the purpose of transmission and routing of
lntraMTA traffic. CenturyLink's Wireless lnterconnection Service is provided for the purpose of
connecting End Office Switches to End Office Switches or End Office Switches to Local or
Access Tandem Switches for the exchange of lntraMTA Traffic; or End Office switches to
Access Tandem Switches for the exchange of lnterMTA or Wireless Switched Access Traffic.
New or continued CenturyLink Local Tandem to Centurylink Access Tandem and CenturyLink
Access Tandem to CenturyLink Access Tandem Switch connections are not required where
CenturyLink can demonstrate that such connections present a risk of Switch exhaust and that
CenturyLink does not make similar use of its network to transport the local calls of its own or
any Affiliate's End User Customers.
6.1.1.1 CenturyLink will provide to WSP lnterconnection at least equal in quality
to that provided to itself, to any subsidiary, Affiliate, or any other party to which it
provides lnterconnection. Notwithstanding specific language in other sections of this
Agreement, all provisions of this Agreement regarding lnterconnection are subject to this
requirement. CenturyLink will provide Interconnection under rates, terms and conditions
that are just, reasonable and non-discriminatory.
6.1.2 Methods of lnterconnection
6.1.2.1 The Parties will negotiate the facilities arrangement used to interconnect
their respective networks. WSP shall establish at least one (1) physical Point of
lnterconnection in CenturyLink territory in each LATA where the WSP has local End
User Customers and has an NPA/NXX assigned to a Rate Center within the LATA. The
Parties shall establish, through negotiations, at least one (1) of the following
lnterconnection arrangements, at any technically feasible point: (1) a DS1 or DS3
CenturyLink Provided WIS Entrance Facility; (2) Collocation; (3) negotiated Mid-Span
Meet POI facilities; or (4) Other technically feasible methods of lnterconnection via the
Bona Fide Request (BFR) process unless a particular arrangement has been previously
provided to a third party, or is offered by CenturyLink as a product.
6.1.2.1.1 CenturyLink Provided WIS Entrance Facility. lnterconnection may
be accomplished through the provision of a DS1 or DS3 WIS Entrance Facility of
WSP's determination. A WIS Entrance Facility extends from the CenturyLink
Serving Wire Center to WSP's Switch location or any Technically Feasible POI
chosen by the WSP. Centurylink-provided WIS Entrance Facilities may not
extend beyond the area served by the CenturyLink Serving Wire Center. The
rates for CenturyLink-provided WIS Entrance Facilities are provided in Exhibit A.
CenturyLink's private line transport service is available as an alternative to WIS
Entrance Facilities, when WSP uses such private line transport service for
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Section 6
lnterconnection
multiple services.
6.1.2.2. Collocation. lnterconnection may be accomplished through the
Collocation arrangements offered by Centurylink. The terms and conditions under
which Collocation will be available are described in Section 7.0 of this Agreement.
6.1.2.3.Mid-Span Meet POl. A Mid-Span Meet POI is a negotiated Point of
lnterface, limited to the lnterconnection of facilities between the CenturyLink Serving
Wire Center location of the WSP Switch or other equipment located within the area
served by the CenturyLink Serving Wire Center. The actual physical Point of lnterface
and facilities used will be subject to negotiations between the Parties. Each Party will be
responsible for its portion of the build to the Mid-Span Meet POl. These Mid Span Meet
POls will consist of facilities used for the exchange of traffic and joint provisioning of
Telecommunications Services to End User Customers and other Telecommunications
Carriers, as well as Ancillary trunks such as OS, DA, and 911 trunk groups.
6.1.2.4.CenturyLink agrees to provide local lnterconnection trunk diversity to the
same extent it does so in CenturyLink's local network.
6.2 Exchange of Traffic
6.2.1 Description
6.2.1.1 Section 6.2 addresses the exchange of traffic between WSP's network
and CenturyLink's network. lntercarrier traffic exchange covered by this Agreement is
for Wireless lnterconnection for CMRS Carriers only in association with CMRS two-way
services. Other lnterconnections are covered by a separate agreement or Tariff.
Wireless two-way lnterconnection is intended for Wireless to Wireline or Wireline to
Wireless, but not Wireline to Wireline communications. For purposes of this Agreement,
Fixed Wireless is considered a Wireline architecture. The Wireless lnterconnection
provided shall not be used to terminate other types of traffic on CenturyLink's network,
such as Wireline originated traffic. Where either Party interconnects and delivers traffic
to the other from third parties, each Party shall bill such third parties the appropriate
charges pursuant to its respective Tariffs or contractual offerings for such third party
terminations. Unless otherwise agreed to by the Parties, by an amendment to this
Agreement, the Parties will directly exchange traffic between their respective networks
without the use of third party transit providers.
6.2.1.2 The traffic types to be exchanged under this Agreement include:
6.2.1.2.1 lntraMTA traffic as defined in this Agreement.
6.2.1.2.2 lnterMTA traffic as defined in this Agreement.
6.2.1.2.3 lntentionallyLeft Blank.
6.2.1.2.4 Wireless Switched Access Traffic as defined in this Agreement.
6.2.1.2.5 For purposes of the Agreement, Transit Service does not include
traffic carried by lnterexchange Carriers. That traffic is defined as CenturyLink
Wireless Switched Access Traffic which is addressed in Section 6.5. Transit
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Section 6
Interconnection
Service is provided by CenturyLink, as a local and Access Tandem Switch
provider to the WSP to enable the completion of calls originated by or terminated
to end users of another Telecommunications Carrier which is connected to
CenturyLink's Switches. To the extent that WSP's Switch functions as a local or
Access Tandem Switch, as defined in this Agreement, WSP may also provide
transit service to Centurylink.
6.2.1.3 lntentionally Left Blank.
6.2.1.4 Traffic having special billing or trunking requirements includes, but are not
limited to, the following:
6.2.1.4.1 Ancillary trunks for:
6.2.1.5
6.2.1.4.1.1 DirectoryAssistance
6.2.1.4.1.2 9111E911
6.2.1.4.1.3 Multi Frequency (MF) Wireless Switched Access
Traffic and Assistance Operator Services
6.2.1.4.1.4 Multi Frequency (MF) Wireless Switched Access
Traffic Toll Free Services; and
6.2.1.4.1.5 ISP Bound Traffic.
Toll Blocking Service is a Selective Class of Call Screening (CustomNet).
Selective Class of Call Screening restricts, by operator screen identification, outgoing toll
calls from trunks to collect, third party billed, and/or credit card calls only. Direct dialed
calls to Directory Assistance, 80018771888, E91 11911, 950, and CenturyLink Repair are
permitted. lt is available when WSP sends its traffic on outgoing Ancillary Trunks.
6.2.1.6 Billed Number Screening allows WSP the capability of restricting
incoming collect and/or third number billed calls from being billed to their Ancillary
Trunks. Although these lines are outgoing trunks, the capability does exist to terminate
a collect and/or third number billed call to the line. Other long distance companies may
or may not subscribe to Billing Validation or recognize the billed number screening
indicator. Therefore, calls placed on other long distance company networks may
complete and bill collect and/or third number billed calls to the WSP account.
CenturyLink is not responsible for any calls completed on other long distance company
networks.
6.2.2 Terms and Gonditions
6.2.2.1 Transport and Termination of lntraMTA Traffic.
6.2.2.1.1 lntraMTA Traffic will be terminated as Wireless Type 2
I nterconnection Service.
6.2.2.1.2 As negotiated between the Parties,
Traffic may occur in severalways:
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6.2.2.1.2.1
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Section 6
lnterconnection
One-way or two-way trunk groups may be
established. However, if either Party elects to provision its own
one-way trunks for delivery of lntraMTA traffic to be terminated on
the other Party's network, the ordering Party will provision its own
one-way trunks, The Party ordering one-way trunks will choose
the POI location for such one-way trunks.
6.2.2.1.2.2 WSP may purchase transport services from
CenturyLink or from a third party, including a third party that has
leased the private line transport service facility from CenturyLink.
Such transport provides a facility for the Type 2 trunk to be
provisioned in order to deliver the originating Party's lntraMTA
Traffic to the terminating Party's End Office Switch or Tandem
Switch for call termination. Transport may be purchased from
CenturyLink as Tandem Switch routed (i.e., tandem switching,
tandem transmission and direct trunked transport) or direct routed
to an end office (i.e., direct trunked transport). This Section is not
intended to alter either Party's obligation under Section 251(a) of
the Act.
6.2.2.1.3 When either Party utilizes the other Party's Tandem Switch for the
exchange of lntraMTA traffic, where there is a DS1's worth of traffic (512 CCS)
between the originating Party's End Office Switch delivered to the other Party's
Tandem Switch for delivery to one (1) of the other Party's End Office Switches,
the originating Party will order a direct trunk group to the other Party's End Office
Switch. To the extent that WSP has established a Collocation arrangement at a
CenturyLink End Office Switch location, and has available capacity, WSP may, at
its sole option, provide two-way direct trunk facilities from that End Office Switch
to WSP's Switch.
6.2.2.1.4 Type 2 ordered to a Tandem Switch will be provided as direct
trunked transport between the Serving Wire Center of the WSP's POI and the
Tandem Switch. Tandem transmission rates, as specified in Exhibit A of this
Agreement, will apply to the transport provided from the Tandem Switch to
CenturyLink's End Office Switch.
6.2.2.1.5 lf direct trunked transport is greater than fifty (50) miles in length,
and existing facilities are not available in either Party's network, and the Parties
have not been able to resolve the issue through Mid-Span Meet arrangements,
and the Parties cannot agree as to which Party will provide the facility, the
Parties may bring the matter before the Commission for resolution on an
lndividual Case Basis..
6.2.2.1.6 Regardless of the number of Location Routing Numbers (LRNs)
used by WSP in a LATA, CenturyLink will route traffic destined for WSP's End
User Customers via direct trunking where direct trunking has been established.
ln the event that direct trunking has not been established, such traffic shall be
routed via a CenturyLink Tandem Switch.
6.2.2.2 lnterMTA Traffic
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6.2.2.2.1 lnterMTA Traffic will be exchanged over Type 2 facilities and
usage will be rated using the CenturyLink's FCC's Access Tariff and the
applicable switched Access rates.
6.2.2.3 Transit Traffic
6.2.2.3.1 CenturyLink will accept traffic originated by WSP's network and/or
its end user(s) for termination to other Telecommunications Carrier's network
and/or its end user(s) connected to CenturyLink's Switch. CenturyLink will also
terminate traffic from these other Telecommunications Carriers' networks and/or
its end users to WSP's network and/or its end users. For purposes of the
Agreement, transit traffic does not include traffic carried by lnterexchange
Carriers. Such traffic is defined in Section 6.5 as CenturyLink's Wireless
Switched Access Traffic.
6.2.2.3.2 All transit traffic will be delivered to each involved network with
CCS/SS7 protocol and the appropriate ISUP/TCAP messages to facilitate full
interoperability and billing functions.
6.2.2.3.3 The originating company is responsible for payment of appropriate
rates to the transit company and to the terminating company. The Parties agree
to enter into traffic exchange agreements with third party Telecommunications
Carriers prior to delivering traffic to be transited to third party
Telecommunications Carriers. ln the event one Party originates traffic that
transits the second Party's network to reach a third party Telecommunications
Carrier with whom the originating Party does not have a traffic exchange
agreement, then the originating Party will indemnify, defend and hold harmless
the second Party against any and all charges levied by such third party
Telecommunications Carrier, including any termination charges related to such
traffic and any attorneys fees and expenses
6.2.2.3.4 When Centurylink receives an unqueried call from WSP to a
telephone number that has been Ported to another local services provider, the
transit rate will apply in addition to any query rates.
6.2.2.3.5 ln the case of a transit call that terminates in the Local Calling
Area but in a different state than the call originated, and the WSP does not have
an agreement with CenturyLink in the state where the transit call terminated,
WSP must execute an agreement for that state if it is a state served by
CenturyLink. ln the absence of such agreement, the transit rate in Exhibit A of
this Agreement will be billed to the WSP.
6.2.2.4.
6.2.2.5
CenturyLink's Wireless Switched Access Traffic (See Section 6.5)
I nterface Code Availability
Supervisory signaling specifications, and the applicable network channel interface codes
for Type 2 trunks, are the same as those defined in Telcordia Reference Documents
GR-1 4S-CORE and BR-795-403-1 00.
6.2.2.6 Signaling Options
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SS7 Out of Band Signaling. SS7 Out-of Band Signaling must be
requested on orders for Type 2 trunks. Common Channel Signaling Access
Capability Service may be obtained under CenturyLink lntrastate and/or FCC
Access Tariffs or from a third party signaling provider. SS7 signaling may be
used on Type 2 Equal Access Trunks in an office where the SS7 Cell Feature
has been deployed. Each of the Parties, CenturyLink and WSP, will provide for
lnterconnection of their signaling network for the mutual exchange of signaling
information in accordance with the industry standards as described in Telcordia
documents, including but not limited to GR-905 CORE, GR-954 CORE, GR-394
CORE and CenturyLink Technical Publicalion 77342.
6.2.2.6.2 Multi-Frequency Signaling or MF Signaling is a signaling method
used for ancillary services to transmit address information and other information
over voice frequency transmission facilities. lt is also referred to as ln-Band
Signaling.
6.2.2.6.3. Clear Channel Capability (64CCC) permits 24 DS0-64 Kbps
services or 1.536 Mbps of information on the 1.544 Mbps line rate. 64CCC is
available for Type 2 trunks equipped with SS7 Outof-Band Signaling. 64CCC
must be requested on the order for the new Type 2 trunks. CenturyLink will
provide WSP with a listing of CenturyLink Switches fully capable of routing64CCC traffic through the CenturyLink web site:
http:/lu.rww.centurvlink.com/disclosures. Where available to CenturyLink,
CenturyLink will provide WSP with the same 64CCC on an alternate route or if
necessary via an overlay network.
6.2.2.7. Measurement of terminating Wireless lnterconnection Service (WlS)
minutes begins when the terminating WIS entry Switch receives answer supervision
from the called End User Customer's End Office Switch indicating the called End User
Customer has answered. The measurement of terminating call usage over Type 2
trunks ends when the terminating WIS entry Switch receives disconnect supervision
from either the called End User Customer's End Office Switch, indicating the called End
User Customer has disconnected, or WSP's Point of lnterconnection, whichever is
recognized first by the entry Switch. This is commonly referred to as "conversation
time." The Parties will only charge for actual minutes of use and/or fractions thereof of
completed calls. Minutes of use are aggregated at the end of the billing cycle by End
Office Switch and rounded to the nearest whole minute.
6.2.2.8 WIS Forecasting
6.2.2.8.1 Both WSP and Centurylink shall work in good faith to define a
mutually agreed upon forecast of Type 2 trunking.
6.2.2.8.2 Both Parties shall have the obligation to participate in joint
planning meetings to establish trunk design and Provisioning requirements. The
Parties agree to provide mutual trunk forecast information to ensure End User
Customer call completion between the Parties' networks. Such forecasts shall
be for fype 2 trunking, which impacts the Switch capacity and facilities of each
Party. CenturyLink shall provide WSP trunk group specific projections to WSP
on or before the date of the joint planning meeting.
6.2.2.8.3 Switch capacity growth requiring the addition of new switching
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modules may require six (6) months for ordering and installation. To align with
the timeframe needed to provide for the requested facilities, including
engineering, ordering, installation and make ready activities, for capacity growth
CenturyLink will utilize WSP's semi-annual forecasts and near-term demand
submitted on Unforecasted Demand Notification Form to ensure availability of
Switch capacity.
6.2.2.8.4
period.
6.2.2.8.5
The forecast will identify trunking requirements for a two (2) year
Both Parties will follow the forecasting and Provisioning
requirements of this Agreement for the appropriate sizing of trunks, and use of
direct End Office Switch versus Tandem Switch routing. See Section 6.2.2.1.3.
6.2.2.8.6 Joint planning meetings will be used to bring clarity to the
forecasting process. Each Party will provide adequate information associated
with the CenturyLink Type 2 Trunk Forecast Forms in addition to its forecasts.
During the joint planning meetings, both Parties shall provide information on
major network projects anticipated for the following year that may impact the
other Party's forecast or lnterconnection requirements. No later than two (2)
weeks prior to the joint planning meetings, the Parties shall exchange information
to facilitate the planning process. Centurylink shall provide WSP a report
reflecting then current spare capacity at each Centurylink Switch that may
impact the lnterconnection traffic. CenturyLink shall also provide a report
reflecting then current blocking of local direct and alternate final trunk groups,
lnterconnection and non-lnterconnection alike. WSP will be provided
lnterconnection trunk group data on its own trunks. CenturyLink shall also
provide a report reflecting Tandem Switch routed lnterconnection trunking that
has exceeded 512BHCCS. The information is Centurylink-proprietary, provided
under non-disclosure and is to be used solely for lnterconnection network
planning.
6.2.2.8.7 ln addition to the above information, WSP shall provide:
(a) Completed CenturyLink Type 2 Trunk Forecast Forms; and
(b) Any planned use of an alternate Local Tandem Provider.
6.2.2.8.8 ln addition to the above information, the following information will
be available through the Local Exchange Routing Guide (LERG). The LERG is
available through Telcordia.
(a) CenturyLink Tandem Switches and CenturyLink End Office Switches
(LERG);
(b) CLLI codes;
(c) Switch type.
CenturyLink will notify WSP, of the anticipation of a new Local Tandem Switch in
accordance with FCC rules on network changes.
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6.2.2.8.9 CenturyLink network disclosure of deployment information for
specific technical capabilities (e.9., ISDN deployment, 64 CCC, etc.) shall be
provided on CenturyLink's web site, http://www.centurvlink.com/disclosures.
6.2.2.8.10 When appropriate, CenturyLink will notify WSP through the
CenturyLink Trunk Group Servicing Request (TGSR) process of the need to take
action and place orders in accordance with the forecasted trunk requirements.
WSP shall respond to the TGSR within ten (10) business days of receipt.
6.2.2.8.11 The following terms shall apply to the forecasting process:
6.2.2.8.11.1 WSP forecasts shall be provided to CenturyLink as detailed in the
standard Wireless Type 2 Trunk Forecast Form.
6.2.2.8.11.2 WSP forecasts provided to CenturyLink, information provided by
WSP to CenturyLink outside of the normal forecasting process to modify the
forecast, and forecasting information disclosed by CenturyLink to WSP shall be
deemed Confidential lnformation and the Parties may not distribute, disclose or
reveal, in any form, this material other than as allowed and described in
subsections 5.16.9.1 and 5.16.9.2.
6.2.2.8.12 To the extent that WSP's historical trunking underutilization is
such that it restricts CenturyLink from provisioning trunking to itself or other
carriers without CenturyLink augmenting its Switch for additional trunking
capacity, CenturyLink reserves the right to reclaim the facilities for the purpose of
providing capacity to itself or other carriers. Centurylink shall not leave the
WSP-assigned trunk group with less than twenty five percent (25%) excess
capacity. Ancillary trunks are excluded from this treatment.
6.2.2.8.13 lntentionallyLeftBlank.
6.2.2.8.14 Each Party shall provide a specified point of contact for planning,
forecasting and trunk servicing purposes.
6.2.2.8.15 lnterconnection facilities provided on a route that involves
extraordinary circumstances may be subject to the Construction Charges, as
detailed in Section 19 of this Agreement. When Centurylink claims extraordinary
circumstances exist, it must apply to the Commission for approval of such
charges by showing that WSP alone is the sole cause of such construction.
Centurylink shall initiate such proceeding within ten (10) Days of notifying WSP
in writing that it will not construct the requested facilities, or within ten (10) Daysof notice from WSP in writing that CenturyLink must either commence
construction of the facilities or initiate such proceeding with the Commission. ln
this proceeding, CenturyLink shall not object to using the most expeditious
procedure available under state law, rule or regulation. CenturyLink shall be
relieved of its obligation of constructing such facilities during the pendency of the
proceeding before the Commission. lf the Commission approves such charges,
CenturyLink and WSP will share costs in proportion to each Party's use of the
overall capacity of the route involved. Centurylink and WSP may also choose to
work in good faith to identify and locate alternative routes that can be used to
accommodate WSP forecasted build. Extraordinary circumstances include, but
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are not limited to, natural obstructions such as lakes, rivers, or steep terrain, and
legal obstructions such as governmental, federal, Native American or private
rights of way. The standard CenturyLink forecast period of six (6) months may
not apply under these circumstances. Construction Charges shall not apply in
the event that construction is an augment of an existing route.
Trunking Requirements
6.2.2.9.1 The Parties will provide designed lnterconnection facilities that meet the
same technical criteria and service standards, such as probability of blocking in peak
hours and transmission standards, in accordance with current industry standards.
6.2.2.9.2 lntentionally Left Blank.
6.2.2.9.3 Separate trunk groups will be established based on billing, signaling, and
network requirements. The following is the current list of tratfic types that require
separate trunk groups, unless specifically otherwise stated in this Agreement.
a) Directory Assistance trunks (where the Switch type requires separation
from operator services trunks);
b) 9111E911 trunks;
c) Operator services trunks (where the Switch type requires separation from
Directory Assistance trunks);
d) Mass calling trunks, if applicable.
6.2.2.9.3.1 lntraMTA, ISP-Bound and Wireless Switched Access Traffic (See
Section 6.5), may be combined in a single WIS trunk group at access tandems
as appropriate per Section 6.2.2.9.6. Wireless Switched Access Traffic may,
upon request, be routed on a separate WIS trunk group with all other traffic
combined on the other trunk group at access tandems as appropriate per Section
6.2.2.9.6.
6.2.2.9.4 Trunks will be ordered in increments of DS1 for exchange of IntraMTA
and Wireless Switched Access Traffic. Directory Assistance,9l1lE911, operator Busy
Line lnterrupt and Busy Line Verify; and Toll Free Service trunks may be ordered in DSO.
6.2.2.9.5 The Parties will provide Common Channel Signaling (CCS) to one
another in conjunction with alltrunk circuits, except as provided below.
a) The Parties will provision all trunking using SS7/CCS capabilities.
Exceptions to this arrangement would be limited to operator services trunking,
Directory Assistance trunking and 911 trunking.
b) When the Parties interconnect via CCS for Wireless Switched Access
Traffic, the Tandem Switch provider will provide MF/CCS interworking as
required for lnterconnection with lnterexchange Carriers who use MF signaling.
6.2.2.9.6 WSP may interconnect at either the CenturyLink Local Tandem Switch or
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the CenturyLink Access Tandem Switch for the delivery of lntraMTA traffic. When WSP
is interconnected at the Access Tandem Switch and where there would be a DS1's worth
of local traffic (512 BHCCS) between WSP's Switch and those CenturyLink End Office
Switches subtending a Centurylink Local Tandem Switch, WSP will order a direct trunk
group to the CenturyLink Local Tandem Switch.
6.2.2.9.6.1 CenturyLink will allow lnterconnection for the exchange of
lntraMTA traffic at CenturyLink's Access Tandem Switch without requiring
lnterconnection at the Local Tandem Switch, at least in those circumstances
when traffic volumes do not justify direct connection to the Local Tandem Switch;
and regardless of whether capacity at the Access Tandem Switch is exhausted
or forecasted to exhaust.
6.2.2.9.7 To the extent CenturyLink is using a specific End Office Switch to deliver
limited Tandem Switch functionality to itself, a wireless service provider, another CLEC,
or another ILEC, it will arrange the same trunking for WSP.
6.2.2.9.8 Alternate Traffic Routing. lf WSP has a WIS arrangement which provides
two (2) paths to a CenturyLink End Office Switch (one (1) route via a Tandem Switch
and one (1) direct route), WSP may elect to utilize alternate traffic routing. WSP traffic
will be offered first to the direct trunk group (also referred to as the "primary high" route)
and then overflow to the Tandem Switch group (also referred to as the "alternate final"
route)for completion to CenturyLink End Office Switches.
6.2.2.9.9 Host-Remote. When a CenturyLink Wire Center is served by a remote
End Office Switch, WSP may deliver traffic to the host Central Office or to the Tandem
Switch.
6.2.2.10 Wireless lnterconnection Requirements
6.2.2.10.1 As a part of the Wireless lnterconnection requirements, WSP will
establish fype 2 trunk groups to the CenturyLink Access Tandem, CenturyLink Local
Tandem or End Office Switch(es), as required.
6.2.2.10.2 Type 24 Local Tandem lnterconnections
6.2.2.10.2.1 The Type 24 Local Tandem lnterconnection links WSP's POI to a
Centurylink Local Tandem and is used for the exchange of lntraMTA Traffic
between WSP and NXXs served by the End Offices subtending the Local
Tandem. This lnterconnection arrangement carries both first routed direct final
traffic and traffic overflowed on an alternate final basis from a Type 28 Primary
High Use lnterconnection arrangement. A separate Type 2A Access Tandem
lnterconnection is needed in conjunction with a Type 2A Local Tandem
lnterconnection for the exchange of lnterMTA, lntraLATA Toll, and Wireless
Switched Access Traffic.
6.2.2.10.3 Type 2A Access Tandem lnterconnection
6.2.2.10.3.1 The Type 2A Access Tandem lnterconnection links WSP's POI to
a CenturyLink Access Tandem for the exchange of lnterMTA and Wireless
Switched Access Traffic. ln some circumstances, the WSP may also choose to
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use a Type 2A Access Tandem connection for the exchange of lntraMTA Traffic.
A Type 2A Access Tandem connection can be configured in either of the
following ways: 1.) as a separate trunk group for both lntraMTA and lnterMTA
per section 6.2.2.9.6 excluding Wireless Switched Access Traffic and a second
trunk group for Wireless Switched Access Traffic or 2.) as a single combined
trunk group per section 6.2.2,9.6 for lntraMTfulnterMTAlWireless Switched
Access Traffic. Wireless lnterconnection service arrangement requires
connection to those Access Tandems in each LATA where WSP has originating
or terminating traffic.
6.2.2.10.4 Type24 EqualAccess lnterconnection
6.2.2.10.4.1 This direct final route trunk group is used for the delivery of
lnterexchange Carrier Wireless Switched Access Traffic. lt is an lnterconnection
with in-band signaling or out of band signaling, where available, using Feature
Group D signaling protocol between WSP's POI and the Access Tandem serving
the area in which the POI is located. The service enables WSP's End User
Customers to use their pre-subscribed lnterexchange Carrier of choice. Equal
Access trunks are available as one way out (mobile to land) in an office where
the SS7 Cell Feature has been deployed and are not available as one way in
(land to mobile), two way or for paging trunks.
6.2.2.10.5 Type28lnterconnections
6.2.2.10.5.1 Type 28 Primary High Use lnterconnection
6.2.2.10.5.1.1 The Type 28 Primary High Use lnterconnection is a
two-way trunk group lnterconnection between WSP's POI and a
CenturyLink End Office, within the same LATA. WSP must designate a
Type 2A Trunk Group to a CenturyLink Local Tandem or Access Tandem
Switch for overflow. Type 28 Primary High Use service is only available
in conjunction with an associated Type 2A service and is offered only
where facilities and operating conditions permit. WSP's lntraMTA and
CenturyLink's Local Traffic can be exchanged over this lnterconnection.
WSP will not route ancillary traffic or Wireless Switched Access Traffic
through the Type 28 Primary High Use lnterconnection. Type 28 Primary
High Use trunks are required when actual busy hour traffic exceeds 512
CCS to a CenturyLink End Office. Only traffic destined to telephone
numbers associated with the CenturyLink End Office and the WSP's POI
may be exchanged on this trunk group.
6.2.2.10.5.2 Type 28 Full Group Service lnterconnection
6.2.2.10.5.2.1 The Type 28 Full Group Service is a direct final, two-way
trunk group connection between WSP POI and a CenturyLink End Office,
within the same LATA. Each 28 Full Group serves only the individual End
Office. Overflow capability to an alternative trunk group is not available
with a Type 28 Full Group configuration. Only traffic destined to telephone
numbers associated with the CenturyLink End Office and the WSP's POI
may be exchanged on this trunk group.
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6.2.2.10.6 Type2Dlnterconnection
6.2.2.10.6.1 Type 2D lnterconnection is a direct final route trunk group
between a WSP Point of lnterconnection and the Operator Services Tandem for
the delivery of calls (i.e., Directory Assistance, National Directory Assistance,
Operator Services). Type 2D lnterconnection is a direct route to the Operator
Services Tandem only. Type 2D trunks are available as one way out, mobile to
Iand (to the CenturyLink Operator Tandem); they are not available as one way in
or for paging. Centurylink offers Signaling System 7 (SS7) and Multi-frequency
(MF) signaling on Type 2D lnterconnection.
6.2.2.10.7 Ancillarylnterconnection
6.2.2.10.7.1 One-way mobile to land trunk group connection between the WSP
POI and the CenturyLink network to terminate calls for miscellaneous traffic
including: Directory Assistance, Operator Services (collect, credit card and Third
Party Billed), MF Toll Free Services, and E911/911..
6.2.2.11 Testing
6.2.2.11.1 Acceptance Testing. At the time of installation of a WIS trunk group, and
at no additional charge, acceptance tests will be performed to ensure that the service is
operational and meets the applicable technical parameters.
6.2.2.11.2 TestingCapabilities
6.2.2.11.2.1 Type 2 acceptance testing is provided where equipment is
available, with the following test lines: seven-digit access to balance (100 type),
milliwatt (102 type), nonsynchronous or synchronous, automatic transmission
measuring (105 type), data transmission (107 type), loop-around, short circuit,
open circuit, and non-inverting digital loopback (108 type), and such other
acceptance testing that may be needed to ensure that the service is operational
and meets the applicable technical parameters.
6.2.2.11.2.2 ln addition to Type 2 acceptance testing, other tests are available
(e.9., additional cooperative acceptance testing, automatic scheduled testing,
cooperative scheduled testing, manual scheduled testing, and non-scheduled
testing) at the applicable rates found in Exhibit A, Miscellaneous Charges.
6.2.2.11.3 Repair Testing. At the time of repair of a Type 2 trunk group, at
no additional charge, tests will be performed to ensure that the service is
operational and meets the applicable technical parameters.
6.2.2.12 Mileage Measurement. Where required,
rate elements is determined in the same manner as
methodology as outlined in NECA Tariff No. 4.
the mileage measurement for Type 2
the mileage measurement for V & H
6.3 lntercarrier Gompensation
6.3.1 lnterconnection Facility Options
The lntercarrier Compensation Provisions of this Agreement shall apply to the exchange of
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lntraMTA Traffic between WSP's network and CenturyLink's network. Where either Party
interconnects and delivers traffic to the other from third parties, each Party shall bill such third
parties the appropriate charges pursuant to its respective tariffs, price lists or contractual
offerings for such third party terminations. Absent a separately negotiated agreement to the
contrary, the Parties will directly exchange traffic between their respective networks without the
use of third party transit providers.
6.3.1.1 WIS Entrance Facilities
6.3.1.1.1 Recurring and nonrecurring rates for Entrance Facilities are specified in
Exhibit A and will apply for those DS1 or DS3 facilities dedicated to use by Type 2
Service.
6.3.1.1.2 lf WSP chooses to provision WIS facilities over an existing facility
purchased as private line transport service from the CenturyLink state or FCC access
Tariffs, the rates from those Tariffs will apply.
6.3.1.2 Collocation
6.3.1.2.1 See Section 7.
6.3.2 Direct Trunked Transport
6.3.2.1. Either Party may elect to purchase Direct trunked transport ('DTT') from the
other Party.
6.3.2.1.1 DTT is available between the Serving Wire Center of the POI and the
terminating and/or transiting Party's Tandem Switch or End Office Switches. The
applicable rates are described in Exhibit A. DTT facilities are provided as dedicated
DS3, DS1 or DSO facilities.
6.3.2.1.2 When DTT is provided to a local or Access Tandem Switch for lntraMTA
traffic, or to an Access Tandem Switch for Wireless Switched Access Traffic, the
applicable DTT rate elements apply between the Serving Wire Center and the Tandem
Switch. Additional rate elements for delivery of traffic to the terminating End Office
Switch are tandem switching and tandem transmission. These rates are described
below.
6.3.2.1.3 Mileage shall be measured for DTT based on V&H coordinates between
the Serving Wire Center and the local/Access Tandem or End Office Switch.
6.3.2.1.4 Fixed Charges per DS0, DS1 or DS3 and per mile charges are applicable
and are defined for DTT in Exhibit A of this Agreement.
6.3.2.2 Multiplexing options (DS1/DS3 MUX or DS0/DS1 MUX) are available at
the rates specified in Exhibit A.
6.3.3 Trunk Nonrecurring Charges
6.3.3.1 lnstallation nonrecurring charges may be assessed by the provider for
each Type 2 trunk ordered. CenturyLink rates are specified in Exhibit A.
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6.3.3.2 Nonrecurring charges for rearrangement may be assessed by the provider for
each Type 2 trunk rearrangement ordered, at one-half the trunk non-recurring interface
rates specified in Exhibit A.
6.3.4 AncillarylnterconnectionTrunks
6.3.4.1 Recurring and nonrecurring rates for One-way mobile to land ancillary
trunks are specified in Exhibit A and will apply per one-way mobile to land ancillary trunk.
6.3.5 lntraMTA Traffic
6.3.5.1 Bill and Keep shall apply to the exchange of lntraMTA traffic, solely when such
traffic terminates to the End User Customers (including wireless traffic of end user customers of
WSP's wireless roaming partners) of one of the Parties.
6.3.5.2 Notwithstanding anything in this Agreement to the contrary, Bill and Keep shall
not apply to the right of CenturyLink to be compensated for Transit Traffic that transits a
CenturyLink Tandem.
6.3.5.3 WSP agrees that it will only route traffic from its own wireless End User
Customers (including wireless traffic of end user customers of WSP's wireless roaming
partners) to CenturyLink for termination to CenturyLink End User Customers or as Transit
Traffic destined for a third party. ln the event WSP routes any traffic from third parties to
CenturyLink in violation of this paragraph, CenturyLink shall be entitled to seek injunctive relief
and to recover damages, including without limitation, compensation for such traffic at the rate
that is then applicable to intrastate or interstate access traffic, as appropriate.
6.3.6 Miscellaneous Gharges
Miscellaneous Charges apply for the following miscellaneous services when provided with WIS
trunks. Exhibit A includes a reference to the Tariff, catalog, price list, or other similar document
that provides the amount of each Miscellaneous Charge.
6.3.6.1 Cancellation charges will apply to cancelled Type 2 trunk orders based
upon critical dates, terms and conditions in accordance with the Access Service Tariff Section
5.2.3, and the Trunk Nonrecurring Charges referenced in this Agreement.
6.3.6.2 Expedite requests for WIS trunk orders are available. Expedites are
requests for intervals that are shorter than the interval defined in CenturyLink's Service lnterval
Guide (SlG) or lndividual Case Basis (lCB) Due Dates. Expedite charges apply per order for
every day that the Due Date interval is shortened, based on the standard interval in the SIG or
based on ICB criteria for Due Dates.
6.3.6.2.1 WSP will request an expedite for WIS trunks, including an expedited Due
Date, on the Access Service Request (ASR).
6.3.6.2.2 The request for expedite will be approved only when the request meets
the criteria outlined in the Pre-Approved Expedite Process in CenturyLink's Product
Catalog at CenturyLink's wholesale web site.
6.3.6.3 Additional testing including cooperative acceptance testing, automatic
scheduled testing, cooperative scheduled testing, manual scheduled testing, and non-scheduled
testing, is available for WIS trunks.
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6.3.7
6.3.8
6.3.8.1
6.3.9
6.3.9.1
as contained in Exhibit A.
6.3.8.2 When Transit Traffic originated by a third party is routed to the WSP through a
CenturyLink switch that provides a tandem function, and the third party is not legally obligated to
compensate CenturyLink for the Transit Service provided in transporting the traffic to WSP, then
WSP will either:
Section 6
lnterconnection
lntentionally Left Blank
Transit Traffic
Transit Traffic will be charged on a per minute of use rate to the originating Party,
6.3.8.2.1 Establish direct interconnection with such third party; or
6.3.8.2.2 Pay the Transit charges for such traffic
Signaling Parameters
Centurylink and WSP are required to provide each other the proper signaling
information (e.9., originating Calling Party Number (CPN), Charge Number (ChN) and
destination call party number, etc.) per47 C.F.R. S 64.1601 to enable each Partyto issue bills
in a complete and timely fashion. All CCS signaling parameters will be provided including CPN,
calling party category, ChN, and Originating Line lnformation Parameter (OLIP) on calls
destined for lnterexchange Carriers (lXCs) All privacy indicators will be honored.
6.3.10 lntercarrier Compensation Gredit Method
6.3.10.1 Centurylink uses mathematical formulas called factors or PLU (Percent Local
Use) factors to determine billing for lntercarrier Compensation Credit. The factors may be
changed based upon a three consecutive month traffic study generated by either Party and
acceptable to both parties by amending this Agreement.
PLU Factor
PLU
Percentage
18.5%
Description
Determines portion of CenturyLink
originated L-M MOUs used to
calculate facility credit compensation
6.3.10.2 Type2 Facilities Credit
6.3.10.2.1 When WSP leases Type 2 facilities from CenturyLink for WIS Entrance
Facility, DTT and Multiplexing, CenturyLink's charges shall be adjusted to account for
the portion of the facility used to transport traffic originated by CenturyLink's End User
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Section 6
lnterconnection
Customers to WSP, as follows.
6.3.10.2.1.1 A credit will be calculated by multiplying the sum of the total
monthly two way channel facility for the WIS Entrance Facility, DTT, and
multiplexer state specific charges by a Percent Local Usage (PLU) factor (See
Section 6,3.10). This credit will be applied each month for the term of this
Agreement.
6.3.10.2.1.2. The Parties agree that the Facilities Credit is intended to apply
only to 2-way Type 2lnterconnection facilities.
6.3.10.3 lntentionally Left Blank.
6.3.11
6.3.12
6.3.12.1
lntentionally Left Blank.
lnterMTA Traffic
Applicable CenturyLink interstate Switched Access Tariff rates apply to
lnterMTA Traffic routed to a Toll/Access Tandem, Local Tandem, or directly to an End Office.
Applicable CenturyLink Switched Access Tariff rates also apply to lnterMTA Roaming traffic
originated by, or terminating to, CenturyLink. Relevant usage-sensitive rate elements could
include tandem switching, tandem transmission, and Local switching, as appropriate.
6.3.12.2 For billing purposes, if either Party is unable to classify on an automated
basis traffic delivered by WSP as Mobile to Land (M-L) lnterMTA, traffic, intrastate or interstate,
WSP will provide CenturyLink with a Percent M-L lnterMTA factor, which represents the
estimated portion of lnterMTA traffic and lnterMTA Roaming traffic delivered by WSP. The M-L
lnterMTA factor is also applied to the measured mobile to land minutes of use terminated on
CenturyLink's network to determine the portion of lnterMTA minutes to be billed at interstate
Access rates. The M-L lnterMTA factor will be 5% unless proven otherwise based upon a traffic
study generated by either Party and acceptable to both parties.
6.3.12.3 CenturyLink will use the initial lnterMTA factor stated in Section 6.3.10.
for the M-L lnterMTA factor.
6.3.12.4 For billing purposes, CenturyLink will use a Land to Mobile (L-M)
lnterMTA Percent Factor, which represents the estimated portion of total traffic delivered by
CenturyLink to WSP that terminates (based on the first cell site of the Wireless End User
Customer) outside the MTA in which the call originated. The L-M lnterMTA factor will be 10%
unless proven otherwise based upon a traffic study generated by either Party and acceptable to
both parties.
6.3.12.5 lf the lntercarrier Compensation Credit method is utilized, the L-M
lnterMTA factor will be multiplied by the calculated Centurylink originated Land to Mobile
Minutes of Use (MOU). CenturyLink may reduce lntercarrier Compensation Credit LM MOU
and bill WSP for the resulting MOU at interstate switched Access Tariff rates.
6.4 Ordering
6.4.1 When ordering Type 2 Service, the ordering Party shall specify requirements on
the Access Service Request (ASR): 1) the type and number of lnterconnection facilities to
terminate at the Point of lnterconnection in the Serving Wire Center; 2) the type of interoffice
transport, (i.e. direct trunked transport or tandem switched transport); and 3) the number of
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ports to be provisioned at End office Switch or Local Tandem Switch; 4) any optional features.
When the ordering Party requests facilities, routing or optional features different than those
determined to be available, the Parties will work cooperatively in determining an acceptable
configuration based on available facilities, equipment and routing plans.
6.4.2 For each NXX code assigned to WSP by the NANPA, WSP will provide
CenturyLink with the CLLI codes of the CenturyLink Tandem Switches and WSP's Point of
lnterface to which traffic associated with the NXX will be routed. For NXX codes assigned to
existing fype 2 trunk groups, WSP will also provide CenturyLink with the CenturyLink assigned
two-six Code (TGSN) to which each NXX will be routed. lnformation that is not currently
available in the LERG may be provided via the NPA NXX Code Request Routing Form available
on the Centurylink web site:
http://www.centurvlink.com/wholesale/notices/npa nxxProcess. html.
Either Party shall respond to a special request for a NPA NXX Code Request Routing Form
when a single Switch is served by multiple trunk groups.
6.4.3 When either Party has ordered a DS3 WIS Entrance Facility or private line
facility, that Party will order the appropriate DS1 facility required and identify the channels of the
DS3 to be used to provide circuit facility assignments (CFA). Also, if WSP has provided or
ordered a DS1 WIS Entrance Facility or private line facility, WSP will be responsible for
identification of the DSO channels of the DS1 private line to be used to provide CFA.
6.4.4 A joint planning meeting will precede initial trunking orders. These meetings will
result in agreement and commitment that both Parties can implement the proposed plan and the
transmittal of Access Service Requests (ASRs) to initiate order activity. The Parties will provide
their best estimate of the traffic distribution to each End Office Switch subtending the Tandem
Switch.
6.4.5 lf WSP uses a method of interconnection of one POI in the LATA or the access
tandem for local traffic in accordance with Section 6.1.2 andlor 6.2.2.9.6, CenturyLink and WSP
will work together to review WSP's network configuration in order to ensure correct and
complete ASR ordering.
6.4.6 Service intervals and Due Dates for initial establishment of trunking arrangements at
each new Switch location of lnterconnection between the Parties will be determined on an
lndividual Case Basis.
6.4.7 CenturyLink will establish intervals for the provision of WIS trunks that conform to
the performance objectives set forth in the Standard lnterval Guide (SlG), available onCenturyLink's web site: http://www.centurvlink.com/wholesale/pcaUwireless.html.
CenturyLinkwill provide notice to WSP of any changes related to ordering fype 2 service
according to the established processes.
6.4.8 The ordering Party may cancel an order at any time prior to notification that service
is available. lf the ordering Party is unable to accept Type 2 Service within thirty (30) Days after
the original service date, WSP has the following options:
a) The order for Type 2 Service will be cancelled, and cancellation charges
specified in 6.3.5.1 apply unless otherwise mutually agreed by the Parties;
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Section 6
lnterconnection
b) lntentionally Left Blank.
c) Billing for the service will commence.
ln such instances, the cancellation date or the date Billing is to commence, depending on which
option is selected, will be the 31st Day after the Service Date
6.5 Wireless Switched Access Traffic
6.5.1 WSP must select one of the following methods for the delivery of WSP Switched
Access Service: 1) Jointly Provided Switched Access (JPSA), or 2) Centurylink-provided
Wireless Switched Access Traffic. Both methods require the provisioning of Type 2 trunks.
6.5.1.1 JPSA describes traffic involving interexchange carriers and the allocation
of billing between multiple carriers based on industry standard processes. JPSA is defined and
governed by the FCC No. 1, Section 2.4.7, and State Access Tariffs, Multiple Exchange Carrier
Access Billing (MECAB) and Multiple Exchange Carrier Ordering and Design (MECOD)
Guidelines, and is not modified by any provisions of this Agreement. CenturyLink and WSP
agree that all parties in the route, including the originating intermediate, and terminating WSPs
or LECs for Switched Access, will cooperatively determine the Jointly Provided Switched
Access arrangements in which all Parties concur. Each Party will bill the IXC the appropriate
portion of its Switched Access rates. CenturyLink will also provide the one-time notification to
WSP of the billing name, billing address and the Carrier ldentification Codes (ClC) of the lXCs
subtending any Access Tandems to which WSP directly connects.
6.5.1.1.1 Centurylink will agree to function as the Access Service Coordinator
(ASC) as defined in the Multiple Exchange Carrier Ordering and Design Guidelines
(MECOD). Centurylink will provide the operational, technical and administrative support
required in the planning, provisioning and maintenance involved in the joint access
provisioning process to the lXCs. CenturyLink will be unable to fulfill the role of ASC if
WSP does not fully comply with MECOD requirements, and file WSP End Offices and
billed percentages (BPs) in the NECA 4Tariff .
6.5.1.1.2 The ATIS Network lnterconnection lnteroperability Forum (NllF)
recommended methodologies must be adhered to by all Local Exchange Carriers
(LECs) to provide timely notification to the industry of changes in their access network
architecture.
6.5.1.1.2.1 The ATIS document is titled Recommended Notification
Procedures to lndustrv for Chanqes in Access Network Architecture.
6.5.1.1.3 Billing to the IXC will follow MECAB's multiple bill single tariff option
whereby CenturyLink and WSP render separate bills to the lXC.
6.5.1.1.4 A charge will apply for Category 11-01-XX records sent in an EMI
mechanized format. These records are used to provide information necessary for each
Party to bill the lnterexchange Carrier for Jointly Provided Switched Access Services and
8XX database queries. The charge for each record created and transmitted is listed in
Exhibit A of this Agreement.
6.5.1.1.5 The applicable Switched Access rates will be billed bythe Parties to the
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IXC based on MECAB guidelines and each Party's respective FCC, state Access Tariffs
or contractual agreements.
6.5.1.2.CenturyLink-provided Wireless Switched Access Traffic connects
Wireless End User calls and an interexchange carrier, whereby CenturyLink completes the
connection between WSP's POI and the long distance provider, using WSP Type 2
lnterconnection trunking arrangements described in this Agreement, in accordance with the
regulations set forth in FCC and State Access Tariffs. CenturyLink's billing to the IXC is
described in FCC No. 1 Tariff, Section 2.4.8. CenturyLink and WSP agree that under this option,
CenturyLink will determine the routes in all Switched Access arrangements. WSPs are required
to follow MECOD requirements. WSPs are not required to file BPs in the NECA 4Tariff .
6.5.1.2.1 Category 11-01-XX records are not exchanged under this option, and in all
instances, CenturyLink performs the 8XX database queries.
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Section 7
Collocation
SECTION 7.0 . COLLOCATION
7.1 Collocation allows for the placing of Telecommunications equipment owned by WSP
within CenturyLink's premises that is necessary for lnterconnection with CenturyLink under a
Type 2 arrangement. There are five (5) types of Collocation available: Virtual, Caged Physical,
Shared Caged Physical, Cageless Physical, lnterconnection Distribution Frame (ICDF) (for
Ancillary services only).
7.2 Should the Parties desire to establish a Type 2 Wireless Collocation relationship, the
Parties will enter into an Amendment to this Agreement and additional insurance requirements
may apply,
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Section 9
Ancillary Services
SECTION 9.0. ANCILLARY SERVICES
9.1 Local Number Portability
9.1.1 Managed Cuts
9.1.1.1 Local Number Portability (LNP) is defined by the FCC as the ability of
users of Telecommunications Services to retain, at the same location, existing
telecommunications numbers without impairment of quality, reliability, or convenience when
switching from one Telecommunications Carrier to another.
9.1.1.2 WSP may order the LNP Managed Cut, as described in Section 9.1.1.3.
9.1.1.2.1 Parties understand that LNP order activity may be coordinated in
order to ensure that the end user is provided with uninterrupted service. lf the Party
porting the telephone number experiences problems with its Port, and needs to delay or
cancel the Port, that Party shall notify the other Party immediately. Parties will work
cooperatively and take prompt action to delay or cancel the Port in accordance with
industry (LNPA's Working Group) accepted procedures to minimize End User Customer
service disruptions.
9.1.1.3 LNP Managed Cut: A Managed Cut permits WSP to select a project
managed cut for LNP. Managed Cuts are offered on a24 X 7 basis.
9.1 .1 .3.1 The date and time for the managed cut requires up-front planning
and may need to be coordinated between CenturyLink and WSP. All requests will be
processed on a first come, first served basis and are subject to CenturyLink's ability to
meet a reasonable demand. Considerations such as system downtime, switch
upgrades, switch maintenance, and the possibility of other WSPs requesting the same
Frame Due Time (FDT) in the same switch (switch contention) must be reviewed. ln the
event that any of these situations would occur, CenturyLink will coordinate with WSP for
an agreed upon FDT, prior to issuing the Firm Order Confirmation (FOC). ln special
cases where a FDT must be agreed upon, the interval to reach agreement will not
exceed two (2) Days. ln addition, standard intervals will apply.
9.1.1.3.2 WSP shall request a Managed Cut by submitting a Local Service
Request (LSR) and designating this order as a Managed Cut in the remarks section of
the LSR form. WSP must also populate Manual IND field with the letter Y.
9.1 .1 .3.3 WSP will incur additional charges for the Managed Cut dependent
upon the FDT. The rates are based upon whether the request is within CenturyLink's
normal business hours or out of hours. CenturyLink's normal business hours are 7:00
a.m. to 7:00 p.m., end user local time, Monday through Friday. The rate for Managed
Cuts during normal business hours is the standard rate. The rate for Managed Cuts out
of hours, except for Sundays and Holidays, is the overtime rate. Sundays and Holidays
are at premium rate.
9.1.1.3.4 Charges for Managed Cuts shall be based upon actual hours
worked in one halt (%) hour increments. Exhibit A of this Agreement contains the rates
for Managed Cuts. WSP understands and agrees that in the event WSP does not make
payment for Managed Cuts, unless disputed as permitted under Section 5.4 of the
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Section 9
Ancillary Services
Agreement, CenturyLink shall not accept any new LSR requests for Managed Cuts.
9.1.1.3.5 Centurylink will schedule the appropriate number of employees
prior to the cut, normally not to exceed three (3) employees, based upon information
provided by WSP. WSP will also have appropriate personnel scheduled for the
negotiated FDT. lf WSP's information is modified during the cut, and, as a result, non-
scheduled employees are required, WSP shall be charged a three (3) hour minimum
callout charge per each additional non-scheduled employee. lf the cut is either
cancelled, or supplemented (supp) to change the due date, within twenty-four (24) hours
of the negotiated FDT, WSP will be charged a one person three (3) hour minimum
charge. lf the cut is cancelled due to a CenturyLink error or a new due date is requested
by Centurylink , within twenty-four (24) hours of the negotiated FDT, Centurylink may
be charged by WSP one person three (3) hour minimum charge as set forth in Exhibit A.
9.1.1.3.6 ln the event that the LNP Managed Cut LNP conversion is not
successful, WSP and CenturyLink agree to isolate and fix the problem in a timeframe
acceptable to WSP or the Customer. lf the problem cannot be corrected within an
acceptable timeframe to WSP or the Customer, WSP may request the restoral of
CenturyLink service for the ported Customer. Such restoration shall begin immediately
upon request. lf WSP is in error then a supplemental order shall be provided to
CenturyLink. lf Centurylink is in error, no supplemental order or additional order will be
required of WSP.
9.1.1.3.7 Centurylink shall ensure that any LNP order activity requested in
conjunction with a Managed Cut shall be implemented in a manner that avoids
interrupting service to the end user, including, without limitation, ensuring that the end
user's Centurylink Loop will not be disconnected prior to confirmation that telephone
number has been successfully ported.
9.1.2
9.1.2.1
Query Services
CenturyLink shall perform default LNP queries where WSP is unable to
perform its own query. WSP shall perform default LNP queries where Centurylink is unable to
perform its own query. Centurylink query services and charges are defined in Qwest's FCC
Tariff #1, Section 13.19.1, including End Office and Tandem Default Query Charges which are
contained in Tariff Section 13 (Miscellaneous Service.)
9.1.2.2 A Party shall be charged for a LNP query by the other Party only if the
Party to be charged is the N-1 carrier and it was obligated to perform the LNP query but failed to
do so. Parties are not obligated to perform the LNP query prior to the first Port requested in a
NXX.
9.2 9111E911 Service
9.2.1 Compliance with FCC Docket 94-102 necessitates the integration of Wireless
calls to the E911 network, which is separate from the Type 2 lnterconnection. This E911
connectivity must be between the Wireless Carrier's switch and the appropriate 911 selective
router and must include provisions for the delivery of the Wireless End User Customer's call
back telephone number and the location of the originating cell tower for Phase I and the X, Y
coordinate, within 157 meters, of the calling party in lieu of the originating cell tower location, for
Phase ll. lt is the Wireless Carriers responsibility to arrange for compliance with this section of
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FCC 94-102. The Parties will cooperate in the joint provision of Wireless E911 service, to
include the provisioning of the network and Automatic Location ldentification (ALl)) Database,
under a separate agreement, which is compliant with the requirements of FCC docket 94-102,
when a qualifying Public Safety Answering Point (PSAP) requests such service.
9.3 lntentionally Left Blank
9.4 Access to Poles, Ducts, Conduits, and Rights of Way see Exhibit D
9.5 Gonstruction Charges
9.5.1 CenturyLink will conduct an individual financial assessment of any request that
requires construction of network capacity, facilities, or space. When CenturyLink constructs to
fulfill WSP's request, CenturyLink will bid this construction on a case-by-case basis.
CenturyLink will charge for the construction through nonrecurring charges and a term
agreement for the remaining recurring charge, as described in the Construction Charges
Section. When WSP orders the same or substantially similar service available to Centurylink
End User Customers, nothing in this Section shall be interpreted to authorize CenturyLink to
charge WSP for special construction where such charges are not provided for in a Tariff or
where such charges would not be applied to a Centurylink End User Customer.
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SECTION 1O.O . NETWORK SECURITY
10.1 Protection of Service and Property. Each Party shall 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 personnel, End User
Customers and property, etc.
10.2 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. WSP is responsible for covering its employees on
such security requirements and penalties.
10.3 The Parties' Telecommunications 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 covering their employees on such security requirements and penalties.
10.4 Each Party is responsible for the physical security of its employees, agents or
representatives. Providing safety glasses, gloves, etc. must be done by the respective
employing Party. Hazards handling and safety procedures relative to the Telecommunications
environment is the training responsibility of the employing Party. Proper use of tools, Iadders,
and test gear is the training responsibility of the employing Party.
10.5 ln the event that one Party's employees, agents or representatives inadvertently damage
or impair the equipment of the other Party, prompt notification will be given to the damaged
Party by verbal notification between the Parties' technicians at the site or by telephone to each
Party's 24 x7 security numbers.
10.6 CenturyLink and WSP employees, agents and vendors will display the
identification/access card above the waist and visible at alltimes.
10.7 CenturyLink and WSP shall ensure adherence by their employees, agents and vendors
to all applicable CenturyLink environmental health and safety regulations. This includes all
fire/life safety matters, OSHA, EPA, Federal, State and local regulations, including evacuation
plans and indoor air quality.
Revenue Protection. CenturyLink shall make available to WSP all present and future
prevention or revenue protection features. These features include, but are not limited to,
screening codes, information digits '29' and '70'which indicate prison and COCOT pay phone
originating line types respectively; call blocking of domestic, international, 800, 888, 900, NPA-
976, 700 and 500 numbers.
10.8.1 Uncollectable or unbillable revenues resulting from, but not confined to,
Provisioning, maintenance, or signal network routing errors shall be the responsibility of
the Party causing such error or malicious acts, if such malicious acts could have
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Section 10
Network Security
reasonably been avoided.
10.8.2 To the extent that incremental costs are directly attributable to a revenue
protection capability requested by WSP, those costs will be borne by WSP.
10.8.3 To the extent that either Party is liable to any toll provider for fraud and to
the extent that either Party could have reasonably prevented such fraud, the Party who
could have reasonably prevented such fraud must indemnify the other for any fraud due
to compromise of its network (e.9., clip-on, missing information digits, missing toll
restriction, etc.).
10.8.4 lf CenturyLink becomes aware of potential fraud with respect to WSP's
accounts, CenturyLink will promptly inform WSP and, and the direction of WSP, take
reasonable action to mitigate the fraud where such action is possible.
10.9 Law Enforcement lnterface. CenturyLink provides emergency assistance to 911 centers
and law enforcement agencies seven (7) Days a week/twenty-four (24) hours a Day.
Assistance includes, but is not limited to, release of 911 trace and subscriber information; in-
progress trace requests; establishing emergency trace equipment, release of information from
an emergency trap/trace or *57 trace; requests for emergency subscriber information;
assistance to law enforcement agencies in hostage/barricade situations, kidnappings, bomb
threats, extortion/scams, runaways and life threats.
10.10 CenturyLink provides trap/trace, pen register and Title lll assistance directly to law
enforcement, if such assistance is directed by a court order. This service is provided during
normal business hours, Monday through Friday. Exceptions are addressed in the above
paragraph. The charges for these services will be billed directly to the law enforcement agency,
without involvement of WSP, for any lines served from CenturyLink Wire Centers or cross
boxes.
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sEcTroN 12.0 - ACCESS TO OPERATTONAL SUPPORT SYSTEMS (OSS)
12.1 Description
12.1.1 CenturyLink has developed and shall continue to provide Operational
Support System (OSS) interfaces using electronic gateways and manual processes. These
gateways act as a mediation or control point between WSP's and CenturyLink's OSS. These
gateways provide security for the interfaces, protecting the integrity of the CenturyLink OSS and
databases. CenturyLink's OSS interfaces have been developed to support Pre-ordering,
Ordering and Provisioning, Maintenance and Repair and Billing. This section describes the
interfaces and manual processes that CenturyLink has developed and shall provide to WSP.
Additionaltechnical information and details shall be provided by CenturyLink in training sessions
and documentation and support, such as the "lnterconnect Mediated Access User's Guide."
Centurylink will continue to make improvements to the electronic interfaces as technology
evolves, CenturyLink's legacy systems improve, or WSP needs require. CenturyLink shall
provide notification to WSP consistent with existing practices.
'12.1.2 Through its electronic gateways and manual processes, CenturyLink shall
provide WSP non-discriminatory access to CenturyLink's OSS for Pre-ordering, Ordering and
Provisioning, Maintenance and Repair, and Billing functions. For those functions with a retail
analogue, Centurylink shall provide WSP access to its OSS in substantially the same time and
manner as it provides to itself. For those functions with no retail analogue, CenturyLink shall
provide WSP access to CenturyLink's OSS sufficient to allow an efficient competitor a
meaningful opportunity to compete. CenturyLink shall deploy the necessary systems and
personnel to provide sufficient access to each of the necessary OSS functions. CenturyLink
shall provide assistance for WSP to understand how to implement and use all of the available
OSS functions. CenturyLink shall provide WSP sufficient electronic and manual interfaces to
allow WSP equivalent access to all of the necessary OSS functions. Through its web site,
training, disclosure documentation and development assistance, CenturyLink shall disclose to
WSP any internal business rules and other formatting information necessary to ensure that
WSP's requests and orders are processed efficiently. CenturyLink shall provide training to
enable WSP to devise its own course work for its own employees. Through its documentation
available to WSP, CenturyLink will identify how its interface differs from national guidelines or
standards. Centurylink shall provide OSS designed to accommodate both current demand and
reasonably foreseeable demand.
12.2 OSS Support for Pre-Ordering, Ordering and Provisioning
12.2.0 CenturyLink will establish interface contingency plans and disaster
recovery plans for the interfaces described in this Section. CenturyLink will work cooperatively
with WSPs through Service Management to consider any suggestions made by WSPs to
improve or modify such plans. WSP specific requests for modifications to such plans will be
negotiated and mutually agreed upon between CenturyLink and WSP.
12.2.0.1 Ordering and Provisioning
12.2.0.1.1 Ordering and Provisioning - CenturyLink will provide access to
ordering and status functions. WSP will populate the service request to identify
what features, services, or elements it wishes CenturyLink to provision in
accordance with CenturyLink's published business rules.
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12.2.0.1.2 CenturyLink shall provide all Provisioning services to WSP during
the same business hours that CenturyLink provisions services for its End User
Customers. CenturyLink will provide out-of-hours Provisioning services to WSP
on a non-discriminatory basis as it provides such Provisioning services to itself,
its End User Customers, its Affiliates or any other Party. Centurylink shall
disclose the business rules regarding out-of-hours Provisioning on its wholesale
web site.
12.2-0.1.3 When WSP places a manual order, CenturyLink will provide WSP
with a manual Firm Order Confirmation notice. The confirmation notice willfollow
industry-standard formats.
12.2.0.1.4 Business rules regarding rejection of LSRs or ASRs are subject to
the provisions of Access Service Ordering Guide (ASOG) and Local Service
Ordering Guide (LSOG).
Ordering Process
Local Service Request (LSR)
12.2.1.1.1 CenturyLink shall provide electronic interface gateways for submission of
LSRs, including both an application to application interface and a Graphical User
lnterface (GUl).
12.2.1.1.2 The interface guidelines for the application to application interface are
based upon the Order & Billing Forum (OBF) Local Service Order Guidelines (LSOG),
and the appropriate electronic transmission standards. Exceptions to the above
guidelines/standards shall be specified in the lnterconnect Mediated Access (lMA)
disclosure documents.
12.2.1.1.3 The GUI shall provide a single interface for Pre-Order and Order
transactions from WSP to CenturyLink and is browser based. The GUI interface shall be
based on the LSOG and utilizes a WEB standard technology, Hyper Text Markup
Language (HTML), JAVA and the Transmission Control Protocolilnternet Protocol
(TCP/lP) to transmit messages.
12-2.1.1.4 Functions Pre-Ordering - CenturyLink will provide real time, electronic
access to pre-order functions to support WSP's ordering via the electronic interfaces
described herein.
12.2.1.1.5 When WSP places an electronic order, CenturyLink will provide WSP with
an electronic Firm Order Confirmation notice (FOC). The FOC will follow industry-
standard formats and contain the CenturyLink Due Date for order completion. Upon
completion of the order, CenturyLink will provide WSP with an electronic completion
notice which follows industry-standard formats and which states when the order was
completed. CenturyLink supplies two (2) separate completion notices: 1) service order
completion (SOC) which notifies WSP that the service order record has been completed,
and 2) Billing completion that notifies WSP that the service order has posted to the
Billing system.
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12.2.1.1.6 When WSP places an electronic order, CenturyLink shall provide
notification electronically of any instances when (1) Centurylink's Committed Due Dates
are in jeopardy of not being met by CenturyLink on any service or (2) an order is
rejected.
12.2.1.1.7 When WSP places a manual order, CenturyLink shall provide notification
of any instances when (1) Centurylink's Committed Due Dates are in jeopardy of not
being met by CenturyLink on any service or (2) an order is rejected.
12.2.1.1.8 Dial-UpCapabilities
12.2.1.1.8.1 When WSP requests from CenturyLink more than fifty (50)
SecurlDs for use by WSP Customer service representatives at a single WSP
location, WSP shall use a T1 line instead of dial-up access at that location. lf
WSP is obtaining the line from Centurylink, then WSP shall be able to use
SecurlDs until such time as CenturyLink provisions the T1 line and the line
permits pre-order and order information to be exchanged between CenturyLink
and WSP.
12.2.1.2 Access Service Request (ASR)
12.2.1.2.1 CenturyLink shall provide a computerto-computer batch file
interface, an application to application interface and a GUI interface, for submission of
ASRs based upon the OBF Access Service Order Guidelines (ASOG). CenturyLink
shall supply exceptions to these guidelines in writing in sufficient time for WSP to adjust
system requirements.
12.2.1.2.2 Functions Pre-Ordering. CenturyLink will provide real time,
electronic access to pre-order functions to support WSP's ordering via the electronic
interfaces described herein. CenturyLink will make the following real time pre-order
functions available to WSP:
12.2.1.2.2.1 Service Address validation;
12.2.1.2.2.2 CFA validation;
12.2.1.2.2.3 NC-NCl validation;
12.2.1.2.2.4 BAN validation; and
12.2.1.2.2.5 CLLI validation.
12.2.1.2.3 When WSP places an electronic or manual order, CenturyLink
shall provide notification of any instances when (1) Centurylink's Committed Due Dates
are in jeopardy of not being met by CenturyLink on any service or (2) an order is
rejected.
12.2.1.2.4 When WSP places an electronic order, CenturyLink will provide
WSP with an electronic Firm Order Confirmation notice (FOC). The FOC will follow
industry-standard formats and contain the CenturyLink Due Date for order completion.
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12.2.2 Maintenance and Repair
12.2.2.1 CenturyLink shall provide electronic interface gateways, including an
Electronic Bonding interface and a GUI interface, for reviewing trouble history of a specific
circuit, conducting testing where applicable, and reporting trouble to facilitate the exchange of
updated information and progress reports between CenturyLink and WSP while the Trouble
Report (TR) is open and a CenturyLink technician is working on the resolution. WSP may also
report trouble through manual processes. For designed services, the TR will not be closed prior
to verification by WSP that trouble is cleared.
12.2.3 lnterface Avai lability
downtime through mass email distribution and pop-up windows as applicable.
12.2.4 Billing
12.2.4.1 For products billed out of the CenturyLink lnterexchange Access Billing
System (IABS), CenturyLink will utilize the existing CABS/BOS format and technology for the
transmission of bills.
12.2.4.2 For products billed out of the CenturyLink Customer Record lnformation
System (CRIS), CenturyLink will utilize the existing EDI standard for the transmission of monthly
local Billing information. EDI is an established standard under the auspices of the ANSI/ASC
X12 Committee. A proper subset of this specification has been adopted by the
Telecommunications lndustry Forum (TCIF) as the "811 Guidelines" specifically for the
purposes of Telecommunications Billing. Any deviance from these standards and guidelines
shall be documented and accessible to WSP.
12.2.5 Outputs
Output information will be provided to WSP in the form of bills. Bills will capture all regular
monthly and incremental/usage charges and present them in a summarized format.
12.2.5.1 The IABS Bill represents a monthly summary of charges. This bill
includes monthly and one-time charges plus a summary of any usage charges. These bills are
segmented by product, Billing account number (BAN) and bill cycle.
12.2.3.1
12.2.3.2
12.2.6
12.2.7
12.2.7.1
CenturyLink shall make its OSS interfaces available to WSP.
CenturyLink shall notify WSP in a timely manner regarding system
lntentionally Left Blank.
WSP Responsibilities for lmplementation of OSS lnterfaces
Before WSP implementation can begin, WSP must completely and
accurately answer the New Customer Questionnaire as required in Section 3.2.
12.2.7.2 Once CenturyLink receives a complete and accurate New Customer
Questionnaire, CenturyLink and WSP will mutually agree upon time frames for implementation
of connectivity between WSP and the OSS interfaces.
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12.2.8.1
new release.
12.2.8.2
CenturyLink will support previous application-to-application releases for six (6) months after the
next subsequent release has been deployed.
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CenturyLink Responsibilities for On-going Support for OSS lnterfaces
CenturyLink will provide written notice to WSP of the need to migrate to a
CenturyLink will provide an lmplementation Coordinator to work with WSP
for business scenario re-certification, migration and data conversion strategy definition.
12.2.8.3 Re-certification is the process by which WSP demonstrates the ability to
generate correct functional transactions for enhancements not previously certified. CenturyLink
will provide the suite of tests for re-certification to WSP with the issuance of the disclosure
document.
12.2.8.4 CenturyLink shall provide training mechanisms for WSP to pursue in
educating its internal personnel. CenturyLink shall provide training necessary for WSP to use
CenturyLink's OSS interfaces and to understand CenturyLink's documentation, including
Centurylink's business rules.
12.2.9 WSP Responsibilities for On-going Support for OSS lnterfaces
12.2.9.1 lf using the GUI interface, WSP will take reasonable efforts to train WSP
personnel on the GUI functions that WSP will be using.
12.2.9.2 An applicationto-application exchange protocol will be used to transport
electronically-formatted content. WSP must perform certification testing of exchange protocol
prior to using the application-to-application interface.
12.2.9.3 CenturyLink will provide WSP with access to a stable testing environment
that mirrors production to certify that its OSS will be capable of interacting smoothly and
efficiently with CenturyLink's OSS. CenturyLink has established the following test processes to
assure the implementation of a solid interface between Centurylink and WSP:
12.2.9.3.1 Connectivity Testing WSP and CenturyLink will conduct
connectivity testing. This test will establish the ability of the trading partners to send and
receive electronic messages effectively. This test verifies the communications between
the trading partners. Connectivity is established during each phase of the
implementation cycle. This test is also conducted prior to controlled production and
before going live in the production environment if WSP or CenturyLink has implemented
environment changes when moving into production.
12.2.9.3.2 Stand-Alone Testing Environment (SATE) -regression testing:
CenturyLink's stand-alone testing environment will take pre-order and order requests,
pass them to the stand-alone database, and return responses to WSP during its
development and implementation of the application-to-application interface regression
testing SATE provides WSP the opportunity to validate its technical development efforts
built via CenturyLink documentation without the need to schedule test times. This
testing verifies WSP's ability to send correctly formatted electronic transactions through
the IMA system edits successfully for both new and existing releases. SATE uses test
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account data supplied by CenturyLink. CenturyLink will make additions to the test beds
and test accounts as it introduces new OSS electronic interface capabilities, including
support of new products and services, new interface features, and functionalities. All
SATE pre-order queries and orders are subjected to the same edits as production pre-
order and order transactions. This testing phase is optional.
12.2.9.3.3 SATE -progression testing: WSP has the option of participating
with CenturyLink in progression testing to provide WSP with the opportunity to validate
technical development efforts and to quantify processing results. Progression testing
provides WSP the opportunity to validate its technical development efforts built via
CenturyLink documentation without the need to schedule test times. This testing verifies
WSP's ability to send correctly formatted electronic transactions through the IMA system
edits successfully for both new and existing releases. SATE uses test account data
supplied by Centurylink. CenturyLink will make additions to the test beds and test
accounts as it introduces new OSS electronic interface capabilities, including support of
new products and services, new interface features, and functionalities. All SATE pre-
order queries and orders are subjected to the same edits as production pre-order and
order transactions. This testing phase is required.
12.2.9.3.4 Controlled Production - CenturyLink and WSP will perform
controlled production. The controlled production process is designed to validate the
ability of WSP to transmit electronic data that completely meets the appropriate
electronic transmission standards and complies with all CenturyLink business rules.
Controlled production consists of the controlled submission of actual WSP production
requests to the CenturyLink production environment. CenturyLink treats these pre-order
queries and orders as production pre-order and order transactions. CenturyLink and
WSP use controlled production results to determine operational readiness. Controlled
production requires the use of valid account and order data. All certification orders are
considered to be live orders and will be provisioned.
12.2.9.3.5 lf WSP is using the application-to-application interface,
CenturyLink shall provide WSP with a pre-allotted amount of time to complete
certification of its business scenarios. CenturyLink will allow WSP a reasonably
sufficient amount of time during the day and a reasonably sufficient number of days
during the week to complete certification of its business scenarios consistent with WSP's
business plan. lt is the sole responsibility of WSP to schedule an appointment with
CenturyLink for certification of its business scenarios. WSP must make every effort to
comply with the agreed upon dates and times scheduled for the certification of its
business scenarios. lf the certification of business scenarios is delayed due to WSP, it is
the sole responsibility of WSP to schedule new appointments for certification of its
business scenarios. CenturyLink will make reasonable efforts to accommodate WSP
schedule. Conflicts in the schedule could result in certification being delayed. lf a delay
is due to CenturyLink, CenturyLink will honor WSP's schedule through the use of
alternative hours.
12.2.9.4 lf WSP is using the application-to-application interface, WSP must work
with CenturyLink to certify the business scenarios that WSP will be using in order to ensure
successful transaction processing. CenturyLink and WSP shall mutually agree to the business
scenarios for which WSP requires certification. Certification will be granted for the specified
release of the interface. lf WSP is certifying multiple products or services, WSP has the option
of certifying those products or services serially or in parallel where Technically Feasible.
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For a new sofhryare release or upgrade, CenturyLink will provide
WSP a stable testing environment that mirrors the production environment in order for
WSP to test the new release. For software releases and upgrades, CenturyLink has
implemented the testing processes set forth in Sections 12.2.9.3.2, 12.2.9.3.3 and
12.2.9.3.4_
12.2.9.5 New releases of the application-to-application interface may require re-
certification of some or all business scenarios. A determination as to the need for re-
certification will be made by the CenturyLink coordinator in conjunction with the release
manager of each IMA release. Notice of the need for re-certification will be provided to WSP as
the new release is implemented. The suite of re-certification test scenarios will be provided to
WSP with the disclosure document. lf WSP is certifying multiple products or services, WSP has
the option of certifying those products or services serially or in parallel, where Technically
Feasible.
12.2.9.6 WSP will contact the CenturyLink lmplementation Coordinator to initiate
the migration process. WSP may not need to certify to every new IMA application-to-application
release, however, WSP must complete the re-certification and migration to the new release
within six (6) months of the deployment of the new release. WSP will use reasonable efforts to
provide sufficient support and personnel to ensure that issues that arise in migrating to the new
release are handled in a timely manner.
12.2.9.6.1 The following rules apply to initial development and certification of
IMA application-to-application interface versions and migration to subsequent
a pp I ication-to-appl ication i nterface versions:
12.2.9.6.1.1 SATE regression or SATE progression interoperability testing
must begin on the prior release before the next release is implemented.
Otherwise, WSP will be required to move its implementation plan to the next
release.
12.2.9.6.1.2 New IMA application-to-application users must be certified and in
production with at least one (1) product and one (1) order activity type on a prior
release two (2) months after the implementation of the next release. Otherwise,
WSP will be required to move its implementation plan to the next release.
12.2.9.6.1.3 Any IMA application-to-application user that has been placed into
production on the prior release not later than two (2) months after the next
release implementation may continue certifying additional products and activities
until two (2) months prior to the retirement of the release. To be placed into
production, the products/order activities must have been tested in the SATE
before two (2) months after the implementation of the next release.
12.2.9.7 WSP will be expected to execute the re-certification test cases
stand alone test environment. WSP will provide Purchase Order Numbers (PONs)
successful test cases to CenturyLink.
12.2.10 WSP Support
12.2.10.1 CenturyLink shall provide documentation and assistance for WSP to
understand how to implement and use all of the available OSS functions. Centurylink shall
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provide to WSP in writing any internal business rules and other formatting information
necessary to ensure that WSP's requests and orders are processed efficiently. This assistance
will include, but is not limited to, contacts to the WSP account team, training, documentation,
and Wholesale Help Desk. CenturyLink will also supply WSP with an escalation level contact
list in the event issues are not resolved via contacts to the WSP account team, training,
documentation and Wholesale Systems Help Desk.
12.2.10.2
12.2.10.2.1
12.2.10.3
Wholesale Systems Help Desk
The Wholesale Systems Help Desk will provide a single point of
entry for WSP to gain assistance in areas involving connectivity, system availability, and
file outputs. The Wholesale Systems Help Desk areas are further described below.
12.2.10.2.1.1 Connectivity covers trouble with WSP's access to the CenturyLink
system for hardware configuration requirements with relevance to applicationto-
application and GUI interfaces; software configuration requirements with
relevance to application-to-application and GUI interfaces; modem configuration
requirements, T1 configuration and dial-in string requirements, firewall access
configuration, web-services configuration, SecurlD configuration, Profile Setup,
and password verification.
12.2.10.2.1.2 System Availability covers system errors generated during an
attempt by WSP to place orders or open trouble reports through application-to-
application and GUI interfaces. These system errors are limited to: Design
Services and Repair.
12.2.10.2.1.3 File Outputs covers WSP's output files and reports produced from
its usage and order activity. File outputs system errors are limited to: IABS Bill.
Additional assistance to WSP is available through various public web
sites. These web sites provide electronic interface training information and user documentation
and technical specifications and are located on CenturyLink's wholesale web site. CenturyLink
will provide lnterconnect Service Center Help Desks which will provide a single point of contact
for WSP to gain assistance in areas involving order submission and manual processes.
12.2.11 Gom pensation/Cost Recovery
Recurring and nonrecurring OSS charges, as applicable, will be billed at rates set forth in
Exhibit A. Any such rates will be consistent with Existing Rules. CenturyLink shall not impose
any recurring or nonrecurring OSS charges unless and until the Commission approves such
rates or until such rates go into effect by operation of law.
12.3 Maintenance and Repair
12.3.1 Service Levels
12.3.1.1 CenturyLink will provide repair and maintenance for all services covered
by this Agreement in substantially the same time and manner as that which CenturyLink
provides for itself, its End User Customers, its Affiliates, or any other party. CenturyLink shall
provide WSP repair status information in substantially the same time and manner as
CenturyLink provides for its retail services.
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During the term of this Agreement, CenturyLink will provide necessary
maintenance business process support to allow WSP to provide similar service quality to that
provided by CenturyLink to itself, its End User Customers, its Affiliates, or any other party.
12.3.1.3 CenturyLink will perform repair service that is substantially the same in
timeliness and quality to that which it provides to itself, its End User Customers, its Affiliates, or
any other party, Trouble calls from WSP shall receive response time priority that is substantially
the same as that provided to CenturyLink, its End User Customers, its Affiliates, or any other
party and shall be handled in a nondiscriminatory manner.
12.3.2 lntentionally Left Blank.
12.3.3 Service lnterruptions
12.3.3.1 The characteristics and methods of operation of any circuits, facilities or
equipment of either Party connected with the services, facilities or equipment of the other Party
pursuant to this Agreement shall not: 1) interfere with or impair service over any facilities of the
other Party, its affiliated companies, or its connecting and concurring Carriers involved in its
services; 2) cause damage to the plant of the other Party, its affiliated companies, or its
connecting concurring Carriers involved in its services; 3) violate any Applicable Law or
regulation regarding the invasion of privacy of any communications carried over the Party's
facilities; or 4) create hazards to the employees of either Party or to the public. Each of these
requirements is hereinafter referred to as an "lmpairment of Service".
12.3.3.2 lf it is confirmed that either Party is causing an lmpairment of Service, as
set forth in this Section, the Party whose network or service is being impaired (the "lmpaired
Party") shall promptly notify the Party causing the lmpairment of Service (the "lmpairing Party")
of the nature and location of the problem. The lmpairing Party and the lmpaired Party agree to
work together to attempt to promptly resolve the lmpairment of Service.
12.3.3.3 To facilitate trouble reporting and to coordinate the repair of the service
provided by each Party to the other under this Agreement, each Party shall designate a repair
center for such service.
12.3.3.4 Each Party shall furnish a trouble reporting telephone number for the
designated repair center. This number shall give access to the location where records are
normally located and where current status reports on any trouble reports are readily available. lf
necessary, alternative out-of-hours procedures shall be established to ensure access to a
location that is staffed and has the authority to initiate corrective action.
12.3.3.5 Before either Party reports a trouble condition, it shall use its best efforts
to isolate the trouble to the other's facilities.
12.3.3.5.1 ln cases where a trouble condition affects a significant portion of
the other's service, the Parties shall assign the same priority provided to WSP as itself,
its End User Customers, its Affiliates, or any other party.
12.3.3.5.2 The Parties shall cooperate in isolating trouble conditions.
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12.3.4 Trouble lsolation
12.3.4.1 WSP is responsible for its own End User Customer base and will have
the responsibility for resolution of any service trouble report(s) from its End User Customers.
WSP will perform trouble isolation on services it provides to its End User Customers to the
extent the capability to perform such trouble isolation is available to WSP, prior to reporting
trouble to CenturyLink. WSP shall have access for testing purposes at the Demarcation Point,
or Point of lnterface. CenturyLink will work cooperatively with WSP to resolve trouble reports
when the trouble condition has been isolated and found to be within a portion of CenturyLink's
network. CenturyLink and WSP will report trouble isolation test results to the other. Each Party
shall be responsible for the costs of performing trouble isolation on its facilities, subject to
Section 12.3.4.2.
12.3.4.2 When WSP elects not to perform trouble isolation and CenturyLink
performs tests at WSP request, a Maintenance of Service Charge or a Trouble lsolation Charge
shall apply if the trouble is not in CenturyLink's facilities, including CenturyLink's facilities leased
by WSP. Maintenance of Service charges are set forth in Exhibit A. When trouble is found on
Centurylink's side of the Demarcation Point, or Point of lnterface during the investigation of the
initial or repeat trouble report for the same line or circuit within thirty (30) Days, Maintenance of
Service charges shall not apply.
12.3.5 lntentionally Left Blank.
12.3.6 Testi n g/Test Req uests/Coord i nated Testi n g
12.3.6.1 Where WSP does not have the ability to diagnose and isolate trouble on a
CenturyLink line, circuit, or service provided in this Agreement that WSP is utilizing to serve an
End User Customer, CenturyLink will conduct testing, to the extent testing capabilities are
available to CenturyLink, to diagnose and isolate a trouble in substantially the same time and
manner that CenturyLink provides for itself, its End User Customers, its Affiliates, or any other
party.
12.3.6,2 Prior to CenturyLink conducting a test on a line, circuit, or service
provided in this Agreement that WSP is utilizing to serve an End User Customer, Centurylink
must receive a trouble report from WSP.
12.3.6.3 On manually reported trouble for designed services provided in this
Agreement, Centurylink will provide WSP test results upon request. For electronically reported
trouble, CenturyLink will provide WSP with the ability to obtain basic test results in substantially
the same time and manner that CenturyLink provides for itself, its End User Customers, its
Affiliates, or any other party.
12.3.6.4 WSP shall isolate the trouble condition to CenturyLink's portion of the
line, circuit, or service provided in this Agreement before CenturyLink accepts a trouble report
for that line, circuit or service. Once CenturyLink accepts the trouble report from WSP,
CenturyLink shall process the trouble report in substantially the same time and manner as
CenturyLink does for itself, its End User Customers, its Affiliates, or any other party.
12.3.7 Work Center lnterfaces
12.3.7.1 CenturyLink and WSP shall work cooperatively to develop positive, close
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working relationships among corresponding work centers involved in the trouble resolution
processes.
12.3.8 Misdirected Repair Calls
12.3.8.1 WSP and CenturyLink will employ the following procedures for handling
misdirected repair calls:
12.3.8.1.1 WSP and CenturyLink will provide their respective End User
Customers with the correct telephone numbers to call for access to their respective
repair bureaus.
12.3.8.1.2 End User Customers of WSP shall be instructed to report all
cases of trouble to WSP. End User Customers of CenturyLink shall be instructed to
report all cases of trouble to CenturyLink.
12.3.8.1.3 To the extent the correct provider can be determined, misdirected
repair calls will be referred to the proper provider of Basic Exchange
Telecommunications Service.
12.3.8.1.4 WSP and CenturyLink will provide their respective repair contact
numbers to one another on a reciprocal basis.
12.3.8.1.5 ln responding to repair calls, WSP's End User Customers
contacting CenturyLink in error will be instructed to contact WSP; and CenturyLink's End
User Customers contacting WSP in error will be instructed to contact CenturyLink. ln
responding to calls, neither Party shall make disparaging remarks about each other. To
the extent the correct provider can be determined, misdirected 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 WSP from discussing its
products and services with WSP's or CenturyLink's End User Customers who call the
other Party.
12.3.9 Major Outages/Restoral/Notification
12.3.9.1 CenturyLink will notify WSP of major network outages in substantially the
same time and manner as it provides itself, its End User Customers, its Affiliates, or any other
party. This notification will be via e-mail to WSP's identified contact. With the minor exception
of certain Proprietary lnformation such as Customer information, CenturyLink will utilize the
same thresholds and processes for external notification as it does for internal purposes. This
major outage information will be sent via e-mail on the same schedule as is provided internally
within CenturyLink. The email notification schedule shall consist of initial report of abnormal
condition and estimated restoration time/date, abnormalcondition updates, and finaldisposition.
Service restoration will be non-discriminatory, and will be accomplished as quickly as possible
according to CenturyLink and/or industry standards.
12.3.9.2
12.3.10
12.3.10.1
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Protective Maintenance
CenturyLink will perform scheduled maintenance of substantially the
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same type and quality to that which it provides to itself, its End User Customers, its Affiliates, or
any other party.
12.3.10.2 Centurylink will work cooperatively with WSP to develop industry-wide
processes to provide as much notice as possible to WSP of pending maintenance activity.
CenturyLink shall provide notice of potentially WSP Customer impacting maintenance activity, to
the extent CenturyLink can determine such impact, and negotiate mutually agreeable dates with
WSP in substantially the same time and manner as it does for itself, its End User Customers, its
Affiliates, or any other party.
12.3.10.3 CenturyLink shall advise WSP of non-scheduled maintenance, testing,
monitoring, and surveillance activity to be performed by CenturyLink on any services, including,
to the extent CenturyLink can determine, any hardware, equipment, software, or system
providing service functionality which may potentially impact WSP and/or WSP End User
Customers. CenturyLink shall provide the maximum advance notice of such non-scheduled
maintenance and testing activity possible, under the circumstances; provided, however, that
CenturyLink shall provide emergency maintenance as promptly as possible to maintain or
restore service and shall advise WSP promptly of any such actions it takes.
12.3.11 Hours of Coverage
12.3.11.1 CenturyLink's repair operation is seven (7) Days a week, twenty-four (24)
hours a day. Not all functions or locations are covered with scheduled employees on a 7X24
basis. Where such 7X24 coverage is not available, CenturyLink's repair operations center
(always available 7X24) can call-out technicians or other personnel required for the identified
situation.
12.3.12 Escalations
12.3.12.1 CenturyLink will provide trouble escalation procedures to WSP. Such
procedures will be substantially the same type and quality as CenturyLink employs for itself, its
End User Customers, its Affiliates, or any other party. CenturyLink escalations are manual
processes.
12.3.12.2 CenturyLink repair escalations may be initiated by either calling the
trouble reporting center or through the electronic interfaces. Escalations sequence through five
tiers: tester, duty supervisor, manager, director, vice president. The first escalation point is the
tester. WSP may request escalation to higher tiers in its sole discretion. Escalations status is
available through telephone and the electronic interfaces. Electronic escalation is not available
for non-designed products.
12.3.12.3 CenturyLink shall handle chronic troubles on non-designed services,
which are those greater than three (3) troubles in a rolling thirty (30) Day period, pursuant to
Section 12.2.2.1.
12.3.13
12.3.13.1
Dispatch
CenturyLink will provide maintenance dispatch personnel in substantially
the same time and manner as it provides for itself, its End User Customers, its Affiliates, or any
other party.
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12.3.13.2
12.3.14
12.3.14.1
internal processes and industry standards, to resolve the repair condition. CenturyLink will
dispatch repair personnel on occasion to repair the condition. lt will be CenturyLink's decision
whether or not to send a technician out on a dispatch. CenturyLink reserves the right to make
this dispatch decision based on the best information available to it in the trouble resolution
process. lt is not always necessary to dispatch to resolve trouble; should WSP require a
dispatch when CenturyLink believes the dispatch is not necessary, appropriate charges will be
billed by CenturyLink to WSP for those dispatch-related costs in accordance with Exhibit A if
Centurylink can demonstrate that the dispatch was in fact unnecessary to the clearance of
trouble or the trouble is identified to be caused by WSP facilities or equipment.
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Upon the receipt of a trouble report from WSP, CenturyLink will follow
Electronic Reporting
WSP may submit Trouble Reports through the Electronic Bonding or GUI
interfaces provided by CenturyLink.
12.3.14.2 Manually reported trouble tickets cannot be accessed by WSP through
electronic interfaces until the ticket has been closed. The WSP will only be able to view the
history on the account. Tickets created electronically in CEMR (Customer Electronic
Maintenance and Repair) can be monitored from the time the ticket has been created until it is
closed as well as to view the account history.
12.3.15 lntervals/Parity
12.3.15.1 Similar trouble conditions, whether reported on behalf of CenturyLink End
User Customers or on behalf of WSP End User Customers, will receive commitment intervals in
substantially the same time and manner as CenturyLink provides for itself, its End User
Customers, its Affiliates, or any other party.
12.3.16 Jeopardy Management
12.3.16.1 CenturyLink will notify WSP, in substantially the same time and manner
as CenturyLink provides this information to itself, its End User Customers, its Affiliates, or any
other party, that a trouble report commitment (appointment or interval) has been or is likely to be
missed. At WSP option, notification may be sent by email or fax through the electronic
interface. WSP may telephone CenturyLink repair center or use the electronic interfaces to
obtain jeopardy status. A jeopardy, caused by either WSP or CenturyLink, endangers
completing provisioning and/or installation processes and impacts meeting the schedule due
date of WSP's service request. When WSP's service-request is in jeopardy, CenturyLink
notifies WSP via a status update, email, Jeopardy Notification, telephone call, and/or a FOC
(Firm Order Confirmation). The purpose of the jeopardy notification is to identify jeopardy
conditions to WSP that impact meeting the scheduled due date of WSP's service requests.
12.3.17 Trouble Screening
12.3.17.1 WSP shall screen and test its End User Customer trouble reports
completely enough to insure, to the extent possible, that it sends to Centurylink only trouble
reports that involve CenturyLink facilities. For services and facilities where the capability to test
all or portions of the CenturyLink network service or facility rest with CenturyLink, CenturyLink
will then perform test isolation and test the service and facility on behalf of the WSP.
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12.3.18
12.3.18.1
12.3.23
12.3.23.1
outlined in this Agreement.
12.3.18.2 On manually reported trouble, CenturyLink will inform WSP of repair
completion in substantially the same time and manner as Centurylink provides to itself, its End
User Customers, its Affiliates, or any other party. On electronically reported trouble reports the
electronic system will automatically update status information, including trouble completion,
across the joint electronic gateway as the status changes.
12.3.19 End User Customer lnterface Responsibilities
12.3.19.1 WSP will be responsible for all interactions with its End User Customers
including service call handling and notifying its End User Customers of trouble status and
resolution.
12.3.19.2 All CenturyLink employees who perform repair service for WSP End User
Customers will be trained in non-discriminatory behavior.
12.3.19.3 CenturyLink will recognize the designated WSP as the Customer of
Record for all services ordered by WSP and will send all notices, invoices and pertinent
information directly to WSP. Except as othenrvise specifically provided in this Agreement,
Customer of Record shall be CenturyLink's single and sole point of contact for all WSP End
User Customers.
12.3.20 Repair Gall Handling
12.3.20.1 Manually-reported repair calls by WSP to CenturyLink will be answered
with the same quality and speed as CenturyLink answers calls from its own End User
Customers.
12.3.21 Single Point of Contact
12.3.21.1 CenturyLink will provide a single point of contact for WSP to report
maintenance issues and trouble reports seven (7) Days a week, twenty-four (24) hours a day. A
single 7X24 trouble reporting telephone number will be provided to WSP for each category of
trouble situation being encountered.
12.3.22 Network lnformation
12.3.22.1 CenturyLink will notify CLEC of changes to its network or LERG
amendments in accordance with the FCC rules, an in substantially the same manner and
timeframe as CenturyLink makes such network information available for itself, its End User
Customers, its Affiliates, or any other party.
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Maintenance Standards
CenturyLink will cooperate with WSP to meet the maintenance standards
Maintenance Windows
Generally, CenturyLink performs major Switch maintenance activities off-
hours, during certain "maintenance windows". Major Switch maintenance activities include
Switch conversions, Switch generic upgrades and Switch equipment additions.
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Generally, the maintenance window is between '10:00 p.m. through 6:00
a.m. Monday through Friday, and Saturday 10:00 p.m. through Monday 6:00 a.m., Mountain
Time. Although CenturyLink normally does major Switch maintenance during the above
maintenance window, there will be occasions where this will not be possible. CenturyLink will
provide notification of any and all maintenance activities that may impact WSP ordering
practices such as embargoes, moratoriums, and quiet periods in substantially the same time
and manner as CenturyLink provides this information to itself, its End User Customers, its
Affiliates, or any other party.
12.3.24 Switch and Frame Conversion Service Order Practices
12.3.24.1 Switch Conversions. Switch conversion activity generally consists of the
removal of one switch and its replacement with another. Generic Switch software or hardware
upgrades, the addition of switch line and trunk connection hardware and the addition of capacity
to a Switch do not constitute Switch conversions.
12.3.24.2 Frame Conversions. Frame conversions are generally the removal and
replacement of one or more frames, upon which the Switch Ports terminate.
12.3.24.3 Conversion Date. The "Conversion Date" is a Switch or frame conversion
planned day of cut-over to the replacement frame(s) or Switch. The actual conversion time
typically is set for midnight of the Conversion Date. This may cause the actual Conversion Date
to migrate into the early hours of the day after the planned Conversion Date.
12.3.24.4 Conversion Embargoes. A Switch or frame conversion embargo is the
time period that the switch or frame trunk side facility connections are frozen to facilitate
conversion from one switch or frame to another with minimal disruption to the End User
Customer or WSP services. During the embargo period, CenturyLink will reject orders for trunk
side facilities (see Section 12.3.24.4.1) other than conversion orders described in Section
12.3.24.4.3. Notwithstanding the foregoing and to the extent CenturyLink provisions trunk or
trunk facility related service orders for itself, its End User Customers, its Affiliates, or any other
party during embargoes, CenturyLink shall provide WSP the same capabilities.
12.3.24.4.1 ASRs for switch or frame trunk side facility augments to capacity
or changes to Switch or frame trunk side facilities must be issued by WSP with a Due
Date prior to or after the appropriate embargo interval. CenturyLink shall reject Switch
or frame trunk side ASRs to augment capacity or change facilities issued by WSP or
CenturyLink, its End User Customers, its Affiliates or any other party during the embargo
period, regardless of the order's Due Date except for conversion ASRs described in
Section 12.3.24.4.3.
12.3.24.4.2 For switch and trunk side frame conversions, CenturyLink shall
provide WSP with conversion trunk group service requests (TGSR) no less than ninety
(90) Days before the Conversion Date.
12.3.24.4.3 For switch and trunk side frame conversions, WSP shall issue
facility conversion ASRs to CenturyLink no later than thirty (30) Days before the
Conversion Date for like-for-like, where WSP mirrors their existing circuit design from the
old Switch or frame to the new Switch or frame, and sixty (60) Days before the
Conversion Date for addition of trunk capacity or modification of circuit characteristics
(i.e., change of AMI to BBZS).
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Frame Embargo Period. During frame conversions, service orders and
ASRs shall be subject to an embargo period for services and facilities connected to the affected
frame. For conversion of trunks where WSP mirrors their existing circuit design from the old
frame to the new frame on a like-for-like basis, such embargo period shall extend from thirty
(30) Days prior to the Conversion Date until five (5) Days after the Conversion Date. lf WSP
requests the addition of trunk capacity or modification of circuit characteristics (i.e., change of
AMI to BSZS) to the new frame, new facility ASRs shall be placed, and the embargo period shall
extend from sixty (60) Days prior to the Conversion Date until five (5) Days after the Conversion
Date. Prior to instituting an embargo period, CenturyLink shall identify the particular dates and
locations for frame conversion embargo periods in substantially the same time and manner as
CenturyLink notifies itself, its End User Customers, Atfiliates, or any other party.
12.3.24.6 Switch Embargo Period. During Switch conversions, service orders and
ASRs shall be subject to an embargo period for services and facilities associated with the trunk
side of the switch. For conversion of trunks where WSP mirrors their existing circuit design from
the old Switch to the new Switch on a like-for-like basis, such embargo period shall extend from
thirty (30) Days prior to the Conversion Date until five (5) Days after the Conversion Date. lf
WSP requests the addition of trunk capacity or modification of circuit characteristics to the new
Switch, new facility ASRs shall be placed, and the embargo period shall extend from sixty (60)
Days prior to the Conversion Date until five (5) Days after the Conversion Date. Prior to
instituting an embargo period, CenturyLink shall identify the particular dates and locations for
Switch conversion embargo periods in substantially the same time and manner as CenturyLink
notifies itself, its End User Customers, Affiliates, or any other party.
12.3.24.7 Switch and Frame Conversion Quiet Periods for LSRs. Switch and frame
conversion quiet periods are the time period within which LSRs may not contain Due Dates, with
the exception of LSRs that result in disconnect orders, including those related to LNP orders,
record orders, Billing change orders for non-switched products, and emergency orders.
12.3.24.7.1 LSRs of any kind issued during Switch or frame conversion quiet
periods create the potential for loss of End User Customer service due to manual
operational processes caused by the Switch or frame conversion. LSRs of any kind
issued during the Switch or frame conversion quiet periods will be handled as set forth
below, with the understanding that CenturyLink shall use its best efforts to avoid the loss
of End User Customer service. Such best efforts shall be substantially the same time
and manner as CenturyLink uses for itself, its End User Customers, its Affiliates, or any
other party.
12.3.24.7.2 The quiet period for Switch conversions, where no LSRs except
those requesting order activity described in 12.3.24.7 are processed for the affected
location, extends from five (5) Days prior to conversion until two (2) Days after the
conversion.
12.3.24.7.3 The quiet period for frame conversions, where no LSRs except
those requesting order activity described in 12.3.24.7 are processed or the affected
location, extends from five (5) Days prior to conversion until two (2) Days after the
conversion.
12.3.24.7.4 LSRs, except those requesting order activity described in
12.3.24.7, (i) must be issued with a Due Date prior to or after the conversion quiet period
and (ii) may not be issued during the quiet period. LSRs that do not meet these
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requirements will be rejected by CenturyLink.
12.3.24.7.5 LSRs requesting disconnect activity issued during the quiet
period, regardless of requested Due Date, will be processed after the quiet period
expires.
12.3.24.7.6 WSP may request a Due Date change to a LNP related
disconnect scheduled during quiet periods up to 12:00 noon Mountain Time the Day
prior to the scheduled LSR Due Date. Such changes shall be requested by issuing a
supplemental LSR requesting a Due Date change. Such changes shall be handled as
emergency orders by CenturyLink.
12.3.24.7.7 WSP may request a Due Date change to a LNP related
disconnect order scheduled during quiet periods after 12:00 noon Mountain Time the
Day prior to the scheduled LSR Due Date until 12 noon Mountain Time the Day after the
scheduled LSR Due Date. Such changes shall be requested by issuing a supplemental
LSR requesting a Due Date change and contacting the lnterconnect Service Center.
Such changes shall be handled as emergency orders by Centurylink.
12.3.24.7.8 ln the event that WSP End User Customer service is disconnected
in error, CenturyLink will restore service in substantially the same time and manner as
CenturyLink does for itself, its End User Customers, its Affiliates, or any other party.
Restoration of WSP End User Customer service will be handled through the LNP
escalations process.
12.3.24.8 Switch Upgrades. Generic Switch software and hardware upgrades are
not subject to the Switch conversion embargoes or quiet periods described above. lf such
generic Switch or software upgrades require significant activity related to translations, an
abbreviated embargo and/or quiet period may be required. Centurylink shall implement service
order embargoes and/or quiet periods during Switch upgrades in substantially the same time
and manner as CenturyLink does for itself, its End User Customers, its Affiliates, and any other
party.
12.3.24.9 Switch Line and Trunk Hardware Additions. CenturyLink shall use its
best efforts to minimize WSP service order impacts due to hardware additions and modifications
to CenturyLink's existing Switches. CenturyLink shall provide WSP substantially the same
service order processing capabilities as CenturyLink provides itself, its End User Customers,
Affiliates, or any other party during such Switch hardware additions.
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Access To Telephone Numbers
SECTION 13.0. ACCESS TO TELEPHONE NUMBERS
13.1 Nothing in this Agreement shall be construed in any manner to limit or otherwise
adversely impact either Party's right to request an assignment of any NANP number resources
including, but not limited to, Central Office (NXX) Codes pursuant to the Central Office Code
Assignment Guidelines published by the lndustry Numbering Committee (lNC) as INC 95-0407-
008 (formerly ICCF 93-0729-010) and Thousand Block (NXX-X) Pooling Administration
Guidelines INC 99-0127-023, when these Guidelines are implemented by the FCC or
Commission Order. The latest version of the Guidelines will be considered the current
standard.
13.2 North American Numbering Plan Administration (NANPA) has transitioned to NeuStar.
Both Parties agree to comply with lndustry guidelines and Commission rules, including those
sections requiring the accurate reporting of data to the NANPA.
13.3 lt shall be the responsibility of each Party to program and update its own switches and
network systems pursuant to the Local Exchange Routing Guide (LERG) to recognize and route
traffic to the other Party's assigned NXX or NXX-X codes. Neither Party shall impose any fees
or charges on the other Party for such activities. The Parties will cooperate to establish
procedures to ensure the timely activation of NXX assignments in their respective networks.
13.4 Each Party is responsible for administering numbering resources assigned to it. Each
Party will cooperate to timely rectify inaccuracies in its LERG data. Each Party will
maintain/revise the LERG to reflect current homing arrangements, which includes subtending
arrangements for local and access tandems, and 800 SSP. Each Party is responsible for
updating the LERG data for NXX codes assigned to its End Office Switches. Each Party shall
use the LERG published by Telcordia or its successor for obtaining routing information and shall
provide through an authorized LERG input agent, all required information regarding its network
for maintaining the LERG in a timely manner.
13.5 Each Party shall be responsible for notifying its End User Customers of any changes in
numbering or dialing arrangements to include changes such as the introduction of new NPAs.
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SECTION 14.0 - LOGAL DIALING PARIW
14.1 The Parties shall provide local dialing parity to each other as required under Section
251(bX3) of the Act. CenturyLink will provide local dialing parity to competing Carriers of
telephone Exchange Service and telephone Toll Service, and will permit all such Carriers to
have non-discriminatory access to telephone numbers, Operator Services (OS), and Directory
Assistance (DA), with no unreasonable dialing delays. WSP may elect to route all of its End
User Customers calls in the same manner as Centurylink routes its End User Customers calls,
for a given call type (e.9., 0, Q+, 1+, 411), or WSP may elect to custom route its End User
Customers' calls differently than CenturyLink routes its End User Customer's calls. Additional
terms and conditions with respect to customized routing are described in this Agreement.
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SEGTION 16.0. BONA FIDE REQUEST PROCESS
16.1 Any request for lnterconnection or Ancillary service that is not already available as
described in other sections of this Agreement, any other Interconnection Agreement, Tariff or
otherwise defined by CenturyLink as a product or service shall be treated as a Bona Fide
Request (BFR). CenturyLink shall use the BFR Process to determine the terms and timetable
for providing the requested lnterconnection or Ancillary services and the technical feasibility of
new/different points of lnterconnection. CenturyLink will administer the BFR Process in a non-
discriminatory manner.
16.2 A BFR shall be submitted in writing and on the appropriate CenturyLink form for BFRs.
WSP and CenturyLink may work together to prepare the BFR form and either Party may request
that such coordination be handled on an expedited basis. This form shall be accompanied by
the non-refundable Processing Fee specified in Exhibit A of this Agreement. CenturyLink will
refund on-half of the Processing Fee if the BFR is cancelled within ten (10) business Days of the
receipt of the BFR form. The form will request, and WSP will need to provide, the following
information, and may also provide any additional information that may be reasonably necessary
in describing and analyzing WSP's request:
16.2.1 a technical description of each requested new or different point of
lnterconnection or Ancillary service;
the desired interface specification;
each requested type of lnterconnection or access;
a statement that the lnterconnection or Ancillary service will be used to
provide a Telecommunications Service;
16.2.2
16.2.3
16.2.4
16.2.5
16.2.6
the quantity requested;
the specific location requested;
16.3 Within two (2) business Days of its receipt, CenturyLink shall acknowledge receipt of the
BFR and in such acknowledgment advise WSP of missing information, if any, necessary to
process the BFR. Thereafter, CenturyLink shall promptly advise WSP of the need for any
additional information required to complete the analysis of the BFR. lf requested, either orally or
in writing, CenturyLink will provide weekly updates on the status of the BFR.
16.4 Within twenty-one (21) calendar Days of its receipt of the BFR and all information
necessary to process it, Centurylink shall provide to WSP an analysis of the BFR. The
preliminary analysis shall specify CenturyLink's conclusions as to whether or not the requested
lnterconnection is technically feasible.
16.5 lf CenturyLink determines during the twenty-one (21) Day period that a BFR does not
qualify as an lnterconnection or Ancillary service that is required to be provided under the Act or
state law, CenturyLink shall advise WSP as soon as reasonably possible of that fact, and
CenturyLink shall promptly, but in no case later than the twenty-one Day period, provide a
written report setting forth the basis for its conclusion.
16.6 lf CenturyLink determines during such twenty-one (21) Day period that the BFR qualifies
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under the Act or state law, it shall notify WSP in writing of such determination within ten (10)
calendar Days, but in no case later than the end of such twenty-one (21) Day period.
16.7 As soon as feasible, but in any case within forty-five (45) calendar Days after
CenturyLink notifies WSP that the BFR qualifies under the Act, CenturyLink shall provide to
WSP a BFR quote. The BFR quote will include, at a minimum, a description of each
lnterconnection and Ancillary service, the quantity to be provided, any interface specifications,
and the applicable rates (recurring and nonrecurring) including the separately stated
development costs and construction charges of the lnterconnection Ancillary service and any
minimum volume and term commitments required, and the timeframes within which the request
will be provisioned.
16.8 A WSP has sixty (60) business Days upon receipt of the BFR quote, to either agree to
purchase under the quoted price, or cancel its BFR.
16.9 lf WSP has agreed to minimum volume and term commitments under the preceding
paragraph, WSP may cancel the BFR or volume and term commitment at any time but may be
subject to termination liability assessment or minimum period charges.
16.10 lf either Party believes that the other Party is not requesting, negotiating or processing
any BFR in good faith, or disputes a determination or quoted price or cost, it may invoke the
Dispute Resolution provision of this Agreement.
16.11 All time intervals within which a response is required from one Party to another under
this Section are maximum time intervals. Each Party agrees that it will provide all responses to
the other Party as soon as the Party has the information and analysis required to respond, even
if the time interval stated herein for a response is not over.
16.12 ln the event WSP has submitted a Request for an lnterconnection or Ancillary services
and Centurylink determines in accordance with the provisions of this Section 16 that the
request is technically feasible, subsequent requests or orders for substantially similar types of
lnterconnection or Ancillary services by that WSP shall not be subject to the BFR process. To
the extent Centurylink has deployed or denied a substantially similar lnterconnection or
Ancillary services under a previous BFR, a subsequent BFR shall not be required and the BFR
application fee shall be refunded immediately. ICB pricing and intervals will still apply for
requests that are not yet standard offerings. For purposes of this Section 16.12, a "substantially
similar" request shall be one with substantially similar characteristics to a previous request with
respect to the information provided pursuant to Subsections 16.2.1 through 16.2.6 of Section
16.2 above. The burden of proof is upon CenturyLink to prove the BFR is not substantially
similar to a previous BFR.
16.13 The total cost charged to WSP shall not exceed the BFR quoted price.
16.14 Upon request, CenturyLink shall provide WSP with CenturyLink's supporting cost data
and/or studies for the lnterconnection or Ancillary service that WSP wishes to order within seven
(7) business Days, except where CenturyLink cannot obtain a release from its vendors within
seven (7) business Days, in which case CenturyLink will make the data available as soon as
CenturyLink receives the vendor release. Such cost data shall be treated as Confidential
lnformation, if requested by CenturyLink under the non-disclosure sections of this Agreement.
16.15 Centurylink shall make available a topical list of the BFRs that it has received with
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Bona Fide **r":ff1';1"::
WSPs under this Agreement. The description of each item on that list shall be sufficient to allow
WSP to understand the general nature of the product, service, or combination thereof that has
been requested and a summary of the disposition of the request as soon as it is made.
CenturyLink shall also be required upon the request of WSP to provide sufficient details about
the terms and conditions of any granted requests to allow WSP to elect to take the same
offering under substantially identical circumstances. CenturyLink shall not be required to
provide information about the request initially made by WSP whose BFR was granted, but must
make available the same kinds of information about what it offered in response to the BFR as it
does for other products or services available under this Agreement. WSP shall be entitled to
the same offering terms and conditions made under any granted BFR, provided that
CenturyLink may require the use of ICB pricing where it makes a demonstration to WSP of the
need therefore.
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SECTION 17.0. AUDIT PROGESS
17.1 "Audit" shall mean the comprehensive review of the books, records, and other
documents used in providing services under this Agreement. The term "Audit" also applies to
the investigation of company records, back office systems and databases.
17.2 The data referred to above shall be relevant to any performance indicators that are
adopted in connection with this Agreement, through negotiation, arbitration or othenvise. This
Audit shall take place under the following conditions:
Either Party may request to perform an Audit.
The Audit shall occur upon thirty (30) business Days written notice by the
requesting Party to the non-requesting Party.
17.2.1
17.2.2
17.2.3
172.4
The Audit shall occur during normal business hours.
There shall be no more than two Audits requested by each Party under
this Agreement in any 12-month period.
17.2.5 The requesting Party may review the non-requesting Party's records,
books and documents, as may reasonably contain information relevant to the operation
of this Agreement.
17.2.6 The location of the Audit shall be the location where the requested
records, books and documents are retained in the normal course of business.
17.2.7 All transactions under this Agreement which are over twenty-four (24)
months prior to the date of request will be considered accepted and no longer subject to
Audit. ln the event an audit is initiated, the Parties agree to retain records of all
transactions under this Agreement for at least 24 months and all subsequent
transactions will also be subject to audit.
17.2.8 Each Party shall bear its own expenses occasioned by the Audit,
provided that the expense of any special data collection shall be borne by the requesting
Party.
17.2.9 The Party requesting the Audit may request that an Audit be conducted
by a mutually agreedto independent auditor. Under this circumstance, the costs of the
independent auditor shall be paid for by the Party requesting the Audit.
17.2.10 ln the event that the non-requesting Party requests that the Audit be
performed by an independent auditor, the Parties shall mutually agree to the selection of
the independent auditor. Under this circumstance, the costs of the independent auditor
shall be shared equally by the Parties.
17.2.11 The Parties agree that if an Audit discloses error(s), the Party responsible
for the error(s) shall, in a timely manner, undertake corrective action for such error(s).
All errors not corrected within thirty (30) business Days shall be escalated to the Vice-
President level.
17.3 All information received or reviewed by the requesting Party or the independent auditor
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o,o:i8[L,ll
in connection with the Audit is to be considered Proprietary lnformation as defined by this
Agreement. The non-requesting Party reserves the right to require any non-employee who is
involved directly or indirectly in any Audit or the resolution of its findings as described above to
execute a nondisclosure agreement satisfactory to the non-requesting Party. To the extent an
Audit involves access to information of other competitors, WSP and CenturyLink will aggregate
such competitors' data before release to the other Party, to insure the protection of the
proprietary nature of information of other competitors. To the extent a competitor is an affiliate
of the Party being audited (including itself and its subsidiaries), the Parties shall be allowed to
examine such Affiliates' disaggregated data, as required by reasonable needs of the Audit.
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constructioi"#:U:
SECTION 18.0 . CONSTRUCTION CHARGES
18.1 CenturyLink will conduct an individual financial assessment of any request which
requires construction of network capacity, facilities, or space for access. When CenturyLink
constructs to fulfill WSP's request, CenturyLink will bid this construction on a case-by-case
basis. CenturyLink will charge for the construction through non-recurring charges and a term
agreement for the remaining recurring charge, as described in the Construction Charges
Section of this Agreement. When the WSP orders the same or substantially similar service
available to CenturyLink End User Customers, nothing in this Section shall be interpreted to
authorize CenturyLink to charge WSP for special construction where such charges are not
provided for in a Tariff or where such charges would not be applied to a CenturyLink End User
Customer.
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*"*"..*:ff13:,.1:
SECTION 19.0 - NETWORK STANDARDS
19.1 The Parties recognize that CenturyLink services and Network Elements have been
purchased and deployed, over time, to Telcordia and CenturyLink technical standards.
Specification of standards is built into the CenturyLink purchasing process, whereby vendors
incorporate such standards into the equipment CenturyLink purchases. CenturyLink
supplements generally held industry standards with CenturyLink Technical Publications.
19.2 The Parties recognize that equipment vendors may manufacture Telecommunications
equipment that does not fully incorporate and may differ from industry standards at varying
points in time (due to standards development processes and consensus) and either Party may
have such equipment in place within its network. Except where otherwise explicitly stated within
this Agreement, such equipment is acceptable to the Parties, provided said equipment does not
pose a security, service or safety hazard to persons or property.
19.4 lntentionally Left Blank.
19.5 CenturyLink has developed its own standards for some Network Elements. CenturyLink
Technical Publications have been developed to support CenturyLink service offerings, inform
End User Customers and suppliers, and promote engineering consistency and CenturyLink's
deployment of developing technologies. CenturyLink provides all of its Technical Publications at
no charge via CenturyLink's wholesale web site.
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Section 20
Signature Page
SECTION 20.0. SIGNATURE PAGE
lN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives.
Commio, LLC Qwest Corporation dba CenturyLink QC
by:
1D;*e (slh
Sam Shiffman
Name Printed/Typed
President
Title
3/L8/20L6
March 4, 2016/nap/Commio, LLC/CO/ CDS-160304-0003
Ty pe 2 Wireless I nterconnection Ag reement-Template v.0 1 . 07.20 1 6
Signature
Diane Roth
Name Printed/Typed
Director - Wholesale
Title
4/7 /20L6
by:
S^* SLffi^a
89
DocuSiqn Envelope lO A8e47434-0447 45CF-968C-C3237C08C4C6
Wireless Type 2 Exhibit A
ldaho
Select Traffic TvDe
EAS / Local Tralfic Reciprocal
Compensation Election
Options Bill and Keep Notes
Recuning
D.''rlh
vm
'.',::..';fr
.: ..: .:11ftEr 2v
i.0 nterconnection
1 Enlrance Facilities
611 DSI '103 61 s208 3Z
6 1.2 DS3 $524.42 s277.73
16.2 iEICT
6.2.1 Per DS1 $0.0($0.0(6.22 Per DS3 s0.0(s0.00 B B
6.3 Direct Trunked Transport3.1 DSo (Recurrino Fixed & oer Mile)
63't1 Over0toSMiles $24 61 so 2!
6.3.1 Over 8 to 25 Miles $24 so
6.3.1 .3 Over 25 to 50 Miles $24.8€$0.1
6314 Over 50 Miles s24 6E $0.0t
6.3.2 DS1 (Recurrinq Fixed & Der Mile)
6.3.2.1 Over0toSMiles $37.3i $1.246322Over 8 to 25 Miles s1.82
6 3 2 3 Over 25 lo 50 Mil6s s37
6.3.2.4 Over 50 Miles s37.35 $1.9(
6 3 3 DS3 fRecLrrrind Fire.l & ner Mile\
6.3.3.1 Over 0 to I Miles s?57 1 s19 Z
6.3.3.2 Over 8 to 25 Miles $260.4($24.24
6 3 3 3 Over 25 to 50 Miles s260 77 s26 4:
5334 Over 50 Milps $259.3
6.4 MulliDlexino641 DSItoDSo s263 8€sl 93 3t
64? DS3toDSl $304.2 sl 93
6.5 Trunk Nonrecurrino Charoes
6.5 1 DSI lnterface
651 1 FirsiTflrnk s229 4(
6.5.1.2 Each Additional Trunk s54
6.5 2 DS3 lnterface
65?1 FirsiTnrnk s235 71
6.5.2.2 Each Additional Trunk s11
5 3 Trunk Routino Chanoe oer Tvoe 2 Trunk GrouD
;6 5 3 1 2A Direct Final to Aliernaie Final s74 61
6.5.3.2 TvDe 2 Routinq Translation Chanoe s74 61
5-5 Ancillaru Trunks
6 6 1 lOne-VVav Olri Onlv Anaillaru Tnrnks ner Tnrnk
6.6.1.1 ldaho - North $20 6S $43
16.6.1.2 ldaho - South
66121 76ne 1 't1 5(117 5(
6.6.1.2.2 Zone 2 't7.51 1
6.6.1 .2.3 Zone 3 $12.6:s'l 17.5(
7 rlnlentionallv Left Blank
6.8 lntentionallv Left Blank
6g iMisccllana
6.9.1 CancellationCharge CenturyLink QC's
ldaho Access
Service Catalog
6.9.2 Expedite Charge CenturyLink QC's
ldaho Access
Seruice Catalog
6.9.3 AdditionalTesting CenturyLink QC's
ldaho Access
Seruice Cataloq
10 Transit Traffic
6.10 'l Local & lntraLATA Toll Transit Der Minute of use s0 0041 t.b
so 6&C
1'l Jointlv Provided Switched Access Services
Qwest ldaho 7th Revision
October 2, 2007 Page 1 of 3
DocuSign Envelope lD: ABE47 434-0447 45CF-968C-C3237C08C4C0
Qwest ldaho 7th Revision
October 2, 2007
Wireless Type 2 Exhibit A
ldaho
llecurdno
Recuring
Da, UlIa N^6-4..t.,*nd
v]T
,tmoEz=O
2v
16 1 1 1 Mechanized Access Records. Der Record $0.001 4877 B
6.12 llnterMTA Traffic CenturyLink QC's
FCC Switched
Access Tariff
6 12.1 Percentaoe of M-L lnterlvlTA Usaqe o/"
6 12.2 Percentaoe of L-M lnterNilTA Usaqe %
6.'13 Percent Local Usaqe Factors
13.1 )LU
n lp
t-0 lntentionallv Left Blank
,.0 \ncillary Seryices
).1 Local Number Portabilitv
'1 1 LNP Queries See FCC Tariff #1
Section 13 & 20
See FCC Tariff #1
Section 13 & 20
19.1 2 -NP lvlanaoed Cuts
) 121 Itandard Manaoed Cuts. oer Person, Der Half Hour $26.57
,]verlime Manaoed Cuts. Der Person. Der Half Hour s34.38
).1.2.3 )remium Manaqed Cuts, per Person, per Half Hour s42 21
92 9t L Egt1 No Charoe No Charoe
9.3 lntentionallv Left Blank
94 ccess to Poles. Ducts, Conduits and Rights of Way (ROW)
9.4.'l Pole lnouirv Fee. Der lnquary s341 6:
9.4.2 lnnerduct lnouirv Fee. oer lnouiru s233.5
A W lndrrru Fee oer s378.8 1
44 ROW Document Preparation Fee s172 I
9.4.5 Field Veriflcation Fee. oer Pole 04
4 6 Field Verification Fee Der Manhole $1 90.8(1
4/anner Verification, per Manhole $16 5:1
9.4 8 lvlanhole Veriflcatron lnsDector, per Manhole9.4.9 Manhole Make-Readv lnsoector. oer l\ilanhole s245.8i
410 ltentionallv ank
a '11 )ole Attachment Fee. Der Foot. per Year 71
9.4.12 nnerduct
)412 1 ntentionallv Lett Blank
4.12.2 lnnerduct Occupancy Fee, per Foot, per Year s0 31 4
9.4.'13 \ccess Aoreement Consideration
9.4.14 vlake Readv tct
IOO lnlaniidnrllvlp Blank
rl.0 \ccess to Ooeralional Suobori Svstems (OSS)
11 evelopment and Enhancements, per Order s5 0(
1.2 Cnooino ODerations. oer Order $1 .4(
l2.O Maintenance and ReDair
12.'l Trouble lsolalion
12 11 \raintenence of seruice for non-Owest Trouble. oer Half Hour or fraction thereof
12 1 .1 Maintenance of Serurce - Basrc s28 8t
1.2 Maintenance of Seruice - Overtime $38.51
1 3 LMaintenance of Seruice - Premium $48.21
12 12 r for non-Owest Trouble s87 9t
.0 lntentionallv Left Blank
14-O lntentionallv Left Blank
5.0 lntentionallv Left Blank
16.0 Bona Fide Reduesl Pr6cess
161 rocessino Fee sl 851 8t
17 -O lntentionallv Left Blank
)nallv Left Blank
19.0 :onstruction Charoes ICE IUE 3
* Unless otheruise indicated, all rates are pursuant to ldaho Public Utilites Commission Dockets
A Cost Docket OWE-T-o1-1'l order No 29408 (Januarv 5. 2OO4) rates effective Januarv 5. 2004
Page 2 of 3
D@usign Envelope lot 48E4743/4447 45CF-96BC43237C084jC6
Wireless Type 2 Exhibit A
B
C iCC Dockei No. 01-92 Effective 12-29-'1 1
i rntarv Rate Reduclion Docket USW-T-00-3. effective 6/10/02. Reductions reflected in the 5l24lo2 Exhlbil A.
ffi third Voluntarv Rate Reduction Docket USW-T-00-3. effective 12116/02. Reductions reflected in the '10/'16/02 Exhibit A.
1 Rales not addressed in cost dockel fTELRIC-based 6sts where reouired.)
2
3 ^P l^dh,id,'rl a..a P.ai. F
4 lates per FCC Guidelines
5 late Aoreed uDon in 271 workshoDs.
6
Qwest ldaho 7th Revision
October 2, 2007 Page 3 of 3
DocuSign Envelope lD: ABE47 434-0447 45CF -96BC-C3237C08C4C0
Exhibit B
Service Performance I ndicators
EXHIBIT B
SERVICE PERFORMANCE IN DICATORS
CenturyLink and IWSP] agree that CenturyLink will provide Type 2 lnterconnection
Trunks to [WSP] and other Wireless Service Providers, for use as Telecommunications
Services, in a non-discriminatory manner. CenturyLink will work with [WSP] on an
lndividual Case Basis (lCB) when IWSP] requires data from CenturyLink to develop
operation reporting.
WSP-T-2-Exhibit B May 24,2005 Pagel
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EXHIBIT C
lntentionally Left Blank
WSPT2 - Exhibit C 9-24-O8 Page 1
DocuSign Envelope lD: ABE47 434-0447-45CF-96BC-C3237C08C4C0
Date General lnformation Provided by GenturyLink:
GeneralAgreement :
BAN Number(must be assigned before processing):
REVISED CenturyLink RIGHT OF WAY, POLE ATTACHMENT, INNERDUCT OCCUPANCY
GENERAL INFORMATION: EFFECTIVE 6129101
PURPOSE. The purpose of this General lnformation document is to share information
and provide or deny permission to attach and maintain WSP's facilities ("Facilities") to Qwest
Corporation dba CenturyLink QC's ("CenturyLink") Poles, to place Facilities on or within
CenturyLinks lnnerduct (collectively "Poles/lnnerduct") and to obtain access to CenturyLink's
private right of way ("ROW"), to the extent CenturyLink has the right to grant such access. This
General lnformation is necessary to determine if CenturyLink can meet the needs of the WSP's
request but does not guarantee that physical space or access is currently available.
Permission will be granted on a first-come, first-serve basis on the terms and conditions set
forth in the appropriate agreement pertaining to "Poles/lnnerduct".
PROCESS. The CenturyLink process is designed to provide the WSP the information
so as to assist WSP and CenturyLink to make Poles, lnnerduct and ROW decisions in a cost-
efficient manner. The Process has these distinct steps:
2.1 lnquirv Review - Attachment 1.A (Database Search). The WSP is requested to
review this document and return Attachment 1.A along with two copies of a map and the
nonrefundable lnquiry Fee, calculated in accordance with Attachment 1.A hereto. These fees
are intended to cover CenturyLink's expenses associated with performing an internal record
(database) review, preparing a cost estimate for the required field survey, setting up an
account, and determining time frames for completion of each task to meet the WSP's Request.
Be sure a BAN number is assigned by the CenturyLink Service Support Representative for
each request before sending an Attachment 1.A. To request a BAN number send an email
requesting one to: [e-mail]. lnclude your name,
company, phone number, email address, city and state of our inquiry. A BAN number will be
assigned to your inquiry and will be emailed to you along with other materials.
As indicated on Attachment 1.A, a copy of the signed Attachment and maps of the desired
route must be emailed to [e-mail] while the fee must
be sent to the Centurylink WSP Joint Use Manager with the original signed Attachment 1.A.
The map should clearly show street names and highways along the entire route, and specific
locations of entry and exit of the ROWducUpole system. Area Maps should be legible and
identify all significant geographic characteristics including, but not limited to, the following:
CenturyLink central offices, streets, cities, states, lakes, rivers, mountains, etc. CenturyLink
reserves the right to reject illegible or incomplete maps. lf WSP wishes to terminate at a
particular manhole (such as a POI) it must be indicated on the maps. For ROW: Section,
Range and Township, to lheTl section must also be provided.
CenturyLink will complete the lnquiry review and prepare and return a Poles/lnnerduct
Verification/ROw Access Agreement Preparation Costs Quotation (Attachment 1.B) to the
WSP generally within ten (10) days or the applicable federal or state law, rule or regulation that
governs this Agreement in the state in which lnnerduct attachment is requested. ln the case of
poles, CenturyLink will assign a Field Engineer and provide hisiher name and phone number to
the WSP. The Field Engineer will check the local database and be available for a joint
verification with the WSP. The Poles/lnnerduct Verification/ROw Access Agreement
v.2-01-2013
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-044745CF-968C-C3237C08C4C0
Preparation Costs Quotation will be valid for thirty (30) calendar days from the date of
quotation. The lnquiry step results only in the location and mapping of CenturyLink facilities
and does not indicate whether space is available. This information is provided with Attachment
1.8.
ln the case of ROW, CenturyLink will prepare and return a ROW information matrix and a copy
of agreements listed in the ROW Matrix, within ten (10) days. The ROW Matrix will identify (a)
the owner of the ROW as reflected in CenturyLink's records, and (b) the nature of each ROW
(i.e., publicly recorded and non-recorded). The ROW information matrix will also indicate
whether or not CenturyLink has a copy of the ROW agreement in its possession. CenturyLink
makes no representations or warranties regarding the accuracy of its records, and WSP
acknowledges that, to the extent that real property rights run with the land, the original granting
party may not be the current owner of the property.
ln the case of MDUs, CenturyLink will prepare and return an MDU information matrix, within ten
(10) days, which will identify (a) the owner of the MDU as reflected in CenturyLink's records,
and (b) whether or not CenturyLink has a copy of the agreement between CenturyLink and the
owner of a specific multi-dwelling unit that grants CenturyLink access to the multi-dwelling unit
in its possession. CenturyLink makes no representations or warranties regarding the accuracy
of its records, and WSP acknowledges that the original landowner may not be the current
owner of the property.
Centurylink will provide to WSP a copy of agreements listed in the Matrices that have not been
publicly recorded if WSP obtains authorization for such disclosure from the third party owne(s)
of the real property at issue by an executed version of the Consent to Disclosure form, which is
included in Attachment 4. CenturyLink will redact all dollar figures from copies of agreements
listed in the Matrices that have not been publicly recorded that CenturyLink provides to WSP.
Alternatively, in order to secure any agreement that has not been publicly recorded, a WSP
may provide a legally binding and satisfactory agreement to indemnify CenturyLink in the event
of any legal action arising out of CenturyLink's provision of such agreement to WSP. ln that
event, the WSP shall not be required to execute the Consent to Disclosure form.
lf there is no other effective agreement (r.e., an lnterconnection Agreement) between WSP and
Centurylink concerning access to Poles, Ducts and ROW, then Attachment 3 must be
executed by both parties in order to start the lnquiry Review and in order for WSP to obtain
access to Poles, Ducts and/or ROW.
2.2 Attachment 'l.B (Verification) & Attachment 4 (Access Aoreement Preparation). With
respect to Poles and lnnerduct, upon review and acceptance of signed Attachment 1.B and
payment of the estimated verification costs by the WSP, CenturyLink will conduct facilities
verification and provide the requested information which may or may not include the following:a review of public and/or internal CenturyLink rightof-ways records for restrictions,
identification of additional rights-of-way required; a field survey and site investigation of the
lnnerduct, including the preparation of distances and drawings, to determine availability on
existing lnnerduct; identification of any make-ready costs required to be paid by the WSP, if
applicable, prior to installing its facilities. ln the case of Poles, Attachment 1.B orders the field
verification which may be done jointly. A copy of the signed Attachment 1.B should be emailed
to [e-mail] while the appropriate fees should be sent to the CenturyLink-WsP
Joint Use Manager with the original signed Attachment 1.8. Upon completion of the
verification, Attachment 2 will be sent to the WSP by CenturyLink.
v.2-01-2013
2
WSP- T-2-Exhibit D
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With respect to ROW, upon review and acceptance of signed Attachment 1.8 and payment of
the ROW conveyance consideration, Centurylink will deliver to the WSP an executed and
acknowledged Access Agreement to the WSP in the form attached hereto as Attachment 4 (the
"Access Agreement"). ln the event that the ROW in question was created by a publicly
recorded document and CenturyLink has a copy of such document in its files, a copy of the
Right-of-Way Agreement, as defined in the Access Agreement, will be attached to the Access
Agreement and provided to the WSP at the time of delivery of the Access Agreement. lf the
ROW was created by a document that is not publicly recorded, or if Centurylink does not have
a copy of the Right-of-Way Agreement in its possession, the Access Agreement will not have a
copy of the Right-of-Way Agreement attached. lf the ROW was created by a non-publicly
recorded document, but CenturyLink does not have a copy of the Right-of-Way Agreement in
its possession, the WSP must obtain a copy of the Right-of-Way Agreement or other suitable
documentation reasonably satisfactory to Centurylink to describe the real property involved
and the underlying rights giving rise to the Access Agreement.
Although CenturyLink will provide the identity of the original grantor of the ROW, as reflected in
CenturyLink's records, the WSP is responsible for determining the current owner of the
property and obtaining the proper signature and acknowledgement to the Access Agreement.
lf Centurylink does not have a copy of the Right-of-Way Agreement in its records, it is the
responsibility of the WSP to obtain a copy of the Right-of-Way Agreement. lf the ROW was
created by a publicly recorded document, the WSP must record the Access Agreement (with
the Right-of-Way Agreement attached) in the real property records of the county in which the
property is located. lf the ROW was created by a grant or agreement that is not publicly
recorded, WSP must provide CenturyLink with a copy of the properly executed and
acknowledged Access Agreement and, if applicable, properly executed Consent Regarding
Disclosure form or letter of indemnification.
CenturyLink is required to respond to each Attachment 1.8. submitted by WSP within 35 days
of receiving the Attachment 1.B. ln the event that CenturyLink believes that circumstances
require a longer duration to undertake the activities reasonably required to deny or approve a
request, it may petition for relief before the Commission or under the escalation and dispute
resolution procedures generally applicable under the interconnection agreement, if any,
between CenturyLink and WSP.
2.3 Poles/Duct Order Attachment 2 (Access). ln the case of Poles and lnnerduct, upon
completion of the inquiry and verification work described in Section 2.2 above, CenturyLink will
provide the WSP a Poles/lnnerduct Order (Attachment 2) containing annual recurring charges,
estimated Make-ready costs. Upon receipt of the executed Attachment 2 Order form from the
WSP and applicable payment for the Make-Ready Fees identified, CenturyLink will assign the
WSP's requested space; CenturyLink will also commence the Make-ready work within 30 days
following payment of the Make-Ready Fees. CenturyLink will notify WSP when Poles/lnnerduct
are ready for attachment or placement of Facilities. A copy of the signed Attachment 2 form
should be emailed to [e-mail] while the payment
should go to the Joint Use Manager along with the original signed Attachment 2.
NOTE: Make-ready work performed by CenturyLink concerns labor only. For Poles it involves
rearrangement to accommodate the new attachment. For lnnerduct, it involves placing the
standard three innerducts in the conduit to accommodate fiber cable where spare conduit
exists. Segments without conduit space are considered "blocked". CenturyLink will consider
repair or clearing damaged facilities, but may not construct new facilities as part of Make-ready
work.
v.2-01-2013
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WSP- T-2-Exhibit D
DocuSign Envelope lD: A8E47434-044745CF-968C-C3237C08C4C0
Construction work to place conduit or replace poles may be required where facilities are
blocked. The WSP may contract separately with a CenturyLink-approved contractor to
complete the construction provided a CenturyLink inspector inspects the work during and after
construction. lf other parties benefit from construction, the costs may be divided among the
beneficiaries. Construction costs are not included in Attachment 2. The WSP is not
encouraged to sign the Poles/lnnerduct Order (Attachment 2) until provisions have been made
for construction.
2.4 Provision of ROWPoles/lnnerduct. CenturyLink agrees to issue to WSP for any
lawful telecommunications purpose, a nonexclusive, revocable Order authorizing WSP to
install, maintain, rearrange, transfer, and remove at its sole expense its Facilities on
Poles/lnnerduct to the extent owned or controlled by CenturyLink. CenturyLink provides
access to Poles/lnnerducUROW in accordance with the applicable federal, state, or local law,
rule, or regulation, incorporated herein by this reference, and said body of law, which governs
this Agreement in the state in which Poles/lnnerduct is provided. Any and all rights granted to
WSP shall be subject to and subordinate to any future federal, state, and/or local requirements.
Nothing in this General lnformation shall be construed to require or compel CenturyLink to
construct, install, modify, or place any Poles/lnnerduct or other facility for use by the WSP.
The costs included in the Poles/lnnerduct Verification Fee are used to cover the costs incurred
by CenturyLink in determining if Poles/lnnerduct space is available to meet the WSP's request;
however, the WSP must agree and will be responsible for payment of the actual costs incurred
if such costs exceed the estimate. lf the actual costs are less than the estimate, an appropriate
credit can be provided upon request. lf CenturyLink denies access, CenturyLink shall do so in
writing, specifying the reasons for denial within 45 days of the initial inquiry.
Likewise, the fees included in the ROW processing costs quotation are used to cover the costs
incurred by CenturyLink in searching its databases and preparing the Access Agreement. ln
the event that complications arise with respect to preparing the Access Agreement or any other
aspect of conveying access to CenturyLink's ROW, the WSP agrees to be responsible for
payment of the actual costs incurred if such costs exceed the standard fees; actual costs shall
include, without limitation, personnel time, including attorney time.
3. DISPUTE RESOLUTION
3.1.Other than those claims over which a federal or state regulatory agency has
exclusive jurisdiction, all claims, regardless of legal theory, whenever brought and whether
between the parties or between one of the parties to this Agreement and the employees,
agents or affiliated businesses of the other party, shall be resolved by arbitration. A single
arbitrator engaged in the practice of law and knowledgeable about telecommunications law
shall conduct the arbitration in accordance with the then current rules of the American
Arbitration Association ("fuAA") unless otherwise provided herein. The arbitrator shall be
selected in accordance with AAA procedures from a list of qualified people maintained by AAA.
The arbitration shall be conducted in the regional MA office closest to where the claim arose.
3.2. All expedited procedures prescribed by the ArAA shall apply. The arbitrator's
decision shall be final and binding and judgment may be entered in any court having
jurisdiction thereof.
v.2-01-2013
4
WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447-45CF-96BC-C3237C08C4C6
3.3. Other than the determination of those claims over which a regulatory agency has
exclusive jurisdiction, federal law (including the provisions of the Federal Arbitration Act, 9
U.S.C. Sections '1-16) shall govern and control with respect to any issue relating to the validity
of this Agreement to arbitrate and the arbitrability of the claims.
34. lf any party files a judicial or administrative action asserting claims subject to
arbitration, and another party successfully stays such action and/or compels arbitration of such
claims, the party filing the action shall pay the other party's costs and expenses incurred in
seeking such stay or compelling arbitration, including reasonable attorney's fees.
v.2-01-2013
5
WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447-45CF-96BC-C3237C08C4C6
ATTAGHMENT 1. A
Poles/lnnerducU or ROW !nquiry Preparation Fee
General Agreement
BAN Number (one for each route must be assigned before processing):
Date Submitted:
WSP Name
Date Replied to WSP:
Contact name:
Billing Address:
Phone Number:e-mailaddress:
State and city of inquiry:
Poles/lnnerduct Permit Database Search Costs Quotation
(One Mile Minimum) Costs Est. Miles
1. Pole lnquiry Fee (see aftached pricing chart)X =$
2. lnnerduct lnquiry Fee (see attached pricing chart) X
3. ROW Records lnquiry (see attached pricing chart) X
4. Estimated lnterval for Completion of ltems 1 ,2 or 3: 10 Days
5. Additional requirements of WSP:
This lnquiry will result in (a) for Poles and lnnerduct: a drawing of the duct or innerduct structure fitting
the requested route, if available, and a quote of the charges for field verification, and/or (b) in the case of
ROW, a ROW identification matrix, a quote of the charges for preparation of and consideration for, the
necessary Access Agreements, and copies of ROW documents in Centurylink's Possession. (c) For
Poles, the name and telephone number of the Field Engineer are provided so that the WSP may contact
the Centurylink Field engineer and discuss attachment plans. lf a field verification of poles is required,
Attachment 1.B must be completed and the appropriate charges paid. lnnerduct verification is always
needed.
By signing below and providing payment of the Estimated Costs identified above, the WSP desires
Centurylink to proceed with the processing of its database/records search and acknowledges receipt of
this General lnformation, including the General Terms and Conditions under which CenturyLink offers
such Poles/lnnerduct. Quotes expire in 30 days.
)west Corporation dba Centurylink QC
iionature iiqnature
{ame Tvoed or Printed ,lame Typed or Printed
litle l-itle
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This signed form (original) must be sent to: Manager, CenturyLink Joint Use, 700 West MineralAve
NM M30.13 Littleton, CO 80120 303-707-3165 together with payment for the lnquiry amount which
may be remitted in the form of a check payable to 'CenturyLink', or through an Electronic Funds
Transfer (EFT) if the CLEC has completed the EFT Pre-application via the EFT process. A copy of
this form must be sent with two acceptably-detailed maps showing the requested route to:
CenturyLink Service Representative at: [e-mail]. Put
"Agree" on signature line.
v.2-01-2013
6
$
WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447-45CF-968C-C3237C08C4C6
ATTAGHMENT 1.8
General Agreement
BAN Number:
Poles/lnnerduct Verification/ROW Access Agreement Preparation Costs Quotation
Date Nonrefundable Received :Date Replied to WSP:
**NOTE: THIS ATTACHMENT WILL BE COMPLETED BY CENTURYLINK AND SENT TO THE WSP
FOR SIGNATURE AFTER THE DATABASE INQUIRY IS COMPLETE."*
Charge
Pole Field Verification Fee (10 pole minimum)
lnnerduct Field Verification Fee
Preparation of private ROW documents
Access Agreement Prep. and Consideration
Estimated CostsNumber
$10/ Access Agreement
Working Days
Total
s1.
2.
3.
4.
5.Estimated lntervalto Complete ltems 1 or2 or 3 andlor 4:
Comments:
By signing below and providing payment of the Total Estimated Costs identified above, the WSP desires
CenturyLink to proceed with the processing of its field survey/preparation of Access Agreements, and
acknowledges receipt of this General lnformation, including the General Terms and Conditions under
which CenturyLink offers such ROW/Poles/lnnerduct. The WSP acknowledges the above costs are
estimates only and WSP may be financially responsible for final actual costs which exceed this estimate,
or receive credit if Quotes in 30
)west Corporation dba Centurylink QC
iionature iionature
,lame Tvoed or Printed lame Tvoed or Printed
litle title
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The original signed form must be sent to: Manager, CenturyLink CLEC Joint Use, 700 West
Mineral Ave NM M30.13 Littleton, CO 80120 together with payment for the Verification amount
which may be remitted in the form of a check payable to Centurylink, or through an Electronic
Funds Transfer (EFT) if the CLEC has completed the EFT Pre-application via the EFT process. An
email copy of this form must be sent to: [e-mail], with "Agree" on the signature line.
v.2-01-2013
7
WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447-45CF-968C-C3237C08C4C6
ATTACHMENT 2
Poles/lnnerduct Order General Agreement
BAN Number:**NOTE: THIS FORM WILL BE COMPLETED BY CENTURYLINK AND SENT TO WSP FOR
SIGNATURE**
Make-ready Work required: Yes (
Received
lf Yes is checked, estimated Make-ready costs: $
) No( )Date
The following Attachments are hereby incorporated by reference into this Order:
1. Term - Effective Date -
2. Summary of Field Results (including Make-Ready work if required).
3. When placing fiber, WSP must:
a. provide Centurylink representative, a final design of splice, racking and slack locations in CenturyLink
utility holes.
b. tag all equipment located in/on CenturyLink's facilities from beginning of the route to the end, and at
the entrance and exit of each utility hole with the following information: (1) WSP's Name and Contact
Number, (2) Contract Number and Date of Contract, (3) Number of Fibers in the lnnerduct and Color of
Occupied lnnerduct.
Please check YES if construction by Centurylink is needed for access to Centurylink manholes (e.9.
core drills, stubouts, not innerduct placement) For Poles, quantity is based on the number of vertical feet
used (One cable attachment = one foot). lf you do not place an order at this time, these Poles/lnnerduct
will be assigned on a first come-first served basis.
Additional Comments: THE ESTIMATED COSTS ARE FOR THE INSTALLATION OF INNERDUCT OR
REARRANGEMENT PER THE WORK SHEETS. THE ANNUAL RECURRING CHARGE FOR YEAR
2OO1 HAS BEEN PRORATED TO ( /DAY. DAYS). PLEASE PROVTDE PAYMENT
FOR THE MAKE-READY COSTS AND THE PRORATED 2OO1 RECURRING FEE ALONG WITH THIS
SIGNED ORDER
By signing below and providing payment of the Make-ready costs and the first year's prorated Annual
Recurring Charge (or, if WSP requests Semiannual billing, then the first half-year's prorated Semiannual
Recurring Charge), the WSP desires Centurylink to proceed with the Make-ready Work identified herein
and acknowledges receipt of the General Terms and Conditions under which CenturyLink offers such
Poles/lnnerduct. By signing this document you are agreeing to the access described herein. Quotes
expire in 90 days.
Return this signed form to: Manager, Joint Use Supervisor, 700 West Minera! Ave NM M30.13
Littleton, CO 80120 together with payment for the Occupancy amount which may be remitted in the
form of a check payable to Centurylink, or through an Electronic Funds Transfer (EFT) if the CLEC
v.2-01-2013I
for this Permit:
Pole Attachment, Per Pole
conf. call for Construction?
WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447 -45CF -968C-C3237C08C4C6
has completed the EFT Pre-application via the EFT process. Send a copy to:.
wholesale.servicessu pportteam@centurvl in k.com
)west Corporation dba CenturvLink QC
Siqnature iionature
,lame Tvoed or Printed ,lame Typed or Printed
Fitle title
)ate )ate
v.2-01-2013IWSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47434-0447-45CF-96BC-C3237C08C4C0
ATTACHMENT 3
General Agreement:
CENTURYLINK RIGHT OF WAY ACGESS, POLE ATTACHMENT AND/OR INNERDUCT
OCCUPANCY
GENERAL TERMS AND CONDITIONS
This is an Agreement between ("WSP") and Qwest Corporation dba
CenturyLink QC ("CenturyLink"), for one or more Orders for the WSP to obtain access to
CenturyLink's Right-of-Way ("ROW") and/or to install/attach and maintain their communications
facilities ("Facilities") to CenturyLink's Poles and/or placement of Facilities on or within
CenturyLink's lnnerduct (collectively "Poles/lnnerduct") described in the General lnformation
and WSP Map, which are incorporated herein by this reference (singularly "Order" or
collectively, "Orders"). lf there is no other effective agreement (r.e., an lnterconnection
Agreement) between WSP and Centurylink concerning access to Poles, Ducts and ROW, then
this AgreemenUAttachment 3 must be executed by both parties in order to start the lnquiry
Review and in order for WSP to obtain access to Poles, Ducts and/or ROW.
1. SCOPE.
1.1 Subject to the provisions of this Agreement, CenturyLink agrees to issue to WSP for
any laMul telecommunications purpose, (a) one or more nonexclusive, revocable Orders
authorizing WSP to attach, maintain, rearrange, transfer, and remove at its sole expense its
Facilities on Poles/lnnerduct owned or controlled by CenturyLink, and/or (b) access to
CenturyLink's ROW to the extent that (i) such ROW exists, and (ii) CenturyLink has the right to
grant access to the WSP. Any and all rights granted to WSP shall be subject to and
subordinate to any future local, state and/or federal requirements, and in the case of ROW, to
the originaldocument granting the ROW to CenturyLink or its predecessors.
1.2 Except as expressly provided herein, nothing in this Agreement shall be construed to
require or compel CenturyLink to construct, install, modify, or place any Poles/lnnerduct or
other facility for use by WSP or to obtain any ROW for WSP's use.
1.3 CenturyLink agrees to provide access to ROW/Poles/lnnerduct in accordance with
the applicable local, state or federal law, rule, or regulation, incorporated herein by this
reference, which governs this Agreement in the state in which Poles/lnnerduct is provided.
2. TERM. Any Order issued under this Agreement for Pole attachments or lnnerduct
occupancy shall continue in effect for the term specified in the Order. Any access to ROW
shall be non-exclusive and perpetual, subject to the terms and conditions of the Access
Agreement (as hereinafter defined) and the original instrument granting the ROW to
CenturyLink. This Agreement shall continue during such time WSP is providing Poles/lnnerduct
attachments under any Order to this Agreement.
3. TERMINATION WITHOUT CAUSE.
3.1 To the extent permitted by law, either party may terminate this Agreement (which will
have the effect of terminating all Orders hereunder), or any individual Orde(s) hereunder,
without cause, by providing notice of such termination in writing and by certified Mail to the
v.2-01-2013
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47434-0447-45CF-96BC-C3237C08C4C6
other party. The written notice for termination without cause shall be dated as of the day it is
mailed and shall be effective no sooner than one hundred twenty (120) calendar days from the
date of such notice.
3.2. Termination of this Agreement or any Order hereunder does not release either party
from any liability under this Agreement that may have accrued or that arises out of any claim
that may have been accruing at the time of termination, including indemnity, warranties, and
confidential information.
3.3 lf CenturyLink terminates this Agreement for Cause, or if WSP terminates this
Agreement without Cause, WSP shall pay termination charges equal to the amount of fees and
charges remaining on the terminated Orde(s) and shall remove its Facilities from the
Poles/lnnerduct within sixty (60) days, or cause CenturyLink to remove its Facilities from the
Poles/lnnerduct at WSP's expense; provided, however, that WSP shall be liable for and pay all
fees and charges provided for in this Agreement to CenturyLink until WSP's Facilities are
physically removed. Notwithstanding anything herein to the contrary, upon the termination of
this Agreement for any reason whatsoever, all Orders hereunder shall simultaneously
terminate.
3.4 lf this Agreement or any Order is terminated for reasons other than Cause, then
WSP shall remove its Facilities from Poles/lnnerduct within one hundred and eighty (180) days
from the date of termination; provided, however, that WSP shall be liable for and pay all fees
and charges provided for in this Agreement to CenturyLink untilWSP's Facilities are physically
removed.
3.5 CenturyLink may abandon or sell any Poles/lnnerduct at any time by giving written
notice to the WSP. Upon abandonment of Poles/lnnerduct, and with the concurrence of the
other WSP(s), if necessary, WSP shall, within sixty (60) days of such notice, either apply for
usage with the new owner or purchase the Poles/lnnerduct from CenturyLink, or remove its
Facilities therefrom. Failure to remove its Facilities within sixty (60) days shall be deemed an
election to purchase the Poles/lnnerduct at the current market value.
4. GHARGES AND BILLING.
4.1. WSP agrees to pay CenturyLink Poles/lnnerduct usage fees ("Fees") as specified in
the Order, Fees will be computed in compliance with applicable local, state and Federal law,
regulations and guidelines. Such Fees will be assessed, in advance on an annual basis.
Annual Fees will be assessed as of January 1st of each year. Fees are not refundable except
as expressly provided herein. WSP shall pay all applicable Fees and charges specified herein
within thirty (30) days from receipt of invoice. Any outstanding invoice will be subject to
applicable finance charges.
4.2. CenturyLink has the right to revise Fees, at its sole discretion, upon written notice to
WSP within at least sixty (60) days prior to the end of any annual billing period.
5. INSURANCE. The WSP shall obtain and maintain at its own cost and expense the following
insurance during the life of the Contract:
5.1. Workers' Compensation and/or Longshoremen's and Harbor Workers Compensation
insurance with (1) statutory limits of coverage for all employees as required by statute; and (2)
although not required by statute, coverage for any employee on the job site; and (3) Stop Gap
v.2-01-2013
11
WSP- T-2-Exhibit D
DocuSign Envelope lD ABE47 434-0447-45CF-968C-C3237C08C4C6
liability or employer's liability insurance with a limit of One Hundred Thousand Dollars
($100,000.00) for each accident.
5.2 General liability insurance providing coverage for underground hazard coverage
(commonly referred to as "U" coverage), products/completed operations, premises operations,
independent contractor's protection (required if contractor subcontracts the work), broad form
property damage and contractual liability with respect to liability assumed by the WSP
hereunder. This insurance shall also include: (1) explosion hazard coverage (commonly
referred to as "X" coverage) if the work involves blasting and (2) collapse hazard coverage
(commonly referred to as "C" coverage) if the work may cause structural damage due to
excavation, burrowing, tunneling, caisson work, or under-pinning. The limits of liability for this
coverage shall be not less than One Million Dollars ($1,000,000.00) per occurrence combined
single limit for bodily injury or property damage. These limits of liability can be obtained
through any combination of primary and excess or umbrella liability insurance.
5.3 Comprehensive automobile liability insurance covering the use and maintenance of
owned, non-owned and hired vehicles. The limits of liability for this coverage shall be not less
than One Million Dollars ($1,000,000.00) per occurrence combined single limit for bodily injury
or property damage. These limits of liability can be obtained through any combination of
primary and excess or umbrella liability insurance.
5.4 CenturyLink may require the WSP from time-to-time during the life of the Contract to
obtain additional insurance with coverage or limits in addition to those described above.
However, the additional premium costs of any such additional insurance required by
CenturyLink shall be borne by CenturyLink, and the WSP shall arrange to have such costs
billed separately and directly to CenturyLink by the insuring carrier(s). CenturyLink shall be
authorized by the WSP to confer directly with the agent(s) of the insuring carrie(s) concerning
the extent and limits of the WSP's insurance coverage in order to assure the sufficiency thereof
for purposes of the work performable under the Contract and to assure that such coverage as a
hole with respect to the work performable are coordinated from the standpoint of adequate
coverage at the least total premium costs.
5.5 The insuring carrier(s) and the form of the insurance policies shall be subject to
approval by CenturyLink. The WSP shallforward to Centurylink, certificates of such insurance
issued by the insuring carrier(s). The insuring carrie(s) may use the ACORD form, which is
the lnsurance lndustries certificate of insurance form. The insurance certificates shall provide
that: (1) CenturyLink is named as an additional insured; (2) thirty (30) calendar days prior
written notice of cancellation of, or material change or exclusions in, the policy to which the
certificates relate shall be given to CenturyLink; (3) certification that underground hazard
overage (commonly referred to as "U" coverage) is part of the coverage; and (4) the words
"pertains to all operations and projects performed on behalf of the certificate holder" are
included in the description portion of the certificate. The WSP shall not commence work
hereunder until the obligations of the WSP with respect to insurance have been fulfilled. The
fulfillment of such obligations shall not relieve the WSP of any liability hereunder or in any way
modify the WSP's obligations to indemnify CenturyLink.
5.6 Whenever any work is performed requiring the excavation of soil or use of heavy
machinery within fifty (50) feet of railroad tracks or upon railroad right-of-way, a Railroad
Protective Liability lnsurance policy will be required. Such policy shall be issued in the name of
the Railroad with standard limits of Two Million Dollars ($2,000,000.00) per occurrence
combined single limit for bodily injury, property damage or physical damage to property with an
v.2-O1-2013
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447 -45CF -968C-C3237C08C4C6
aggregate limit of Six Million Dollars ($6,000,000.00). ln addition, said policy shall name
CenturyLink and the WSP/SubWSP on the declarations page with respect to its interest in
these specific job. Said insurance policy shall be in form and substance satisfactory both to the
CenturyLink and the Railroad and shall be delivered to and approved by both parties prior to
the entry upon or use of the Railroad Property.
5.7 Whenever any work must be performed in the Colorado State Highway right-of-way,
policies and certificates of insurance shall also name the State of Colorado as an additional
insured. Like coverage shall be furnished by or on behalf of any subcontractor. Copies of said
certificates must be available on site during the performance of the work.
6. CONSTRUCTION AND MAINTENANCE OF FACILITIES.
6.1 Centurylink retains the right, in its sole judgment, to determine the availability of
space on Poles/lnnerduct. When modifications to a CenturyLink spare conduit include the
placement of innerduct, CenturyLink retains the right to install the number of innerducts
required to occupy the conduit structure to its full capacity. ln the event CenturyLink
determines that rearrangement of the existing facilities on Poles/lnnerduct is required before
WSP's Facilities can be accommodated, the cost of such modification will be included in the
WSP's nonrecurring charges for the associated Poles/lnnerduct Order.
6.2 WSP shall be solely responsible for obtaining the necessary underlying legal
authority to occupy Poles/lnnerduct on governmental, federal, Native American, and private
rights of way, as applicable, and Centurylink does not warrant or represent that providing WSP
with access to the Poles/lnnerduct in any way constitutes such legal right. The WSP shall
obtain any necessary permits, licenses, bonds, or other legal authority and permission, at the
WSP's sole expense, in order to perform its obligations under this Agreement. The WSP shall
contact all owners of public and private rights-of-way, as necessary, to obtain written
permission required to perform the work prior to entering the property or starting any work
thereon and shall provide CenturyLink with written documentation of such legal authority prior
to placement of its facilities on or in the Poles/lnnerduct. The WSP shall comply with all
conditions of rights-of-way and Orders.
6.3 WSP's Facilities shall be placed and maintained in accordance with the requirements
and specifications of the current applicable standards of Bellcore Manual of Construction
Standards, the National Electrical Code, the National Electrical Safety Code, and the rules and
regulations of the Occupational Safety and Health Act, all of which are incorporated herein by
reference, and any governing authority having jurisdiction of the subject matter of this
Agreement. Where a ditference in specifications exists, the more stringent shall apply. Failure
to maintain Facilities in accordance with the above requirements shall be Cause as referenced
in Section 3 to this Agreement for termination of the Order in question. Termination of more
than two (2) Orders in any twelve-month period pursuant to the foregoing sentence shall be
Cause as referenced in Section 3 for termination of this Agreement. CenturyLink's procedures
governing its standard maintenance practices shall be made available upon request for public
inspection at the appropriate CenturyLink premises. WSP's procedures governing its
standards maintenance practices for Facilities shall be made available to CenturyLink upon
written request. WSP shall within thirty (30) days comply and provide the requested
information to CenturyLink to bring their facilities into compliance with these terms and
conditions.
v.2-01-2013
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WSP- T-2-Exhibit D
DocuSign Envelope li ABE47 434-0447-45CF-968C-C3237C08C4C6
6.4. ln the event of any service outage affecting both CenturyLink and WSP, repairs shall
be effectuated on a priority basis as established by local, state or federal requirements, or
where such requirement do not exists, repairs shall be made in the following order: electrical,
telephone (local), telephone (long distance), and cable television, or as mutually agreed to by
the users of the effected Poles/lnnerduct.
6.5 ln the event of an infrastructure outage, the WSP should contact their Network
Maintenance Center at 1-800-223-7881 or the WSP may contact their Account Manager at the
lnterconnect Service Center.
7. MOD!FICATION TO EXISTING POLES/INNERDUCT.
7.1. lf WSP requests CenturyLink to replace or modify existing Poles/lnnerduct to
increase its strength or capacity for the benefit of the WSP and CenturyLink determines in its
sole discretion to provide the requested capacity, the WSP shall pay CenturyLink the total
replacement cost, CenturyLink's cost to transfer its attachments, as necessary, and the cost for
removal (including destruction fees) of any replaced Poles/lnnerduct, if such is necessary.
Ownership of new Poles/lnnerduct shall vest in CenturyLink. To the extent that a modification
is incurred for the benefit of multiple parties, WSP shall pay a proportionate share of the total
cost as outlined above, based on the ratio of the amount of new space occupied by the
Facilities to the total amount of space occupied by all parties joining the modification.
Modifications that occur in order to bring Poles/lnnerduct into compliance with applicable safety
or other requirements shall be deemed to be for the benefit of the multiple parties and WSP
shall be responsible for its pro rata share of the modification cost. Except as set forth herein,
WSP shall have no obligation to pay any of the cost of replacement or modification of
Poles/lnnerduct requested solely by third parties.
7.2 Written notification of modification initiated by or on behalf of CenturyLink shall be
provided to WSP at least sixty (60) days prior to beginning modifications if such modifications
are not the result of an emergency situation. Such notification shall include a brief description
of the nature and scope of the modification. lf WSP does not rearrange its facilitates within
sixty (60) days after receipt of written notice from CenturyLink requesting such rearrangement,
CenturyLink may perform or cause to have performed such rearrangement and WSP shall pay
for cost thereof. No such notice shall be required in emergency situations or for routine
maintenance of Poles/l nnerduct.
8. INSPECTION OF FACILITIES. Centurylink reserves the right to make final construction,
subsequent and periodic inspections of WSP's facilities occupying the Poles/lnnerduct system.
WSP shall reimburse CenturyLink for the cost of such inspections except as specified in
Section 8 hereof.
8.'1. WSP shall provide written notice to CenturyLink, at least fifteen (15) days in
advance, of the locations where WSP's plant is to be constructed.
8.2. The WSP shall fonvard Exhibit A, entitled "Pulling ln Report" attached hereto and
incorporated herein by this reference, to CenturyLink within five (5) business days of the
date(s) of the occupancy.
8.3. CenturyLink shall provide written notification to WSP within seven (7) days of the
date of completion of a final construction inspection.
WSP- T-2-Exhibit D v.2-01-2013
14
DocuSign Envelope lD: ABE47 434-0447-45CF-96BC-C3237C08C4C0
Where final construction inspection by CenturyLink has been completed, WSP shall
be obligated to correct non-complying conditions within thirty (30) days of receiving written
notice from CenturyLink. In the event the corrections are not completed within the thirty (30)-
day period, occupancy authorization for the Poles/lnnerduct system where non-complying
conditions remain uncorrected shall terminate immediately, regardless of whether WSP has
energized the facilities occupying said Poles/lnnerduct system, unless CenturyLink has
provided WSP a written extension to comply. WSP shall remove its facilities from said
Poles/lnnerduct in accordance with the provisions set forth in Section 10 of this Agreement. No
further occupancy authorization shall be issued to WSP until such non-complying conditions
are corrected or until WSP's facilities are removed from the Pole/Conduit system where such
non-complying conditions exist. lf agreed to in writing, by both parties, Centurylink shall
perform such corrections and WSP shall pay CenturyLink the cost of performing such work.
Subsequent inspections to determine if appropriate corrective action has been taken my be
made by Centurylink.
Once the WSPs facilities occupy CenturyLink Poles/lnnerduct system and Exhibit A
has been received by CenturyLink, CenturyLink may perform periodic inspections. The cost of
such inspections shall be borne by CenturyLink, unless the inspection reveals any violations,
hazards, or conditions indicating that WSP has failed to comply with the provisions set forth in
this Agreement, in which case the WSP shall reimburse Centurylink for full costs of inspection,
and re-inspection to determine compliance as required. A WSP representative may
accompany CenturyLink on field inspections scheduled specifically for the purpose of
inspecting WSP's Facilities; however, WSP's costs associated with its participation in such
inspections shall be borne by WSP. CenturyLink shall have no obligation to notify WSP, and
WSP shall have no right to attend, any routine field inspections.
8.6. The costs of inspections made during construction and/or the final construction
survey and subsequent inspection shall be billed to the WSP within thirty (30) days upon
completion of the inspection.
8.7. Final construction, subsequent and periodic inspections or the failure to make such
inspections, shall not impose any liability of any kind upon CenturyLink, and shall not relieve
WSP of any responsibilities, obligations, or liability arising under this Agreement.
9. UNAUTHORIZED FACILITIES
9.1 lf any facilities are found attached to Poles/lnnerduct for which no Order is in effect,
Centurylink, without prejudice to any other rights or remedies under this Agreement, shall
assess an unauthorized attachment administrative fee of Two Hundred Dollars ($200.00) per
attachment per Pole or innerduct run between manholes, and require the WSP to submit in
writing, within ten (10) day after receipt of written notification from Centurylink of the
unauthorized occupancy, a Poles/lnnerduct application. CenturyLink shall waive the
unauthorized attachment fee if the following conditions are both met: (1) WSP cures such
unauthorized attachment (by removing it or submitting a valid Order for attachment in the form
of Attachment 2 of Exhibit D, within thirty (30) days of written notification from CenturyLink of
the unauthorized attachment; and (2)the unauthorized attachment did not require CenturyLink
to take curative measures itself (e.9., pulling additional innerduct) prior to the cure by WSP.
CenturyLink shall also waive the unauthorized attachment fee if the unauthorized attachment
arose due to error by CenturyLink rather than by WSP. lf such application is not received by
Centurylink within the specified time period, the WSP will be required to remove its
unauthorized facility within ten (10) days of the final date for submitting the required application,
v.2-01-2013
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47434-0447-45CF-968C-C3237C08C4C6
CenturyLink may remove the WSP's facilities without liability, and the cost of such removal
shall be borne by the WSP.
9.2 For the purpose of determining the applicable charge, the unauthorized
Poles/lnnerduct occupancy shall be treated as having existed for a period of five (5)years prior
to its discovery, and the charges, as specified in Section 4, shall be due and payable forthwith
whether or not WSP is ordered to continue the occupancy of the Poles/lnnerduct system.
9.3. No act or failure to act by CenturyLink with regard to an unauthorized occupancy
shall be deemed to constitute the authorization of the occupancy; any authorization that may
be granted subsequently shall not operate retroactively or constitute a waiver by CenturyLink of
any of its rights of privileges under this Agreement or otherwise.
REMOVAL OF FACILITIES. Should CenturyLink, under the provisions of this Agreement,
remove WSP's Facilities from the Poles/lnnerduct covered by any Order (or otherwise),
CenturyLink will deliver the Facilities removed upon payment by WSP of the cost of removal,
storage and delivery, and all other amounts due CenturyLink. lf payment is not received by
CenturyLink within thirty (30) days, WSP will be deemed to have abandoned such facilities, and
CenturyLink may dispose of said facilities as it determines to be appropriate. lf Centurylink
must dispose of said facilities, such action will not relieve WSP of any other financial
responsibility associated with such removal as provided herein. lf WSP removes its Facilities
from Polesilnnerduct for reasons other than repair or maintenance purposes, the WSP shall
have no right to replace such facilities on the Poles/lnnerduct until such time as all outstanding
charges due to CenturyLink for previous occupancy have been paid in full. WSP shall submit
Exhibit B, entitled "Notification of Surrender of Modification of Conduit Occupancy License by
WSP," or Exhibit C, entitled "Notification of Surrender of Modification of Pole Attachment by
WSP," each as attached hereto, advising CenturyLink as to the date on which the removal of
Facilities from each Poles/lnnerduct has been completed.
INDEMNIFICATION AND LIMITATION OF LlABlLlTlES. WSP shall indemnify and hold
harmless CenturyLink, its owners, parents, subsidiaries, affiliates, agents, directors, and
employees against any and all liabilities, claims, judgments, losses, orders, awards, damages,
costs, fines, penalties, costs of defense, and attorneys' fees ("Liabilities") to the extent they
arise from or in connection with: (1) infringement, or alleged infringement, of any patent rights
or claims caused, or alleged to have been caused, by the use of any apparatus, appliances,
equipment, or parts thereof, furnished, installed or utilized by the WSP; (2) actual or alleged
fault or negligence of the WSP, its officers, employees, agents, subcontractors and/or
representatives; (3) furnishing, performance, or use of any material supplied by WSP under this
Contract or any product liability claims relating to any material supplied by WSP under this
Contract; (4) failure of WSP, its officers, employees, agents, subcontractors and/or
representatives to comply with any term of this Contract or any applicable local, state, or
federal law or regulation, including but not limited to the OSH Act and environmental protection
laws; (5) assertions under workers' compensation or similar employee benefit acts by WSP or
its employees, agents, subcontractors, or subcontractors' employees or agents; (6) the acts or
omissions (other than the gross negligence or willful misconduct) of CenturyLink, its officers,
employees, agents, and representatives, except as otherwise provided in paragraphs 1 1.3 and
11.4 below; and/or, (7) any economic damages that may rise, including damages for delay or
other related economic damages that the CenturyLink or third parties may suffer or allegedly
suffer as a result of the performance or failure to perform work by the WSP. lf both
CenturyLink and the WSP are sued as a result of or in connection with the performance of work
arising out of this Contract, the parties hereby agree that the defense of the case (including the
v.2-01-2013
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10.
11.
WSP- T-2-Exhibit D
DocuSign Envelope lD ABE47 434-0447-45CF-968C-C3237C08C4C6
costs of the defense and attorneys' fees) shall be the responsibility of the WSP, if CenturyLink
desires. CenturyLink shall give the WSP reasonable written notice of all such claims and any
suits alleging such claims and shall furnish upon the WSP's request and at the WSP's expense
all information and assistance available to the CenturyLink for such defense. The parties shall
employ Article 13, Dispute Resolution, to resolve any dispute concerning the proportional fault
and liability after the underlying case is terminated.
11,1 IF WORK IS PERFORMED IN THE STATE OF WASHINGTON UNDER THIS
GENERAL CONTRACT, THE WSP ACKNOWLEDGES AND AGREES THAT THIS
INDEMNIFICATION OBLIGATION SHALL INCLUDE, BUT IS NOT LIMITED TO, ALL CLAIMS
AGAINST CENTURYLINK BY AN EMPLOYEE OR FORMER EMPLOYEE OF THE WSP, AND
THE WSP EXPRESSLY WAIVES ALL IMMUNITY AND LIMITATION ON LIABILITY UNDER
ANY INDUSTRIAL INSURANCE ACT, OTHER WORKERS' COMPENSATION ACT,
DISABILITY BENEFIT ACT, OR OTHER EMPLOYEE BENEFIT ACT OF ANY JURISDICTION
WHICH WOULD OTHERWISE BE APPLICABLE IN THE CASE OF SUCH A CLAIM.
11.2 Except as expressly provided herein, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF BUSINESS
OR LOSS OF PROFIT; provided, however, there shall be no limitation on a party's liability to
the other for any fines or penalties imposed on the other party by any court of competent
jurisdiction or federal, state or local administrative agency resulting from the failure of the party
to comply with any term or condition of this Contract or any valid and applicable law, rule or
regulation.
11.3 FOR ANY WORK PERFORMED IN ARIZONA, IDAHO, SOUTH DAKOTA, UTAH
oR WASH|NGTON, SECTTON 11(6) SHALL NOT EXTEND TO THE SOLE NEGLTGENCE OF
CENTURYLINK BUT SHALL EXTEND TO THE NEGLIGENCE OF CENTURYLINK WHEN
CONCURRENT WITH THAT OF THE WSP.
11.4 FOR ANY WORK PERFORMED IN THE STATES OF MINNESOTA, NEBRASKA,
NEW MEXICO, OR OREGON, ARTICLE 11 SHALL NOT APPLY, EXCEPT THAT
SECTION 11 SHALL APPLY FOR WORK PERFORMED IN MINNESOTA FOR
MAINTENANCE OR REPAIR OF MACHINERY, EQUIPMENT, OR OTHER SUCH DEVICES,
USED AS PART OF A MANUFACTURING, COVERING, OR OTHER PRODUCTION
PROCESS INDULGING ELECTRIC, GAS, STEAM, AND TELEPHONE UTILITY EQUIPMENT
USED FOR PRODUCTION, TRANSMISSION, OR DISTRIBUTION PURPOSES.
12. FORCE MAJEURE
12.1 The WSP shall be excused from its performance as to any Order if prevented by acts
or events beyond the WSP's reasonable control including extreme weather conditions, strikes,
fires, embargoes, actions of civil or military law enforcement authorities, acts of God, or acts of
legislative, judicial, executive, or administrative authorities.
12.2 lf such contingency occurs, CenturyLink may elect:
12.2.1 To terminate this Agreement as to the Order in question; or
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WSP- T-2-Exhibit D
DocuSign Envelope lD: A8E47434-0447-45CF-96BC-C3237C08C4C6
12.2.2 To terminate already-assigned specific work assignment(s) the WSP is unable to
perform, or any part thereof, and to assign new specific work assignments to other parties for
the duration of the cause of the delay; or
12.2.3 To suspend already-assigned specific work assignment(s) the WSP is unable to
perform, or any part thereof, for the duration of the cause of the delay; and to assign new
specific work assignments to other parties for the duration of the cause of the delay.
12.3 CenturyLink shall be deemed to have elected Section 12.2.3 above unless written
notice of termination is given by CenturyLink after the contingency occurs. With respect to
CenturyLink's election of Section 12.2.3 above:
12.3.1 CenturyLink shall give the WSP written notice of the work to be performed by such
other party prior to its performance and shall deduct from the WSP's price the cost of the work
or services actually performed by such other parties.
12.3.2 The WSP shall resume performance, and complete any work not performed or to be
performed by another party, once the delaying cause ceases.
12.3.3 lf appropriate, at the CenturyLink's discretion, the time for completion of specific
work assignment(s) shall be extended up to the length of time the contingency endured.
12.4 CenturyLink shall be excused from its performance if prevented by acts or events
beyond the CenturyLink's reasonable control including extreme weather conditions, strikes,
fires, embargoes, actions of civil or military law enforcement authorities, acts of God, or acts of
legislative, judicial, executive, or administrative authorities.
13. DISPUTERESOLUTION.
13.1. Other than those claims over which a regulatory agency has exclusive jurisdiction, all
claims, regardless of legal theory, whenever brought and whether between the parties or
between one of the parties to this Agreement and the employees, agents or affiliated
businesses of the other party, shall be resolved by arbitration. A single arbitrator engaged in
the practice of law and knowledgeable about telecommunications law shall conduct the
arbitration in accordance with the then current rules of the American Arbitration Association
("AJAA") unless otherwise provided herein. The arbitrator shall be selected in accordance with
AAA procedures from a list of qualified people maintained by AAA. The arbitration shall be
conducted in the regional AAA office closest to where the claim arose.
13.2. All expedited procedures prescribed by the AAA shall apply. The arbitrator's
decision shall be final and binding and judgment may be entered in any court having
jurisdiction thereof.
13.3. Other than the determination of those claims over which a regulatory agency has
exclusive jurisdiction, federal law (including the provisions of the Federal Arbitration Act, 9
U.S.C. Sections 1-16) shall govern and control with respect to any issue relating to the validity
of this Agreement to arbitrate and the arbitrability of the claims.
13.4. lf any party files a judicial or administrative action asserting claims subject to
arbitration, and another party successfully stays such action and/or compels arbitration of such
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447 -45CF -968C-C3237C08C4C6
claims, the party filing the action shall pay the other party's costs and expenses incurred in
seeking such stay or compelling arbitration, including reasonable attorney's fees.
LAWFULNESS. This Agreement and the parties' actions under this Agreement shall comply
with all applicable federal, state, and local laws, rules, regulations, court orders, and
governmental agency orders. Any change in rates, charges or regulations mandated by the
legally constituted authorities will act as a modification of any contract to that extent without
further notice. This Agreement shall be governed by the laws of the state where
Poles/lnnerduct is provided. Nothing contained herein shall substitute for or be deemed a
waiver of the parties' respective rights and obligations under applicable federal, state and local
laws, regulations and guidelines, including (without limitation) Section 224 of the
Communications Act of 1934, as amended (47 U.5.C.224). The WSP represents that it is a
certified Competitive Local Exchange Carrier or otherwise has the legal right, pursuantto 47
U.S.C. 224 to attach to CenturyLink's pole pursuant to the terms thereof. The WSP
acknowledges that CenturyLink will rely on the foregoing representation, and that if such
representation is not accurate, this Agreement shall be deemed void ab initio, except for Articlet hereof, for which WSP shall remain fully liable.
SEVERABILITY. ln the event that a court, governmental agency, or regulatory agency with
proper jurisdiction determines that this Agreement or a provision of this Agreement is unlawful,
this Agreement, or that provision of the Agreement to the e*ent it is unlawful, shall terminate.
lf a provision of this Agreement is terminated but the parties can legally, commercially and
practicably continue without the terminated provision, the remainder of this Agreement shall
continue in effect.
GENERAL PROVISIONS.
16.1 Failure or delay by either party to exercise any right, power, or privilege hereunder,
shall not operate as a waiver hereto.
16.2 This Agreement shall not be assignable by WSP without the express written consent
of CenturyLink, which shall not be unreasonably withheld. Assignment of this Agreement by
WSP to WSP's subsidiary or affiliate shall be presumed to be reasonable; provided, however,
that WSP must obtain CenturyLink's consent in any event.
16.3 This Agreement benefits WSP and Centurylink. There are no third party
beneficiaries.
16.4 This Agreement constitutes the entire understanding between WSP and CenturyLink
with respect to Service provided herein and supersedes any prior agreements or
understandings.
v.2-01-2013
.19
14.
15.
16.
WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447 45CF -968C-C3237C08C4C6
The parties hereby execute and authorize this Agreement as of the latest date shown below:
Qwest Corporation dba CenturyLink QG
Name Typed or Printed
Signature
Pat Finlev
Narle Typed or Pr''nted
PRODUCT MANAGER
Title
v.2-01-2013
20
Corporation dba CenturyLink QC
180'1 California, Rm. 2160
WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447 45CF -968C-C3237C08C4C6
From
Manhole at
lnstalled
PULLING IN REPORT
This report is to be completed by the WSP when fiber cable
Send to:
Sandie Thomas, Qwest Corp dba CenturvLink QC
700 W Mineral. Rm lAF12
Littleton.CO 80120 (303-707-7904)
This is to advise you that pursuant to General Agreement No.
us under the terms of the lnnerduct Agreement dated
completed installation of the following cable into the following ducts.
Municipality
Location
EXHIBIT A
is placed into innerduct.
20
granted to
we have
Cable and
Eouipment
20
To
Manhole at
Name of WSP
By:
Title:
Receiptoftheabovereportisherebyacknowledged-,20-.
Qwest Corporation dba CenturyLink QC
By:
Title:
1. Reports shall be submitted in duplicate.
A complete description of allfacilities shall be given, including a print showing the locations,
quantities, sizes and types of all cables and equipment.
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-M47-45CF-96BC-C3237C08C4C6
3. Sketch to be furnished showing duct used. Must be same duct assigned to Licensee by
Licensor as shown on Exhibit _, unless a change has been previously authorized in writing
by Licensor.
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447 -45CF -968C-C3237C08C4C6
EXHIBIT B
WSP:
NOTIFICATION OF SURRENDER OR MODIFICATION
OF CONDUIT OCCUPANCY ORDER BY WSP
Return to:
Sandie Thomas. Qwest Corp dba CenturvLink QC
700 W Mineral, Rm lAF12
Littleton, CO 80120
ln accordance with the terms and conditions of this Agreement between us, dated _,
2J_., notice is hereby given that the licenses covering occupancy of the following conduit are
surrendered (and/or modified as indicated in Licensee's prior notification to Licensor, dated.
2O_) effective
Name of Licensor Name of Co- Provider
By
Date Notification Received
Title
Date Modification Accepted
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CONDUIT LOCATION LIC. NO. & DATE SURRENDER OR MODIFICATIO].DATE
FAC. RMVD. OR
MODIFIED
By
WSP- T-2-Exhibit D
Total duct footage
DocuSign Envelope lD: ABE47 434-044745CF-96BC-C3237C08C4C6
EXHIBIT C
NOTIFICATION OF SURRENDER OR MODIFICATION
OF POLE ATTACHMENT ORDER BYWSP
WSP:
Return to:
Sandie Thomas. Qwest Corp dba Centurvlink QC
700 W Mineral, Rm lAF12
Littleton, CO 80120
ln accordance with the terms and conditions of the Agreement between CenturyLink and
WSP, dated_,20_, notice is hereby given that the licenses covering attachments to the
following poles and/or anchors, and/or utilization of anchoriguy strand is surrendered (or
modified as indicated in WSP's prior notification to CenturyLink, dated
20--) effective
POLE NO.\SSOC. POLE N(LIC. NO. & DATI URRENDER OR MODIFICATI(\TE FAC. RM'
OR MODIFIEI
GS-
GS-
GS-
GS-
GS-
LrD -
GS-
GS-
GS-
Date
Date
By:-
Notification Received
Modification Received
Name of WSP
Discontinued:
Poles
By:
Anchors Anchor/Guy Strands Its:
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447 -45CF-968C-C3237C08C4C6
ATTACHMENT 4
FORM OF ACCESS AGREEMENT
After recording, please return to:
Sandie Thomas
700 W Mineral, Rm lAF12
Littleton, CO 80120
ACCESS AGREEMENT
THIS ACGESS AGREEMENT (this "Aoreement") is made as of the _ day of _, 20-,
by and between QWEST CORPORATION dba CENTURYLINK QC, a Colorado corporation,
successor in interest to U S WEST COMMUNICATIONS, !NC., a Colorado corporation("Grantof'), whose address is and
whose
address is ("Grantee").
REC!TALS
This Agreement relates to certain real property (the "fupggly") located in the County
(the "County"), State of (the "State").of
B. A copy of an agreement purporting to grant
Property, as described therein (the "@d-[iffi"),
Way Aqreement").
to Grantor certain rights to use the
is attached as Exhibit A (the "Rioht of
C. Pursuant to 42 U.S.C. SS 224 and251(bX5), Grantor, as a Local Exchange Carrier,
is required to provide access to rights-of-way to a requesting telecommunications carrier, as
defined in 42 U.S.C. S 224. Grantee is a telecommunications carrier that has requested
access to Grantor's Easement Rights. To comply with the aforementioned legal requirement,
Grantor has agreed to share with Grantee its Easement Rights, if any, relating to the Property,
to the extent Grantor may legally convey such an interest.
D. Subject to the terms and conditions set forth in this Agreement, Grantor has agreed
to convey to Grantee, without any representation or warranty, the right to use the Easement
Rights, and Grantee has agreed to accept such conveyance.
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Grant of Rioht of Access. Grantor hereby conveys to Grantee and its Authorized
Users (as defined below) a non-exclusive, perpetual right to access and use the Easement
Rights, which right shall be expressly (a) subject to, subordinate to, and limited by the Right of
Way Agreement, and (b) subject to the terms and conditions hereof. As used in this
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447-45CF-968C-C3237C08C4C6
Agreement, "AU!&I!4d_!|grc" of Owner, Grantor and Grantee shall mean Owner, Grantor or
Grantee, as applicable, their respective Affiliates and agents, licensees, employees, and
invitees, including, without limitation, contractors, subcontractors, consultants, suppliers, public
emergency vehicles, shipping or delivery vehicles, or construction vehicles. "Alf[IA!S" means,
with respect to any Person, any Person that controls, is controlled by or is under common
control with such Person, together with its and their respective members, partners, venturers,
directors, officers, stockholders, agents, employees and spouses. A Person shall be presumed
to have control when it possesses the power, directly or indirectly, to direct, or cause the
direction of, the management or policies of another Person, whether through ownership of
voting securities, by contract, or othenrvise. "Person" means an individual, partnership, limited
liability company, association, corporation or other entity.
2. Grantor's Reserved Riqhts. Grantor reserves to itself and its Authorized Users
the right to use the Easement Rights for any purpose not incompatible with the rights conveyed
to Grantee by this Agreement.
3. Conditions Precedent to Effectiveness of Aoreement. This Agreement is
expressly conditioned on the following:
a. Recordation of Aoreement. lf the Right-of-Way Agreement has been
publicly recorded, Grantee shall be responsible for assuring that the Agreement is in
appropriate form for recording in the real property records of the County, shall pay for the
recording thereof, and shall provide a copy of the recorded Agreement to Grantor at the
address set forth above. A legible copy of the Right of Way Agreement must be attached to the
Agreement when recorded or the Agreement shall not be effective.
b. Pavment of Costs and Expenses. Grantee shall pay to or reimburse
Grantor for all costs and expenses, including reasonable attorneys' fees, relating to Grantor's
execution and delivery of this Agreement.
4. Grantee's Representations and Warranties. Grantee represents and warrants to
Grantor that:
a. Authoritv. Grantee is a _, duly formed and validly existing
under the laws of the State of All necessary action has been taken by Grantee
to execute and deliver this Agreement and to perform the obligations set forth hereunder.
Grantee is a "telecommunications carrier" as that term is defined in 42 U.S.C . S 224.
b. Due Diliqence. Grantee acknowledges and agrees that neither Grantor
nor any agent, employee, attorney, or representative of Grantor has made any statements,
agreements, promises, assurances, representations, or warranties, whether in this Agreement
or otherwise and whether express or implied, regarding the Right of Way Agreement or the
Easement Rights or the assignability or further granting thereof, or title to or the environmental
or other condition of the Property. Grantee further acknowledges and agrees that Grantee has
examined and investigated to its full satisfaction the physical nature and condition of the
Property and the Easement Rights and that it is acquiring the Easement Rights in an "AS lS,
WHERE lS" condition. Grantee expressly waives all claims for damages by reason of any
statement, representation, warranty, assurance, promise or agreement made, if any.
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447-45CF-968C-C3237C08C4C6
5. Grantee's Covenants.
a. Compliance with Rioht of Wav Aqreement. Grantee agrees that the rights
granted by Grantor hereunder are expressly subject to, subordinate to, and limited by the Right
of Way Agreement, and Grantee further agrees to comply in all respects with the terms and
conditions of the Right of Way Agreement as they apply to the holder or user of the Easement
Rights. ln the event Grantee fails to observe or perform any of its obligations under the Right
of Way Agreement, Grantor shall have the right, but not the obligation, to perform or observe
such obligation to the extent that such obligation can be observed or performed by Grantor.
b. Compliance with Laws. Grantee agrees to use the Property and the
Easement Rights in compliance with all applicable laws.
c. No Further Grant. Grantee shall not grant to any Person other than
Grantee's Authorized Users the right to use the Easement Rights without the prior written
consent of Grantor, which consent may be granted or withheld in Grantor's sole discretion.
d. Non-Interference. Grantee agrees that it will not interfere with Grantor's or
Grantor's Authorized (Jsers' use of the Easement Rights and will not take any action or fail to take any
action that would negatively affect the Easement Rights or cause or contribute to the termination of the
Right of Way Agreement.
6. lndemnification. Grantee hereby agrees to indemnify, defend and hold Owner,
Grantor and their respective Affiliates harmless from and against any and all claims,
judgments, damages, liabilities, penalties, fines, suits, causes of action, costs of settlement,
and expenses (including, without limitation, reasonable attorneys'fees) which may be imposed
upon or incurred by Grantor or its Authorized Users, or any of them, arising from, relating to or
caused by Grantee's breach of this Agreement or the use, or the use by any of Grantee's
Authorized Users, of the Easement Rights. ln addition to the indemnity obligations described
above, in the event that any act or omission of Grantee or Grantee's Authorized Users causes,
directly or indirectly, and without reference to any act or omission of Owner, Grantor or their
respective Authorized users, the termination or revocation of the Easement Rights, Grantee
shall be liable to Grantor for all costs incurred in connection with (a) acquiring replacement
Easement Rights over the Property or over other suitable Property, as determined in Grantor'ssolejudgment(the,.@',),(b)thefully-loadedcostofconstructing
replacement facilities over the Replacement Easement, (c) the cost of removing its facilities
and personal property from the Property, if required by the Right of Way Agreement, and (d)
any other costs of complying with the Right of Way Agreement, including, without limitation,
reasonable attorneys'fees. Grantee shall pay all such amounts within ten (10) days of receipt
of any invoice for such costs delivered to Grantee by Owner, Grantor or their respective
Authorized Users.
7. Condemnation. lf any action is taken whereby the Right of Way Agreement or
any part of the Easement Rights are terminated, relocated or otherwise affected, by any taking
or partial taking by a governmental authority or othenvise, then such any compensation due or
to be paid to the holder of the Easement Rights due to such occurrence shall belong solely to
Grantor.
8. Severable Provisions. lf any term of this Agreement shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and
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WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447-45CF-96BC-C3237C08C4C6
each term of this Agreement shall be valid and enforceable to the fullest extent permitted by
law.
9. Default: Remedies. (a) lf Grantee files a petition in bankruptcy, or a petition is
bankruptcy is filed against Grantee, which is not dismissed on or before fifteen (15) days after
such filing, or (b) in the event of Grantee's breach or threatened breach of any term, covenant
or condition of this Agreement, then Grantor shall have, in addition to all other legal and
equitable remedies, the right to (x) terminate this Agreement, (y) enforce the provisions hereof
by the equitable remedy of specific performance, or (z) enjoin such breach or threatened
breach by injunctive action, all without the necessity of proof of actual damages or inadequacy
of any legal remedy. Grantee agrees to pay all costs of enforcement of the obligations of
Grantee hereunder, including reasonable attorneys' fees and all costs of suit, in case it
becomes necessary for Grantor to enforce the obligations of Grantee hereunder, whether suit
be brought or not, and whether through courts of original jurisdiction, as well as in courts of
appellate jurisdiction, or through a bankruptcy court or other legal proceedings.
10. Bindinq Effect. This Agreement shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns. This Agreement may be assigned
at any time in whole or in part by Grantor.
11. No Dedication. Nothing contained in this Agreement shall constitute a
dedication of any portion of the Easement Rights to the general public or for any
purpose whatsoever. There are no intended third-party beneficiaries to this Agreement.
12. Grantor's Waiver of Confidentialitv. lf the Right of Way Agreement is not publicly
recorded, Grantor hereby grants a limited waiver of any right to keep the terms and conditions
of the Right of Way Agreement confidential, except for any dollar amounts in the Right of Way
Agreement, which rights Grantor expressly reserves, and subject to Grantee's and Owner's
compliance with the terms and conditions in this paragraph. ln all instances, Grantee will use
the Right of Way Agreement only for the following purposes: (a) to determine whether Grantor
has ownership or control over duct, conduits, or rights-of-way within the property described in
the Right of Way Agreement; (b) to determine the ownership of wire within the property
described in the Right of Way agreement; or (c) to determine the demarcation point between
Grantor facilities and the Owner's facilities in the property described in the agreement. Grantee
further agrees that Grantee shall not disclose the contents, terms, or conditions of any
agreement provided pursuant to Section 10.8 to any Grantee agents or employees engaged in
sales, marketing, or product management efforts on behalf of Grantee. Grantor's waiver of
rights, subject to the limitations set forth above, is intended to be effective whether or not such
right to confidentiality is expressly set forth in the Right of Way Agreement or elsewhere or may
have been agreed to orally, and so long as Grantee and Owner comply with the conditions set
forth above, Grantor further covenants not to assert any claim or commence any action,
lawsuit, or other legal proceeding against Owner or Grantee, based upon or arising out of
Grantor's alleged right to confidentiality relating to the Right of Way Agreement, except in the
event of disclosure of dollar amounts in the Right of Way Agreement. Grantor's waiver is
expressly conditioned on Owner's waiver of Owner's confidentiality rights, as set forth in the
Consent to Disclosure form, which is a part hereof, or Grantee's provision to Grantor of a
legally binding and satisfactory agreement to indemnify Grantee in the event of any legal action
arising out of Owner's provision of a non-recorded agreement to Grantee . ln the event that ,
the person executing the Consent to Disclosure form does not have the legal right to bind the
Owner, Grantor reserves the right to maintain an action for damages, including, without
limitation, consequential damages, arising from such improper execution against any Person
v.2-01-2013
28
gift or
public
WSP- T-2-Exhibit D
DocuSign Envelope lD ABE47 434-0447.45CF-96BC-C3237C08C4C6
improperly executing the Consent to Disclosure form. ln any event, Grantor reserves its right to
(a) to enforce the confidentiality provisions of the Right of Way Agreement as to any dollar
amounts set forth in such Right of Way Agreements, and/or (b) to maintain an action for
damages, including, without limitation, consequential damages, arising from the disclosure of
the dollar amounts in any Right of Way Agreement, against any party, including, without
limitation, against Grantee or against any Person improperly executing the Consent to
Disclosure form.
13. Notices. All notices to be given pursuant to this Agreement shall be deemed
delivered (a) when personally delivered, or (b) three (3) business days after being mailed
postage prepaid, by United States certified mail, return receipt requested, or (c) one business
day after being timely delivered to an overnight express courier service such as Federal
Express which provides for the equivalent of a return receipt to the sender, to the above
described addresses of the parties hereto, or to such other address as a party may request in a
writing complying with the provisions of this Section.
14. Modification: Counterparts. This Agreement may not be amended, modified or
changed, nor shall any waiver of any provision hereof be effective, except by an instrument in
writing and signed by the party against whom enforcement of any amendment, modification,
change or waiver is sought. This Agreement may be executed in any number of counterparts,
all of which shall constitute but one and the same document.
15. Controllino Law. This Agreement shall be governed by and construed in
accordance with the laws of the State.
16. Waiver of Jurv Tria!. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO
THE FULLEST EXTENT OF APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.
lSisnature paqes followl
v.2-01-2013
29
WSP- T-2-Exhibit D
DocuSign Envelope lD: A8E47434-0447-45CF-968C-C3237C08C4CG
EXECUTED as of the date first written above.
GRANTOR:
QWEST CORPORATION dba CENTURYLINK QC, a Colorado corporation,
successor in interest to
U S WEST COMMUNICATIONS, INC.,
a Colorado corporation
By:
Name:
Title:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of20-, by
of QWEST CORPORATION dba
CENTURYLINK QC, a Colorado corporation.
Witness my hand and official seal.
(sEAL)
Notary Public
My Commission Expires:
v.2-01-2013
30
WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-0447 45CF -968C-C3237C08C4C6
EXECUTED as of the date first written above.
GRANTEE:
Witnessed by:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of
20--, by
By:-
Name:
Title:
)
) ss:
)
Witness my hand and official seal.
(sEAL)
Notary Public
My Commission Expires:
WSP- T-2-Exhibit D v.2-01-2013
DocuSign Envelope lD: ABE47 434-0447-45CF-968C-C3237C08C4C6
GONSENT TO DISCLOSURE
THE UNDERSIGNED,
whose address is
("Owne/'),
hereby consents
to the terms of the following paragraphs regarding the agreement described or entitled as
between Qwest Corporation dba CenturyLink QC,
formerly U S WEST Communications, lnc. ("CenturyLink") and Owner for the property locatedat(.'Property'')thatprovidesGenturyLinkwithaccessto
Owner's Property (the "Aq reement").
FOR TEN DOLLARS ($10) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Owner agrees as follows:
1. Title to Propertv. Owner represents and warrants either (a) that Owner is the owner of fee
title to the Property described in the Agreement or, if no description of the Property is given in
the Agreement, then (b) that Owner is the grantor, or the successor to or assignee of the
grantor, of the easement rights, if any, under the Agreement. Owner further represents and
warrants that Owner has the legal right to execute this Consent to Disclosure, including,
without limitation, the right to waive the confidentiality of the Agreement as set forth in
paragraph 3 of this Consent to Disclosure.
2. Owner's Acknowledqments. Owner expressly acknowledges that (a) this is a legal
document that may affect Owner's rights and Owner was given the opportunity to have the
Agreement and this Consent to Disclosure reviewed by Owner's attorney; and (b) Owner, by
signing this Consent to Disclosure, waives any rights it may have to keep the terms and
provisions of the Agreement confidential.
3. Owner's Waiver of Confidentialitv. Owner hereby waives any right it may have to keep the
terms and conditions of the Agreement confidential, whether or not such right to confidentiality
is expressly set forth in the Agreement or elsewhere or may have been agreed to orally,
subject to the compliance of the competitive local exchange carrier ("WSP") with the
requirements of paragraph 5. Owner further covenants not to assert any claim or commence
any action, lawsuit, or other legal proceeding against CenturyLink or WSP presenting this
Consent to Disclosure, based upon or arising out of Owner's alleged right to confidentiality
relating to the Agreement. Owner's consent to disclosure applies only to the Agreement that is
described in this Consent to Disclosure form and only to the undersigned WSP.
4. Centurvlink's Waiver of Confidentialitv. CenturyLink represents and warrants that it is
granting a limited waiver of its confidentiality rights that permits WSP to review the Agreement
subject to WSP's compliance with the requirements of paragraph 5 and CenturyLink's right to
redact all dollar amounts set forth in the Agreement. CenturyLink's consent to disclosure
applies only to the Agreement that is described in this Consent to Disclosure form and only to
the undersigned WSP.
5. WSP's Obliqations. WSP shall use the Agreement exclusively for the following purposes
and for no other purpose whatsoever:
v.2-01-2013
32
WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47434-0447 -45CF-968C-C3237C08C4C6
(a)to determine whether CenturyLink has ownership or control over duct, conduits, or rights-of-
way within the Property described in the Agreement; or
(b)to determine the ownership of wire within the Property described in the Agreement; or
(c)to determine the demarcation point between CenturyLink facilities and the Owner's facilities
in the Property described in the Agreement.
WSP further agrees that WSP shall not disclose the contents, terms, or conditions of the
Agreement to any WSP agents or employees engaged in sales, marketing, or product
management efforts on behalf of WSP.
6. Acknowledqement of Limitation on Waivers. Owner understands that CenturyLink does
not agree to waive the confidentiality of the dollar amounts set forth in any Agreement,
and acknowledges that Owner has no right to provide copies of such Agreements to any
party unless Owner has completely deleted the dollar amounts. Owner shall not provide
a copy of the Agreement unless Owner has completely deleted al! dollar amounts.
Whether provided by Owner or CenturyLink, WSP shall comply with the conditions set
forth in paragraph 5.
7. Notices. All notices to be given pursuant to this Agreement shall be deemed delivered (a)
when personally delivered, or (b) three (3) business days after being mailed postage prepaid,
by United States certified mail, return receipt requested, or (c) one business day after being
timely delivered to an overnight express courier service such as Federal Express which
provides for the equivalent of a return receipt to the sender, to the above described addresses
of the parties hereto, or to such other address as a party may request in a writing complying
with the provisions of this Section.
EXECUTED as of the date first written above.
OWNER:
WSP:
v.2-01-2013
33
WSP- T-2-Exhibit D
DocuSign Envelope lD: ABE47 434-044745CF-968C-C3237C08C4C0
EXHIBIT 1
Right of Way Agreement
(This represents the ROW agreement between the
WSP- T-2-Exhibit D v.2-O1-2013
DocuSign Envelope lD; ABE47 434-0447-45CF-96BC-C3237C08C4C6
EXHIBIT E
lntentionally Left Blank
WSPT2 - Exhibit E 9-24-08 Page 1
DocuSign Envelope lD: ABE47434-0447-45CF-968C-C3237C08C4C6
EXHIBIT F
INTENTIONALLY LEFT BLANK
Type 2-Exhibit F September 15,2009 Page 1
DocuSign Envelope lD: ABE47434-0447.45CF-968C-C3237C08C4C6
EXHIBIT G
lntentionally Left BIank
WSPT2 - Exhibit G 9-24-08 Page 1
DocuSign Envelope lD: ABE47 434-U47 45CF -968C-C3237C08C4C6
EXHIBIT H
lntentionally Left BIank
WSPT2 - Exhibit H 9-24-08 Page 1
DocuSlgn Envelope lD: A8E47434-0447-45CF-968C-C3237C08C4C6
Exhibit l- lndividual Case Basis
1. This Agreement contains references to both ICB rates and ICB intervals. The
purpose of this exhibit is to identify how WSP's ICB requests - whether they be for rates
or intervals - are processed through and by Centurylink.
2.ICB Rate lntervals
2.2
For those products and services identified in the AGREEMENT that
contain a provision for ICB rates, CenturyLink will provide WSP with a
written quote of the ICB rate within twenty (20) business days unless a
specific intervalfor providing the quote is either contained in the
AGREEMENT or this Exhibit.
The purpose of this subsection is to identify those circumstances when
the generic twenty (20) business day interval in the aforementioned
subsection to this Exhibit does not apply. ln these specified
circumstances, CenturyLink shall provide WSP with an ICB quote within
the stated specific intervals:
2.2.1 Quotes for all Bona Fide Requests (BFR) shall be provided in
accord with Section 16.
2.2.2 Quotes for all Special Request Processes (SRP) shall be provided
in accord with Section 17 and Exhibit F.
2.3 Upon request, CenturyLink shall provide WSP with CenturyLink's
supporting cost data and/or cost studies for the Unbundled Network
Element or service that WSP wishes to order within seven (7) business
days, except where CenturyLink cannot obtain a release from its vendors
within seven (7) business days, in which case CenturyLink will make the
data available as soon as CenturyLink receives the vendor release.
Consistent with the terms and conditions of any applicable vendor
contract or agreement, CenturyLink shall diligently pursue obtaining the
release of cost information as soon as reasonably possible. To the extent
consistent with the terms and obligations of any applicable vendor
contract or agreement, CenturyLink shall request the release of vendor
cost information when CenturyLink communicates with the vendo(s)
when CenturyLink seeks a quote for the costs of the ICB project. Such
cost data shall be treated as confidential information if requested by
CenturyLink under the non-disclosure sections of this Agreement.
ICB Provisioning lntervals
3.1 For those products and services provided pursuant to this AGREEMENT
that contain a provision for ICB interval but do not contain a specific
provision for when the ICB interval shall be provided, the ICB interval
shall be provided within twenty (20) business days of receipt of the order,
request or application.
2.1
3.
WSP Type 2-Exhibit I April29, 2005 Page 1
DocuSign Envelope lD'. ABE47 434-044745CF-96BC-C3237C08C4C6
3.2 For ICB intervals for those products and services that require negotiated
project time lines for installation, such as 214 wire analog loop for more
than twenty-five (25) loops, the CenturyLink representative, authorized to
commit to intervals, shall meet with WSP's representative within seven (7)
business days of receipt of the request from WSP to negotiate intervals.
WSP Type 2-Exhibit I April29, 2005 Page 2
DocuSign Envelope lD: ABE47 434-M47-45CF-968C-C3237C08C4C0
EXHIBIT H
lntentionally Left Blank
WSPT2 - Exhibit H 9-24-08 Page 1