20240905Interconnection Agreement.pdf

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
INTERCONNECTION AGREEMENT

By and Between

Level 3 Communications, LLC
And
Albion Telephone Co. dba ATC Communications

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications

Table of Contents
1. GENERAL................................................................................................................ 4
2. DEFINITIONS ......................................................................................................... 4
3. TERMOFTHEAGREEMENT............................................................................. 5
4. BILLING .................................................................................................................. 6
5. DISPUTE RESOLUTION....................................................................................... 8
6. AUDITS.................................................................................................................... 8
7. COMPENSATION .................................................................................................. 8
8. INTERCONNECTEDVOIPPROVIDER (“IVP”)TRAFFIC EXCHANGE.... 9
9. METHODS OFINTERCONNECTION ................................................................ 9
10. EXCHANGE OFTHIRDPARTYTRAFFIC....................................................... 9
11. SS7............................................................................................................................. 9
12. NETWORK DESIGN AND MANAGEMENT ................................................... 10
13. LOCAL NUMBER PORTABILITY.................................................................... 11
14. LOCAL DIALING PARITY ................................................................................. 11
15. BASIC911/E911SERVICE.................................................................................. 11
16. DIRECTORY LISTINGS SERVICE ................................................................... 11
17. ROBOCALL MITIGATION AND TRACEBACK ............................................ 11
18. NOMADICTRAFFIC ........................................................................................... 12
19. LIMITATIONOF LIABILITY............................................................................ 12
20. INDEMNITY .......................................................................................................... 13
21. TAXES .................................................................................................................... 13
22. INSURANCE ......................................................................................................... 14
23. MODIFICATIONOF AGREEMENT................................................................. 14
24. INTELLECTUAL PROPERTY........................................................................... 14
25. CONFIDENTIAL INFORMATION .................................................................... 14
26. RURAL TELEPHONECOMPANY .................................................................... 14
27. MISCELLANEOUS .............................................................................................. 15
a. Compliance with Law ......................................................................................................... 15
b. Force Majeure .................................................................................................................. 15
c. Change of Law .................................................................................................................. 15
d. Participation in Regulatory and Other Proceedings .................................................................. 15
e. Waivers ............................................................................................................................ 15
f. ASSIGNMENT................................................................................................................... 16
g. Severability ....................................................................................................................... 16
h. AUTHORITY..................................................................................................................... 16
I. SURVIVAL ....................................................................................................................... 16
j. Governing Law .................................................................................................................. 16
k. Notices............................................................................................................................. 17
l. Relationship of Parties ........................................................................................................ 17
m. No Third Party Beneficiaries ................................................................................................ 17
n. ENTIRE AGREEMENT ....................................................................................................... 18
o. Conflict with Tariffs ........................................................................................................... 18
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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
p. Service Offerings………………………………………………………………………………..18
q. Filing of the Agreement…………………………………………………………..……18
SIGNATURE PAGE……………………………………………………………………….................................19
PRICING SHEET ................................................................................................................................................. 20

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
THIS INTERCONNECTION AND RECIPROCAL COMPENSATION AGREEMENT (the
“Agreement”) is made by and between Albion Telephone Co. dba ATC Communications
(“RLEC”), an Incumbent Local Exchange Carrier certificated in the State of Idaho, (the “State”),
and Level 3 Communications, L.L.C., (“Level 3”), a subsidiary of CenturyLink Communications,
n/k/a Lumen Technologies, Inc., with a place of business of 931 14th Street, (9th FL), Denver, CO
80202, a Competitive Local Exchange Carrier and shall be deemed effective upon the date of the
last signature(“Effective Date”). This Agreement may refer to either RLEC or Level 3 as a “Party”
or collectively as the “Parties.”
In consideration of the mutual promises and covenants contained herein, the sufficiency of
which is hereby acknowledged, the Parties agree as follows:
1. GENERAL

A. RLEC is authorized to provide local exchange services in the State.

B. Level 3 is a registered provider of competitive local exchange services in the State.

C. The Parties enter into this Agreement to interconnect their facilities and exchange
traffic for the purposes of fulfilling their obligations pursuant to Sections 251 and 252
of the Telecommunications Act of 1996.

D. This Agreement establishes the methodology for the exchange of and compensation for
Local Traffic (as defined herein) exchanged directly via direct interconnection trunks.
This Agreement also establishes the methodology for the exchange of and
compensation for traffic originated on the network of a third-party carrier that transits
Level 3’s network and is delivered by Level 3 to RLEC for termination.

E. This Agreement supersedes and terminates all previous agreements, both oral and
written, between RLEC and Level 3 governing the exchange of Local Traffic between
local exchange carriers.

2. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings specified below in this
Section:

A. “Act” – The Communications Act of 1934 (47 U.S.C. § 151 et. seq.) as amended,
including without limitation by the Telecommunications Act of 1996, and as from time
to time interpreted in the duly authorized rules and regulations of the Federal
Communications Commission (“FCC”).

B. “Affiliate” – a person, corporation, or other legal entity that, directly or indirectly, owns
or controls a Party, or is owned or controlled by, or is under common ownership or
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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
control with a Party. For purposes of this definition, the term “own” means to have an
equity interest (or the equivalent thereof) of equal to or more than ten percent (10%).

C. “Commission” – is the Idaho Public Utilities Commission

D. “Customer” – a retail residential or business end user subscriber to telephone exchange
services provided either directly or indirectly by either of the Parties. A Customer may
also be a retail provider that directly provides telecommunications services to its end
users or may be a Wholesale Customer of Level 3.
E “Local Traffic” - is telecommunications traffic, including VoIP-PSTN Traffic and ISP-
Bound Traffic, that originates and terminates within the same local exchange as
determined by the Commission.

F. “Wholesale Customer” means a third party carrier that purchases telecommunications
services from either of the Parties and combines those services with its own capabilities
or functionalities to offer its own services to retail customers. By way of example, a
provider of interconnected Voice over Internet Protocol service (as that term is defined
in the regulations of the FCC) shall be considered a Wholesale Customer for purposes
of this Agreement.

3. TERM OF THE AGREEMENT

A. The Initial Term of this Agreement shall be two (2) years, beginning on the Effective
Date.

B. Absent the receipt by a Party of written notice from the other Party at least ninety (90)
days prior to the expiration of the Initial Term to the effect that such Party does not
intend to extend the Initial Term of this Agreement, this Agreement shall automatically
renew and remain in full force and effect on and after the expiration of the Initial Term
on a year-to-year basis.

C. If pursuant to Section 3.B.above, this Agreement continues in full force and effect after
the expiration of the Initial Term, either Party may terminate this Agreement ninety
(90) days prior to the expiration of any renewal term as reflected in Section 3.B. and
after delivering written notice to the other Party of its intention to terminate this
Agreement.

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
D. In the event of default, the non-defaulting Party may terminate this Agreement in whole
or in part provided that the non-defaulting Party so advises the defaulting Party in
writing of the event of the alleged default and the defaulting Party does not remedy the
alleged default within sixty (60) days or such other time period as the Parties may agree
is reasonable under the circumstances after written notice thereof. Default is defined
to include:

(1) A Party’s insolvency or initiation of bankruptcy or receivership proceedings by
or against the Party; or

(2) A Party’s material breach of any of the material terms or conditions hereof,
including the failure to make any undisputed payment when due.

E. Termination of this Agreement for any cause shall not release either Party from any
liability which at the time of termination has already accrued to the other Party or which
thereafter may accrue in respect to any act or omission prior to termination or from any
obligation which is expressly stated herein to survive termination.

F. If upon expiration or termination of this Agreement other than pursuant to Section 3.D.
above, the Parties are negotiating a successor agreement, during such negotiation
period each Party shall continue to perform its obligations and provide the services
described herein under this Agreement until such time as the successor agreement
becomes effective. The Parties expressly agree that the rates, terms, and conditions of
the successor agreement shall be retroactive back to the date of termination of this
Agreement or such other time period as the Parties may agree, such that all payments
made from the date of termination of this Agreement to the effective date of the
successor agreement shall be trued-up to comply with the rates, terms and conditions
of the successor Agreement.
4. BILLING
A. Parties shall pay all undisputed amounts within thirty (30) days from the Bill Date. If
the payment due date is a Saturday, Sunday or a designated bank holiday, payment
shall be made the next business day. Invoices shall be sent to:

RLEC

Karlee Ramsey
Accounts Payable/HR
PO Box 98
Albion, ID 83311
208-673-2202
[e-mail]

Level 3 Communications, LLC

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
Lumen Technologies
CLK01 – Customer Media Processing Center
Attn: RazorFlow
P.O. Box 15700
Phoenix, AZ 85060
to:
[e-mail]
or such other address as the Parties may designate to one another on at least thirty (30) days
prior written notice.
B. Level 3 prefers to receive billing information in an electronic media format such as
BOSCABS, CABS, SECABs. If RLEC is able to send paper invoices and has the
ability to supply invoices in EDI format, send Level 3 an email to
[e-mail] and Level 3 will contact RLEC in order to setup
electronic invoice transmission protocol.

C. All charges under this Agreement shall be billed within two (2) years from the time the
charge was incurred; previously unbilled charges more than two (2) years from the time
the charge was incurred shall not be billed by either Party and shall not be payable by
either Party. Nothing in this subsection shall affect the right of a Party to contest
inaccurate invoices to the extent provided under law.

D. If any portion of an amount paid to a billing party under this Agreement is thereafter
subject to a bona fide dispute by the billed Party, the billed Party may provide written
notice to the billing Party of the disputed paid amount, and seek a refund of such
amount, at any time prior to the date that is two (2) years after the receipt of a bill
containing the disputed paid amount.

E. If no previous interconnection agreement exists between the Parties, there shall be no
liability or billing for services otherwise subject to this Agreement but provided prior
to the Effective Date of this Agreement. If a previous interconnection agreement exists
between the Parties, then if any portion of an amount paid to a billing party under this
Agreement is thereafter subject to a bona fide dispute by the billed Party, the Billed
Party may provide written notice to the Billing Party of the Disputed Paid Amount, and
seek a refund of such amount, at any time prior to the date that is two (2) years after
the receipt of a bill containing the disputed paid amount. The terms and conditions of
this Agreement shall relate back to the date of termination of the previous agreement,
and the Parties shall true-up all payments made from the date of termination of the
previous agreement to the Effective Date of this Agreement.

F. The Billing Party will send monthly invoices to the receiving Party within ten (10)
calendar days from the date of the invoice.

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
G. Invoices between the Parties shall be clearly organized and charges must be
accompanied by a brief, clear, non-misleading description of the service or services
rendered including the minutes of use, the rate applied, and whether the charge is for
facilities or usage. Invoices not complying with this section shall not be paid until re-
issued in the proper format.
5. DISPUTE RESOLUTION
A. Any dispute between the Parties regarding the interpretation or enforcement of this
Agreement or any of its terms shall be addressed by good faith negotiation between the
Parties, in the first instance. If requested to do so by either Party, both Parties will
assign an employee of the Party to resolve such disputes within ten (10) business days.
B. If negotiations pursuant to Section 5.A fail to produce an agreeable resolution within
sixty (60) days after receipt of the written request of a Party to informally negotiate in
good faith a dispute, then either Party may proceed with any remedy available to it
pursuant to law, equity or agency mechanisms; provided, that upon mutual agreement
of the Parties such disputes may also be submitted to binding arbitration. In the case
of arbitration, each Party shall bear its own costs. The Parties shall equally split the
fees of any mutually agreed upon arbitrator but shall otherwise pay their own expenses
associated with the arbitration.
6. AUDITS

Either Party may audit the other Party’s relevant records and other documents pertaining to
services provided under this Agreement one (1) time per year. Such audit will take place
within sixty (60) days after notice. Each Party shall maintain usage data for a minimum of
twenty-four (24) months. If an independent auditor is to be engaged, the Parties shall mutually
select an auditor by the thirtieth (30th) day following the audited Party’s receipt of a written
audit notice. The auditing Party shall cause the independent auditor to execute a nondisclosure
agreement in a form mutually agreed upon by the Parties.
7. COMPENSATION
As of the Effective Date of this Agreement, the Parties agree to treat Local Traffic as bill and
keep. For avoidance of doubt, all Local Traffic exchanged under this Agreement shall be rated
based upon the derivation of jurisdiction by a comparison of the called from number to the
called to number.
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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
8. INTERCONNECTED VoIP PROVIDER (“IVP”) TRAFFIC EXCHANGE

A. RLEC and Level 3 may interconnect, and exchange traffic originated by or destined to
an IVP over a Party’s local interconnection trunk groups.

B. RLEC and Level 3 will follow applicable procedures of the Local Exchange and
Routing Guide (“LERG”) and this Agreement in order to identify the OCNs and NPA-
NXX(s) of the IVP which will be associated with a Party’s switch and routed on a
Party’s interconnection trunk groups.
9. METHODS OF INTERCONNECTION
A. The Parties will interconnect via direct trunks between their networks. Direct
interconnection facilities shall be two-way. Level 3 shall establish a direct connection
to each end-office switch associated with the rate centers/local exchanges it desires to
serve with local exchange service.
B. In the case of direct interconnection, each Party is responsible for the transport of
originating calls from its network to the relevant, mutually agreed upon point of
interconnection, and each Party will ensure that its facilities are compatible with the
mutually agreed upon transmission and facility specifications.
C. Parties agree upon second signature of execution, network planning, trunk ordering,
installation, testing and any other network-related setup will commence.

10. EXCHANGE OF THIRD PARTY TRAFFIC
Parties agree that this Agreement permits exchange of traffic originated or terminated on the
network of a third-party carrier that transits Level 3’s network and is delivered by Level 3 to
RLEC for termination is permitted for this Agreement. Compensation for such traffic that is
Local Traffic shall be bill and keep.

11. SS7

A. RLEC will provide and implement all mandatory defined and industry supported SS7
mandatory parameters as well as procedures in accordance with ANSI standards to
support SS7 signaling for call setup for the interconnection trunks. To the extent RLEC
provides ANSI optional parameters for its own use, RLEC shall provide the same to
Level 3 for Level 3’s review.

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
B. RLEC shall support 64 Kbps clear channel where it provides such capability to its
Customers.

C. Either Party may choose to select a signaling vendor for purposes of providing
signaling.

D. RLEC agrees to provide Carrier Identification Parameter (“CIP”) within Level 3’s SS7
call set-up signaling protocol at no charge.

12. NETWORK DESIGN AND MANAGEMENT
A. The Parties will work cooperatively to install and maintain reliable interconnected
telecommunications networks, including but not limited to, maintenance contact
numbers and escalation procedures. RLEC will provide written notice to Level 3 of
changes in the information necessary for the transmission and routing of services using
its local exchange facilities or networks, as well as of any other changes that would
affect the interoperability of those facilities and networks.

(1) Each Party shall provide to the other’s surveillance management center a
twenty-four (24) hour, seven (7) days per week contact number for network
traffic management issues. An email address must also be provided to facilitate
event notifications for planned mass calling events.

(2) Each Party has the duty to alert the other to any network events that can result
or have resulted in material service interruption, blocked calls, or negative
changes in network performance.

B. Neither Party will charge un-tariffed rearrangement, reconfiguration, disconnection,
termination, or other non-recurring fees that may be associated with the initial
reconfiguration of either Party’s network interconnection arrangement contained in this
Agreement.

C. The Parties will provide each other with the proper call information, including all
proper translations for routing between networks and any information necessary for
billing.

D. RLEC will process Level 3 maintenance requests at no less than parity with the manner
in which RLEC processes its own maintenance requests or maintenance requests of its
Affiliates.

E. Parties shall provide prior notification of any scheduled maintenance activity
performed by the Parties that may be service affecting to the other Party.

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
F. Parties with direct trunks are financially responsible for those facilities to the point of
interconnection on the other Party’s network.

13. LOCAL NUMBER PORTABILITY
Both Parties shall abide by the rules and regulations of the Federal Communications
Commission and applicable state public utility commission rules and regulations to port
numbers from and to each other.
Parties agree that the Local Service Request (“LSR”) charge, which can be found in the Pricing
Sheet, is reciprocal.

14. LOCAL DIALING PARITY
RLEC shall permit Level 3 Customers within a local calling area to dial the same number of
digits to make a local telephone call as RLEC Customers dial.

15. BASIC 911/E911 SERVICE

As of the Effective Date of this Agreement, RLEC is not the 911 service provider serving the
Public Safety Answering Point (“PSAP”) and each party is solely responsible for making their
own 911 Arrangements to connect to the current 911 service provider and for making updates
on a timely basis to the ALI database for their respective Customers. In the event that RLEC
becomes the 911 service provider for any exchange where Level 3 is providing service under
this Agreement, RLEC will provide Level 3 advance notice and the Parties agree to negotiate
terms to amend this Agreement for the provision of 911 Arrangements by RLEC to Level 3.
16. DIRECTORY LISTINGS SERVICE
A. Level 3 currently works directly with a third-party publisher in order to make its directory
listings available to any and all publishers.

B. Any charges for directory listings or distribution will be between Level 3 and publisher.
17. ROBOCALL MITIGATION AND TRACEBACK

A. Robocall Mitigation is the ability to reduce the occurrence of illegal robocalls. The Parties
shall adhere to all applicable Robocall Mitigation federal rules and regulations. The
Parties agree to cooperate with the resolution of any Robocall Mitigation issues associated
with the operation and management of each Parties’ network and to take steps to eliminate
the origination and transmission of illegal calls consistent with FCC requirements.
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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications

B. Traceback is the act of tracing and identifying the source of suspected unlawful robocalls
and suspicious and prohibited traffic. The Parties shall cooperate with traceback requests
between the Parties’ networks associated with the Parties’ efforts to mitigate illegal or
suspected illegal robocalls that may originate, transit or terminate on the Parties’ networks
and adhere to all applicable Traceback federal rules and regulations. The Parties also agree
to cooperate and respond to Traceback requests from the official U.S. Traceback
Consortium.

18. NOMADIC TRAFFIC
Due to the advancement of Internet Protocol (“IP”) technology and applications available,
services have become more mobile. Because of this, the Parties agree that Traffic originating
from or terminating to an IP device other than at the end user’s service location (“Nomadic
Traffic”) provided by either Party will be incidental. If either Party believes that the majority
of the other Party’s traffic is Nomadic Traffic, then the Parties may conduct audits or take other
commercially reasonable steps to verify that the other Party is not provisioning any of its
services to intentionally circumvent applicable switched access service charges. If either Party
intends to send primarily Nomadic Traffic, then such Party shall notify the other Party in
writing within sixty (60) days to amend this Agreement.
19. LIMITATION OF LIABILITY
A. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO
THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY
SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE
PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR
GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING, OR FROM USAGES OF TRADE.

B. Except as otherwise provided for in this paragraph, neither Party shall be liable to the
other Party for any indirect, incidental, consequential, reliance, punitive, or special
damages suffered by the other Party (including without limitation damages for harm to
business, lost revenues, lost savings, or lost profits suffered by the other Party),
regardless of the form of action, whether in contract, warranty, strict liability, or tort,
including without limitation gross negligence of any kind whether active or passive,
and regardless of whether the Parties knew of the possibility that such damages could
result. In no event shall either Party’s liability to the other for direct damages arising
out of (1) a material breach of this Agreement, or (2) activities related to or involved in
performance under this Agreement (whether such alleged damages in this second
category arise in contract or tort) shall not exceed an amount equal to the proportionate
charge for the affected service(s) during the period in which damages occurred. If that
standard is not applicable, such damages shall not exceed the total amount billed under
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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
this Agreement (during the calendar year(s) in which the damage occurred) by the
damaged Party to the other Party. The foregoing shall not limit a Party’s obligation as
set out in this Agreement to indemnify, defend, and hold the other Party harmless
against amounts payable to third parties.

20. INDEMNITY

A. Each Party shall be indemnified, defended and held harmless by the other Party against any
claim, loss or damage arising from the other Party’s grossly negligent acts or omissions
under this Agreement, or arising from the other Party’s intentional misconduct under this
Agreement, including without limitation: 1) claims for libel, slander, invasion of privacy,
or infringement of copyright arising from the other Party’s own communications; 2) all
other claims arising out of an act or omission of the other Party.

B. As to all indemnification obligations throughout this Agreement, the indemnifying Party
agrees to (a) defend, or at its option settle, any claim or suit against the indemnified Party
as agreed to herein; and (b) pay any final judgment entered against the indemnified Party
on such issue or any settlement thereof. The indemnified Party above: (i) must notify the
other Party in writing promptly upon learning of any claim or suit for which
indemnification may be sought, provided that failure to do so shall have no effect except
to the extent that the other Party is prejudiced thereby; (ii) must provide all information
and assistance as reasonably requested by, and at the expense of, the other Party in
connection with the conduct of the defense and settlement thereof; and (iii) may participate
in such defense or settlement with its own counsel at its sole expense, but without control
or authority to defend or settle. The indemnifying Party shall not take any action, which
unreasonably exposes the indemnified Party to a risk of damages, which would not be
covered by such indemnity, and may not settle any matter without the prior written consent
of the indemnified Party, which shall not be unreasonably withheld.

C. Notwithstanding anything to the contrary in any agreement between the Parties, no
indemnification shall arise as to claims that are paid by the indemnified Party without the
express written consent of the indemnifying Party, which consent will not be unreasonably
withheld, conditioned or delayed.

21. TAXES

Each Party purchasing services hereunder shall pay or otherwise be responsible for all federal,
state, or local sales, use, excise, gross receipts, transaction or similar taxes, fees or surcharges
levied against or upon such purchasing Party (or the providing Party when such providing Party
is permitted to pass along to the purchasing Party such taxes, fees or surcharges), except for
any tax on either Party’s corporate existence, status or net income.

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
22. INSURANCE

Each Party warrants to the other Party that it has and will maintain insurance in compliance
with applicable state and federal law. In the event that CLEC requests additional services not
provided for in this Agreement, Parties agree that any amendment negotiated for such service
may require additional insurance obligations.

23. MODIFICATION OF AGREEMENT

No modification, amendment, supplement to, or waiver of the Agreement or any of its
provisions shall be effective and binding upon the Parties unless it is made in writing and duly
signed by the Parties.

24. INTELLECTUAL PROPERTY

Any intellectual property which originates from or is developed by a Party shall remain in the
exclusive ownership of that Party. Except for a limited license to use patents or copyrights to
the extent necessary for the Parties to use any facilities or equipment (including software) or
to receive any service solely as provided under this Agreement, no license in patent, copyright,
trademark, service mark or trade secret, or other proprietary or intellectual property right now
or hereafter owned, controlled or licensable by a Party, is granted to the other Party or shall be
implied or arise by estoppel. It is the responsibility of RLEC to ensure, at no separate or
additional cost to Level 3, that RLEC has obtained any necessary licenses (in relation to
intellectual property of third parties used in RLEC’s network) to the extent of RLEC’s own
use of facilities or equipment (including software) in the provision of service to RLEC’s end-
user Customers.

25. CONFIDENTIAL INFORMATION

The Parties to this Agreement recognize that they or their authorized representatives may come
into possession of confidential and/or proprietary data about each other’s business as a result
of this Agreement. Each Party agrees to treat all such data as strictly confidential and to use
such data only for the purpose of performance under this Agreement. Each Party agrees not to
disclose data about the other Party’s business, unless such disclosure is required by lawful
subpoena or order to any person without first securing the written consent of the other Party.
A Party may require a nondisclosure agreement of the other Party under this section.

26. RURAL TELEPHONE COMPANY

The Parties acknowledge that RLEC is entitled to maintain that it is a rural telephone RLEC
(as defined in 47 U.S.C. 153) as provided by 47 U.S.C. 251(f). By entering into this
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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
Agreement, RLEC is not waiving its right to maintain that it is a rural telephone RLEC and its
right to maintain that it is exempt from § 251(c) under 47 U.S.C. 251(f) of the Act.
27. MISCELLANEOUS
A. COMPLIANCE WITH LAW

The Parties shall comply with any applicable orders, rules or regulations of the FCC,
State and Federal law during the term of this Agreement.

B. FORCE MAJEURE

Notwithstanding anything to the contrary contained herein, a Party shall not be liable
nor deemed to be in default for any delay or failure of performance under this
Agreement resulting directly from acts of God, civil or military authority, acts of public
enemy, war, pandemic, epidemic, hurricanes, tornadoes, storms, fires, explosions,
earthquakes, floods, electric power outages, government regulation, strikes, lockouts
or other work interruptions by employees or agents not within the reasonable control
of the non-performing Party.

C. CHANGE OF LAW

In the event that any final and non-appealable legislative, regulatory, judicial, or other
legal action materially affects any material terms of this Agreement, either Party may,
on thirty (30) days written notice require that such Agreement, or such terms thereof
be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable
new terms as may be required or appropriate to reflect the results of such action.

D. PARTICIPATION IN REGULATORY AND OTHER PROCEEDINGS

By entering into this Agreement, neither Party waives its right or ability to participate
in any regulatory, judicial, or legislative proceedings regarding the proper
interpretation and/or application of the Act, including interpretation and/or application
that may differ from the terms contained within this Agreement.

E. WAIVERS

Any failure by either Party to insist upon the strict performance by the other Party of
any of the provisions of this Agreement shall not be deemed a waiver of any of the
provisions of this Agreement, and each Party, notwithstanding such failure, shall have
the right thereafter to insist upon the specific performance of any and all of the
provisions of this Agreement.

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
F. ASSIGNMENT

This Agreement shall be binding upon the Parties and shall continue to be binding
upon such entities regardless of any subsequent change in their ownership. This
Agreement may not be assigned by any Party hereto without the other Party’s written
consent, which consent will not be unreasonably withheld or delayed. Parties may
assign this Agreement to an Affiliate without written consent, but written notice shall
be required, not unreasonably withheld or delayed. The Affiliate must be a majority-
ownership Affiliate of the assigning Party. Provided that any Party asked to consent
to an assignment shall be expressly permitted to require (i) proof of financial strength
of the proposed assignee reasonably necessary to support the obligations of this
Agreement being assumed or (ii) investigation of prior complaints filed against or
adjudicated against the proposed assignee. Parties may assign this Agreement to a
majority-owned Affiliate without written consent, but written notice shall be
required. Any assignment or transfer not in accordance with this Agreement shall be
void.
G. SEVERABILITY
In the event that any provision of this Agreement shall be held invalid, illegal, or
unenforceable, it shall be severed from the Agreement and the remainder of this
Agreement shall remain valid and enforceable and shall continue in full force and
effect; provided however, that if any severed provisions of this Agreement are essential
to any Party’s ability to continue to perform its material obligations hereunder, the
Parties shall immediately begin negotiations of new provisions to replace the severed
provisions.

H. AUTHORITY

The undersigned signatories represent that they have the authority to execute this
Agreement on behalf of their respective companies.

I. SURVIVAL
Any liabilities or obligations of a Party for acts or omissions prior to the cancellation
or termination of this Agreement, any obligation of a Party under the provisions
regarding indemnification, confidential information, limitations of liability and any
other provisions of this Agreement which, by their terms, are contemplated to survive
(or be performed after) termination of this Agreement, shall survive cancellation or
termination thereof.
J. GOVERNING LAW

This Agreement shall be governed by the Act and other applicable Idaho and federal
law.

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
K. NOTICES

Except as otherwise specifically provided for in this Agreement, all notices, consents,
approvals, modifications, or other communications to be given under this Agreement shall
be in writing and delivered by prepaid overnight express service or sent by certified mail,
postage prepaid, and return receipt requested, deemed delivered upon receipt, with a scanned
copy to the email addresses below:
All notices will be effective upon receipt.
Either Party may unilaterally change its designated representative and/or contact
information for the receipt of notices by giving seven (7) days prior written notice to
the other Party in compliance with this Section.

L. RELATIONSHIP OF PARTIES

It is the intention of the Parties that each shall be an independent contractor and nothing
contained herein shall constitute the Parties as joint venturers, partners, employees or
agents of one another, and neither Party shall have the right or power to bind or obligate
the other.
M. NO THIRD PARTY BENEFICIARIES
RLEC Name
Kyle Bradshaw
General Manager
PO Box 98
Albion, ID 83311
208-673-2401
[e-mail]

With a copy to:
Lumen
Attn: Gary Black
VP – Carrier Relations
931 14th Street (9th FL)
Denver, CO 80202
Phone: [phone]
Email: [e-mail]

With a copy to:

Level 3 Communications, LLC
Attn: Lumen Law Department
C/O Wholesale Interconnection
931 14th Street (9th FL)
Denver, CO 80202
Facsimile: [phone]
Email:
[e-mail]

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
The provisions of this Agreement are for the benefit of the Parties hereto and not for
any other person, and this Agreement shall not provide any person not a Party hereto
with any remedy, claim, liability, reimbursement, right of action, or other right in
excess of those existing without reference hereto.
N. ENTIRE AGREEMENT
This constitutes the entire Agreement between the Parties with respect to the subject
matter hereof, superseding all prior understandings, proposals and other
communications, oral or written. Neither Party shall be bound by any preprinted terms
additional to or different from those in this Agreement that may appear subsequently
in the other Party’s form documents, purchase orders, quotations, acknowledgments,
invoices or other communications. This Agreement may only be modified in writing
signed by an officer of each Party.
O. CONFLICT WITH TARIFFS

In the event of any conflict between the language of this Agreement and the language
of an applicable tariff, this Agreement shall control. If a Party orders services not
addressed in this Agreement, then the applicable State or Federal tariff pricing then in
effect shall apply. In the event a service is de-regulated and de-tariffed, elements and
rates for such service shall be charged under each Party's applicable pricing schedule.
P. SERVICE OFFERINGS
Nothing in this Agreement shall be construed to prevent Level 3 from providing
services to or obtaining services from other carriers.
Q. FILING OF THE AGREEMENT

Level 3 will file the Agreement with the Commission pursuant to the requirements of
Section 252 of the Act.

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
SIGNATURE PAGE
This Agreement is executed as dated below:

Albion Telephone Co. dba ATC Communications Level 3 Communications, LLC
By: By:
Sarah Poindexter
Print Name Print Name

Mgr Voice Interconnectoin
Title Title

Date Date

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INTERCONNECTION AGREEMENT by and between
Level 3 Communications LLC and Albion Telephone Co. dba ATC Communications
Pricing Sheet

General. The rates contained in this attachment are the rates as referenced throughout
this Agreement, are reciprocal, and are subject to change as a result of filings to state and
federal commissions, or state and federal commission rulings and proceedings.
Transport and Termination Charge
Local Traffic, Transport, and Termination
Bill and Keep
Service Order Charge (Reciprocal)
Local Service Request (LSR) Order Charge (Reciprocal)15.00