Federal Communications Commission DA 10-238 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of Centennial Communications Corporation ) ) ) ) File No. EB-08-SE-562 Acct. No. 201032100018 FRN # 0009631136 ORDER Adopted: February 12, 2010 Released: February 12, 2010 By the Chief, Enforcement Bureau: 1. In this Order, we adopt the attached Consent Decree entered into between the Enforcement Bureau (“Bureau”) and Centennial Communications Corporation (“Centennial”). The Consent Decree terminates an investigation by the Bureau against Centennial for possible violation of Part 4 of the Commission’s rules regarding the reporting of network outages.1 2. The Bureau and Centennial have negotiated the terms of the Consent Decree that resolve this matter. A copy of the Consent Decree is attached hereto and incorporated by reference. 3. After reviewing the terms of the Consent Decree and evaluating the facts before us, we find that the public interest would be served by adopting the Consent Decree and terminating the investigation. 4. Based on the record before us, we conclude that our investigation raises no substantial or material questions of fact as to whether Centennial possesses the basic qualifications, including those related to character, to hold or obtain any Commission license or authorization. 5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the Communications Act of 1934, as amended,2 and sections 0.111 and 0.311 of the Commission’s Rules,3 the Consent Decree attached to this Order IS ADOPTED. 6. IT IS FURTHER ORDERED that the above-captioned investigation IS TERMINATED. 1 47 C.F.R. § 4.1 et seq. 2 47 U.S.C. § 154(i). 3 47 C.F.R. §§ 0.111, 0.311. Federal Communications Commission DA 10-238 2 7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree shall be sent by first class mail and certified mail, return receipt requested, to William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation, 1919 Pennsylvania Avenue, NW, Suite 200, Washington, DC 20006, and to Counsel for Centennial Communications Corporation, David L. Solomon, Esq., and Robert G. Morse, Esq., Wilkinson Barker Knauer, LLP, 2300 N Street, N.W., Suite 700, Washington, DC 20037. FEDERAL COMMUNICATIONS COMMISSION P. Michele Ellison Chief, Enforcement Bureau Federal Communications Commission DA 10-238 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of Centennial Communications Corporation ) ) ) ) File No. EB-08-SE-562 Acct. No. 201032100018 FRN No. 0009631136 CONSENT DECREE The Enforcement Bureau (the “Bureau”) and Centennial Communications Corporation (“Centennial”), by their respective authorized representatives, hereby enter into this Consent Decree for the purpose of terminating the Bureau’s investigation into Centennial’s compliance with the Commission’s regulations in 47 C.F.R. Part 4 regarding the reporting of network outages. I. DEFINITIONS 1. For the purposes of this Consent Decree, the following definitions shall apply: (a) “Act” means the Communications Act of 1934, as amended, 47 U.S.C. §§ 151 et seq. (b) “Adopting Order” means an order of the Bureau adopting the terms of this Consent Decree without change, addition, deletion, or modification. (c) “Bureau” means the Enforcement Bureau of the Federal Communications Commission. (d) “Centennial” means Centennial Communications Corporation, its affiliates, its predecessors-in-interest and successors-in-interest. (e) “Commission” or “FCC” means the Federal Communications Commission and all of its bureaus and offices. (f) “Effective Date” means the date on which the Bureau releases the Adopting Order. (g) “Investigations” means the investigations initiated by the Bureau’s August 15, 2008, November 19, 2008, and December 29, 2008 Letters of Inquiry1 regarding Centennial’s compliance with the Commission’s regulations in Part 4 of its Rules regarding the reporting of network outages through the Effective Date. 1 Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission to Tony L. Wolk, Senior Vice President, General Counsel and Secretary, Centennial Corporation (August 15, 2008); Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission to William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation (November 19, 2008); and Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission to William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation (December 29, 2008). Federal Communications Commission DA 10-238 2 (h) “Parties” means Centennial and the Bureau. (i) “Rules” means the Commission’s regulations set forth in Title 47 of the Code of Federal Regulations. II. BACKGROUND 2. Pursuant to Part 4 of the Rules, a wireless communications provider is required to submit to the Commission an electronic Notification within 120 minutes after discovering that it has experienced a network outage of at least 30 minutes duration: (1) of a Mobile Switching Center; (2) that potentially affects at least 900,000 user minutes of either telephony and associated data (2nd generation or lower) service or paging service; (3) that affects at least 1,350 DS3 minutes; (3) that potentially affects any special offices and facilities, as defined by the Rules; or (4) that potentially affects a 911 special facility, as defined by the Rules.2 3. Centennial is a wireless communications provider and is subject to the network outage reporting regulations in Part 4 of the Commission’s Rules. On August 15, 2008, the Bureau issued a Letter of Inquiry (“LOI”) initiating an investigation regarding Centennial’s outage reporting procedures and Centennial’s compliance with the Commission’s outage reporting rules.3 On September 11, 2008, Centennial submitted a response to the LOI.4 The Bureau issued an additional LOI on November 19, 2008,5 and Centennial submitted a response to that LOI on December 10, 2008.6 The Bureau issued an additional LOI on December 29, 2008,7 and Centennial submitted a response to that LOI on January 30, 2009.8 The Bureau and Centennial executed a Tolling Agreement on April 28, 2009,9 and executed 2 47 C.F.R. §§ 4.5, 4.9(e). 3 Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission to Tony L. Wolk, Senior Vice President, General Counsel and Secretary, Centennial Corporation (August 15, 2008). 4 Letter from William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation, to Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission (September 11, 2008). 5 Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission to William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation (November 19, 2008). 6 Letter from William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation, to Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission (December 10, 2008). 7 Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission to William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation (December 29, 2008). 8 Letter from William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation, to Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission (January 30, 2009). 9 Tolling Agreement, File No. EB-08-SE-562, executed by and between Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission, and William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation (April 28, 2009). Federal Communications Commission DA 10-238 3 subsequent Tolling Agreement Extensions on June 1, 2009,10 and on September 14, 2009.11 On November 21, 2008, applications to transfer control of Centennial to AT&T Inc. (“AT&T”) were filed.12 The Commission granted those applications, with conditions, on November 5, 2009, and the parties consummated the transaction on November 6, 2009.13 III. TERMS OF AGREEMENT 4. Adopting Order. The Parties agree that the provisions of this Consent Decree shall be subject to final approval by the Bureau by incorporation of such provisions by reference in the Adopting Order without change, addition, modification, or deletion. 5. Jurisdiction. Centennial agrees that the Bureau has jurisdiction over it and the matters contained in this Consent Decree and has the authority to enter into and adopt this Consent Decree. 6. Effective Date; Violations. The Parties agree that this Consent Decree shall become effective on the date on which the Bureau releases the Adopting Order. Upon release, the Adopting Order and this Consent Decree shall have the same force and effect as any other Order of the Bureau. Any violation of the Adopting Order or of the terms of this Consent Decree shall constitute a separate violation of a Bureau Order, entitling the Bureau to exercise any rights and remedies attendant to the enforcement of a Commission Order. 7. Termination of Investigation. In express reliance on the covenants and representations in this Consent Decree and to avoid further expenditure of public resources, the Bureau agrees to terminate its investigation. In consideration for the termination of said investigation, Centennial agrees to the terms, conditions, and procedures contained herein. The Bureau further agrees that, in the absence of new material evidence, the Bureau will not use the facts developed in this investigation through the Effective Date, or the existence of this Consent Decree, to institute, on its own motion, or refer to the Commission, any new proceeding, formal or informal, or take on its own motion, or refer to the Commission, any action against Centennial for possible violations of Part 4 of the Commission’s rules regarding the reporting of network outages that were subject to this investigation prior to the Effective Date. The Bureau also agrees that it will not use the facts developed in the investigation through the Effective Date, or the existence of this Consent Decree, to institute on its own motion, or refer to the Commission, any proceeding, formal or informal, or take on its own motion, or refer to the Commission, any action, against Centennial with respect to Centennial’s basic qualifications, including its character qualifications, to be a Commission licensee or authorized common carrier. 10 Tolling Agreement Extension, File No. EB-08-SE-562, executed by and between Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission, and William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation (June 1, 2009). 11 Tolling Agreement Extension, File No. EB-08-SE-562, executed by and between Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement Bureau, Federal Communications Commission, and William L. Roughton, Jr., Vice President, Legal & Regulatory Affairs, Centennial Communications Corporation (September 14, 2009). 12 See File Nos. 0003652447, 0003652455, 0003652457, 0003652459, 0003652461, 0003652467, 0003668912, and 0003674680 (the “Applications”). 13 See Applications of AT&T Inc. and Centennial Communications Corp., Memorandum Opinion and Order, WT Docket No. 08-246, FCC 09-97 (released November 5, 2009). Federal Communications Commission DA 10-238 4 8. Section 208 Complaints; Subsequent Investigations. Nothing in this Consent Decree shall prevent the Commission or its delegated authority from adjudicating complaints filed pursuant to Section 208 of the Act against Centennial or its affiliates for alleged violations of the Act, or for any other type of alleged misconduct, regardless of when such misconduct took place. The Commission’s adjudication of any such complaint will be based solely on the record developed in that proceeding. Except as expressly provided in this Consent Decree, this Consent Decree shall not prevent the Commission from investigating new evidence of noncompliance by Centennial with the Act, the Rules, or Commission Orders. 9. Voluntary Contribution. Centennial agrees that it will make a voluntary contribution to the United States Treasury, in the amount of forty thousand dollars ($40,000). The payment will be made within thirty (30) days after the Effective Date of the Adopting Order. The payment must be made by check or similar instrument, payable to the order of the Federal Communications Commission. The payment must include the Account Number and FRN Number referenced in the caption to the Adopting Order. Payment by check or money order may be mailed to Federal Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000. Payment by overnight mail may be sent to U.S. Bank – Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101. Payment by wire transfer may be made to ABA Number 021030004, receiving bank TREAS/NYC, and account number 27000001. For payment by credit card, an FCC Form 159 (Remittance Advice) must be submitted. When completing the FCC Form 159, enter the Account number in block number 23A (call sign/other ID), and enter the letters “FORF” in block number 24A (payment type code). Centennial will also send electronic notification on the date said payment is made to Ricardo.Durham@fcc.gov and Nissa.Laughner@fcc.gov. 10. Waivers. Centennial waives any and all rights it may have to seek administrative or judicial reconsideration, review, appeal or stay, or to otherwise challenge or contest the validity of this Consent Decree and the Adopting Order, provided the Bureau issues an Adopting Order adopting the Consent Decree without change, addition, modification, or deletion. Centennial shall retain the right to challenge Commission interpretation of the Consent Decree or any terms contained herein. If either Party (or the United States on behalf of the Commission) brings a judicial action to enforce the terms of the Adopting Order, neither Centennial nor the Commission shall contest the validity of the Consent Decree or the Adopting Order, and Centennial shall waive any statutory right to a trial de novo. Centennial, however, may present evidence that it has not violated the Consent Decree. In addition, nothing in this Consent Decree shall preclude Centennial from petitioning the Commission for relief as to future obligations under Part 4 of the Commission's Rules. Centennial hereby agrees to waive any claims it may otherwise have under the Equal Access to Justice Act, 5 U.S.C. § 504 and 47 C.F.R. § 1.1501 et seq., relating to the matters addressed in this Consent Decree. 11. Invalidity. In the event that this Consent Decree is rendered invalid by any court of competent jurisdiction, it shall become null and void and may not be used in any manner in any legal proceeding. 12. Subsequent Rule or Order. The Parties agree that if any provision of the Consent Decree conflicts with any subsequent rule or Order adopted by the Commission (except an Order specifically intended to revise the terms of this Consent Decree to which Centennial does not expressly consent), that provision will be superseded by such Commission Rule or Order. 13. Successors and Assigns. Centennial agrees that the provisions of this Consent decree shall be binding on its successors, assigns, and transferees. Federal Communications Commission DA 10-238 5 14. Final Settlement. The Parties agree and acknowledge that this Consent Decree shall constitute a final settlement between the Parties. The Parties further agree that this Consent Decree does not constitute either an adjudication on the merits or a factual or legal finding or determination regarding any compliance or noncompliance with the requirements of the Act or the Commission’s Rules and Orders. 15. Modifications. This Consent Decree cannot be modified without the advance written consent of both Parties. 16. Paragraph Headings. The headings of the Paragraphs in this Consent Decree are inserted for convenience only and are not intended to affect the meaning or interpretation of this Consent Decree. 17. Authorized Representatives. Each Party represents and warrants to the other that it has full power and authority to enter into this Consent Decree. 18. Counterparts. This Consent Decree may be signed in any number of counterparts (including by facsimile), each of which, when executed and delivered, shall be an original, and all of which counterparts together shall constitute one and the same fully executed instrument. ____________________________ P. Michele Ellison Chief Enforcement Bureau ____________________________ Date ____________________________ William L. Roughton, Jr. Vice President, Legal and Regulatory Affairs Centennial Communications Corporation ____________________________ Date