Federal Communications Commission DA 22-1081 Before the FEDERAL COMMUNICATIONS COMMISSION WASHINGTON, D.C. 20554 In the Matter of Consolidated Communications, Inc. ) ) ) ) ) ) ) File No.: EB-SED-22-00033792 CD Acct. No.: 202332100004 FRN: 0018633321 ORDER Adopted: October 13, 2022 Released: October 14, 2022 By the Acting Chief, Enforcement Bureau: 1. The Enforcement Bureau (Bureau) of the Federal Communications Commission has entered into a Consent Decree to resolve its investigation into whether Consolidated Communications, Inc. (Consolidated) filed an annual reliability certification regarding its 911 circuit auditing, central office backup power, and diverse network monitoring before the October 15, 2021 deadline to do so. This certification is designed to ensure that covered 911 service providers have taken reasonable measures to provide reliable 911 service by either implementing industry-backed “best practices” or alternative measures that are reasonably sufficient to ensure reliable 911 service. See Improving 911 Reliability; Reliability and Continuity of Communications Networks, Including Broadband Technologies, Report and Order, 28 FCC Rcd 17476, 17477, para. 1 (2013). To settle this matter, Consolidated admits that it failed to file its 2021 annual 911 reliability certification before the October 15, 2021 deadline, acknowledges that personnel changes do not excuse it from its obligation to submit its annual reliability certification before the October 15 deadline, will implement a compliance plan, and will pay a $3,500 civil penalty. 2. 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 referenced investigation regarding Consolidated’s compliance with section 9.19(c) of the Commission’s rules. 47 CFR § 9.19(c). 3. In the absence of material new evidence relating to this matter, we do not set for hearing the question of Consolidated’s basic qualifications to hold or obtain any Commission license or authorization. See 47 CFR § 1.93(b). 4. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the Act 47 U.S.C. § 154(i). and the authority delegated by sections 0.111 and 0.311 of the Commission’s rules, 47 CFR §§ 0.111, 0.311. the attached Consent Decree IS ADOPTED and its terms incorporated by reference. 5. IT IS FURTHER ORDERED that the above-captioned matter IS TERMINATED. 6. 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 C. Robert Udell, President and Chief Executive Officer, Consolidated Communications, Inc., 121 South 17th Street, Mattoon, Illinois 61938, and to Frank Lamancusa, Esq., Morgan, Lewis & Bockius, LLP, 1111 Pennsylvania Ave., NW, Washington, D.C. 20004-2541. FEDERAL COMMUNICATIONS COMMISSION Loyaan A. Egal Acting Chief Enforcement Bureau 1 Before the FEDERAL COMMUNICATIONS COMMISSION WASHINGTON, D.C. 20554 In the Matter of Consolidated Communications, Inc. ) ) ) ) ) ) ) File No.: EB-SED-22-00033792 CD Acct. No.: 202332100004 FRN: 0018633321 CONSENT DECREE 1. The Enforcement Bureau of the Federal Communications Commission and Consolidated Communications, Inc. by their authorized representatives, hereby enter into this Consent Decree for the purpose of terminating the Enforcement Bureau’s investigation into whether Consolidated violated section 9.19(c) of the Rules 47 CFR § 9.19(c). See Implementing Kari’s Law and Section 506 of RAY BAUM'S Act; Inquiry Concerning 911 Access, Routing, and Location in Enterprise Communications Systems; Amending the Definition of Interconnected VoIP Service in Section 9.3 of the Commission’s Rules, Report and Order, 34 FCC Rcd 6607, 6699, paras. 235-36 (2019) (consolidating the Commission’s existing 911 rules into a single rule part). by its failure to file its annual 911 reliability certification for 2021, which was due by October 15, 2021. The Commission requires that a covered 911 service provider file an annual reliability certification regarding its 911 circuit auditing, central office backup power, and diverse network monitoring, and attest to whether it has met its obligation to use reasonable measures to mitigate the risk of a 911 service failure. See Improving 911 Reliability; Reliability and Continuity of Communications Networks, Including Broadband Technologies, Report and Order, 28 FCC Rcd 17476 (2013) (911 Reliability Certification Order); Improving 911 Reliability; Reliability and Continuity of Communications Networks, Including Broadband Technologies, Order on Reconsideration, 30 FCC Rcd 8650, 8651, para. 2 (2015). These requirements are designed to improve the reliability and resiliency of 911 communications networks nationwide by requiring that 911 service providers take reasonable measures to provide reliable 911 service by either implementing certain industry-backed “best practices” or by implementing alternative measures that are reasonably sufficient to ensure reliable 911 service, as evidenced by the annual reliability certification. 911 Reliability Certification Order, 28 FCC Rcd at 17477, paras. 3-4. To resolve this matter, Consolidated admits that it violated the Commission’s rules, will implement a compliance plan, and will pay a $3,500 civil penalty. I. DEFINITIONS 2. For the purposes of this Consent Decree, the following definitions shall apply: (a) “911 Rules” means sections 9.1-9.20 of the Rules 47 CFR §§ 9.1 – 9.20. and other Communications Law governing the provision of 911 services. (b) “Act” means the Communications Act of 1934, as amended. 47 U.S.C. § 151 et seq. (c) “Adopting Order” means an order of the Bureau adopting the terms of this Consent Decree without change, addition, deletion, or modification. (d) “Bureau” means the Enforcement Bureau of the Federal Communications Commission. (e) “CD Acct No.” means account number 202332100004, associated with payment obligations described in paragraph 17 of this Consent Decree. (f) “Commission” and “FCC” mean the Federal Communications Commission and all of its bureaus and offices. (g) “Communications Laws” means collectively, the Act, the Rules, and the published and promulgated orders and decisions of the Commission to which Consolidated is subject by virtue of its business activities, including but not limited to the 911 Rules. (h) “Compliance Plan” means the compliance obligations, program, and procedures described in this Consent Decree at paragraph 12. (i) “Consolidated or Company” means Consolidated Communications, Inc., and its affiliates, subsidiaries, predecessors-in-interest, and successors-in-interest. (j) “Covered Employees” means all employees and agents of Consolidated who perform, supervise, oversee, or manage the performance of, duties that relate to Consolidated’s responsibilities under the Communications Laws, including the 911 Rules. (k) “Effective Date” means the date by which both the Bureau and Consolidated have signed the Consent Decree and the Bureau has released an Adopting Order. (l) “Investigation” means the investigation commenced by the Bureau in EB-SED-22-00033792 regarding whether Consolidated violated the 911 Rules. (m) “Operating Procedures” means the standard internal operating procedures and compliance policies established by Consolidated to implement the Compliance Plan. (n) “Parties” means Consolidated and the Bureau, each of which is a “Party.” (o) “Rules” means the Commission’s regulations found in Title 47 of the Code of Federal Regulations. II. BACKGROUND 3. Under section 9.19(c) of the Rules, a covered 911 service provider must file an annual reliability certification regarding its 911 circuit auditing, central office backup power, and diverse network monitoring. 47 CFR § 9.19(c). Through this annual reliability certification, the provider must attest whether, during the prior year, it has met its obligation to implement specified best practices or reasonable alternative measures to mitigate the risk of a 911 service failure or explain why a requirement is not applicable. Id.; see also 911 Reliability Certification Order, 28 FCC Rcd at 17492, para. 48. 4. Although Consolidated filed its certification as a covered 911 service provider in 2020, the Company did not file its certification for 2021, which was due by October 15, 2021. See Public Safety and Homeland Security Bureau Announces Availability of 911 Reliability Certification System for Annual Reliability Certifications, Public Notice, 36 FCC Rcd 12613 (PSHSB 2021). The 911 reliability certification should be filed electronically using the Commission’s online portal at https://apps2.fcc.gov/rcs911/. On November 30, 2021, the Commission’s Public Safety and Homeland Security Bureau (PSHSB) contacted Consolidated, via e-mail, about its failure to submit the 2021 annual reliability certification, See E-mail from Ryan Hedgpeth, Telecommunications Systems Specialist, Cybersecurity and Communications Reliability Division, FCC Public Safety & Homeland Security Bureau, to Kevin Kastor, Senior Director – Government Affairs, Consolidated Communications, Inc. (Nov. 30, 2021, 12:35 PM EDT) (on file in EB-SED-22-00033792). and Consolidated made the required filing on January 6, 2022 (83 days after it was due to be filed). PSHSB then referred this matter to the Bureau for appropriate action. On May 27, 2022, the Bureau’s Spectrum Enforcement Division sent a Letter of Inquiry (LOI) to Consolidated. Letter of Inquiry from Elizabeth Y. Mumaw, Chief, Spectrum Enforcement Division, FCC Enforcement Bureau, to C. Robert Udell, President and Chief Executive Officer, Consolidated Communications, Inc. (May 27, 2022) (on file in EB-SED-22-0033792). 5. In its June 29, 2022 response to the LOI (which included an accompanying affidavit), the Company acknowledged that it is a covered 911 service provider under the Rules and admitted that it did not file the 2021 reliability certification until after PSHSB contacted the Company on November 30, 2021. Response to Letter of Inquiry from Frank Lamancusa, Morgan, Lewis & Bockius, LLP, Counsel to Consolidated Communications, Inc., to Josh Zeldis, Attorney Advisor, Spectrum Enforcement Division, FCC Enforcement Bureau (June 29, 2022) (on file in EB-SED-22-00033792) at 5. As Consolidated explained, under penalty of perjury, multiple responsibility changes within the Company caused the failure to file the 2021 reliability certification before the October 15 deadline, and the Company has taken steps, including creating a reporting reminder in its regulatory tracking system for the annual filing deadline and designating specific regulatory reporting personnel, to make sure that it timely files the certification in the future. Consolidated understands that personnel changes do not excuse it from its obligation to file reliability certifications by the October 15 deadline. To settle this matter, Consolidated and the Bureau enter into this Consent Decree and agree to the following terms and conditions: III. TERMS OF AGREEMENT 6. Adopting Order. The provisions of this Consent Decree shall be incorporated by the Bureau in an Adopting Order. 7. Jurisdiction. Consolidated 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. 8. Effective Date; Violations. The Parties agree that this Consent Decree shall become effective on the Effective Date as defined herein. As of the Effective Date, the Parties agree that this Consent Decree shall have the same force and effect as any other order of the Commission. 9. 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 the Investigation. In consideration for the termination of the Investigation, Consolidated agrees to the terms, conditions, and procedures contained herein. The Bureau further agrees that, in the absence of new material evidence, it will not use the facts developed in the Investigation through the Effective Date, or the existence of this Consent Decree, to institute any new proceeding on its own motion against Consolidated concerning the matters that were the subject of the Investigation, or to set for hearing the question of Consolidated’s basic qualifications to be a Commission licensee or hold Commission licenses or authorizations based on the matters that were the subject of the Investigation. See 47 CFR § 1.93(b). 10. Admission of Liability. Consolidated admits for the purpose of this Consent Decree and for Commission civil enforcement purposes, and in express reliance on the provisions of paragraph 9 herein, that its actions outlined in paragraphs 4 - 5 herein violated the 911 Rules. 11. Compliance Officer. Within thirty (30) calendar days after the Effective Date, Consolidated shall designate, and shall subsequently maintain for the term of the Consent Decree, a senior corporate manager with the requisite corporate and organizational authority to serve as a Compliance Officer and to discharge the duties set forth below. The person designated as the Compliance Officer, and any successor designee, shall be responsible for developing, implementing, and administering the Compliance Plan and ensuring that Consolidated complies with the terms and conditions of the Compliance Plan and this Consent Decree. In addition to the general knowledge of the Communications Laws necessary to discharge his or her duties under this Consent Decree, the Compliance Officer shall have specific knowledge of the 911 Rules prior to assuming his/her duties. 12. Compliance Plan. For purposes of settling the matters set forth herein, Consolidated agrees that it shall, within sixty (60) calendar days after the Effective Date, develop and implement a Compliance Plan designed to ensure future compliance with the Communications Laws and with the terms and conditions of this Consent Decree. With respect to the 911 Rules, Consolidated will implement, at a minimum, the following procedures: (a) Operating Procedures. Within thirty (30) calendar days after the Effective Date, the Company shall establish Operating Procedures that all Covered Employees must follow to help ensure the Company’s compliance with the 911 Rules. The Company’s Operating Procedures shall include internal procedures and policies specifically designed to ensure that the Company timely files required annual 911 reliability certifications and shall include procedures to ensure that the Company timely files its annual 911 reliability certifications, notwithstanding any unexpected or planned termination of the employment of the Covered Employee ordinarily responsible for such filings. The Company shall also develop a Compliance Checklist that describes the steps that a Covered Employee must follow to ensure compliance with the 911 Rules. (b) Compliance Manual. Within sixty (60) calendar days after the Effective Date, the Compliance Officer shall develop and distribute a Compliance Manual to all Covered Employees. The Compliance Manual shall explain the 911 Rules and set forth the Operating Procedures that Covered Employees shall follow to help ensure the Company’s compliance with the 911 Rules. The Company shall periodically review and revise the Compliance Manual as necessary to ensure that the information set forth therein remains current and complete. The Company shall distribute any revisions to the Compliance Manual promptly to all Covered Employees. (c) Compliance Training Program. The Company shall establish and implement a Compliance Training Program on compliance with the 911 Rules and the Operating Procedures. The Compliance Training Program shall address, at a minimum: (i) the annual 911 reliability certification rules; (ii) required best practices to be followed throughout the year and reported on the annual 911 reliability certification, including circuit auditing, backup power, and network monitoring; 47 CFR § 9.19(c)(1)-(3). (iii) any alternative measures that are or will be reported on the annual 911 reliability certification; 47 CFR § 9.19(b). (iv) any explanation as to why a requirement that is or will be reported on the annual 911 reliability certification does not apply; 47 CFR § 9.19(c)(1)(ii)(B), (c)(2)(ii)(B), (c)(3)(ii)(B). and (v) the potential regulatory consequences of failing to properly file the annual 911 reliability certification. As part of the Compliance Training Program, Covered Employees shall be advised of the Company’s obligation to report any noncompliance with the 911 Rules under paragraph 13 of this Consent Decree and shall be instructed on how to disclose noncompliance to the Compliance Officer. All Covered Employees shall be trained pursuant to the Compliance Training Program within sixty (60) calendar days after the Effective Date, except that any person who becomes a Covered Employee at any time after the initial Compliance Training Program shall be trained within thirty (30) calendar days after such person becomes a Covered Employee. The Company shall repeat compliance training on an annual basis and shall periodically review and revise the Compliance Training Program as necessary to ensure that it remains current and complete and to enhance its effectiveness. 13. Reporting Noncompliance. Consolidated shall report any noncompliance with the 911 Rules and with the terms and conditions of this Consent Decree within fifteen (15) calendar days after discovery of such noncompliance. Such reports shall include a detailed explanation of: (i) each instance of noncompliance; (ii) the steps that Consolidated has taken or will take to remedy such noncompliance; (iii) the schedule on which such remedial actions will be taken; and (iv) the steps that Consolidated has taken or will take to prevent the recurrence of any such noncompliance. All reports of noncompliance shall be electronically submitted to Josh.Zeldis@fcc.gov, with a copy submitted electronically to EB-SED-Response@fcc.gov. 14. Compliance Reports. Consolidated shall file compliance reports with the Commission ninety (90) calendar days after the Effective Date, twelve (12) months after the Effective Date, twenty-four (24) months after the Effective Date, and thirty-six (36) months after the Effective Date. (a) Each Compliance Report shall include a detailed description of Consolidated’s efforts during the relevant period to comply with the terms and conditions of this Consent Decree and the 911 Rules. In addition, each Compliance Report shall include a certification by the Compliance Officer, as an agent of and on behalf of Consolidated, stating that the Compliance Officer has personal knowledge that Consolidated: (i) has established and implemented the Compliance Plan; (ii) has utilized the Operating Procedures since the implementation of the Compliance Plan; and (iii) is not aware of any instances of noncompliance with the terms and conditions of this Consent Decree, including the reporting obligations set forth in paragraph 13 of this Consent Decree. (b) The Compliance Officer’s certification shall be accompanied by a statement explaining the basis for such certification and shall comply with section 1.16 of the Rules and be subscribed to as true under penalty of perjury in substantially the form set forth therein. 47 CFR § 1.16. (c) If the Compliance Officer cannot provide the requisite certification, the Compliance Officer, as an agent of and on behalf of Consolidated, shall provide the Commission with a detailed explanation of the reason(s) why and describe fully: (i) each instance of noncompliance; (ii) the steps that Consolidated has taken or will take to remedy such noncompliance, including the schedule on which proposed remedial actions will be taken; and (iii) the steps that Consolidated has taken or will take to prevent the recurrence of any such noncompliance, including the schedule on which such preventive action will be taken. (d) All Compliance Reports shall be electronically submitted to Josh.Zeldis@fcc.gov with a copy submitted electronically to EB-SED-Response@fcc.gov. 15. Termination Date. Unless stated otherwise, the requirements set forth in paragraphs 11 through 14 of this Consent Decree shall expire thirty-six (36) months after the Effective Date. 16. 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 47 U.S.C. § 208. against Consolidated 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 Consolidated with the Communications Laws. 17. Civil Penalty. Consolidated will pay a civil penalty to the United States Treasury in the amount of three thousand five hundred dollars ($3,500) within thirty (30) calendar days of the Effective Date. Consolidated acknowledges and agrees that upon execution of this Consent Decree, the Civil Penalty shall become a “Claim” or “Debt” as defined in 31 U.S.C. § 3701(b)(1). Debt Collection Improvement Act of 1996, Pub. L. No. 104-134, 110 Stat. 1321, 1358 (Apr. 26, 1996). Upon an Event of Default, all procedures for collection as permitted by law may, at the Commission’s discretion, be initiated. Consolidated shall send electronic notification of payment to Josh.Zeldis@fcc.gov and EB-SED-Response@fcc.gov on the date said payment is made. Payment of the Civil Penalty must be made by credit card using the Commission’s Registration System (CORES) at https://apps.fcc.gov/cores/userLogin.do, ACH (Automated Clearing House) debit from a bank account, or by wire transfer from a bank account.  The Commission no longer accepts Civil Penalty payments by check or money order.  Below are instructions that payors should follow based on the form of payment selected: For questions regarding payment procedures, please contact the Financial Operations Group Help Desk by phone at 1-877-480-3201 (option #1). · Payment by wire transfer must be made to ABA Number 021030004, receiving bank TREAS/NYC, and Account Number 27000001. In the OBI field, enter the FRN(s) captioned above and the letters “FORF”.  In addition, a completed Form 159 FCC Form 159 is accessible at https://www.fcc.gov/licensing-databases/fees/fcc-remittance-advice-form-159. or printed CORES form Information completed using the Commission’s Registration System (CORES) does not require the submission of an FCC Form 159. CORES is accessible at https://apps.fcc.gov/cores/userLogin.do. must be faxed to the Federal Communications Commission at 202-418-2843 or e-mailed to RROGWireFaxes@fcc.gov on the same business day the wire transfer is initiated.  Failure to provide all required information in Form 159 or CORES may result in payment not being recognized as having been received.  When completing FCC Form 159 or CORES, enter the Account Number in block number 23A (call sign/other ID), enter the letters “FORF” in block number 24A (payment type code), and enter in block number 11 the FRN(s) captioned above (Payor FRN). Instructions for completing the form may be obtained at http://www.fcc.gov/Forms/Form159/159.pdf.   For additional detail and wire transfer instructions, go to https://www.fcc.gov/licensing-databases/fees/wire-transfer.  · Payment by credit card must be made by using CORES at https://apps.fcc.gov/cores/userLogin.do. To pay by credit card, log-in using the FCC Username associated to the FRN captioned above.  If payment must be split across FRNs, complete this process for each FRN.  Next, select “Manage Existing FRNs | FRN Financial | Bills & Fees” from the CORES Menu, then select FRN Financial and the view/make payments option next to the FRN. Select the “Open Bills” tab and find the bill number associated with the CD Acct. No. The bill number is the  CD Acct. No. with the first two digits excluded (e.g., CD 1912345678 would be associated with FCC Bill Number 12345678). After selecting the bill for payment, choose the “Pay by Credit Card” option.  Please note that there is a $24,999.99 limit on credit card transactions. · Payment by ACH must be made by using CORES at https://apps.fcc.gov/cores/userLogin.do.  To pay by ACH, log in using the FCC Username associated to the FRN captioned above.  If payment must be split across FRNs, complete this process for each FRN.  Next, select “Manage Existing FRNs | FRN Financial | Bills & Fees” on the CORES Menu, then select FRN Financial and the view/make payments option next to the FRN. Select the “Open Bills” tab and find the bill number associated with the CD Acct. No. The bill number is the CD Acct. No. with the first two digits excluded (e.g., CD 1912345678 would be associated with FCC Bill Number 12345678). Finally, choose the “Pay from Bank Account” option.  Please contact the appropriate financial institution to confirm the correct Routing Number and the correct account number from which payment will be made and verify with that financial institution that the designated account has authorization to accept ACH transactions. 18. Event of Default. Consolidated agrees that an Event of Default shall occur upon the failure by Consolidated to pay the full amount of the Civil Penalty on or before the due date specified in this Consent Decree. 19. Interest, Charges for Collection, and Acceleration of Maturity Date. After an Event of Default has occurred under this Consent Decree, the then unpaid amount of the Civil Penalty shall accrue interest, computed using the U.S. Prime Rate in effect on the date of the Event of Default plus 4.75%, from the date of the Event of Default until payment in full. Upon an Event of Default, the then unpaid amount of the Civil Penalty, together with interest, any penalties permitted and/or required by the law, including but not limited to 31 U.S.C. § 3717 and administrative charges, plus the costs of collection, litigation, and attorneys’ fees, shall become immediately due and payable, without notice, presentment, demand, protest, or notice of protest of any kind, all of which are waived by Consolidated. 20. Waivers. As of the Effective Date, Consolidated 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. Consolidated 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 Consent Decree or the Adopting Order, neither Consolidated nor the Commission shall contest the validity of the Consent Decree or the Adopting Order, and Consolidated shall waive any statutory right to a trial de novo. Consolidated hereby agrees to waive any claims it may otherwise have under the Equal Access to Justice Act See 5 U.S.C. § 504; 47 CFR §§ 1.1501–1.1530. relating to the matters addressed in this Consent Decree. 21. Severability. The Parties agree that if any of the provisions of the Consent Decree shall be held unenforceable by any court of competent jurisdiction, such unenforceability shall not render unenforceable the entire Consent Decree, but rather the entire Consent Decree shall be construed as if not containing the particular unenforceable provision or provisions, and the rights and obligations of the Parties shall be construed and enforced accordingly. 22. Invalidity. In the event that this Consent Decree in its entirety 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. 23. 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 Consolidated does not expressly consent) that provision will be superseded by such Rule or order. 24. Successors and Assigns. Consolidated agrees that the provisions of this Consent Decree shall be binding on its successors, assigns, and transferees. 25. Final Settlement. The Parties agree and acknowledge that this Consent Decree shall constitute a final settlement between the Parties with respect to the Investigation. 26. Modifications. This Consent Decree cannot be modified without the advance written consent of both Parties. 27. 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. 28. Authorized Representative. Each Party represents and warrants to the other that it has full power and authority to enter into this Consent Decree. Each person signing this Consent Decree on behalf of a Party hereby represents that he or she is fully authorized by the Party to execute this Consent Decree and to bind the Party to its terms and conditions. 29. Counterparts. This Consent Decree may be signed in counterpart (including electronically or by facsimile). Each counterpart, when executed and delivered, shall be an original, and all of the counterparts together shall constitute one and the same fully executed instrument. ________________________________ Loyaan A. Egal Acting Chief Enforcement Bureau ________________________________ Date ________________________________ Michael J. Shultz Senior Vice President – Regulatory & Public Policy Consolidated Communications, Inc. ________________________________ Date