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EXHIBIT 10.17
AMENDMENT
TO
QWEST COMMUNICATIONS CORPORATION
TELECOMMUNICATIONS SERVICES AGREEMENT
This AMENDMENT, dated as of July 29, 1999 (the "AMENDMENT"), to QWEST
COMMUNICATIONS CORPORATION TELECOMMUNICATIONS SERVICES AGREEMENT, dated as of
March 11, 1999, (the "AGREEMENT"), is entered into by and between Qwest
Communications Corporation ("QWEST") and Advanced TelCom Group, Inc. ("ATG").
RECITAL
A. Subject to the terms and conditions of this Amendment, Qwest and ATG
have agreed to amend the Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrowers and Lender hereby agree as follows:
1. Definitions; Interpretation. Unless otherwise defined herein, all
capitalized terms used herein and defined in the Agreement shall have the
respective meanings given to those terms in the Agreement. Other rules of
construction set forth in the Agreement, to the extent not inconsistent with
this Amendment, apply to this Amendment and are hereby incorporated by
reference.
2. Amendment to the Agreement. Qwest and ATG hereby agree as follows:
(a) Section 12 of the Agreement is hereby amended by adding a new
Section 12.3, to read as follows:
"Customer shall have the right, without Qwest's consent, to grant
a security interest in this Service Agreement, in whole or in part (i) as
collateral to any institutional lender to Customer (or institutional lender to
any permitted transferee or assignee of Customer); provided, however, that such
permitted grant of a security interest does not constitute a waiver of any of
the assignment rights and obligations described above, and any attempted
assignment to such institutional lender or attempted transfer or assignment to
any other third party by such institutional lender in connection with any right
of enforcement or foreclosure with respect to such security interest remains
subject to the requirements of Section 12.1 and Section 12.2 above; provided
further that promptly following any such grant of security interest, Customer
shall give Qwest written notice identifying such institutional lender.
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3. Effect of Amendment. On and after the date hereof, each reference to the
Agreement in the Agreement or in any other document shall mean the Agreement as
amended by this Amendment.
4. Full Force and Effect. Except as amended above, the Agreement remains in
full force and effect.
5. Headings. Headings in this Amendment are for convenience of reference
only and are not part of the substance hereof.
6. Counterparts. This Amendment may be executed in any number of identical
counterparts, any set of which signed by all of the parties hereto shall be
deemed to constitute a complete, executed original for all purposes.
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IN WITNESS WHEREOF, Each party has caused this Amendment to be executed as
of the day and year first above written.
QWEST COMMUNICATIONS CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President, Wholesale Markets
ADVANCED TELCOM GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Officer and President
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QWEST COMMUNICATIONS CORPORATION
TELECOMMUNICATIONS SERVICES AGREEMENT
This Telecommunications Services Agreement is entered into as of March
11, 1999 (the "Effective Date"), by and between Qwest Communications
Corporation, a Delaware corporation ("Qwest") and Advanced TelCom Group,
Inc., a Delaware corporation ("Customer").
1. INCORPORATION OF DOCUMENTS AND CONTROLLING PROVISIONS:
1.1 This Service Agreement, together with (a) Service Orders (as defined in
Section 2.1 of this Service Agreement) accepted by Qwest pursuant to the
terms hereof, and (b) schedules and exhibits incorporated herein by
reference ("Exhibits"), shall be referred to collectively herein as this
"TSA" or this "Agreement". In the event of any conflict between the
provisions of this TSA and the terms of any Service Order(s) and/or
Exhibit(s), the conflict shall be resolved by reference to said
documents in the following order of priority of interpretation (except
as is otherwise specifically provided in this TSA or in any Exhibits):
(a) this TSA; (b) any Exhibit(s), with reference to the same in order of
attachment to this TSA; and (c) any Service Order(s). Notwithstanding
the foregoing, no provision or term of any Service Order or Exhibit
shall be a part of this TSA or binding on Qwest unless and until such
Service Order or document has been executed by an authorized
representative of Qwest.
1.2 If any provision of this TSA conflicts with any statute, rule or order
of any governmental unit or regulatory body, or tariff filed by Qwest,
then, if required by law, this TSA shall remain in effect but shall be
automatically modified by such conflicting law, statute, rule, order or
tariff, subject to the termination rights granted herein.
2. SERVICES TO BE PROVIDED BY QWEST:
2.1 Services and Facilities available from Qwest are identified in the
service and pricing Exhibit(s) attached hereto, which are incorporated
by this reference. Services or Facilities requested by Customer shall be
requested on Qwest's service order forms in effect from time to time
(hereafter, any such order is a "Service Order(s)"). Each Service Order
shall become a part of this TSA when executed by a duly authorized
representative of Qwest. Qwest reserves the right to reject any Service
Order.
2.2 Upon acceptance by Qwest of a Service Order, and during the Term (as
defined in Section 4 of this TSA), Qwest shall provide to Customer those
Services or Facilities (as defined in the attached Exhibits) identified
in the Service Order.
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3. OBLIGATIONS OF CUSTOMER:
3.1 During the Term of this TSA, Customer shall perform those duties
outlined in the attached Exhibits, in addition to those described herein
and in any Service Order(s).
3.2 Customer shall have sole responsibility for installation, testing and
operation of facilities, services and equipment other than those
Services or Facilities specifically provided by Qwest under this TSA
(the "Customer Facilities").
3.3 Customer shall fully comply with all laws, regulations and authorities
including, but not limited to, those outlined in Section 9 of this TSA.
4. TERM:
4.1 This TSA shall be effective between the parties as of the date first
written hereon. The initial term (the "INITIAL TERM") of this TSA shall
expire seven (7) years from the date of execution hereof unless either
party earlier terminates this TSA in the manner provided herein.
4.2 Upon the expiration of the Initial Term, if Customer is not then in
default hereunder, the term of this TSA shall be renewed automatically
on a month-to-month basis ("Renewal Term") unless an Amendment is
executed by the parties extending the Renewal Term, or either party
terminates this TSA in the manner provided herein.
4.3 The Initial Term and Renewal Term are sometimes referred to together
herein as the "Term".
4.4 Notwithstanding anything to the contrary in this Section 4, if the
Facility Minimum Service Term (as defined in Section 4.2 of Exhibit A)
for any Facility extends beyond the expiration of the Term of this TSA,
this TSA shall remain in effect until the expiration or termination of
the applicable Facility Minimum Service Term, but only as to such
Facility so affected, and subject to the termination rights of Qwest and
Customer under Section 8 of this TSA.
5. CHARGES AND PAYMENT:
5.1 Charges for Services and Facilities shall be determined in accordance
with the Service and Pricing Exhibit(s).
5.2 Switched services charges shall be invoiced by Qwest on a monthly basis
in arrears.
5.3 Recurring charges for private line Facilities shall be invoiced by Qwest
on a monthly basis
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in advance and non-recurring charges shall be invoiced in arrears. If
the Start of Service Date (as defined in Section 2.1 of Exhibit A) for
any Facility falls on a day other than the first day of any month, the
first invoice to Customer shall consist of: (1) the pro-rata portion of
the applicable monthly charge covering the period from the Start of
Service Date to the first day of the subsequent month, and (2) the
monthly charge for the following month.
5.4 Customer shall make all payments due hereunder within thirty (30) days
of the date of invoice. If any amount due under this TSA is not received
by the due date, in addition to other remedies available hereunder,
Qwest may in its sole discretion: (a) impose a late payment charge of
the lower of [*] per month or the highest rate legally permissible (such
late charge shall be payable upon demand by Qwest); and/or (b) require
the prepayment of up to [*] of recurring charges as a condition of the
continued availability of the Services or Facilities, which prepayment
shall be held and applied against [*] of charges hereunder prior to
termination of this TSA. Notwithstanding anything in this TSA to the
contrary, no payment due hereunder is subject to reduction, set-off or
adjustment of any nature by Customer, except as is specifically provided
in Section 5 of the Service and Pricing Exhibit regarding Outage
Credits. In no event shall the malfunction or non-operation of
Customer's Interconnection Facilities (including local access when
Customer is responsible therefor) relieve Customer of its obligation to
pay for the Facilities.
5.5 All disputes or requests for billing adjustments must be submitted in
writing and submitted with payment of undisputed amounts due. Any
amounts which are determined by Qwest to be in error or not in
compliance with this TSA shall be adjusted on the next month's invoice.
Any disputed amounts which are deemed by the parties to be correct as
billed and in compliance with this TSA, shall be due and payable by
Customer, upon notification and demand by Qwest, along with any late
payment charges which Qwest may impose pursuant to Section 5.3 above.
Disputed amounts unresolved by the parties within [*] of written
submission by Customer may be submitted to binding arbitration in
accordance with the terms of Article 16 below. Disputes shall not be
cause for Customer to delay payment of the undisputed balance to Qwest
according to the terms outlined in Section 5.3 above.
5.6 Invoices submitted to Customer by Qwest shall conform to Qwest's
standard billing format and content, as modified by Qwest from time to
time.
5.7 Any applicable federal, state, or local taxes, and all use, sales,
commercial, gross receipts, privilege or other similar taxes or license
fees, whether charged to or against Qwest or Customer, with respect to
the Services or Facilities provided by Qwest, as well as any other
imposition by any governmental authority which has the effect of
increasing Qwest's
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cost of providing the Services or Facilities, shall be payable by
Customer in addition to the other charges set forth in this TSA.
6. EVENTS OF DEFAULT:
6.1 A "Default" shall occur if: (a) Customer fails to make any payment of
undisputed charges required to be made by it under this TSA and any such
failure remains uncorrected for thirty (30) days after the date such
payment was due or as allowed for in Section 5.5 herein; (b) either
party fails to perform or observe any material term or obligation (other
than making payment) contained in this TSA, and any such failure remains
uncorrected for thirty (30) calendar days after written notice from the
non-defaulting party informing the defaulting party of such failure
(except for a Default by Customer under Section 9.2 of this TSA, which
shall require no advance written notice); (c) Customer breaches its
obligations to Qwest in any other agreement, including but not limited
to, agreements for switched services or any collocation agreements; or
(d) there is an Adverse Material Change (as defined in Section 6.2 of
this TSA) in Customer's creditworthiness.
6.2 For purposes of Section 6.1 of this TSA, an Adverse Material Change in
Customer's creditworthiness shall include, but not be limited to: (a)
failure of Customer to make full payment of charges due hereunder on or
before the date due on three (3) or more occasions during any period of
twelve (12) months, or Customer's failure to make such payment on or
before the date due in any two (2) consecutive months; (b) acquisition
of Customer (whether in whole or by majority or controlling interest) by
an entity which is insolvent, which is subject to bankruptcy or
insolvency proceedings, which owes past due amounts to Qwest or any
entity affiliated with Qwest, or which presents a materially greater
credit risk than Customer; or (c) Customer's being subject to or having
filed for bankruptcy or insolvency proceedings, or the legal insolvency
of Customer.
6.3 Notwithstanding Section 6.1 of this TSA, the failure of any particular
Facility or reasonable number of Facilities to comply with the
Specifications (as that term is defined in Section 2.1 of Exhibit A)
shall not be deemed a Default by Qwest, but may obligate Qwest to
provide Customer with Outage Credits, as provided in Section 5 of
Exhibit A.
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7. REMEDIES FOLLOWING DEFAULT:
7.1 If Customer is in Default, Qwest may, in addition to any other remedies
it has under this TSA or under the law: (a) suspend its performance
under this TSA without the requirement of any further notice to
Customer, until Customer has remedied all breaches of this TSA and paid
in full all charges then due, including any late fees specified herein
plus, at Qwest's option, the prepayment of [*] recurring charges (as
applied to Services Ordered), as is specified in Section 5.3 of this
TSA; (b) condition provision of Services or Facilities or acceptance of
a Service Order on Customer's assurance of payment and compliance with
this TSA, which may be in the form of a deposit or such other means as
is required by Qwest to establish assurance of payment and compliance;
or (c) terminate this TSA by providing written notice to Customer in the
manner provided in Section 8.2 of this TSA.
7.2 If Qwest is in Default, Customer may, in addition to any other remedies
it has under this TSA or under the law, terminate this TSA in the manner
provided for in Section 8.1 of this TSA.
8. TERMINATION:
8.1 Customer may terminate this entire TSA: (a) upon written notice to
Qwest, if Qwest is in Default (as provided in Section 7.2 of this TSA);
(b) upon thirty (30) days prior written notice, if any material rate or
term contained herein and relevant to the affected Services or
Facilities is materially changed by order of the highest court of
competent jurisdiction to which the matter is appealed, the Federal
Communications Commission, or other local, state or federal government
authority; (c) upon thirty (30) days prior written notice, with or
without cause, following the expiration of the Initial Term; (d) in
accordance with Section 3.2 of Exhibit A attached hereto and Section 9.1
of Exhibit B attached hereto (e) in accordance with Section 1.3 and
Section 3 of Exhibit D attached hereto.
8.2 Qwest may terminate this TSA: (a) effective upon written notice to
Customer, if Customer is in Default (as provided in Section 7.1 of this
TSA); (b) effective upon thirty (30) days prior written notice, with or
without cause, following the expiration of the Initial Term; or (c)
effective immediately and without any advance written notice: (i) if
Qwest does not maintain or loses any required regulatory or other
governmental authorizations to provide the Services or Facilities (as
described in Section 9.1 of this TSA); (ii) following a Default by
Customer under Section 9.2 of this TSA; or (iii) if Customer makes a
transfer or assignment under Section 12of this TSA.
8.3 Customer may terminate the affected portion or portions of a private
line Service Order or Service Orders without penalty upon ten (10)
calendar days prior written notice following
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failure of performance, in the manner and subject to Section 10.2 of
this TSA or Section 1.3 of Exhibit A.
8.4 Subject to Section 3 of Exhibit D, in the event of a termination of this
TSA by either Customer or Qwest for reasons other than due to a Customer
Default, all existing services being provided shall continue without
interruption for the time period specified in the applicable Service
Order, but no additional Service Orders shall be submitted or accepted.
For services which continue after a termination of the TSA, pricing
shall be at the rates specified in this TSA and the applicable Service
Order unless the termination is pursuant to subparagraphs 8.2(a) or
8.2(c)(ii), in which case the pricing shall revert to retail or standard
discount pricing.
9. GOVERNMENTAL AUTHORITY:
9.1 Customer acknowledges that the obligation of Qwest to provide the
Facilities to Customer is subject to the receipt by Qwest of any
required regulatory or other governmental authorizations. This TSA may
be superseded by a tariff filed with the appropriate regulatory agency,
which tariff may contain such modifications of the provisions of this
TSA as Qwest deems appropriate, all of which shall become automatically
binding on Customer. Qwest reserves the right to terminate this TSA
pursuant to Section 8.2 of this TSA if at any time Qwest does not have
or loses the required regulatory or other governmental authorizations to
provide the Services or Facilities.
9.2 Customer represents and warrants that: (A) Customer has received all
necessary permits, licenses, approvals, grants, and charters of
whatsoever kind necessary to carry out the business in which Customer is
engaged; and (B) Customer has complied and does comply with all laws,
regulations, orders, and statutes which may be applicable to Customer,
whether local, State or Federal. From the date of this TSA until the
termination hereof, Customer agrees to operate in accordance with and to
maintain current all such certifications, permits, licenses, approvals,
grants, charters, and to comply with all applicable laws, regulations,
orders and statutes, whether local, State or Federal. A breach by
Customer of any of the representations, warranties or covenants of this
Section 9.2 shall be deemed a Default hereunder, and shall allow Qwest
to terminate this TSA in the manner described in Section 8.2 of this
TSA.
10. FORCE MAJEURE:
10.1 Except as is provided in Section 10.2 below, neither party to this TSA
shall be liable for any failure of performance hereunder due to causes
beyond its reasonable control, including, but not limited to: acts of
God, fire, explosion, vandalism, fiber optic cable cut, storm, extreme
temperatures or other similar catastrophes; any law, order, regulation,
direction, action or request of the United States government, or of any
other government,
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including state and local governments having jurisdiction over either of
the parties, or of any department, agency, commission, court, bureau,
corporation or other instrumentality of any one or more said
governments, or of any civil or military authority; national
emergencies, insurrections, riots, wars, or strikes, lock-outs, work
stoppages or other labor difficulties; actions or inactions of a third
party provider or operator of facilities employed in provision of the
Services or Facilities; or any other conditions or circumstances beyond
the reasonable control of the party which impede or affect the Services
or Facilities or the transmission of telecommunications services.
10.2 If any failure of performance on the part of Qwest described in Section
10.1 of this TSA related to a Service Order for a private line Facility
shall be: (a) for thirty (30) calendar days or less, then this TSA shall
remain in effect, but Customer shall be relieved of its obligation to
pay for that portion of the Facilities affected for the period of such
failure of performance; or (b) for more than thirty (30) days, then
Customer may terminate only that portion of any Service Order or Service
Orders related to the Facilities so affected, by written notice to
Qwest, in accordance with Section 8.3 of this TSA.
10.3 If private line Facilities are unavailable to Customer as a result of
any events described in Section 10.1, Customer may be entitled to an
Outage Credit under Section 5 of Exhibit A.
11. INDEMNIFICATION:
11.1 Customer shall indemnify and hold harmless Qwest (and Qwest's
affiliates, officers, directors and employees; hereafter, "Qwest's
Affiliates"), and any third party provider or operator of services
employed by Qwest and/or Qwest's Affiliates in the provision of the
Services or Facilities, from and against, and shall reimburse Qwest
and/or Qwest's Affiliates for, any and all losses, liabilities,
deficiencies, claims and expenses (including, but not limited to, costs
of defense and reasonable attorneys' fees) incurred by Qwest and/or
Qwest's Affiliates and arising from or in connection with: (a) any
breach of any covenant or agreement of Customer contained in this TSA;
(b) any misrepresentation or breach of any of the representations and
warranties of Customer contained in this TSA; or (c) any claims which
may be asserted by parties other than Customer who have use of or access
to the Services or Facilities through Customer.
11.2 Customer shall indemnify and hold harmless Qwest and Qwest's Affiliates
and any third party provider or operator of facilities employed by Qwest
and/or Qwest's Affiliates in the provision of the Services) from and
against, and shall reimburse Qwest and/or Qwest's Affiliates for, any
and all losses, liabilities, deficiencies, claims and expenses
(including, but not limited to, costs of defense and reasonable
attorneys' fees) incurred by Qwest, arising from unauthorized calls of
any nature which may comprise a portion of the Services, to the extent
that the call(s) in question are or were unauthorized (or had been at
the time of the call) by an end user of the Services through Customer's
distribution channels.
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Customer shall not be excused from paying Qwest for Services provided to
Customer or any portion thereof on the basis that unauthorized calls
comprised a corresponding portion of the Services. If Qwest discovers
unauthorized calls being made (or reasonably believes that unauthorized
calls are being made), nothing contained herein shall prohibit Qwest
from taking immediate action (without notice to Customer) that is
reasonably necessary to prevent such unauthorized calls from being made,
including without limitation, denying Services to particular ANIs or
terminating Services to or from specific locations.
11.3 Qwest shall indemnify and hold harmless Customer (and Customer's
affiliates, officers, directors and employees; hereafter, "Customer's
Affiliates"), and any third party provider or operator of services used
by Qwest in the provision of the Services or Facilities, from and
against any and all losses, liabilities, deficiencies, claims and
expenses (including, but not limited to, costs of defense and reasonable
attorney's fees) incurred by Customer and/or Customer's Affiliates and
arising from or in connection with: (a) any breach of any covenant or
agreement of Qwest contained in this TSA; (b) any misrepresentation or
breach of any of the representations and warranties of Qwest contained
in this TSA; or (c) the gross negligence or willful misconduct of Qwest.
12. ASSIGNMENT:
12.1 Neither party may transfer, assign, or otherwise in any manner encumber
this Agreement and its rights and obligations hereunder without the
prior written consent of the other party, which consent shall not be
unreasonable withheld.
12.2 Notwithstanding the provisions of Section 12.1 to the contrary, either
party may assign this Agreement to any parent, subsidiary or affiliate
of the other party, including any transfers incident to an acquisition
or change of control of either party, provided, however, that in the
case of Customer: (i) such transfer or assignment does not cause an
Adverse Material Change in Customer's creditworthiness as described in
Section 6.2 herein; or (ii) Customer fails to comply with the provisions
of Section 9 herein as a result of such transfer or assignment
("Permitted Assignment"). In the event that Customer makes a Permitted
Assignment during the Term of this Agreement, Qwest may, in its sole
discretion, terminate this Agreement and Customer shall not be
responsible for any Termination Charge (as defined in Section 3 of
Exhibit D). For purposes of this Section 12.2, "subsidiary or affiliate"
shall mean any entity that is controlled directly or indirectly by
either party through the ownership or control of more than 50% of the
equity interests in such entity.
13. TITLE:
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13.1 Customer expressly disclaims any right, title, perpetual right of use or
any other interest in or to any equipment or property used or supplied
by Qwest under this TSA.
14. WARRANTIES AND LIMITATION OF LIABILITY:
14.1 Qwest warrants that the Services or Facilities shall be provided to
Customer and shall operate in accordance with prevailing
telecommunications industry standards (hereinafter "Technical
Standards"). If Qwest determines that the Services or Facilities are not
being provided in accordance with the Technical Standards (hereinafter,
a "Defect" or "Defects"), Qwest shall use reasonable efforts under the
circumstances to conform the Services or Facilities to the Technical
Standards.
14.2 THE WARRANTIES CONTAINED IN SECTION 14.1 OF THIS AGREEMENT ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. QWEST HEREBY
SPECIFICALLY DISCLAIMS ANY LIABILITY TO CUSTOMER FOR INTERRUPTIONS
AFFECTING THE FACILITIES FURNISHED HEREUNDER WHICH ARE ATTRIBUTABLE TO
CUSTOMER'S INTERCONNECTION FACILITIES (AS DEFINED IN SECTION 1.5 OF THE
SERVICE AND PRICING EXHIBIT(S)) OR TO CUSTOMER'S EQUIPMENT FAILURES, OR
TO CUSTOMER'S BREACH OF THIS AGREEMENT.
14.3 EXCEPT FOR QWEST'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT
SHALL QWEST OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY OF ITS
AFFILIATES OR EMPLOYEES OR TO ANY THIRD PARTY FOR: (a) ANY LOSS OF
PROFIT OR REVENUE, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL,
PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, WHETHER INCURRED OR SUFFERED
AS A RESULT OF UNAVAILABILITY OF FACILITIES, PERFORMANCE,
NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER ACTION OR INACTION UNDER
THIS AGREEMENT, OR FOR ANY OTHER REASON, EVEN IF CUSTOMER ADVISES QWEST
OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (b) FOR ANY OUTAGE OR
INCORRECT OR DEFECTIVE TRANSMISSIONS, OR ANY DIRECT OR INDIRECT
CONSEQUENCES THEREOF.
14.4 EXCEPT FOR QWEST'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT,
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL THE CUMULATIVE LIABILITY OF QWEST UNDER THIS AGREEMENT EXCEED [*].
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15. NON-DISCLOSURE AND PUBLICITY:
15.1 Customer shall not disclose to any third party the terms and conditions
of this TSA without the prior written consent of Qwest. Customer shall
not use Qwest's name in publicity or press releases without obtaining
Qwest's prior written approval, which shall not be unreasonably
withheld.
16. ARBITRATION:
16.1 All disputes which involve amounts reasonably anticipated to be in
excess of Twenty-Five Thousand Dollars ($25,000.00) arising out of or
related to this TSA, shall be determined and resolved by arbitration in
Denver, Colorado, in accordance with the rules of the American
Arbitration Association ("AAA"). The arbitrators shall be appointed in
accordance with the rules then prevailing of the AAA.
16.2 The award rendered by the arbitrator(s) shall be final and binding upon
the parties hereto. Neither party shall have the right to further appeal
or redress the matters arbitrated except for the purposes of obtaining
the judgment rendered by the arbitrator(s). Judgment upon any
arbitration award may be entered and enforced in any court of competent
jurisdiction.
16.3 The parties hereto agree that a prevailing party shall be entitled to
recover all reasonable costs and expenses (including all reasonable
attorney's fees and disbursements) of such arbitration proceeding, as
well as all cost for said proceeding. Such prevailing party shall also
be entitled to reasonable attorney's fees and costs incurred in
enforcing a judgment of the arbitrators separately from and in addition
to any other amount included in such judgment. This Section 16.3 shall
be severable from the other provisions of this TSA and shall survive and
not be merged into any such judgment.
17. USE OF SERVICES OR FACILITIES:
17.1 Qwest's obligation to provide the Services or Facilities specified
herein is conditioned upon Customer not allowing the Services or
Facilities to be used for any unlawful purpose; or in violation of any
governmental regulations or authorizations as outlined in Section 8 of
this TSA.
18. MISCELLANEOUS:
18.1 Customer shall execute such other documents, provide such information
and cooperate with Qwest, all as may be reasonably required by Qwest in
connection with providing the Services or Facilities.
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18.2 Neither this TSA, nor the provision of Facilities hereunder, shall
create a partnership or joint venture between the parties or result in a
joint communications service offering to any third parties.
18.3 The failure of either party to give notice of default or to enforce or
insist upon compliance with any of the terms or conditions of this TSA
shall not constitute a waiver of any term or condition of this TSA.
18.4 Subject to Section 16 of this TSA, in the event suit is brought or an
attorney is retained by either party to enforce the terms of this TSA or
to collect any moneys due hereunder or to collect money damages for
breach hereof, the prevailing party shall be entitled to recover, in
addition to any other remedy, reimbursement for reasonable attorneys'
fees, court costs, costs of investigation and other related expenses
incurred in connection therewith.
18.5 This TSA shall be construed under the laws of the State of New York
without regard to choice of law principles.
18.6 No subsequent agreement concerning the Services or Facilities or
modification to this TSA shall be binding upon the parties unless it is
made in writing and executed by an authorized representative of each
party.
18.7 If any part of any provision of this TSA shall be invalid or
unenforceable under applicable law, said part shall be ineffective to
the extent of such invalidity only, without in any way affecting the
remaining parts of said provision or the remaining provisions of this
TSA, and Customer and Qwest agrees to negotiate with respect to any such
invalid or unenforceable part to the extent necessary to render such
part valid and enforceable.
18.8 The terms and provisions contained in this TSA that by their sense and
context are intended to survive the performance thereof by the parties
hereto shall survive the completion of performance and termination of
this TSA, including, without limitation, the making of any and all
payments due hereunder.
18.9 Words having well-known technical or trade meanings shall be so
construed.
18.10 All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be given by: (a) hand
delivery; (b) first-class registered or certified mail with postage
prepaid; (c) overnight receipted courier service; , which notice is
addressed to the party at the address set forth below, or such other
address as may hereafter be designated in writing by the party. Notices
given in accordance with this Section shall be effective upon receipt or
when receipt is refused.
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All notices to Qwest shall be addressed to:
Qwest Communications Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Attn.: Executive Vice President and General Counsel
All notices to Customer shall be addressed to:
Advance TelCom Group, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Attn.: Chairman & CEO
The addresses set forth may be changed by appropriate notice to
the other party.
18.11 This TSA comprises the complete and exclusive statement of the agreement
of the parties concerning the subject matter hereof, and supersedes all
previous statements, representations, and agreements concerning the
subject matter hereof.
DATED as of the first date above written.
Customer:
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇
-------------------------------
Title: Chairman & CEO
------------------------------
Date: 3.18.99
-------------------------------
Qwest Communications Corporation:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sr. Vice President,
Broadband Capacity
Date: 3-22-99
------------------------
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EXHIBITS
Exhibit A: Private Line Service and Pricing Exhibit to Qwest Telecommunications Services
Agreement as well as the following Schedules attached thereto:
Schedules to Exhibit A
"A-1" Technical Specifications
Exhibit B: Switched Services Service and Pricing Exhibit to Qwest Telecommunications
Services Agreement as well as the following Schedules attached thereto:
Schedules to Exhibit B
"B-1" Domestic Termination Rates
"B-2" International Termination Rates
"B-3" 800 Origination
"B-4" 800 Origination
"B-5" Switchless Reseller
"B-6" Switchless Reseller
Exhibit C: Q.i/Commerce(TM) Agreement as well as the following Schedules attached thereto:
Schedules to Exhibit C
"C-1"
Exhibit D: Revenue Commitment
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EXHIBIT A
TO
QWEST COMMUNICATIONS
TELECOMMUNICATIONS SERVICES AGREEMENT
PRIVATE LINE SERVICE AND PRICING EXHIBIT
1. QWEST SERVICES:
1.1 Telecommunications capacity and related ancillary services (the
"Facility" or "Facilities") available from Qwest are identified in this
Exhibit A. During the Term of the TSA, Qwest will provide to Customer
the Facility or Facilities requested by Customer in a Service Order
accepted by Qwest.
1.2 Upon acceptance of a Service Order, Qwest shall notify Customer of its
target date for the delivery of each Facility (the "Estimated
Availability Date"). Any Estimated Availability Date given by Qwest to
Customer shall be subject to Qwest's standard and expedited interval
guidelines, as amended by Qwest from time to time. Qwest shall use
reasonable efforts to install each such Facility on or before the
Estimated Availability Date, but the inability of Qwest to deliver a
Facility by such date shall not be a Default under the TSA. If Qwest
fails to make any Facility available within ninety (90) days after
acceptance (120 days for OC-3 or above) by Qwest of the Service Order
with respect to such Facility (or such greater time as is set forth in
the interval guidelines), Customer's sole remedy shall be to cancel the
Service Order which pertains to such Facility by ten (10) calendar days
prior written notice to Qwest, as is set forth in Section 8.3 of the TSA
and the amounts applicable to such cancelled Service Order shall count
toward the Minimum Revenue Commitment in the applicable Commitment
Period as provided in Exhibit D.
1.3 Customer acknowledges that Qwest has no ability to independently test or
maintain Facilities between two off net cities. Consequently, if Qwest
provides such Facilities, then notwithstanding anything in this TSA to
the contrary, Qwest's entire duty with respect to such Facilities shall
be to use its best efforts to test and maintain such Facilities in
accordance with Qwest's Specifications.
1.4 At each end of the city pairs (the "City Pairs") on which Customer
orders Facilities, Qwest shall provide appropriate equipment in its
terminal locations necessary to connect the Facilities to Customer's
Interconnection Facilities (as defined in Section 1.5 of this Exhibit
A). If Customer desires to install its own equipment in one or more of
Qwest's terminals,
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and Qwest, in its sole discretion, agrees to such installation, the
parties shall execute a Qwest Collocation License Agreement.
1.5 Customer agrees that Customer's Interconnection Facilities shall connect
to the Facilities provided by Qwest hereunder at the network interface
points located in the Qwest terminals and defined in the Specifications
(as defined in Section 2.1 of this Exhibit A). As used herein, the term
"Interconnection Facilities" shall mean transmission capacity provided
by Customer or its third party supplier to extend the Facilities
provided by Qwest from a Qwest terminal to any other location (e.g., a
local access telephone service provided by a local telephone company).
1.6 For DS-3 Facilities and below, Qwest shall use reasonable efforts to
order Interconnection Facilities on behalf of Customer from Customer's
designated supplier, provided that Customer furnishes Qwest with an
acceptable letter of agency. Customer shall be billed directly by the
supplier of such Interconnection Facilities, and shall hold harmless and
indemnify Qwest from any loss or liability incurred by Qwest as a result
of Qwest's ordering Interconnection Facilities from any third party.
Customer may, at its election, but subject to Qwest's prior written
approval, order its own Interconnection Facilities. If any party other
than Qwest provides Interconnection Facilities, then unavailability,
incompatibility, delay in installation, or other impairment of
Interconnection Facilities shall not excuse Customer's obligation to pay
Qwest all Rates or charges applicable to the Facilities, whether or not
such Facilities are useable by Customer. Qwest will not order
Interconnection Facilities on behalf of Customer for OC-n Facilities.
2. START OF SERVICES:
2.1 Start of service for each Facility (the "Start of Service Date") shall
begin on the date on which Customer accepts delivery of such Facility.
If Customer fails to give written notice that the Facility is in
material non-compliance with the applicable standard Qwest network
specifications, as modified from time to time by Qwest (the
"Specifications") within five (5) business days after notification to
Customer by Qwest that the Facility is available, Customer shall be
deemed to have accepted such Facility, and the Start of Service Date
shall commence as of the fifth day following such notification by Qwest.
Following notice by Customer of material non-compliance as set forth
above, Qwest shall promptly take such reasonable action as is necessary
to correct any such non-compliance in the Facility and shall, upon
correction, notify Customer of a new Start of Service Date.
2.2 Notwithstanding anything in Section 2.1 of this Exhibit A to the
contrary, Customer may delay the Start of Service Date for any Facility
for up to thirty (30) days from Qwest's
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Estimated Availability Date by written notice to Qwest at least three
(3) business days prior to any applicable Estimated Availability Date.
3. RATES:
3.1 Qwest shall provide the Facilities at the rates (the "Rates") set forth
in this Section 3 (exclusive of all sales, use, commercial or other
taxes or license fees) and as shown on the Circuit Listing attached as
Schedule A-1 to this Exhibit A. The Rates for each Facility also include
certain Monthly Recurring and Non-Recurring charges, all as defined in
this Section 3. The Non-Recurring charges will be waived for any
Facility ordered hereunder with a Facility Minimum Service Term that is
thirty-six (36) months or greater. Finally, the Rates vary depending on
whether the Facilities are DS-1 or DS-3 or OC-n. The Rates are as
follows:
(a) DS-1 FACILITIES RATES FOR IXC:
(i) BASE IXC RATES:
[*] per DS-0 V&H Mile.
(ii) DS-1 MONTHLY RECURRING CHARGES:
Minimum charge per DS-1 per month: [*]
(iii) DS-1 NON-RECURRING CHARGES:
[*] installation charge per DS-1 for all services
and equipment.
(b) DS-3 FACILITIES RATES FOR IXC:
(i) BASE IXC RATES:
[*] per DS-0 V&H Mile.
(ii) DS-3 MONTHLY RECURRING CHARGES:
Minimum charges per DS-3 per month: [*]
(iii) DS-3 NON-RECURRING CHARGES:
[*] installation charge per DS-3 for all services
and equipment.
(c) OC-n FACILITIES RATES FOR IXC:
(i) BASE IXC RATES:
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
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FACILITY RATE
-------- ----
OC-3 [*] per DS-0 V&H
Mile
OC-12 [*] per DS-0 V&H
Mile
OC-48 To be determined by
Qwest on an ICB.
(ii) OC-n MONTHLY RECURRING CHARGES:
Minimum charges per OC-n per month:
FACILITY MINIMUM MRC
-------- -----------
OC-3 [*]
OC-12 [*]
OC-48 To be determined by
Qwest on an ICB.
(iii) OC-n NON-RECURRING CHARGES:
Installation charge per OC-n for all services and
equipment:
FACILITY MINIMUM NRC
-------- -----------
OC-3 [*]
OC-12 [*]
OC-48 To be determined by
Qwest on an ICB.
(d) OTHER CHARGES:
In addition to the foregoing Facilities Rates for ▇▇-▇, ▇▇-▇ and
OC-n Facilities for IXC, Customer shall pay to Qwest the
following additional charges, as applicable, including any and
all recurring charges imposed on Qwest for the handling of calls
under this agreement:
(i) OTHER MONTHLY RECURRING CHARGES:
~ Channel Bank: each [*] per month
~ DS-1 cross-connect charges: each [*] month plus any
pass-through charges.
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
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~ DS-3 cross-connect charges: each [*]
~ Cross-connect charges: to another CAPS provider
[*] each.
~ LTR charges: charges incurred by LECs
will be passed through to
Customer to be paid by
Customer.
(ii) OTHER NON-RECURRING CHARGES:
~ Expedited Order Charges: [*] each.
~ DACs rearrangements: each [*] per
DS-1
~ Channel Bank: each [*] installation
~ DS-1 cross-connect charges: each [*] installation
plus any pass-through
charges.
~ Change of order cross-connect charges: [*] each DS-3, [*]
each DS-1
~ Pre-engineering cancellation cross-connect: [*] each DS-3, [*]
each DS-1
~ Post-engineering cancellation of cross-connect: [*] each DS-3, [*]
each DS-1
3.2 Qwest reserves the right, upon thirty (30) days prior written notice to
Customer, to modify any of the Rates or charges described in this
Exhibit A applicable to any Facility or Facilities. Upon receipt of
written notice of such election, Customer may terminate the TSA, as per
Section 8.1 thereof, or terminate the portion of the Service Order or
Service Orders which pertain to such Facility or Facilities by
delivering written notice of termination to Qwest within thirty (30)
days of the date of the written notice of increase. If written notice of
termination from Customer is not received within such thirty (30) day
period, Customer will be deemed to have consented to the increase.
4. FACILITY MINIMUM SERVICE TERM:
4.1 Customer acknowledges that the Rates and charges described in Section 3
of this Exhibit A are based on the commitment of Customer to utilize the
Facilities for a specified minimum period of time. Therefore,
notwithstanding anything in the TSA to the contrary, Customer shall be
liable for and shall pay to Qwest all Rates, fees and charges which
accrue under the TSA for each Facility for the entire Facility Minimum
Service Term (as defined in Section 4.2 of this Exhibit A) applicable to
each such Facility, regardless of
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
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whether or not Customer utilizes all or any part of such Facility during
all or any part of the Facility Minimum Service Term applicable to such
Facility, except as is set forth in Section 4.3 of this Exhibit A.
4.2 The "Facility Minimum Service Term" for each Facility is defined as
follows:
(a) Six (6) months from Start of Service Date for DS-1 Facilities.
(b) Twelve (12) months from Start of Service Date for DS-3
Facilities.
(c) Twelve (12) months from Start of Service Date for OC-3
Facilities.
(d) Thirty-six (36) months from the Start of Service Date for OC-12
or above Facilities.
4.3 Notwithstanding anything in this TSA to the contrary, Customer's
obligation to pay all rates, fees and charges which accrue under this
TSA for each Facility for the entire Facility Minimum Service Term
applicable to each such Facility shall terminate, as to each such
Facility, if this TSA is terminated during the Minimum Service Term
which pertains to each such Facility: (a) by Customer, pursuant to
Sections 8.1(a) or (b) of the TSA, following a Default by Qwest or an
increase in prices; or (b) by Qwest, pursuant to Section 8.2(b) of the
TSA, if termination by Qwest during the Minimum Service Term as to the
Facility occurs other than because of a Default by Customer, or 8.2(c)
of the TSA, if Qwest terminates this TSA because Qwest loses any
required permits. Qwest recognizes that Customer's business needs may
change during the Facility Minimum Service Term. Therefore, for any
Facility ordered under this Agreement, Customer may, after the first six
(6) months of such Facility Minimum Service Term, cancel said Facility,
and order as a substitute an alternative Facility from Qwest on the
Qwest owned fiber optic network. Any such Order must be: (a) for a like
Facility Minimum Service Term (e.g., if original order was for one (1)
year, new order must be for one (1) year; (b) will be filled at Qwest's
discretion subject to network availability; and (c) for a Facility that
has greater bandwidth than the originally ordered Facility (e.g., if
original order specified a DS-3 Facility, any new order under this
Section 4.4 must request an OC-3 Facility or above).
5. OUTAGE CREDITS:
5.1 Customer acknowledges the possibility of an unscheduled, continuous
and/or interrupted period of time when a Facility or Facilities are
"unavailable" (as defined in the Specifications) (hereafter an
"Outage"). In the event of an Outage, Customer shall be entitled to a
credit (the "Outage Credit") determined according to the following
formula:
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OUTAGE CREDIT = HOURS OF OUTAGE - 2 HOURS X TOTAL MONTHLY CHARGE OF AFFECTED FACILITY
-------------------------
720 HOURS
5.2 The Outage Credit shall apply to the charges for the total mileage
between end terminals of any Facility affected by an Outage; provided,
however, that if any portion of the affected Facility remains
beneficially used or useable by Customer between any intermediate
terminals (where Customer has installed drop and insert capability) or
end terminals, the Outage Credit shall not apply to that pro-rata
portion of the mileage. The length of each Outage shall be calculated in
hours and shall include fractional portions thereof. An Outage shall be
deemed to have commenced upon verifiable notification thereof by
Customer to Qwest, or, when indicated by network control information
actually known to Qwest network personnel, whichever is earlier. Each
Outage shall be deemed to terminate upon restoration of the affected
Facility as evidenced by appropriate network tests by Qwest. Qwest shall
give notice to Customer of any scheduled outage as early as is
practicable, and a scheduled outage shall under no circumstance be
viewed as an Outage hereunder.
5.3 Outage Credits shall not be granted if the malfunction of any end-to-end
circuit is due to an Outage or other Defect occurring in Customer's
Interconnection Facilities.
5.4 All Outage Credits shall be credited on the next monthly invoice for the
affected Facility after receipt of Customer's request for credit. The
total of all Outage Credits applicable to or accruing in any given month
shall not exceed the amount payable by Customer to Qwest for that same
month for such Facility.
5.5 The Outage Credit described in this Section 5 of Exhibit A shall be the
sole and exclusive remedy of Customer in the event of any Outage, and
under no circumstance shall an outage be deemed a Default under this
TSA.
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DATED AS OF the first date above-written.
Customer: ATGI
-------------------------------------------------
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇
-------------------------------
Title: Chairman & CEO
------------------------------
Date: 3-18-99
-------------------------------
Qwest Communications Corporation:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sr. Vice President,
Broadband Capacity
Date: 3-22-99
-----------------------
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SCHEDULE A-1 TO EXHIBIT A
TO
QWEST COMMUNICATIONS TELECOMMUNICATIONS SERVICES AGREEMENT
TECHNICAL SPECIFICATIONS
1. INTERCONNECT SPECIFICATIONS:
1.1 The customer interconnection point of DS-1 & DS-3 signals at the Qwest
(SPT) location will be at an industry standard (DSX-1) & (DSX-3) digital
cross-connect panels and will be referred to as Qwest Network Interface
in this document.
1.2 The DS-1 & DS-3 signals terminating at the Qwest digital cross-connect
panels will meet the electrical specifications as defined in AT&T
Compatibility Bulletin (CB) ▇▇. ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇▇▇.
1.3 The Qwest Digital Network will be compatible with the ▇▇▇▇ System
hierarchical clock synchronization methods and stratum levels as
described in Bellcore Technical Advisory (GR436-Core).
1.4 Customer equipment must also meet the interconnect specifications listed
above and shall comply with jitter requirements of AT&T Technical
Reference PUB 63411.
2. PERFORMANCE OBJECTIVES:
2.1 DS1, DS3, OC-3, OC-12, OC-48, OC-3c, OC-12c, and OC-48c circuit
performance will be measured using two parameters: Availability and
Error-Free Seconds.
The following assumptions apply to the derived data:
~ The circuits originate and terminate on the SONET OC-48
backbone
~ High speed protection switching: 1 for N, where N=2
~ MTTR for SONET equipment: 2 hours
~ MTTR for fiber optic cable: 12 hours (Bellcore Standard)
~ Cable cut rate: 4.39 /year/1,000 sheath miles (Bellcore
Standard)
The system includes three (3) DCS in Los
Angeles, Sacramento, and San ▇▇▇▇ (although not
all circuits are routed through the DCS, they
are included in all the calculations)
2.2 Availability is a measure of the relative amount of time during which
the circuit is available for use. According to CCITT and ANSI
definitions, unavailability begins when
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the Bit Error Ratio (BER) in each second is worse than 1.0 E-3 for a
period of 10 consecutive seconds.
INTER OFFICE CHANNEL (IOC): An Inter Office Channel refers to the Qwest
Communications network between the points of presence (POP).
OPTICAL CARRIER LEVEL 1 (OC-1): The optical signal that results from an
optical conversion of an electrical STS-1 signal (51.840 Mb/s). This
signal forms the basis of the interface.
OC-3: Optical Carrier level 3 signal operating at 155.520
Mb/s.
OC-12: Optical Carrier level 12 signal transmitting at 622.080
Mb/s.
OC-48: Optical Carrier level 48 signal transmitting at 2488.32
Mb/s.
POINT OF PRESENCE (POP): A physical location where a long distance
carrier terminates lines before connecting to the local exchange
carrier, another carrier, or directly to a customer.
2.3 The availability objective for all circuits between Qwest Network
Interface points specified above is to provide performance levels over a
12 month period as follows:
V&H MILES DS1, DS3, OC-3, OC-12,
OC-48, OC-3c, OC-12c, and
OC-48c
-------------------- -------------------------
0-2500 99.999%
2501-4000 99.998%
This excludes any customer provided access links to the Qwest digital
network.
2.4 Outages attributable to incidental damage to or severage of outside
fiber optic cable plant, or scheduled maintenance is excluded from the
performance objective stated above.
2.5 Error-Free Seconds (EFS) and Error Seconds (ES) are the primary measure
of error performance. An Error-Free Second is defined as any second in
which no bit errors are received. Conversely, an Error Second is any
second in which one or more bit errors are received.
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3. SONET: Synchronous Optical Network is a family of optical transmission
rates and interface standards allowing internetworking of products from
different vendors. Base optical rate is 51.840 Mb/s. Higher rates are
direct multiples.
SONET TRANSPORT: Facilities associated with carrying OC-1 or higher
level signals.
SYNCHRONOUS TRANSPORT SIGNAL LEVEL 1 (STS-1): The basic logical building
block electrical signal with a rate of 51.840 Mb/s.
SYNCHRONOUS TRANSPORT SIGNAL LEVEL N (STS-N): This electrical signal is
obtained by byte interleaving N STS-1 signals together. The rate of the
STS-N is N times 51.840 Mb/s.
TERMINATING MULTIPLEX (TM): Provides the multiplex functions for
multiplexing and demultiplexing between the DS1 or higher signal level
and the SONET OC-N level.
4. ACCEPTANCE CRITERIA. The acceptance criteria for DS1, DS3, OC-3, OC-12,
OC-48, OC-3c, OC-12c, and OC-48c circuits between Qwest Network
Interface points is to provide the performance levels shown below during
a 60 minute test period. If no errors are observed during the first 15
minutes of the test, the facility may be considered acceptable. Access
connections to customer location will be tested in accordance with Bell
Publication 62508.
~ The tables below are based on QCC owned fiber optic network only
and on the Bellcore Specifications of the SONET delivery of DS1,
DS3, OC-3, OC-12, OC-48, OC-3c, OC-12c, and OC-48c directly off
the SONET Backbone.
~ If the DS1, DS3, OC-3, OC-12, OC-48, OC-3c, OC-12c, and OC-48c
service is delivered at the STS1 level then the general
performance objectives fall into the industry standard.
DS1, DS3
The table below defines the general performance objectives for DS1
service operating at 1.544 Mb/s, and the general performance objectives
for DS3 service operating at 45 Mb/s.
V&H MILES EFS BER
--------- --- ---
0 - 250 99.988 % 10-15
251 - 500 99.983 % ▇▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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V&H MILES EFS BER
--------- --- ---
501 - 1000 99.971% 10-15
1001 - 1500 99.959% 10-15
1501 - 2000 99.948% 10-15
2001 - 2500 99.936% 10-15
2501 - 3000 99.925% 10-15
3001 - 3500 99.913% 10-15
3501 - 4000 99.902% 10-15
OC-3, 12, 48; OC-3c, 12c, 48c
The table below defines the general performance objectives for OC-3,
OC-12, OC-48, OC-3c, OC-12c, and OC-48c.
V&H MILES EFS BER
--------- --- ---
0 - 250 99.989% 10-15
251 - 500 99.984% 10-15
501 - 1000 99.974% 10-15
1001 - 1500 99.964% 10-15
1501 - 2000 99.954% 10-15
2001 - 2500 99.944% 10-15
2501 - 3000 99.933% 10-15
3000 - 3500 99.923% 10-15
3501 - 4000 99.913% ▇▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ and Proprietary
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EXHIBIT B
TO
QWEST COMMUNICATIONS
TELECOMMUNICATIONS SERVICES AGREEMENT
SWITCHED SERVICES SERVICE AND PRICING EXHIBIT
1. QWEST SERVICES:
1.1 Qwest shall provide to Customer Switched Services ("Services" or
"Switched Services"), subject to the terms and conditions of the TSA.
During the Term of the TSA, Qwest will provide to Customer the Services
requested by Customer in a Service Order accepted by Qwest.
2. START OF SERVICES:
2.1 Services shall commence ("Start of Services") pursuant to each Service
Order, with the activation of each circuit comprising Service
Interconnections (as defined in Section 4.1 of this Exhibit B).
3. FORECASTS:
3.1 Before Customer's initial order for Service, Customer shall provide
Qwest with a forecast regarding the number of minutes expected to be
terminated or originated in various LATAs and/or Tandems, so as to
enable Qwest to configure optimum network arrangements. In the event
Customer's service traffic volumes result in a lower than industry
standard completion rate or otherwise adversely affect the Qwest
Network, Qwest reserves the right to block the source of such adverse
traffic upon written notice to Customer. Customer will provide Qwest
with additional forecasts from time to time upon Qwest's request which
shall not be more frequent than once every three (3) months.
4. SERVICE INTERCONNECTIONS:
4.1 Customer shall establish dedicated T-1 access and interexchange
facilities connections ("Service Interconnection(s)") between Customer's
network and switching system under Customer's direct control or
ownership and the Qwest network at one or more of Qwest's Points of
Presence ("Qwest POP"). Qwest POP's are currently located in the cities
identified on Schedule "B-5" attached hereto as the "Meet Point Cities".
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4.2 Customer shall deliver, or receive, its traffic at a Qwest POP via the
Service Interconnections, as described in Section 4.1 of this Exhibit B
or as specified in Section 4 of Exhibit D to the TSA. If, for any
reason, Customer is unable or fails to deliver its traffic to a Qwest
POP in a Meet Point City in accordance with Section 4.1 of this Exhibit
B, Qwest may, at its option, establish a Service Interconnection for
such traffic ("Backhaul Services") for and on behalf of Customer to the
nearest Qwest POP having available capacity as determined by Qwest. In
such event, Customer shall pay to Qwest charges for Backhaul Services at
Qwest's then current rates, which shall be based on a per DS-0 V&H
mileage charge.
4.3 Prior to Qwest's acceptance of a Service Order which requests Services
through any Meet Point Cities, Qwest reserves the right to add or remove
Meet Point Cities to or from the list attached at Schedule B-7, and
shall endeavor to provide Customer with reasonable advance notice of any
additions or removals.
4.4 In addition to the foregoing amounts, within thirty (30) days of the
Service Date, Customer shall pay to Qwest a non-recurring charge of [*]
for each Service Interconnection installed at each service location,
except that if more than one Service Interconnection is installed at a
single service location simultaneously, Customer shall pay to Qwest [*]
for each additional Service Interconnection beyond the first Service
Interconnection installed at each such location. The Non-Recurring
charges will be waived for all individual circuit orders of thirty-six
(36) months or greater term.
5. CALL DETAIL RECORDS:
5.1 Upon request from Customer, Qwest shall provide Call Detail Records
("CDR's") for the Services on compact disc(s) ("CDR Compact Disc(s)").
Qwest shall provide to Customer one (1) CDR per month. Monthly CDR
Compact Discs under this Subsection are provided at a recurring charge
of [*] per month for the first disc, and [*] for each additional disc.
6. MINIMUM USAGE AND TERMINATION FEE:
6.1 Customer hereby agrees that, commencing with the first day of the fourth
full calendar month after the Start of Services, and ending upon
termination of the TSA, Customer shall maintain an average loading of
traffic of not less than [*] minutes of use per Service Interconnection
per calendar month/billing cycle, averaged over all Service
Interconnections in each Customer trunk group ("Minimum Usage
Requirement"). If Customer fails to meet the Minimum Usage Requirement
in any calendar month/billing
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
Confidential and Proprietary
2
31
cycle, Customer expressly authorizes Qwest to add a surcharge to the
next subsequent invoice of [*] of use per Service Interconnection for
each minute of under-utilization for such calendar month/billing cycle.
7. ROUNDING
7.1 Currently, Qwest Switched Services, Termination, 8XX Origination, and
Switchless Resale, utilize "bulk rounding". For the purposes of this
agreement, bulk rounding is defined as carrying over the 3rd and 4th
place amounts of a call charge to the next call, and continuing to do so
until one full cent ($.01) is accrued. When this has occurred, the cent
is applied to the next call. In addition, Qwest Switched Services employ
[*], which means that all calls are [*], as opposed to [*] (e.g. initial
and incremental).
8. PRICING/RATES
8.1 Qwest's charges for terminating switched calls under the TSA shall be as
specified in the attached Schedules B-1 and B-2. Qwest's charges for
originating calls under the TSA shall be as specified in the attached
Schedule B-3. Qwest's charges for switchless reseller services shall be
as specified in the attached Schedule B-4.
9. SERVICE/PRICE MODIFICATIONS
9.1 Qwest reserves the right, at any time during the Term of this TSA, upon
thirty (30) days prior written notice to Customer, to modify domestic
rates. Upon receipt of written notice of such election, Customer may
terminate the TSA, as per Section 8.1 thereof, or terminate the portion
of the Service Order or Service Orders which pertain to such Facility or
Facilities by delivering written notice of termination to Qwest within
thirty (30) days of the date of the written notice of increase. If
Customer's written notification is not received within ten (10) days of
the effective date of the price increase, Customer shall be deemed to
have consented to such price increase. Qwest also reserves the right, at
any time during the Term of this TSA, upon fifteen (15) days prior
written notice to Customer, to modify international rates and any other
prices described in this Exhibit B. Upon receipt of written notice of
such an election and in the event of a material rate increase (10%
increase) by Qwest which materially affects Customer's actual usage
hereunder, Customer shall receive a pro rata reduction in its Total
Minimum Commitment (as defined in Exhibit D); provided, however,
Customer must notify Qwest in writing setting forth in reasonable detail
its basis for determining the materiality of the increase and the
affects on actual usage. If Customer's written notification is not
received within ten (10) days of the effective date of the price
increase, Customer shall be deemed
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
Confidential and Proprietary
3
32
to have consented to such price increase. For purposes of determining
any pro rata reduction in the Total Minimum Commitment, Qwest shall use
as a basis Customer's usage for the applicable rate element and average
the immediately preceding three months. By way of example, if Customer's
average for the immediate preceding 3 months is $1000 and Customer has
twelve (12) months left on the Initial Term, in the event of an
applicable rate increase Qwest would reduce the Total Minimum Revenue
Commitment 12 months times $1000 (equaling $12,000 for an overall
reduction).
10. GOVERNMENTAL AUTHORITY:
10.1 In the absence of Automatic Number Identification ("ANI") of the calling
party, Qwest shall use the area code and prefix of the originating trunk
group to determine whether a call is interstate or intrastate, and to
calculate the corresponding charges for that call. Qwest may, from time
to time, request that Customer provide Qwest with a written
certification (the "Certification") of the percentage of interstate
calls, including international and intrastate minutes of use, compared
to the minutes of traffic to be terminated in the same state, in form
and substance reasonably satisfactory to Qwest.
DATED AS OF the first date above-written.
Customer:
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇
----------------------------------------------
Title: Chairman & CEO
---------------------------------------------
Date: 3-18-99
----------------------------------------------
QWEST COMMUNICATIONS CORPORATION:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sr. Vice President, Broadband Capacity
Date: 3-22-99
----------------------------------------------
Qwest Communications
Confidential and Proprietary
4
33
Qwest Communications
Confidential and ▇▇▇▇▇▇▇▇▇▇▇
▇
▇▇
▇▇▇▇▇▇▇▇ ▇-▇
SERVICE DESCRIPTION
QWEST EXPRESS RBOC/ITC TERMINATING SWITCHED SERVICE
1. GENERAL
1.1 Interstate rates are per Local Access and Transport Area ("LATA") and
are for LATA-wide termination. Regional ▇▇▇▇ Operating Company ("RBOC")
rates apply to all traffic terminating in RBOC territories, and
independent telephone company ("ITC") rates, or Non-Bell rates, apply to
all traffic terminating in ITC ("Non-RBOC") territories. For the
purposes of billing the appropriate territory, the OCN number of the
terminating carrier will be used. OCN numbers of 9000 and above shall be
classified as RBOC; and OCN numbers less than 9000 shall be classified
as "ITC", or Non-RBOC.
1.2 Intrastate rates are per State and are for State-wide termination. For
the purposes of determining each call's jurisdiction, the originating
and terminating information present in the call stream will be
evaluated. In the event that either the originating or terminating
information is not available to Qwest's billing system, the
classification of the call, for rating purposes, will default to the
Interstate classification. To the extent that calls are defaulted to the
Interstate classification, and to the extent Customer's traffic of this
nature includes intrastate traffic, Customer shall provide to Qwest in
writing, on a monthly basis, the "Percentage of Inter/Intra-state Usage"
on a state-by-state basis, by LEC, for the traffic terminated by Qwest
hereunder.
1.3 Rates shown in the Qwest Express RBOC/ITC Interstate and Intrastate Rate
Exhibits are shown in terms of full minutes and are billed in [*]
increments. Qwest reserves the right to charge excessive quantities of
short duration calls (i.e. calls under [*] in length) a minimum of [*]
per answered call. Rates shown in the Qwest Express RBOC/ITC Interstate
and Intrastate Rate Exhibits are Base Rates. Discounts, if any, will be
applied as specified in Schedule B-8 to this Exhibit B.
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
Confidential and Proprietary
1
35
[QWEST LOGO]
QWEST EXPRESS
INTERSTATE TERMINATION RATES
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE NE MW NW S SE SW POP NE POP MW POP S POP SW
----------------------------------------------------------------------------------------------------------
120 ME [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
122 NH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
124 VT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
126 MA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
128 MA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
130 RI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
132 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
133 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
134 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
136 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
138 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
140 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
220 NJ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
222 NJ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
224 NJ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
226 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
228 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
230 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
232 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
234 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
236 DC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
238 MD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
240 MD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
242 MD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
244 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
246 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
248 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
250 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
252 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
254 WV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
EXHIBIT B-1
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
36
QWEST EXPRESS
INTERSTATE TERMINATION RATES
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE NE MW NW S SE SW POP NE POP MW POP S POP SW
----------------------------------------------------------------------------------------------------------
256 WV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
320 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
322 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
324 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
325 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
326 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
328 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
330 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
332 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
334 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
336 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
338 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
340 MI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
342 MI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
344 MI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
346 MI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
348 MI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
350 WI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
352 WI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
354 WI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
356 WI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
358 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
360 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
362 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
364 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
366 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
368 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
370 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
374 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
376 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
37
QWEST EXPRESS
INTERSTATE TERMINATION RATES
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE NE MW NW S SE SW POP NE POP MW POP S POP SW
----------------------------------------------------------------------------------------------------------
420 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
422 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
424 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
426 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
428 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
430 SC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
432 SC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
434 SC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
436 SC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
438 GA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
440 GA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
442 GA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
444 GA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
446 GA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
448 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
450 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
452 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
454 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
456 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
458 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
460 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
462 KY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
464 KY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
466 KY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
468 TN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
470 TN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
472 TN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
474 TN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
476 AL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
477 AL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
38
[QWEST LOGO]
QWEST EXPRESS
INTERSTATE TERMINATION RATES
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE NE MW NW S SE SW POP NE POP MW POP S POP SW
----------------------------------------------------------------------------------------------------------
478 AL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
480 AL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
482 MS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
484 MS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
486 LA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
488 LA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
490 LA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
492 LA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
520 MO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
521 MO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
522 MO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
524 MO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
526 AR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
528 AR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
530 AR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
532 KS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
534 KS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
536 OK [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
538 OK [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
540 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
542 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
544 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
546 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
548 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
550 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
552 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
554 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
556 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
558 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
560 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
39
QWEST EXPRESS
INTERSTATE TERMINATION RATES
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE NE MW NW S SE SW POP NE POP MW POP S POP SW
----------------------------------------------------------------------------------------------------------
674 WA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
▇▇▇ ▇▇ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
720 NV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
721 NV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
722 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
724 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
726 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
728 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
730 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
732 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
734 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
736 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
738 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
740 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
820 PR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
822 USVI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
832 AK [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
834 HI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
836 MID/WAKE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
920 CT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
921 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
922 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
923 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
924 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
927 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
928 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
929 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
930 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
932 WV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
937 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
40
QWEST EXPRESS
INTERSTATE TERMINATION RATES
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE NE MW NW S SE SW POP NE POP MW POP S POP SW
----------------------------------------------------------------------------------------------------------
562 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
564 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
566 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
568 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
570 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
620 MN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
624 MN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
626 MN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
628 MN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
630 IA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
632 IA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
634 IA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
635 IA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
636 ND [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
638 ND [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
640 SD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
644 NE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
646 NE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
648 MT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
650 MT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
652 ID [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
654 WY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
656 CO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
658 CO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
660 UT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
664 NM [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
666 AZ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
668 AZ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
670 OR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
672 OR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
41
QWEST EXPRESS
INTERSTATE TERMINATION RATES
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE NE MW NW S SE SW POP NE POP MW POP S POP SW
----------------------------------------------------------------------------------------------------------
938 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
939 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
949 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
951 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
952 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
953 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
955 AL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
956 TN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
958 NE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
960 ID [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
961 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
963 MT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
973 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
974 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
976 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
977 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
978 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
980 AZ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
981 AZ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
42
[QWEST LOGO]
Qwest Express
Intrastate Termination Rates
STATE BASE RATES
----- ----------
AL [*]
AR [*]
AZ [*]
CA [*]
CO [*]
CT [*]
DC [*]
DE [*]
FL [*]
GA [*]
IA [*]
ID [*]
IL [*]
IN [*]
KS [*]
KY [*]
LA [*]
MA [*]
MD [*]
ME [*]
MI [*]
MN [*]
MO [*]
MS [*]
MT [*]
NC [*]
ND [*]
NE [*]
NH [*]
NJ [*]
NM [*]
NV [*]
NY [*]
OH [*]
OK [*]
OR [*]
PA [*]
RI [*]
SC [*]
SD [*]
TN [*]
TX [*]
UT [*]
VA [*]
VT [*]
WA [*]
WI [*]
WV [*]
WY [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
43
[QWEST LOGO] Carrier International Rates
Country City
Country Code Code(s) Rate
------- ---------- ------------------------- -------
Afghanistan 93 N/A [*]
Albania 355 N/A [*]
▇▇▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
American Samoa 684 N/A [*]
Andorra 376 N/A [*]
Angola 244 N/A [*]
Anguilla 809/264 N/A [*]
Antarctica (▇▇▇▇▇ & ▇▇▇▇▇) 672 N/A [*]
Antigua NPA 268 N/A [*]
Argentina 54 N/A [*]
Argentina (Mobile) 54 20, 21, 22, 26, 28, 30, 40 [*]
Armenia 374 N/A [*]
Aruba 297 N/A [*]
Ascension Island 247 N/A [*]
Australia 61 N/A [*]
Australia (Mobile) 61 14, 15, 16, 17, 18, 19, 4,
500 [*]
Austria 43 N/A [*]
Azerbaijan 994 N/A [*]
Azores 992 N/A [*]
Bahamas NPA 242 N/A [*]
Bahrain 973 N/A [*]
Bangladesh 880 N/A [*]
Barbados 246 N/A [*]
Belarus 375 N/A [*]
Belgium 32 N/A [*]
Belgium (Mobile) 32 16, 17, 18, 45, 47, 49, 7,
88, 90, 94, 95, 96, 98 [*]
Belize 501 N/A [*]
Benin 229 N/A [*]
Bermuda 809 N/A [*]
Bhutan 975 N/A [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Exhibit B-2
44
[QWEST LOGO] Carrier International Rates
Country City
Country Code Code(s) Rate
------- ---------- ------------------------- -------
Bolivia 591 N/A [*]
Bosnia & ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
Botswana 267 N/A [*]
Brazil 55 N/A [*]
British Virgin Islands 809 N/A [*]
Brunei 673 N/A [*]
Bulgaria 359 N/A [*]
Burkina Faso 226 N/A [*]
Burundi 257 N/A [*]
Cambodia 855 N/A [*]
Cameroon 237 N/A [*]
Canada (NPA 204) 2 N/A [*]
Canada (NPA 250) 2 N/A [*]
Canada (NPA 306) 2 N/A [*]
Canada (NPA 403) 2 N/A [*]
Canada (NPA 416) 2 N/A [*]
Canada (NPA 418) 2 N/A [*]
Canada (NPA 506) 2 N/A [*]
Canada (NPA 514) 2 N/A [*]
Canada (NPA 519) 2 N/A [*]
Canada (NPA 604) 2 N/A [*]
Canada (NPA 613) 2 N/A [*]
Canada (NPA 705) 2 N/A [*]
Canada (NPA 709) 2 N/A [*]
Canada (NPA 807) 2 N/A [*]
Canada (NPA 819) 2 N/A [*]
Canada (NPA 867) 2 N/A [*]
Canada (NPA 902) 2 N/A [*]
Canada (NPA 905) 2 N/A [*]
Cape Verde Islands 238 N/A [*]
Cayman Islands 809/345 N/A [*]
Central African Republic 236 N/A [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
45
[QWEST LOGO] Carrier International Rates
Country City
Country Code Code(s) Rate
------- ---------- ------------------------- -------
▇▇▇▇ 235 N/A [*]
Chile 56 N/A [*]
Chile (Mobile) 56 9 [*]
China (Mobile) 86 13, 8, 9 [*]
China, People's Republic of 86 N/A [*]
Christmas & Cocos Islands 672 N/A [*]
Colombia 57 N/A [*]
Colombia (Mobile) 57 3 [*]
Comoros 269 N/A [*]
Congo, Republic of 242 N/A [*]
▇▇▇▇ Islands 682 N/A [*]
Costa Rica 506 N/A [*]
Costa Rica (Mobile) 506 283, 284, 3 [*]
Croatia 385 N/A [*]
Cuba 53 N/A [*]
Cyprus 357 N/A [*]
Czech Republic 420 N/A [*]
Denmark 45 N/A [*]
Denmark (Mobile) 45 20, 21, 22, 26, 28, 30, 40 [*]
▇▇▇▇▇ ▇▇▇▇▇▇ 246 N/A [*]
Djibouti 253 N/A [*]
Dominica 809 N/A [*]
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
Ecuador 593 N/A [*]
Ecuador 593 9 [*]
Egypt 20 N/A [*]
El Salvador 503 N/A [*]
El Salvador (Mobile) 503 8 [*]
Equatorial Guinea 240 N/A [*]
Eritrea 291 N/A [*]
Estonia 372 N/A [*]
Ethiopia 251 N/A [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
46
[QWEST LOGO] Carrier International Rates
Country City
Country Code Code(s) Rate
------- ---------- ------------------------- -------
Faeroe Islands 298 N/A [*]
Falkland Islands 500 N/A [*]
Fiji Islands 679 N/A [*]
Finland 358 N/A [*]
France 33 N/A [*]
France (Mobile) 33 6 [*]
French Antilles (incl. Martinique) 596 N/A [*]
French Guiana 594 N/A [*]
French Polynesia 689 N/A [*]
Gabon Republic 241 N/A [*]
Gambia 220 N/A [*]
Georgia 995 N/A [*]
Germany 49 N/A [*]
Germany (Mobile) 49 16, 17 [*]
Ghana 233 N/A [*]
Gibraltar 350 N/A [*]
Greece 30 N/A [*]
Greenland 299 N/A [*]
Grenada 809 N/A [*]
Guadeloupe 590 N/A [*]
Guam 671 N/A [*]
Guantanamo Bay 53 N/A [*]
Guatemala 502 N/A [*]
Guatemala (Mobile) 502 20 [*]
Guinea 224 N/A [*]
Buinea-Bissau 245 N/A [*]
Guyana 592 N/A [*]
Haiti 509 N/A [*]
Honduras 504 N/A [*]
Hong Kong 852 N/A [*]
Hong Kong (Mobile) 852 1, 2, 812, 819, 821, 9 [*]
Hungary 36 N/A [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
47
Carrier International Rates
Country City
Country Code Code(s) Rate
------- ---------- ------------------------- -------
Iceland 354 N/A [*]
India 91 N/A [*]
India (Mobile) 91 98 [*]
Indonesia 62 N/A [*]
INMARSAT Atlantic East 871 N/A [*]
INMARSAT Atlantic West 874 N/A [*]
INMARSAT Indian 873 N/A [*]
INMARSAT Pacific 872 N/A [*]
Iran 98 N/A [*]
Iraq 964 N/A [*]
Ireland 353 N/A [*]
Ireland (Mobile) 353 8 [*]
Israel 972 N/A [*]
Israel (Mobile) 972 5 [*]
Italy/Vatican City 39 N/A [*]
▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇,
▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇ (Mobile) 39 347, 348, 360, 368 [*]
Ivory Coast 225 N/A [*]
Jamaica 809/876 N/A [*]
Japan 81 N/A [*]
▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇,
▇▇▇▇▇ (Mobile) 81 61, 70, 80, 90 [*]
Jordan 962 N/A [*]
Jordan (Mobile) 962 79 [*]
Kazakhstan 7 310-318, 320-330, 336 [*]
Kenya 254 N/A [*]
Kiribati 686 N/A [*]
Korea, North 850 N/A [*]
Korea, South 82 N/A [*]
Korea, South (Mobile) 82 1 [*]
Kuwait 965 N/A [*]
Kuwait (Mobile) 965 9 [*]
Kyrgystan 7 or 996 N/A [*]
-----------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
48
Carrier International Rates
Country City
Country Code Code(s) Rate
------- ---------- ------------------------- -------
Kyrgyzstan (Mobile) 7 or 996 31, 32, 34, 35, 36, 37, 39 [*]
Laos 856 N/A [*]
Latvia 371 N/A [*]
Lebanon 961 N/A [*]
Lebanon (Mobile) 961 3 [*]
Lesotho 266 N/A [*]
Liberia 231 N/A [*]
Libya 218 N/A [*]
Liechtenstein 41 75 [*]
Lithuania 370 N/A [*]
Luxembourg 352 N/A [*]
Macau 853 N/A [*]
Macedonia 389 N/A [*]
Madagascar 261 N/A [*]
Malawi 265 N/A [*]
Malaysia 60 N/A [*]
Maldives 960 N/A [*]
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
Malta 356 N/A [*]
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
Mauritania 222 N/A [*]
Mauritius 230 N/A [*]
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
Mexico - Rate Step 1 N/A N/A [*]
Mexico - Rate Step 2 N/A N/A [*]
Mexico - Rate Step 3 N/A N/A [*]
Mexico - Rate Step 4 N/A N/A [*]
Mexico - Rate Step 5 N/A N/A [*]
Mexico - Rate Step 6 N/A N/A [*]
Mexico - Rate Step 7 N/A N/A [*]
Mexico - Rate Step 8 N/A N/A [*]
Micronesia 691 N/A [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
49
Carrier International Rates
Country City
Country Code Code(s) Rate
------- ---------- ------------------------- -------
▇▇▇▇▇▇▇ ▇▇▇ N/A [*]
Monaco 377 N/A [*]
Mongolia 976 N/A [*]
Montserrat 664 N/A [*]
Morocco 212 N/A [*]
Mozambique 258 N/A [*]
Myanmar (Formerly Burma) 95 N/A [*]
Namibia 264 N/A [*]
Nauru 674 N/A [*]
Nepal 977 N/A [*]
Netherlands 31 N/A [*]
Netherlands (Mobile) 31 6, 9 [*]
Netherlands Antilles 599 N/A [*]
Nevis 869 N/A [*]
New Caledonia 687 N/A [*]
▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇/▇ [*]
▇▇▇ ▇▇▇▇▇▇▇ (Mobile) 64 21, 22, 23, 24, 25, 26, 29,
8, 900 [*]
Nicaragua 505 N/A [*]
Niger Republic 227 N/A [*]
Nigeria 234 N/A [*]
Niue 683 N/A [*]
Norfolk Island 672 N/A [*]
Northern Mariana Islands 670 N/A [*]
Norway 47 N/A [*]
Norway (Mobile) 47 90, 92, 94 [*]
▇▇▇▇ ▇▇▇ ▇/▇ [*]
▇▇▇▇▇▇▇▇ ▇▇ ▇/▇ [*]
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of 680 N/A [*]
Panama, Republic of 507 N/A [*]
Papua New Guinea 675 N/A [*]
Paraguay 595 N/A [*]
Peru 51 N/A [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
50
Carrier International Rates
Country City
Country Code Code(s) Rate
------- ---------- ------------------------- -------
Peru (Mobile) 51 9 [*]
Philippines 63 N/A [*]
Poland 48 N/A [*]
Portugal 351 N/A [*]
Qatar 974 N/A [*]
Reunion Island 262 N/A [*]
Romania 40 N/A [*]
Russia (Moscow only) 7 095 [*]
Russia (Non-Moscow) 7 N/A [*]
Rwanda 250 N/A [*]
San Marino 378 N/A [*]
Sao Tome 239 N/A [*]
Saudi Arabia 966 N/A [*]
Senegal Republic 221 N/A [*]
Seychelles Islands 248 N/A [*]
Sierra Leone 232 N/A [*]
Singapore 65 N/A [*]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
Slovenia 386 N/A [*]
Solomon Islands 677 N/A [*]
Somalia 252 N/A [*]
South Africa 27 N/A [*]
Spain 34 N/A [*]
Spain (Mobile) 34 6 [*]
Sri Lanka 94 N/A [*]
▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
St. Kitts 869 N/A [*]
▇▇. ▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
St. Pierre/Miquelon 508 N/A [*]
▇▇. ▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
Sudan 249 N/A [*]
Suriname 597 N/A [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
51
Carrier International Rates
Country City
Country Code Code(s) Rate
------- ---------- ------------------------- -------
Swaziland 268 N/A [*]
Sweden 46 N/A [*]
Sweden (Mobile) 46 10, 70, 73 [*]
Switzerland 41 N/A [*]
Switzerland (Mobile) 41 20, 40, 70, 74, 77, 79, 89 [*]
Syrian Arab Republic 963 N/A [*]
Taiwan (Mobile) 886 9 [*]
Taiwan, Republic of China 886 N/A [*]
Tajikistan 7 364, 377, 379, 431, 433 [*]
Tanzania 255 N/A [*]
Thailand 66 N/A [*]
Togo 228 N/A [*]
Tokelau 690 N/A [*]
Tonga Islands 676 N/A [*]
Trinidad & Tobago 809 N/A [*]
Tunisia 216 N/A [*]
Turkey 90 N/A [*]
Turkey (Mobile) 90 5 [*]
Turkmenistan 7 or 993 N/A [*]
Turks & Calcos 809/868 N/A [*]
Tuvalu 688 N/A [*]
Uganda 256 N/A [*]
▇▇▇▇▇▇▇ ▇▇▇ ▇/▇ [*]
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 971 N/A [*]
United Kingdom 44 N/A [*]
United Kingdom (Mobile) 44 0, 2, 3, 4, 5, 6, 7, 8, 9 [*]
Uruguay 598 N/A [*]
Uzbekistan 7 or 998 [*]
Vanuatu, Republic of 678 N/A [*]
Venezuela 58 N/A [*]
Venezuela (Mobile) 58 14, 16 [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
52
[QWEST LOGO] Carrier International Rates
Country City
Country Code Code(s) Rate
------- ---------- ------------------------- -------
Vietnam 8 N/A [*]
Wallis & Futuna Islands 681 N/A [*]
Western Samoa 685 N/A [*]
Yemen Arab Republic 967 N/A [*]
Yemen Democratic Republic 969 N/A [*]
Yugoslavia (Incl. Serbia) 381 N/A [*]
Zaire, Republic of 243 N/A [*]
Zambia 260 N/A [*]
Zimbabwe 263 N/A [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
53
SCHEDULE B-3
SERVICE DESCRIPTION
QWEST EXPRESS 8XX TRANSPORT SERVICE
1. GENERAL
1.1 Interstate rates are per Local Access and Transport Area (LATA) and are
for LATA-wide origination. Rates shown in the attached Rate Exhibit are
shown in terms of full minutes and are billed in six (6) second
increments. All calls will be billed a minimum of $.01.
2. CUSTOMER AS RESPONSIBLE ORGANIZATION ("RESP ORG")
2.1 Customer agrees to be responsible for or act as RESP ORG, to manage and
administer their records in the 8XX Service Management System.
Customer's responsibilities shall be limited to coordinating data entry,
record change, trouble acceptance, referral and/or clearance. As RESP
ORG, Customer will also provide coordination to provision, maintain, and
test 8XX Data Base ("DB") service between various entities, such as:
Local Exchange Carriers ("LECs"), Interexchange Carriers ("IXCs"),
Number Administration and Service Center ("NASC"), and the Service
Management System ("SMS").
3. RBOC-ITC" SURCHARGE
3.1 Customer will maintain at least 80% of the traffic comprising Customer's
800 Origination Service for origination in a Tandem owned and operated
by a Regional ▇▇▇▇ Operating Company (RBOC) and subject to such RBOC's
tariffed access charges. Qwest will have the right to apply a [*] per
minute of use surcharge to the number of minutes by which Non-RBOC
Originating minutes exceed 20% of total monthly Origination service
minutes. Qwest will not consider traffic originating in Customer areas
where Customer is providing local access service in the Non-▇▇▇▇ usage
surcharge calculation, provided, Customer is equal to or below LEC
access tariff pricing in such Customer areas. For the purposes of
automating the billing of the surcharge, the OCN number of the
originating carrier will be used. OCN numbers of 9000 and above are
classified as RBOC; and OCN numbers less than 9000 are classified as
"ITC", or Non-RBOC.
4. LIABILITY
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
Confidential and Proprietary
2
54
4.1 Without limiting the TSA, Qwest shall not be liable for any act or
omission of the Number Administration and Service Center (NASC), other
Responsible Organizations (RESP ORGs), or any other carrier providing a
portion of the Service.
4.2 Without limiting the TSA, Qwest shall not be liable for any loss or
damage sustained by Customer, its 800 subscriber or any third party by
reason of defects or malfunctions in the hardware or software provided
by NASC, or by reason of errors made by NASC in connection with the
Service Management System (SMS)/800.
4.3 Without limiting the TSA, Qwest shall not be liable for any loss or
damage sustained by Customer, its 800 subscriber or any third party by
reason of defects or malfunctions in any Qwest Service Management System
(QSMS), Service Control Point (SCP), Service Transfer Point (STP), or
Service Switch Point (SSP), or any other facilities, hardware or
software not directly under Qwest's control.
4.4 Without limiting the TSA, Qwest shall not be liable for any loss of
revenue or profit by Customer or its 800 subscriber or for any loss or
damage arising out of this TSA or out of the use of the SMS/800 or any
of the services provided under this TSA by any person, whether arising
in contract, tort (including, without limitation, negligence or strict
liability) or otherwise and whether or not informed of the possibility
of such damages in advance.
5. INDEMNIFICATION
5.1 Without limiting the TSA, Qwest shall be indemnified, defended and held
harmless by Customer against any third party claim, loss or damage
arising from the use of services offered under this TSA, involving:
claims for libel, slander, invasion of privacy or infringement of
copyright arising from Customer's or its 800 subscriber's own
communications, except to the extent such claim, loss or damage is
caused by Qwest's willful misconduct or gross negligence.
6. CARRIER INTEREXCHANGE CODE (CIC) CONFIDENTIALITY
6.1 Qwest's CIC map and underlying provider is Qwest's propriety information
and shall be kept in the strictest of confidence by Customer and shall
not be used or disclosed by Customer except as necessary to carry out
the intent of this TSA.
7. CUSTOMER OBLIGATIONS FOR RELEASE OF QWEST CIC INFORMATION
Qwest Communications
Confidential and Proprietary
3
55
7.1 Notwithstanding anything herein to the contrary, and provided Customer
is not in default of any obligation hereunder, Customer may provide
Qwest's CIC map or a portion thereof to a RESP ORG if Customer fully
complies with all of the following conditions:
7.2 Customer shall obtain Qwest's prior written consent.
7.3 No more than one SMS record in which any portion of Qwest's CIC map is
referenced shall be created.
7.4 Customer shall ensure that the SMS record will be applied by the RESP
ORG consistently to all 800 numbers under its control whenever Qwest has
transport responsibility.
7.5 Customer shall cause the RESP ORG to notify Qwest of the assignment of
the applicable record and Customer shall ensure such record is not
implemented without Qwest's approval.
7.6 Customer shall be ready to accept traffic prior to submitting to Qwest
an order to turn up 800 Service.
7.7 Customer shall be responsible for all costs in connection with updating
or changing the applicable SMS record in the event Qwest changes its
mapping.
7.8 Customer shall ensure that the RESP ORG completes such changes within
sixty (60) days of Qwest's notification to Customer of any such change.
8. CUSTOMER OBLIGATIONS FOR USE OF ALTERNATE CIC MAP
8.1 Customer shall ensure that no CICs other than Customer's will be used in
conjunction with Qwest's CIC without ten (10) days prior written
notification to Qwest. Qwest reserves the right to not approve of a
change to a CIC other than Customer's or Qwest's. Customer understands
that it will be responsible for all usage associated with traffic
related to an 8XX number that Qwest refused to approve for a CIC change
if the call is carried on Qwest's network.
8.2 Customer shall not enter into any arrangement with a third party for the
provision or carriage of any component of any 800 traffic transported by
Qwest.
Qwest Communications
Confidential and Proprietary
4
56
8.3 Customer shall promptly and accurately perform all Qwest requested
changes to its CIC map. Customer shall be responsible for all costs
resulting from its failure to comply with this provision.
8.4 Qwest provides CIC mapping at the LATA level only.
8.5 Where Customer chooses to select itself for 800 origination in a
particular LATA, Customer must provide complete LATA coverage.
8.6 ALL TOLL-FREE CALLS ORIGINATING FROM A PAY-PHONE WILL INCUR A PER-CALL
SURCHARGE OF [*] AS DEFINED IN SECTION 9.2 OF SCHEDULE B-3. SUCH CHARGES
WILL NOT RECEIVE THE VOLUME DISCOUNTS LISTED IN SCHEDULE B-8.
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
Confidential and Proprietary
5
57
[QWEST LOGO]
QWEST EXPRESS 8XX ORIGINATION
---------------------------------------------------------------------------------------------------------------------
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE ATL MW NW S SE SW POP ATL POP MW POP S POP SW
--------------------------------------------------------------------------------------------------
120 ME [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
122 NH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
124 VT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
126 MA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
128 MA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
130 RI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
132 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
133 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
134 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
136 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
138 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
140 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
220 NJ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
222 NJ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
224 NJ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
226 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
228 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
230 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
232 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
234 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
236 DC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
238 MD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
240 MD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
242 MD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
244 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
246 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
248 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
250 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
252 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
254 WV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
EXHIBIT B-3
58
[QWEST LOGO]
QWEST EXPRESS 8XX ORIGINATION
---------------------------------------------------------------------------------------------------------------------
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE ATL MW NW S SE SW POP ATL POP MW POP S POP SW
--------------------------------------------------------------------------------------------------
256 WV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
320 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
322 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
324 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
325 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
326 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
328 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
330 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
332 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
334 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
336 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
338 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
340 MI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
342 MI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
344 MI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
346 MI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
348 MI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
350 WI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
352 WI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
354 WI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
356 WI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
358 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
360 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
362 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
364 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
366 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
368 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
370 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
374 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
376 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
420 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
59
[QWEST LOGO]
QWEST EXPRESS 8XX ORIGINATION
---------------------------------------------------------------------------------------------------------------------
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE ATL MW NW S SE SW POP ATL POP MW POP S POP SW
--------------------------------------------------------------------------------------------------
422 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
424 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
426 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
428 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
430 SC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
432 SC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
434 SC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
436 SC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
438 GA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
440 GA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
442 GA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
444 GA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
446 GA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
448 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
450 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
452 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
454 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
456 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
458 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
460 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
462 KY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
464 KY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
466 KY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
468 TN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
470 TN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
472 TN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
474 TN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
476 AL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
477 AL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
478 AL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
480 AL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
60
[QWEST LOGO]
QWEST EXPRESS 8XX ORIGINATION
---------------------------------------------------------------------------------------------------------------------
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE ATL MW NW S SE SW POP ATL POP MW POP S POP SW
--------------------------------------------------------------------------------------------------
482 MS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
484 MS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
486 LA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
488 LA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
490 LA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
492 LA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
520 MO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
521 MO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
522 MO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
524 MO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
526 AR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
528 AR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
530 AR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
532 KS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
534 KS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
536 OK [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
538 OK [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
540 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
542 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
544 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
546 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
548 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
550 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
552 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
554 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
556 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
558 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
560 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
562 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
564 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
566 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------------------------------
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
61
[QWEST LOGO]
QWEST EXPRESS 8XX ORIGINATION
---------------------------------------------------------------------------------------------------------------------
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE ATL MW NW S SE SW POP ATL POP MW POP S POP SW
--------------------------------------------------------------------------------------------------
568 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
570 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
620 MN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
624 MN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
626 MN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
628 MN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
630 IA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
632 IA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
634 IA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
635 IA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
636 ND [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
638 ND [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
640 SD [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
644 NE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
646 NE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
648 MT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
650 MT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
652 ID [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
654 WY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
656 CO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
658 CO [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
660 UT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
664 NM [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
666 AZ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
668 AZ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
670 OR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
672 OR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
674 WA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
676 WA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
720 NV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
721 NV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
62
[QWEST LOGO]
QWEST EXPRESS 8XX ORIGINATION
---------------------------------------------------------------------------------------------------------------------
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE ATL MW NW S SE SW POP ATL POP MW POP S POP SW
--------------------------------------------------------------------------------------------------
722 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
724 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
726 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
728 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
730 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
732 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
734 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
736 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
738 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
740 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
820 PR [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
822 USVI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
832 AK [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
834 HI [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
836 MID/WAKE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
920 CT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
921 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
922 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
923 OH [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
924 PA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
927 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
928 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
929 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
930 VA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
932 WV [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
937 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
938 IN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
939 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
949 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
951 NC [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
952 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
63
[QWEST LOGO]
QWEST EXPRESS 8XX ORIGINATION
---------------------------------------------------------------------------------------------------------------------
LATA PRIMARY BASE RATES - SWITCH MEETPOINT BASE RATES - POP MEETPOINT
STATE ATL MW NW S SE SW POP ATL POP MW POP S POP SW
-------------------------------------------------------------------------------------------------
953 FL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
955 AL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
956 TN [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
958 NE [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
960 ID [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
961 TX [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
963 MT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
973 CA [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
974 NY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
976 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
977 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
978 IL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
980 AZ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
981 UT [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
--------------------------------------------------------------------------------------------------
CANADA N/A [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
---------------------------------------------------------------------------------------------------------------------
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
64
SCHEDULE B-4
SERVICE DESCRIPTION
QWEST SWITCHLESS RESALE
1. SCOPE OF AGREEMENT
1.1 Qwest will provide to Customer and Customer will purchase from Qwest
certain Qwest domestic and international long distance services
described in the Exhibits hereto ("Switchless Reseller Service(s)")
provided pursuant to Qwest/LCI ▇▇▇▇▇▇ ▇.▇.▇. ▇▇. ▇, ▇▇▇▇▇/▇▇▇ ▇▇▇▇▇▇
F.C.C. No. 2, and applicable state tariffs (collectively, "Tariff(s)"),
which are on file with the Federal Communications Commission ("FCC") and
applicable state regulatory bodies. The Tariffs may be modified from
time to time by Qwest in accordance with law and thereby affect the
Service(s) furnished Customer. To the extent applicable to the
furnishing of Qwest Services hereunder, the Tariff, as amended from time
to time, is hereby incorporated herein and made a part hereof, except
that the following terms and conditions shall supplement or, to the
extent inconsistent, supersede Tariff terms and conditions and shall
remain in effect throughout the service term, as hereinafter defined.
1.2 Customer shall pay all applicable federal, state and local taxes and
surcharges unless and until Customer submits valid tax exemption
certificates for an applicable tax. Credits or refunds of tax payments
will not be issued to Customer for usage prior to the submission of tax
exemption certificates.
2. CUSTOMER SERVICE AND BILLING
2.1 Customer acknowledges and agrees that it shall provide all billing,
inquiry, and customer service to End-Users. Qwest shall only be
obligated to provide customer service to Customer.
2.2 Customer acknowledges that it may not withhold any sums invoiced by
Qwest for actual calls made by Customer including, without limitation,
calls made by Customer's End Users and/or unauthorized third parties
(e.g., fraudulent calls) and charges to Customer's Qwest account(s).
Qwest Communications
Confidential and Proprietary
1
65
3. PIC AUTHORIZATIONS
Customer shall obtain a signed or verbal interexchange carrier ("PIC")
authorization with true third party verification and archived recordings
according to state or FCC guidelines for each ANI ordered by Customer.
Upon an oral or written request by Qwest, Customer shall immediately
produce a copy of the written or verbal authorization. Qwest reserves
the right not to process or turn up ANIs until Customer has produced
appropriate written or verbal authorizations requested by Qwest. If
Customer does not comply with the request for PIC authorizations, Qwest
reserves the right not to accept additional ANIs until Customer
complies.
3.1 If Customer elects to provide only direct dial (or so-called "1+")
services, and Qwest will act as the interexchange carrier ("IXC") for
operator-assisted (or so-called "0+") traffic generated by Customer's
end users, Customer agrees where appropriate to inform its end-users
that it:
~ designates Qwest as its primary carrier for 0+ operator assisted
intraLATA long distance services;"
~ designates Qwest as its primary carrier for 0+ operator assisted
interLATA long distance services;" or
~ designates Qwest as its primary carrier for 0+ operator assisted
intraLATA and interLATA long distance services."
3.2 In the event a LEC or any regulatory entity assesses Qwest any charge,
fine, forfeiture, or fee for improper or inadequate PIC authorizations
relating to Customer's service, Customer shall promptly reimburse Qwest
for all such charges plus an Qwest management fee of [*] per ANI ordered
by Customer that is deemed to lack proper service authorization or PIC
verification.
3.3 Upon the request of Qwest, Customer shall promptly provide to Qwest or
the LEC, at Customer's expense, any documentation required by the LEC
regarding PIC selections or authorizations from Customer's End Users. In
addition, Customer shall promptly and in good faith cooperate with Qwest
and all LECs in investigating and attempting to resolve all PIC
selection and authorization disputes.
4. REPORTING REQUIREMENTS
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
Confidential and Proprietary
2
66
4.1 Where reporting obligations or requirements are imposed upon Qwest by
any third party or regulatory agency that can be satisfied by Customer,
Customer agrees to comply with such requirements and obligations and to
hold Qwest harmless for any failure of compliance with any such
requirement or obligation.
5. GOVERNING LAW, CERTIFICATIONS AND WARRANTIES
5.1 Customer understands that Qwest, in conducting its business in the
manner set forth herein, is subject to the Communications Act of 1934,
as amended, and as interpreted and applied by the Federal Communications
Commission. All terms of this TSA not subject to the Communications Act
of 1934 as amended and as interpreted and applied by the Federal
Communications Commission will be interpreted according to New York law,
without regard to its conflicts of law provisions. Any cause of action
Customer may have with respect to a breach of this TSA must be commenced
within one (1) year after the claim or cause of action arises or such
claim or cause of action is barred.
5.2 If service is provided solely within a single state in a manner which
subjects the Service to regulation by such state, then the terms and
conditions of such Service and of terminating switched services provided
under this TSA shall be subject to such regulations and to any amendment
to this TSA relating thereto which is delivered by Qwest to Customer.
Customer shall have the right to terminate this TSA within ten (10) days
of receipt of such amendment without further liability hereunder.
5.3 Customer certifies and warrants that it is in compliance with and will
continue to be in compliance with all international, federal, state and
local laws and regulations relating to its performance under this
Agreement. Customer is solely responsible for obtaining all licenses,
approvals, and regulatory authority for its operation and the provision
of services to its customers ("End Users"). Any breach of the
obligations of Customer under this Section shall be a material breach of
this Agreement. If Customer does not comply with this Section, in
addition to any remedies available to Qwest at law or in equity, Qwest,
in its sole discretion, may elect to decline to accept additional orders
under this Agreement or may immediately terminate this Agreement without
further liability or obligation to Customer.
6. CANCELLATION, BLOCKING AND DISCONNECT OF SERVICE
Qwest Communications
Confidential and Proprietary
3
67
6.1 Without affecting Customer's minimum usage or other obligations herein,
Customer may cancel, disconnect, or terminate a portion of the Service
when Customer's End User has provided a new PIC authorization to another
carrier. Customer shall be financially responsible for Service provided
under this Agreement until such time that the new PIC change is
implemented. In the event Customer requests that an ANI be blocked from
Qwest Services, Customer must certify that the request for blocking is
due to an End User account being past due and delinquent and the End
User has been properly notified.
7. NON-▇▇▇▇ USAGE SURCHARGE
7.1 Customer will originate at least 80% of Customer's total usage of the
Service in a tandem owned and operated by a Regional ▇▇▇▇ Operating
Company (RBOC) and subject to such RBOC's tariffed access charges. Qwest
will apply a surcharge of [*] per minute of use to the number of
minutes by which Non-RBOC originations exceed 20% of Customer's total
usage of the Service. Qwest will not consider traffic originating in
Customer areas where Customer is providing local access service in the
Non-▇▇▇▇ usage surcharge calculation, provided, Customer is equal to or
below LEC access tariff pricing in such Customer areas.
8. RATING INCREMENTS
8.1 Interstate rates are per state and are for state-wide calling. The
applicable continental US Interstate rate is determined based upon the
originating state of an outbound call or based upon the terminating
state of a toll-free inbound call. Intrastate rates are per State and
are for State-wide termination. Domestic rates shown in the ReQwest
Interstate and Intrastate Rate Exhibits are shown in terms of full
minutes and are billed in [*] second increments.
8.2 International rates are per country and are for country-code wide
termination. International rates shown in the ReQwest International Rate
Exhibit, with the exception of Mexican rates, are shown in terms of a
rate per minute and are billed in [*] second increments, with an initial
[*] second increment. Mexican calls are billed in full minute (60
seconds) increments. Directory Assistance calls are billed on a per-call
basis.
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
Confidential and Proprietary
4
68
8.3 Calling Card rate billing increments vary by originating and terminating
points of the call and are listed in the Calling Card rate exhibit.
8.4 Rates shown in the ReQwest Rate Exhibits are Base Rates. Discounts, if
any, pursuant to the below Discounts Section and Discount Schedule.
8.5 Qwest reserves the right to charge excessive quantities (i.e. 10% of
Customer's total calls) of short duration calls (i.e. calls under [*] in
length) a minimum of [*] per answered call.
9. TOLL FREE SERVICES PORTABILITY
9.1 Qwest will provide toll free inbound services to End Users desiring to
keep their current toll free number providing the End User signs a
Letter of Agency designating Qwest as the Responsible Organization for
the toll free number
9.2 Qwest will train the Customer on the proper procedures and documentation
required for toll free portability.
9.3 Qwest will provide to Reseller Responsible Organization Service and will
charge the following rates: Monthly Recurring Charge(s)
~ Number Storage Charge: [*] per toll free number
~ Search/Reservation: No Charge
~ SMS Data Base Administration: No Charge
10. PICC, PAYPHONE COMPENSATION, AND OTHER REGULATORY REFORM RELATED
SURCHARGES
10.1 As a result of regulatory reform, certain government subsidies and other
government-imposed charges previously collected through local exchange
access usage rates are assessed directly upon interexchange carriers on
a per-line or per-call basis. The following flat rate charges may apply
to Customer's total charges as a result, and Customer agrees to be
responsible for paying for such fees. These charges will be
-----------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
Confidential and Proprietary
5
69
itemized on the customer's ▇▇▇▇ and are in addition to the rates for
services described in the Rates and Discounts portion of Schedule B-3.1.
10.2 Payphone Compensation Surcharge: [*] per payphone originated, completed
call will be assessed.
10.3 PICC (Primary Interexchange Carrier Charge): A fee per line
presubscribed to Qwest/LCI that may vary as follows, depending upon line
type. These charges are subject to change.
~ [*] for each Single Line Business and Primary Residential line
~ [*] for each Subsequent Residential line.
~ [*] for each Multi-Line Business line.
11. PROJECT ACCOUNT CODES (PAC)
11.1 Qwest will provide Project Account Codes for use with Outbound and toll
free inbound services to Customer at the following rates: Outbound PAC
(charges are per account):
~ Non-Verified PAC set up: [*]
~ Verified PAC set up: [*]
~ Non-Verified PAC Monthly Recurring Charges: [*]
~ Verified PAC Monthly Recurring Charges: [*]
11.2 Toll Free PAC (charges are per toll free number):
~ Non-Verified PAC set up: [*]
~ Verified PAC set up: [*]
~ Non-Verified PAC Monthly Recurring Charges: [*]
~ Verified PAC Monthly Recurring Charges: [*]
11.3 Customer agrees to be responsible for such charges and to pay for such
charges within thirty (30) calendar days of Qwest's invoice setting
forth such charges.
12. CALLING CARD SERVICES
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
Confidential and Proprietary
6
70
12.1 Qwest Reseller Calling Card Service offers domestic-to-domestic,
domestic-to-international and international origination calling card
service from certain countries with the use of a fourteen digit
authorization code, consisting of 10 digits plus a 4 digit PIN. Customer
shall request the provision, and Qwest shall provide, the Reseller
Calling Card Service, through and in accordance with the completion and
submission of Qwest's Calling Card Order Form and order procedures in
effect, as may be changed from time to time.
12.2 Qwest's Calling Card Service offers two options with respect to the
branding of the platform, Generic Calling Card Option, and
Private-Labeled Calling Card Option.
12.3 The Generic Calling Card offers no branding on the platform or in the
branding of Operator Services calls. The Private Labeled version of
Qwest's Calling Card Service offers branding in the Customer's name for
the greeting and closing platform scripts; the request of a Toll Free
access number to the platform; branding of the Operator Services
greeting in the Customer's name; and routing of customer service calls
to the Customer's own customer service center.
12.4 For both Calling Card Service options, the customer is responsible for
all calling card production, fulfillment, billing, collections,
tariffing, and fraudulent use.
12.5 CUSTOMIZED GREETING AND CLOSING MESSAGES WITH PRIVATE-LABELED CALLING
CARD SERVICES. On the Private-Labeled Calling Card, the Customer will
provide to Qwest a requested branded message for platform greeting and
closing. These branded messages must be sent to Qwest's Account
Management group on a diskette containing the two pre-recorded
customized .wav files. The wav. files must meet the following
specifications:
~ 22,500 Hz, 16-bit Mono
~ greeting and closing message should be saved as two different
files
~ submitted to Qwest on a 3.5" diskette
~ leading and trailing noise must be removed
~ One (1) second of silence is required in front of the message
and one (1) second of silence after the message is required to
allow for message queuing on the 8XX recording.
Qwest Communications
Confidential and Proprietary
7
71
Qwest reserves the right to approve or reject Customer greeting and
closing messages that are to be placed on the platform.
12.6 CUSTOMER SERVICE CALL ROUTING WITH PRIVATE-LABELED CALLING CARD SERVICES
On the Private-Labeled Calling Card, Qwest will provide customer service
routing to the Customer's Customer service line for calls originating in
the Continental United States. The customer will be required to provide
Qwest with the customer service routing number on the Calling Card Order
Form. Three consecutive mistakes in number dialing will cause calls to
be forwarded to Customer's Customer Service.
12.7 OPERATOR SERVICES BRANDING WITH PRIVATE-LABELED CALLING CARD SERVICES On
the Private-Labeled Calling Card, Customers may opt to customize its
operator services greeting for domestic-originated calling. Greeting
content should be provided by the customer by filling out the
appropriate section the Private Label Travel Card Order Form. Qwest
reserves the right to approve or reject these greetings prior to
submission. Dialing "0" or 15 seconds of dialing unresponsiveness by the
card user will cause a call to be forwarded to operator services.
13. CALLING CARD SERVICE CHARGES
13.1 CALLING CARD NONRECURRING CHARGES.
13.1.1 The Customer will pay a platform implementation fee of [*] per Access
Number associated with the Private Labeled Calling Card option to Qwest
in accordance with the agreed-upon payment terms and conditions set
forth in the Agreement and the Calling Card Order Form. This charge
shall be credited to subsequent Customer's invoices from Qwest once
Qwest collects payment of Customer's Travel Card Usage per Access Number
billing which exceeds [*].
13.1.2 Customer shall pay to Qwest a nonrefundable service fee of [*] for each
Customer-initiated scripting, greeting or routing change per Access
Number after Qwest`s initial set-up of the Customer Calling Card
platform.
13.2 CALLING CARD OPERATOR SERVICES SURCHARGE.
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Qwest Communications
Confidential and Proprietary
8
72
13.2.1 A $1.00 per call surcharge will be applied to any call that is forwarded
to Operator Services from the calling card platform for all calls
originating in the Continental United States. This charge will be
assessed in addition to metered charges incurred by the call.
14. INSTALLATION AND MONTHLY CHARGES FOR DEDICATED ACCESS SERVICES
14.1 Installation and Monthly Charges associated with dedicated access
services will be billed to Customer, and Customer agrees to pay within
thirty (30) calendar days of the date of Qwest's invoice. These charges
include those associated with local loops, CSU/DSU, channel card, T-1
centrex cards and any other equipment or services provided by Qwest in
order to install, test and maintain dedicated access lines. Monthly
Recurring Charges will be those normally charged to Customer unless
otherwise negotiated by Qwest and customer. Installation charges will be
on an individual case basis.
Qwest Communications
Confidential and Proprietary
9
73
REQUEST
SWITCHLESS RESELLER 1+ OUTBOUND
===========================================================================
1+ (OUTBOUND) BASE RATES
SWITCHED DEDICATED
STATE INTERSTATE INTRASTATE INTERSTATE INTRASTATE
-------------------------------------------------------
AL [*] [*] [*] [*]
AR [*] [*] [*] [*]
AZ [*] [*] [*] [*]
CA [*] [*] [*] [*]
CO [*] [*] [*] [*]
CT [*] [*] [*] [*]
DC [*] [*] [*] [*]
DE [*] [*] [*] [*]
FL [*] [*] [*] [*]
GA [*] [*] [*] [*]
IA [*] [*] [*] [*]
ID [*] [*] [*] [*]
IL [*] [*] [*] [*]
IN [*] [*] [*] [*]
KS [*] [*] [*] [*]
KY [*] [*] [*] [*]
LA [*] [*] [*] [*]
MA [*] [*] [*] [*]
MD [*] [*] [*] [*]
ME [*] [*] [*] [*]
MI [*] [*] [*] [*]
MN [*] [*] [*] [*]
MO [*] [*] [*] [*]
MS [*] [*] [*] [*]
MT [*] [*] [*] [*]
NC [*] [*] [*] [*]
ND [*] [*] [*] [*]
NE [*] [*] [*] [*]
NH [*] [*] [*] [*]
NJ [*] [*] [*] [*]
NM [*] [*] [*] [*]
NV [*] [*] [*] [*]
NY [*] [*] [*] [*]
OH [*] [*] [*] [*]
OK [*] [*] [*] [*]
OR [*] [*] [*] [*]
PA [*] [*] [*] [*]
RI [*] [*] [*] [*]
SC [*] [*] [*] [*]
SD [*] [*] [*] [*]
TN [*] [*] [*] [*]
===========================================================================
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit B-4
74
REQUEST
SWITCHLESS RESELLER 1+ OUTBOUND
===========================================================================
1+ (OUTBOUND) BASE RATES
SWITCHED DEDICATED
STATE INTERSTATE INTRASTATE INTERSTATE INTRASTATE
-------------------------------------------------------
TX [*] [*] [*] [*]
UT [*] [*] [*] [*]
VA [*] [*] [*] [*]
VT [*] [*] [*] [*]
WA [*] [*] [*] [*]
WI [*] [*] [*] [*]
WV [*] [*] [*] [*]
WY [*] [*] [*] [*]
===========================================================================
Off-Shore Pricing:
===========================================================================
1+ (OUTBOUND) BASE RATES
STATE SWITCHED DEDICATED
-------------------------------------------------------
AK [*] [*]
HI [*] [*]
PR [*] [*]
USVI [*] [*]
===========================================================================
Interstate and Intrastate calls terminating within the continental US are
billed based upon originating states.
Interstate and Intrastate calls terminating "Off-Shore" are billed based upon
terminating State/Region.
Interstate and Intrastate billing increments: [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
QWEST COMMUNICATIONS PRIVILEGED AND CONFIDENTIAL Exhibit B-4
75
SCHEDULE B-5
MEET POINT CITIES
Customer is responsible for all access and related costs of ▇▇-▇, ▇▇-▇
or DS-3 dedicated facilities to connect to Qwest's nearest applicable meet point
as follows:
The "ATL", or Atlantic rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following switch sites:
<- ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
<- ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
<- ▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (POP site that
receives "switch site pricing")
The "MW", or Midwest rates shown in the Qwest Express RBOC/ITC and Qwest Express
8XX Origination Rate Exhibits will apply for all traffic that meets the Qwest
network at one of the following switch sites:
<- Doral Plaza, Suite 222A, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
<- NBC Tower, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
<- Prudential Town Center, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
<- ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
<- ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
<- ▇▇▇ ▇. ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The "NW", or Northwest rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following switch sites:
<- ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The "S", or South rates shown in the Qwest Express RBOC/ITC and Qwest Express
8XX Origination Rate Exhibits will apply for all traffic that meets the Qwest
network at one of the following switch sites:
<- ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇
The "SE", or Southeast rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following switch sites:
<- Bank South Bldg., Suite 1910, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
<- ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Qwest Communications
Confidential and Proprietary
1
76
<- ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The "SW", or Southwest rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following switch sites:
<- ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
<- ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
<- ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The "POP ATL", or Atlantic POP rates shown in the Qwest Express RBOC/ITC and
Qwest Express 8XX Origination Rate Exhibits will apply for all traffic that
meets the Qwest network at one of the following POP sites:
<- ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇
<- ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The "POP MW", or Midwest POP rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following POP sites:
<- ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇
<- ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇
The "POP S", or South POP rates shown in the Qwest Express RBOC/ITC and Qwest
Express 8XX Origination Rate Exhibits will apply for all traffic that meets the
Qwest network at one of the following POP sites:
<- ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇
<- ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
<- ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇-▇▇▇, ▇▇▇▇▇▇▇, ▇▇
The "POP SW", or Southwest POP rates shown in the Qwest Express RBOC/ITC and
Qwest Express 8XX Origination Rate Exhibits will apply for all traffic that
meets the Qwest network at one of the following switch sites:
<- ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇
<- ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇
<- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
Qwest Communications
Confidential and Proprietary
2
77
EXHIBIT C
TO
QWEST COMMUNICATIONS
TELECOMMUNICATIONS SERVICES AGREEMENT
Q.I/COMMERCE(TM) SERVICE AGREEMENT
This agreement ("Q.i/commerce Agreement" or "Exhibit C") is made as of March 11,
1999 March 11, 1999 between Qwest and Customer, with respect to that certain
Telecommunications Services Agreement entered into between the parties, dated
March 11, 1999 March 11, 1999 . This Q.i/commerce Agreement consists of this
signature page, the General Terms and Conditions attached hereto and which apply
to all services provided by Qwest under this Q.i/commerce Agreement, and each of
the other Addenda attached hereto and identified below by checking the
applicable box.
CUSTOMER ORDERS THE FOLLOWING SERVICES: (Check Applicable Boxes)
[X] Dedicated Internet Access Service pursuant to the terms in ▇▇▇▇▇▇▇▇ ▇-▇
("▇▇▇ Pricing Schedule"), Addendum D-2 ("DIA SLA") , and ▇▇▇▇▇▇▇▇ ▇-▇
("DIA Miscellaneous").
[ ] Collocation Service pursuant to the terms in Addendum B-1 ("Collocation
Pricing Schedule") and Addendum B-2 ("Collocation Terms and
Conditions").
[ ] Shared Web Hosting pursuant to the terms in Addendum C-1 ("Shared Web
Hosting Pricing Schedule") and Addendum C-2 ("Shared Web Hosting Terms
and Conditions").
[ ] Virtual Private Data Network Service ("VPDN") pursuant to the terms in
▇▇▇▇▇▇▇▇ ▇-▇ ("VPDN Pricing Schedule") and ▇▇▇▇▇▇▇▇ ▇-▇ ("VPDN Terms and
Conditions").
Customer and Qwest agree to the terms and conditions of this Q.i/commerce
Agreement:
Customer, Inc.: Qwest Communications Corporation:
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- ---------------------------------
Title: Chairman & CEO Title: Sr. V.P. Wholesale Mkts.
---------------------------- ------------------------------
Date: 3-18-99 Date: 3-22-99
----------------------------- -------------------------------
78
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions apply to Qwest's Q.i/commerce(TM) Services
and any other services acquired by Customer under this Q.i/commerce Agreement
(collectively the "Services") unless an Addendum to this Q.i/commerce Agreement
explicitly supercedes these General Terms and Conditions, in which event the
terms of the Addendum shall govern only the services subject to that Addendum.
1. Definitions Qwest's Q.i/commerce suite is an IP-based set of products and
services.
2. Rates and Charges; Payment. Customer agrees to pay all applicable rates and
charges set forth on each Addendum applicable to any Services acquired
hereunder. Charges shall be invoiced monthly and payment shall be due upon
Customer's receipt of invoice and payable within 30 days of the date of the
invoice. In the event Customer disputes any portion of an invoice, Customer
shall timely pay the disputed amount and provide Qwest with all information
supporting Customer's position regarding the disputed portion. Qwest shall
determine in its sole judgement whether such invoiced items were erroneous, and
shall issue an appropriate credit to Customer if it so determines. Customer will
pay all sales and use taxes, as well as duties or levies, arising in connection
with the Services.
3. Term and Termination.
3.01 This Q.i/commerce Agreement shall be effective upon Qwest's execution and
shall continue for the duration of the Term of the Agreement. In the event
Customer desires to terminate this Q.i/commerce Agreement in advance of the end
of the Initial Term, Customer shall pay Qwest a termination fee equal to the
lesser of (a) the remaining charges applicable through the end of the Initial
Term as scheduled, or (b) six months of monthly recurring charges as applicable
during the month previous to early termination by Customer.
3.02 In addition to the termination rights provided in Section 8, Qwest may
terminate this Q.i/commerce Agreement and cease provision of any Services upon
default of Customer. Default includes the failure to pay any amount when due
hereunder; the filing of a petition in bankruptcy by or against Customer or
Customer's inability to meet obligations when due; or failure of Customer to
cure any violation (other than failure to pay) of the provisions of this
Q.i/commerce Agreement within thirty (30) days notice thereof by Qwest.
3.03 In the event a law or regulatory action prohibits, substantially impairs or
makes impractical the provision of any Services under this Q.i/commerce
Agreement, as determined by Qwest, Qwest may terminate any Services or this
Q.i/commerce Agreement upon thirty (30) days written notice to Customer.
4. Rights and Obligations of Customer.
4.01 Customer shall at its expense undertake all necessary preparations required
to comply with Qwest's installation and maintenance instructions.
4.02 Customer shall comply with all policies set forth in the Internet
Acceptable Use Policies attached hereto
5. Software and Documentation Provided by Qwest. Software and related
documentation provided by Qwest to Customer in connection with any of the
Services ("Software") is subject to the following:
5.01 In consideration for payment of any applicable charges, Customer is granted
a personal, non-exclusive, non-transferable license to use the Software, in
object code form only, solely in connection with the Services for Customer's
internal business purposes on Customer-owned or Customer-leased equipment (the
"License"). Customer shall not use the Software (i) in connection with the
products or services of any third party, or (ii) to provide services for the
benefit of any third party, including without limitation as a service bureau.
5.02 Customer may make one copy of the Software, other than the documentation,
for archival or back-up purposes only, provided that any copyright and other
proprietary rights notices are reproduced on such copy. Customer shall not make
any copies of documentation provided as part of the Software.
5.03 Customer shall not: (i) attempt to reverse engineer, decompile, disassemble
or otherwise translate or modify the Software in any manner; or (ii) sell,
assign, license, sublicense or otherwise transfer, transmit or convey Software,
or any copies or modifications thereof, or any interest therein, to any third
party.
5.04 All rights in the Software, including without limitation any patents,
copyrights and any other intellectual property rights therein, shall remain the
exclusive property of Qwest or its licensors.
5.05 Except to the extent otherwise expressly agreed by the parties in writing,
Qwest has no obligation to provide maintenance or other support of any kind for
the Software, including without limitation any error corrections, updates,
enhancements or other modifications.
5.06 The License shall immediately terminate upon the earlier of: (i)
termination or expiration of this Q.i/commerce Agreement; (ii) termination of
the Service(s) with which the Software is intended for use; or (iii) failure of
Customer to comply with any provisions of this Section. Upon termination of any
License, at Qwest's option, Customer shall promptly either (i) destroy all
copies of the Software in its possession, or (ii) return all such copies to
Qwest, and in either event provide a written officer's certification confirming
the same.
6. Equipment or Software not Provided by Qwest.
6.01 Except only as may be set forth in Addendum B-1 or B-2, Qwest shall not be
responsible for the installation, operation or maintenance of equipment or
software not
79
provided by Qwest; nor shall Qwest be responsible for the transmission or
reception of information by equipment or software not provided by Qwest.
6.02 Customer shall be responsible for the use and compatibility of equipment or
software not provided by Qwest. In the event that Customer uses equipment or
software not provided by Qwest which impairs Customer's use of any Services: (a)
Customer shall nonetheless be liable for payment for all Services, including
without limitation any Software, provided by Qwest, and (b) any service
specifications or service levels generally applicable to the Services involved
shall not apply. Upon notice from Qwest that any equipment or software not
provided by Qwest is causing or is likely to cause any hazard, interference or
service obstruction, Customer shall immediately eliminate the likelihood of
hazard, interference or service obstruction and if Customer fails to do so,
Qwest may take such action as it deems required to eliminate such hazard,
interference or service obstruction.
6.03 Qwest shall not be responsible if any changes in any Services (a) cause
equipment or hardware not provided by Qwest to become obsolete or to require
modification or alteration, or (b) otherwise affect performance of equipment or
hardware not provided by Qwest.
6.04 Qwest reserves the right to allow or refuse to allow any make, model or
software revision of customer-provided equipment to be used as a gateway to any
Services. Customer will cooperate with Qwest in setting the initial
configuration for its equipment's interface with the Services.
6.05 Customer shall permit Qwest to access to its routers and other necessary
premise equipment including, without limitation, the router's SNMP variables and
configuration tables. Either Customer or Qwest shall be permitted to administer
the access controls (i.e., login and password) to the router's configuration
editor. Qwest will modify only that part of any Customer router configuration
which controls the interface into the Qwest network used to provide any
Services.
7. Rights and Obligations of Qwest; Disclaimer of Warranties
7.01 Qwest shall operate and maintain the Services. Customer shall be
responsible for providing Qwest accurate information required to install the
Services. Qwest shall not be responsible for operating or maintaining software,
equipment or cabling that connects equipment not provided by Qwest to the
Services.
7.02 Customer agrees that Qwest and its affiliates exercise no control
whatsoever over the merchandise, information and services offered or made
available or accessible on the Internet. Customer further agrees that Qwest has
no obligation to monitor the Services. CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND
RISK FOR CUSTOMER'S USE AND AUTHORIZED USERS' USE OF THE SERVICES, SOFTWARE, AND
THE INTERNET. NEITHER QWEST NOR ITS AFFILIATES MAKE ANY EXPRESS OR IMPLIED
WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO ANY
MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE INTERNET, OR ANY
TRANSACTIONS CONDUCTED ON THE INTERNET, AND NEITHER QWEST OR ITS AFFILIATES
SHALL BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY
FROM ANY SUCH USE OR TRANSACTION.
7.03 CUSTOMER UNDERSTANDS AND AGREES FURTHER THAT THE INTERNET CONTAINS UNEDITED
MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO SOME
PEOPLE. CUSTOMER AND CUSTOMER'S AUTHORIZED USERS ACCESS SUCH MATERIALS AT
CUSTOMER'S OWN RISK. QWEST HAS NO CONTROL OVER AND ACCEPTS NO LIABILITY OR
RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.
7.04 THE SERVICES AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION
GIVEN BY QWEST, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES
SHALL CREATE A WARRANTY. NEITHER QWEST NOR ITS AFFILIATES WARRANTS THAT THE
SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR
OTHER MATERIAL ACCESSIBLE ON THE SERVICE IS FREE OF VIRUSES, WORMS, TROJAN
HORSES OR OTHER HARMFUL COMPONENTS.
7.05 IN NO EVENT SHALL QWEST, ITS AFFILIATES OR ITS CONTRACTORS BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
THAT RESULT IN ANY WAY FROM CUSTOMER'S (OR CUSTOMER'S AUTHORIZED USERS') USE OF
OR INABILITY TO USE THE SERVICES, THE SOFTWARE, OR TO ACCESS THE INTERNET OR ANY
PART THEREOF, OR CUSTOMER'S (OR AUTHORIZED USERS') RELIANCE ON OR USE OF
INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICES OR THE
SOFTWARE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF
FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF
PERFORMANCE. QWEST'S LIABILITY HEREUNDER TO CUSTOMER SHALL IN NO EVENT EXCEED AN
AMOUNT EQUAL TO THE AVERAGE MONTHLY RECURRING CHARGE PAID BY CUSTOMER DURING THE
PERIOD FROM EXECUTION OF THE AGREEMENT TO THE DATE A CLAIM IS MADE.
7.06 If Customer is dissatisfied with the Services or with any terms,
conditions, rules, policies, guidelines, or practices of Qwest applicable to the
Services, Customer's sole and exclusive remedy is to terminate this Q.i/commerce
Agreement in accordance with Section 3 and discontinue using the Services.
8. Failure to Comply With Q.i/commerce Agreement. Qwest may deny Customer access
to and cease to provide all or part of any Services without notice if Customer
(a) violates any provision of Qwest's Internet Acceptable Use Policies, which
are appended to these
80
General Terms and Conditions (and which may be modified from time to time as
provided in the Policy or by delivery of such modified Internet Policies to
Customer); or (b) engages in any conduct or activity that Qwest, in its sole
discretion, believes violates any of the terms and conditions of this
Q.i/commerce Agreement or causes a risk that Qwest may be subjected to civil or
criminal litigation, charges, or damages. If Qwest ceases to provide or denies
Customer access to any Services pursuant to the preceding sentence, neither
Customer nor any of its authorized users shall have any right (a) to access
through Qwest any materials stored on the Internet, (b) to obtain any credit(s)
otherwise due to Customer, and such credit(s) shall be forfeited, or (c) to
access third party services, merchandise or information on the Internet through
Qwest. Qwest shall have no responsibility to notify any third-party providers of
services, merchandise or information of any discontinuance of any Services
pursuant to this paragraph, nor any responsibility for any consequences
resulting from lack of such notification.
9. Indemnity. Customer agrees to defend, indemnify and hold Qwest and its
affiliates harmless from any and all liabilities, costs and expenses, including
reasonable attorneys' fees, related to or arising from: (a) any breach of this
Q.i/commerce Agreement by Customer or Authorized Users; (b) the use of the
Services or the Internet or the placement or transmission of any message,
information, software or other materials on the Internet by Customer or
Authorized Users; (c) acts or omissions of Customer, Customer's officers,
employees, agents or contractors in connection with the construction,
installation, maintenance, presence, use or removal of systems, channels or
terminal equipment or software not provided by Qwest which are connected or are
to be connected to the Services; and (d) claims for infringement of patents or
any intellectual property right arising from the use of any Services, equipment
and software, apparatus and systems not provided by Qwest in connection with any
Services.
10. Arbitration. Any dispute in connection with this Q.i/commerce Agreement
which is not settled to the mutual satisfaction of the parties within thirty
(30) days from the date that either party informs the other in writing that such
dispute or disagreement exists, shall be settled by arbitration in Denver,
Colorado in accordance with the Commercial Arbitration Rules of the American
Arbitration Association in effect on the date that such notice is given. The
decision of the arbitrator(s) shall be final and binding upon the parties and
shall include written findings of law and fact, and judgment may be obtained
thereon by either party in a court of competent jurisdiction. Each party shall
bear the cost of preparing and presenting its own case. The cost of the
arbitration, including the fees and expenses of the arbitrator(s), shall be
shared equally by the parties hereto unless the award otherwise provides. The
obligation herein to arbitrate shall not be binding upon any party with respect
to requests for preliminary injunctions, temporary restraining orders or other
similar temporary procedures in a court of competent jurisdiction to obtain
interim relief when deemed necessary by such court to preserve the status quo or
prevent irreparable injury pending resolution by arbitration of the actual
dispute.
11. Miscellaneous.
11.01 In the event that any portion of this Q.i/commerce Agreement is held to be
unenforceable, the unenforceable portion shall be construed in accordance with
applicable law as nearly as possible to reflect the original intentions of the
parties and the remainder of the provisions shall remain in full force and
effect.
11.02 Qwest's failure to insist upon or enforce strict performance of any
provision of this Q.i/commerce Agreement shall not be construed as a waiver of
any provision or right. Neither the course of conduct between parties nor trade
practice shall act to modify any provision of this Q.i/commerce Agreement.
11.03 Customer shall not assign this Q.i/commerce Agreement without the prior
written consent of Qwest.
11.04 Qwest will not be responsible for performance of its obligations hereunder
where delayed or hindered by war, riots, embargoes, strikes or acts of its
vendors, suppliers, or workmen (whether of Qwest or others), accidents, acts of
God, or any other event beyond its reasonable control.
11.05 This Q.i/commerce Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado, without regard to any
provisions thereof which would cause the application of the laws of any other
jurisdiction to this Q.i/commerce Agreement. Any cause of action Customer may
have with respect to the Service must be commenced within one (1) year after the
claim or cause of action arises or such claim or cause of action is barred.
11.06 This Q.i/commerce Agreement, including the Addendums hereto, constitutes
the entire agreement between Customer and Qwest with respect to the Q.i/commerce
Services.
81
QWEST INTERNET ACCEPTABLE USE POLICIES
Qwest's objective is to provide and maintain the highest quality of IP services
available. Qwest must therefore maintain the integrity of not only its own
network, but the networks of the IP community at large. In order to protect not
only Qwest's network viability, but that of other networks as well, Qwest
prohibits certain practices and behaviors it deems detrimental to both its own
network and to the IP community at large by its customers and their users.
All provisions of these Internet Policies apply to Customer, and to any other
person, persons, organization, or other entity using Customer's IP services
including, but not limited to, hosted sites within the Customer's network;
co-located servers and services; Customer dialup clients; sub-letted tenants;
office-park or other dedicated IP circuit clients; business partners or other
affiliated entities or organizations; any other person, persons, organizations,
or entities whose IP traffic is either controlled, routed or processed by
Customer ("Authorized Users"). All obligations of Customer under these policies
also apply to all Authorized Users.
1. EMAIL POLICIES
SPAM Policies:
Customers, or their Authorized Users, may not send unsolicited bulk or other
mail messages ("junk mail", "spam", or "UE") to any person who does not wish to
receive it. Customer must comply with any request to desist sending any further
mail message upon receipt of such request. Complaints to Customer about any
mail, in situations where the email recipient had inadvertently received a
legitimate bulk or other email message, must be responded to within 48 hours of
receipt of complaint.
1) "Bulk" is defined as 25 or more electronic mail messages of the same
or substantially similar content within a 24 hour period.
2) Unsolicited email ("UE") is any electronic mail, message, file,
program or application sent via industry standard email programs where the
recipient did not specifically ask to receive it. Email programs include Bulk
Mailers, List processors, and third-party re-mailers, and any other software
whose function includes, but is not limited to, the sending of email messages,
files, applications, and programs. Included in this list of Unsolicited Email
messages, without limitation, are commercial advertising, informational
announcements, or any other message, file, program or application. Email
recipients who subscribe to a mailing list, Listserv, registered product update
alert service, or who otherwise indicate interest in the content of the email in
a positive manner are not considered recipients of UE for the purposes of this
document.
3) The use of third-party services to send unsolicited bulk or other
mail messages is tantamount to the Customer sending the message from its own
servers. Third-party re-mailers, processors, and "sanitizers" are those services
that for a fee or other consideration process and send Bulk or other electronic
mail, messages, files, programs, or applications on behalf of the Customer or
Client. Though transparently hiding the relay of first instance, the deleterious
effect on Qwest's network and the community at large of these mailings is the
same as if the Customer or Client had sent them out.
Other Mail Relaying:
Customer, or its Authorized Users, shall not use another non-Qwest site's mail
server to relay mail without the express permission of that site.
82
1) "Relay" is defined as (a) the configuration of any software or
program to use a non-Qwest external mail machine to send Customer Bulk or other
email in unattended mode; (b) the direct, interactive attachment to port 25 of
any non-Qwest machine to conduct a sendmail "conversation" with it for the
purposes of having that machine send the Bulk or other mail; or (c) any other
use of non-Qwest sendmail services and servers to send mail or other electronic
messages or files, whether directly or indirectly, whether the software used is
attended or unattended.
2) Qwest servers and host may be used for relaying non-UE mail only upon
prior arrangement.
Mail Spoofing:
In no case shall the Customer use fictitious or deliberately inaccurate return
addresses in their outgoing mail ("Mail Spoofing"). This pertains to any
electronic message, file, program or application sent, whether UE or non-UE.
1) Email Spoofing is the deliberate configuration of fictitious or
inaccurate return email usernames or domains within any outgoing email or
message. Included in this definition is the use of "Stealth" email software
which randomizes return addresses, or which uses known inaccurate or fictitious
return email addresses. Defenses to a spoofing incident may not include the
declaration of Customer ignorance of the email address a Stealth mailer may use.
Stealth software is designed and marketed to spoof email addresses.
2) The unauthorized use of any Qwest-controlled domain in email without
the authorization of the domain registrant is prohibited.
2. USENET NEWS SERVICE POLICIES
Customers who use Qwest's Usenet News services shall observe acceptable use
policies which apply to Usenet News. These include but not limited to the
following:
Usenet SPAM Policies:
Customers, or their Authorized Users, may not post bulk Usenet News to multiple
News groups or unrelated News groups. Bulk Usenet News is defined as posting
same News message to 5 or more News groups with unrelated content. Customer must
comply with any request to cease and desist sending any further bulk Usenet News
message upon receipt of such request.
Unacknowledged complaints, if confirmed to be legitimate, may result in
temporary suspension of Usenet News feed to Customer until the problem is
resolved.
Usenet News Spoofing Policy:
In no case shall Customer use fictitious or deliberately inaccurate return
addresses in their Usenet News postings. Confirmed News spoofing may result in
temporary suspension of Usenet News feed to Customer until the problem is
resolved.
1) Usenet News Spoofing is the deliberate configuration of fictitious or
inaccurate return usernames or domains in any outgoing Usenet News header.
83
2) The unauthorized use of any Qwest-controlled domain in Usenet News
posts without the authorization of the domain registrant is prohibited.
3. NETWORK - RELATED POLICIES
In any of the following circumstances Qwest reserves the right, in its
sole discretion, to either block Customer's traffic from access to the Qwest
network or other networks, terminate on either a temporary or permanent basis
Customer's access to or interconnection with the Qwest network or any other
network, or cease provision of power or other facility support to Customer:
1) Denial of Service attacks from Customer to other networks, verified
by Qwest using its own procedures. As used here, a "Denial of Service Attack"
means an attack to disable or disrupt the TCP/IP services, including but not
limited to TCPSYN attack, UDP Diagnostic port DoS attack, Smurfing attack or
similar attacks.
2) Any attempts by Customer or its Authorized Users to break in to or
intrude into other networks. As used here, this includes, but is not limited to,
cracking of password files, exploiting of known or unknown security holes, or
through any other means, to gain logins and/or passwords for unauthorized access
to other networks.
3) Deliberate or accidental Leaking of Routes. As used here, "Leaking of
Routes" means the failure to properly announce routes to Qwest according to
established protocol.
4) Use of any third party's DNS Server without permission or consent of
the third party.
5) Use of any third party's email server as MX backup without permission
or consent of the third party.
4. CONTENT - RELATED POLICIES
Although Qwest does not control, monitor, edit, approve or disapprove,
or necessarily have any knowledge of any of the content of Customer's or any
Client's servers, web pages, files, or other information, Qwest retains the
rights, in its sole discretion, to either block Customer's traffic from access
to the Qwest network or other networks, terminate on either a temporary or
permanent basis Customer's access to or interconnection with the Qwest network
or any other network, or cease provision of power or other facility support to
Customer in the event that Qwest becomes aware that Customer or any of its
Authorized Users has:
1) Posted or transmitted any unlawful, threatening, abusive, libelous,
defamatory, legally obscene, profane or otherwise objectionable information of
any kind, including without limitation any transmissions constituting or
encouraging conduct that would constitute a criminal offense, give rise to civil
liability, or otherwise violate any local, state, national or international law,
including without limitation the U.S. export control laws and regulations;
2) Posted or transmitted any information or software which contains a
virus, worm, Trojan horse, or other harmful component, or
3) Uploaded, posted, published, transmitted, reproduced, or distributed
in any way, information, software or other material which is protected by
copyright or other proprietary right or derivative works with respect thereto,
without obtaining permission of the copyright owner or rightholder.
4. CHANGE OF POLICIES AND LIMITATION OF LIABILITY
84
These policies are subject to change at any time by Qwest acting in its
sole discretion, and all such changes shall be binding upon Customer upon
written notice to Customer by Qwest.
In the event that Qwest determines that Customer has violated or will
violate any of these policies, Qwest may take such action as Qwest solely
determines to be appropriate under the circumstances as known to Qwest at the
time such action was taken to eliminate or preclude such violation, and Qwest
shall not be liable for any damages of any nature suffered by any Customer,
Client, or third party resulting in whole or in part from its exercise of its
rights under these policies.
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[QWEST LOGO]
--------------------------------------------------------------------------------
ADDENDUM C-1: DIA PRICING SCHEDULE
1 DS3 BURSTABLE IP ACCESS
Fixed Rate/Month/Location Rate (0 - 3 Mbps): [*]
Variable Rate/Month/Location/Incremental Mbps (4 - 18 Mbps) [*]
Variable Rate/Month/Location/Incremental Mbps (19 - 33 Mpbs) [*]
Variable Rate/Month/Location/Incremental Mbps (34 - 45 Mbps) [*]
1 OC3 BURSTABLE IP ACCESS
Fixed Rate/Month/Location (0 - 25 Mbps): [*]
Variable Rate/Month/Location/Incremental Mbps (26 - 65 Mbps) [*]
Variable Rate/Month/Location/Incremental Mbps (66 - 105 Mbps) [*]
Variable Rate/Month/Location/Incremental Mbps (106 - 155 Mbps) [*]
NOTES: 1Mbps traffic measurement for billing purposes will be based on the
following calculation:
- Total bits (In and Out) for every 5-minute period for the month
divided by 300 to arrive at average bits per second.
- All bit per second data points for the month are ranked in
ascending order.
- The total number of data points for the month is multiplied by
.95 to arrive at "n", or the 95th percentile.
- The greater of the In or Out bits per second associated with the
nth data point is the rate that will be billed for the month.
- The rates above EXCLUDE local access connectivity between the
ATG POP and the Qwest POP.
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
86
ADDENDUM C-2: DIA SERVICE LEVEL AGREEMENT
The Dedicated Internet Access Services identified on Attachment C -1("DIA
Pricing Schedule") shall be subject to the provisions of the following service
level agreement which are applicable to each such Service.
Qwest Network Availability
For the domestic Qwest Internet Products and Services provided to Customer under
a signed agreement with carrier, carrier IS COMMITTED TO MAINTAIN AN end-to-end
Network Availability of 99.7% based on a minimum of 10 sites and measured as
detailed below under "Calculation".
Calculation
The calculation for end-to-end network availability for a given month is as
follows:
(24 Hours x # of Days in Month x Number of Sites) - Network Outage Time = Network
------------------------------------------------------------------------ Availability
(24 Hours x Days in Month x Number of Sites)
Components Included
The performance of the following components of the products and services shall
be included in the determination of Network Availability.
~ All components of the Qwest Internet Network (e.g. POP to POP)
~ Carrier-provided local access facilities used to access the carrier
Qwest Internet Network
~ Carrier-provided CSU/DSU/Channel Bank
Components Excluded
The following shall be excluded from any network outage time when calculating
the Network Availability:
~ The failure of any components beyond the Customer side of either the
access provider demarcation or the CSU/DSU/Channel Bank if not provided
by carrier
~ Scheduled network downtime during carrier's maintenance window
~ The failure of any components which cannot be corrected due to
inaccessibility of Customer, or causes beyond the reasonable control of
the carrier
Network Availability Measurement and Remedies
Network outage time in the Network Availability calculation is measured based on
the total outage time of all affected sites, subject to the included and
excluded components set forth herein. An outage condition shall exist when
Customer is unable to transmit data when recorded in the trouble ticket system.
Outage time is measured from the time the trouble ticket is opened to the time
the site is again able to transmit and receive data.
Upon verification that the actual Network Availability is below the Committed
Network Availability, Qwest shall evaluate the network and take corrective
action to remedy the problem. If the Actual Network Availability falls below the
Committed Network Availability, Qwest shall provide a service credit equal to
100 percent (100%) of one day's charge for all ports with validated outages in
the applicable day.
There shall be no caps on either monthly or yearly service credit amounts.
End-To-End Network availability
For domestic Qwest Internet products and services provided under this Agreement,
Qwest is committed to maintain an end-to-end network availability of 99.7%.
87
Calculation
The calculation for end-to-end network availability for a given month is as
follows:
(24 Hours x # of Days in Month x Number of Sites) - Network Outage Time = Network
----------------------------------------------------------------------- Availability
(24 Hours x Days in Month x Number of Sites)
Components Included
The performance of the following components of the products and services shall
be included in the determination of Network Availability.
~ All components of the Qwest Internet Network
~ Carrier-provided local access facilities used to access the Qwest
Internet Network (e.g. local loop)
Components Excluded
The following shall be excluded from any network outage time when calculating
the Network Availability:
~ The failure of any components beyond the premise of the Qwest
demarcation
~ Network downtime during carrier's scheduled maintenance window
~ The failure of any components which cannot be corrected due to
inaccessibility or causes beyond the reasonable control of Qwest
Network Availability Measurement and Remedies
Network outage time in the Network Availability calculation is measured based on
the total outage time of all affected sites, subject to the included and
excluded components set forth herein. An outage condition shall exist when a
site is unable to transmit data when recorded in the trouble ticket system.
Outage time is measured from the time the trouble ticket is opened to the time
the site is again able to transmit and receive data.
Upon verification that the actual Network Availability is below the Committed
Network Availability, Qwest shall evaluate the network and take corrective
action to remedy the problem. If the Actual Network Availability falls below the
Committed Network Availability, Qwest shall provide a service credit equal to
100 percent (100%) of one day's charge for all ports with validated outages in
the applicable day.
End-To-End Network Availability
For domestic Qwest Internet products and services provided under this Agreement,
Qwest is committed to maintain an end-to-end network availability of 99.7%.
Calculation
The calculation for end-to-end network availability for a given month is as
follows:
(24 Hours x # of Days in Month x Number of Sites) - Customer Outage Time = DIA Network
------------------------------------------------------------------------ Availability
(24 Hours x Days in Month x Number of Sites)
Components Included
The performance of the following components of the products and services shall
be included in the determination of Network Availability.
~ All components of the Qwest Internet Network
~ Carrier-provided local access facilities used to access the Qwest
Internet Network (e.g. local loop) when provided by Qwest to Customer
Components Excluded
88
The following shall be excluded from any network outage time when calculating
the Network Availability:
~ The failure of any components beyond the premise of the Qwest
demarcation
~ Network downtime during carrier's scheduled maintenance window (overlap)
~ The failure of any components which cannot be corrected due to
inaccessibility or causes beyond the reasonable control of Qwest
~ Nonpayment
~ Abuse/Unlawful Use
Network Availability Measurement and Remedies
Network outage time in the Network Availability calculation is measured based on
the total outage time of all Customer affected sites, subject to the included
and excluded components set forth herein. An outage condition shall exist when a
site is unable to transmit data when recorded in the trouble ticket system.
Outage time is measured from the time the trouble ticket is opened to the time
the site is again able to transmit and receive data.
Upon verification that the actual Network Availability is below the Committed
Network Availability, Qwest shall evaluate the network and take corrective
action to remedy the problem. If the Actual Network Availability falls below the
Committed Network Availability, Qwest shall provide a service credit equal to
100 percent (100%) of one day's charge for all affected ports.
Network Delay Service Level Agreement
For the domestic Qwest Internet Service provided to Customer under a signed
agreement with carrier, carrier is committed to maintain an average, end-to-end,
roundtrip on-network delay (Committed Network Delay) as follows;
95 milliseconds for DS-3 Access (POPs located in the continental United States
only).
Calculation
The calculation for average, end-to-end, roundtrip network delay (Average
Network Delay) for a given month is as follows based on the procedure criteria
defined below:
Total End-to-End, Roundtrip Delay for All Connections = Average Network Delay
-----------------------------------------------------
Total Number of Connections
Components Included
The performance of the following components of the Products and Services shall
be included in the determination of Average Network Delay:
~ All components of the carrier Qwest Internet Network
~ Carrier-provided local access facilities used to access the carrier
Qwest Internet Network
~ Carrier-provided CSU/DSU/Channel Bank
Components Excluded
The following components shall be excluded in the determination of Average
Network Delay:
~ Equipment beyond the Customer side of either the access provider
demarcation or the CSU/DSU/Channel Bank if provided by carrier
~ International connections, Peering Interfaces to other ISPs and/or Qwest
Internet Gateways to other carrier products.
Average Network Delay Measurement and Remedies
Average Network Delay will be measured by a carrier/Customer test in accordance
with the following criteria:
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~ software and hardware components capable of measuring Customer
application traffic and responses shall be placed at each Customer site
to be measured for roundtrip delay.
~ Total End-to-End, Roundtrip Delay Measurements shall be performed during
the same four (4) hour period over a minimum of five (5) consecutive
business days to adequately determine a consistent average performance
level for the calculation.
~ Customer routers between which the data are transmitted are not more
than fifty (50) percent utilized during the hour in which the packets
are transmitted. Both the initiation and termination routers must be
directly connected via a carrier Qwest Internet connection. End points
must be located within the 48 contiguous United States.
~ The ports on both access ends between which packets are transmitted must
not be more than fifty percent (50%) utilized during the hour in which
packets are transmitted.
Upon verification by carrier that the actual Average Network Delay is below the
Committed Network Delay, the carrier shall take corrective action to remedy the
problem. Carrier shall have thirty (30) days from the date of such verification
to restore the Average Network Delay to the Committed Network Delay. If the
Average Network Delay is still below the committed Network Delay after such
thirty (30) day period, then, for each day that the carrier does not comply with
the Committed Network Delay, carrier shall provide Customer a service credit
equal to 50% percent (50%) of the daily charge for all Ports with validated
outages for the applicable day on a retroactive basis from the date of
verification.
There shall be no caps on either monthly or yearly service credit amounts.
Maintenance Window Definition
The maintenance window defines the process for normal upgrades of hardware and
software in a reasonable time frame, giving adequate warning to affected
customers.
There are three levels of urgency for upgrades and fixes:
1. Normal outages for increasing capacity or upgrading software. Normal
outages fit into a weekly window in the local off peak hours, with 2 or
more business day notice to customers.
2. More urgent problems that degrade service but don't always require
immediate repair. Maintenance is performed in the local off peak hours,
with as much notice as possible.
3. Service affecting problems that must be fixed immediately. These
services can take place at any time, with notification as soon as
possible.
SEVERITY NOTICE DAY OF WORK TIME REQUIRED NOTICE SLA OUTAGE
-------- ------ ----------- ---- --------------- ----------
Normal By Wed. night Sunday 2-4am local time 2 business days No
Urgent ASAP Any 2am-done As much as Yes
possible
Critical ASAP Any Any As much as Yes
possible
SLA Implementation
1. Who does the customer call if they experience a problem? The Network
Operations Center via email, telephone, or fax.
2. What evidence is needed to apply for a service credit? The time stamp on
the return email from the Network Operations Center stating when the
problem was detected and when it was corrected.
3. How does the customer get credited?
4.
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The Network Operations Center will notify billing upon request by the
customer, or the customer can email their trouble ticket notification
direct to billing.
** Service level agreements for new customers begin to take effect on the
first day of the second month after initial installation of service.
Overall responsibility to claim any credits belongs to the Customer and
must be done within 30 days of a Service Outage. Customer may only obtain one
credit per month.
91
EXHIBIT D
TO
QWEST COMMUNICATIONS
TELECOMMUNICATIONS SERVICES AGREEMENT
REVENUE COMMITMENT
1. REVENUE COMMITMENT: Customer acknowledges and agrees that certain rates,
charges and discounts are provided to Customer in consideration of Customer's
agreement to meet or exceed the revenue commitments established in this Exhibit
D, and that such rates, charges and discounts would not be offered to Customer
without Customer's agreement to make such commitments. The parties agree that
any agreed-upon true up payments, deficiency charges, early termination fees or
other relief (the "Commitment Remedies") set forth in this Exhibit D to any
agreed-upon revenue commitments represent mutual good faith estimates of, and
bear reasonable relationships to, the actual damages of Qwest in the event of a
failure by Customer to meet or exceed such revenue commitments. The parties
further agree that such Commitment Remedies do not represent a penalty of any
kind and shall be obligations of Customer subject to specific performance.
1.1 During the Term of the Agreement, Customer commits to purchase Services
from Qwest in accordance with the amounts set forth in Table D-1 below
("Total Minimum Revenue Commitment"). Revenue from any collocation
agreements entered into by the parties shall not contribute toward the
Total Minimum Revenue Commitment or the Minimum Revenue Commitment. The
"Commitment Period" of the Agreement shall not commence until Qwest
delivers to CUSTOMER any Facility pursuant to the terms of this
Agreement.
TABLE D-1
COMMITMENT PERIOD MINIMUM REVENUE COMMITMENT
(IN MONTHS) BY TIME PERIOD
----------- --------------
0-36 [*]
37-48 [*]
49-60 [*]
61-72 [*]
73-84 [*]
TOTAL MINIMUM COMMITMENT [*]
1.2 In the event CUSTOMER fails to meet its minimum revenue commitment
("MRC") as identified in Table D-1 and Qwest has otherwise fulfilled its
material obligations to CUSTOMER, Qwest shall be entitled to a true up
payment for the short fall in services purchased during that period.
This true up payment shall be due and payable within fifteen (15) days
of receipt of such true up invoice from Qwest after the end of such
period. In the event that the services or purchases
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
92
paid for by CUSTOMER during any period of the contract term are in
excess of the MRC for such period, CUSTOMER shall have the option to
either 1) apply such excess toward the subsequent period; or 2) apply
such excess, or a portion thereof, as a credit payment for services;
provided, however, that option (2) herein shall only be available if
CUSTOMER has previously made a true up payment to Qwest; and the amount
of credit payment for services shall be limited to the amount of such
previously paid true up payment by CUSTOMER. In the event that such
excess amount is greater than the amount of any previous true up payment
and CUSTOMER elects option (2), the difference between such excess
amount and true up payment shall be applied toward the next MRC in
accordance with option (1).
1.3 Qwest will provide CUSTOMER a "Meet the Market" option that will apply
to the price of Qwest services being purchased by CUSTOMER. This option
provides that Qwest will meet the rates as set forth in any bona fide
offer received by CUSTOMER for like services, like guaranteed service
level agreement and like term of agreement, provided, that CUSTOMER
shall provide to Qwest sufficient documentation evidencing such bona
fide offer. If Qwest opts to not meet the bona fide service offer,
CUSTOMER's sole remedy shall be to terminate the Agreement without any
further obligation to Qwest, and without any Termination Charge as
specified in Section 3 herein. This option will be exercisable for
Switched Voice Services only on an annual basis, in months [*]. For all
other communication services purchased by CUSTOMER, this option will
only be exercisable by CUSTOMER in month [*] and month [*] of the
Agreement.
1.4 In the event that CUSTOMER exceeds the Total Minimum Commitment detailed
in Table D-1 prior to the expiration of the Initial Term, CUSTOMER shall
have the option to renegotiate or expand the terms of the TSA
2. CONTRACT ESCROW:
2.1 CUSTOMER shall deliver the following payments to Qwest as an
additional assurance of contract commitment ("Total Minimum Commitment")
detailed above. Should CUSTOMER fail to meet or exceed the first Minimum
Revenue Commitment ("MRC") for the first commitment period ([*] for
Months 0 - 36) the Contract Escrow payments detailed below, plus earned
interest, shall: 1) if greater than the MRC shortfall, be utilized to
make the true up payment with the excess amount over the MRC shortfall
applied against CUSTOMER's subsequent service invoice(s), or 2) if less
than the MRC shortfall, be remitted to Qwest in addition to payment of
the MRC shortfall payment. However, if CUSTOMER exceeds the MRC for the
first commitment period [*] for Months 0 - 36), the Contract Escrow
payments detailed below, plus earned interest, shall be
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
93
applied against CUSTOMER service invoice(s) within fifteen (15) days of
verification of MRC attainment.
MONTH CONTRACT ESCROW PAYMENT
----- -----------------------
1 [*]
13 [*]
25 [*]
TOTAL CONTRACT ESCROW [*]
3. TERMINATION CHARGE:
3.1 At any time after the Effective Date through the end of the Term,
Customer may terminate this Agreement in its entirety, without cause, by
delivering to Qwest a written notice of termination. Customer shall, in
the event that it exercises its right to terminate for convenience
hereunder, pay Qwest (in certified funds) the applicable termination
charge ("Termination Charge") calculated as set forth in Section 3.2
below. In the event that the Total Minimum Commitment has been fully
satisfied, Customer may terminate this Agreement without payment of any
Termination Charge. The notice of termination shall set forth the
effective date for termination of the Agreement, and the Termination
Charge shall be due and payable within thirty (30) days after Customer's
receipt of the final invoice for Services delivered prior to the
effective date of termination.
3.2 In the event Customer elects to exercise its right to terminate this
Agreement for convenience under Section 3.1 above, Customer shall pay to
Qwest a Termination Charge calculated as follows:
(a) If the amount actually paid by Customer for all Services and
Products delivered through the date of termination of the
Agreement is less than [*], then the difference between fifty
percent (50%) of the Total Minimum Commitment (or [*]) and the
amount actually paid by Customer for all Services delivered to
through the date of termination of the Agreement; plus
(b) fifty percent (50%) of the remaining Total Minimum Commitment.
Two examples of the method for calculation of the Termination Charge are
set forth below:
Total Minimum Commitment [*] [*]
Actual revenue paid [*] [*]
Modified to (a) above [*] [*]
50% of remaining amount [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
94
Termination Charge [*] [*]
4. FURTHER ASSURANCES:
4.1 In consideration of the Total Minimum Commitment, Qwest New Business
Development Organization will negotiate in good faith with CUSTOMER
regarding a dark fiber lease between Salem, Oregon and Eugene, Oregon,
as well as additional markets on a case-by-case basis, in the future.
Notwithstanding anything to the contrary herein, neither party shall
have the obligation to complete or consummate such dark fiber
transactions.
4.2 In consideration of the Total Minimum Commitment, Qwest Wholesale
Markets Division will, for switched voice services purchased from Qwest,
provide CUSTOMER with a discount from negotiated base rates equal to the
greater of i) the actual monthly dollar volume for switched voice
services achieved by CUSTOMER, or ii) the amortized monthly dollar
volume associated with the Total Minimum Commitment (i.e.; [*]) as
detailed in Table D-1. The volume discount structure utilized will be as
contained in Qwest's standard wholesale switched voice services product
offering (as set forth in the Carrier Services Agreement dated July 14,
1998 provided to CUSTOMER) plus an additional two percent (2%)
consideration for the expanded term of the Total Minimum Commitment
period, the total discount from base rates not to exceed 15% at any
time. Only the true up payment defined in Section 1.2 of this Exhibit D
shall apply.
4.3 In consideration of the Total Minimum Commitment, Qwest Wholesale
Markets Division will, for ATM Services purchased from Qwest, provide
CUSTOMER with a discount from base rates equal to the greater of i) the
actual monthly dollar volume for ATM Services achieved by CUSTOMER, or
ii) the amortized monthly dollar volume associated with the Total
Minimum Commitment (i.e.; [*]) as detailed in Table D-1. The volume
discount structure utilized will be as defined below.
MONTHLY ATM SERVICE REVENUE DISCOUNT
--------------------------- --------
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
[*] [*]
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[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
95
4.4 In consideration of the Total Minimum Commitment, for all other Qwest
Wholesale Products and Services which currently exist or which may be
developed in the future AND which may, at Qwest's sole discretion, allow
for volume discount pricing and which are purchased from Qwest by
CUSTOMER, Qwest Wholesale Markets Division will provide CUSTOMER with a
discount from base rates equal to the greater of i) the actual monthly
dollar volume for such Products and Services purchased by CUSTOMER, or
ii) the amortized monthly dollar volume associated with the Total
Minimum Commitment (i.e.; [*]) as detailed in Table D-1. Only the
true up payment defined in Section 1.2 of this Exhibit D shall apply.
4.5 In consideration of the Total Minimum Commitment, Qwest will establish,
at its sole expense, a "Virtual POP" in Santa Rosa, CA for CUSTOMER,
provided that CUSTOMER will, at a minimum, be purchasing a DS-3 or more
in revenue bearing services from Qwest in Santa Rosa, CA for as long as
CUSTOMER maintains such "Virtual POP".
4.6 Qwest may, at its own discretion, utilize CUSTOMER for Access and Local
Exchange Services in those markets under contemplation by CUSTOMER for
entry.
4.7 The parties agree to renegotiate the Switched/Switchless Voice
termination rates applicable to this Agreement within sixty (60) days of
the Effective Date.
4.8 Qwest will, at its discretion, provide CUSTOMER a POP or a meet-point in
Tacoma, WA. CUSTOMER shall, at its sole expense, establish a
Point-of-Interconnect ("POI") at the Qwest fiber route in Tacoma as
established by the Qwest New Business Development Organization. The
timing of the deployment of the Tacoma POP or meet-point shall be
mutually agreed upon by the parties in writing.