Exhibit 10.1.37
AGREEMENT
FOR LOCAL WIRELINE NETWORK INTERCONNECTION
AND
SERVICE RESALE
BETWEEN
ADVANCED TELECOMMUNICATIONS, INC.
AND
U S WEST COMMUNICATIONS, INC.
FOR THE STATE OF UTAH
AGREEMENT NUMBER
CDS-000106-0272
[NOTE: In this Agreement, italicized language corresponds to language agreed to
by the Parties; BOLD LANGUAGE corresponds to language included to comply with
the Commissions Orders]; BOLD LANGUAGE IN ITALICs corresponds to agreed language
regarding a subject addressed in the Commission's Orders
Part A
TABLE OF CONTENTS
RECITALS ........................................................................................................1
SCOPE OF AGREEMENT...............................................................................................1
DEFINITIONS .....................................................................................................2
TERMS AND CONDITIONS............................................................................................13
1. General Provisions............................................................................13
2. Most Favored Nation Terms and Treatment.......................................................15
3. Payment.......................................................................................15
4. Taxes.........................................................................................15
5. Intellectual Property.........................................................................16
6. Severability..................................................................................16
7. Responsibility for Environmental Contamination................................................17
8. Branding......................................................................................17
9. Independent Contractor Status.................................................................18
10. Referenced Documents..........................................................................19
11. Publicity and Advertising.....................................................................19
12. Executed in Counterparts......................................................................19
13. Headings Not Controlling......................................................................19
14. Joint Work Product............................................................................20
15. Survival......................................................................................20
16. Effective Date................................................................................20
17. Amendment of Agreement........................................................................20
18. Indemnification...............................................................................20
19. Limitation of Liability.......................................................................21
20. Term of Agreement.............................................................................22
21. Governing Law.................................................................................22
22. Cancellation Charges..........................................................................22
23. Regulatory Approvals..........................................................................23
24. Compliance....................................................................................23
25. Force Majeure.................................................................................24
26. Escalation Procedures.........................................................................24
27. Dispute Resolution............................................................................25
28. Nondisclosure.................................................................................26
29. Notices.......................................................................................28
31. Warranties....................................................................................29
32. Default.......................................................................................29
33. Remedies......................................................................................30
34. Waivers.......................................................................................31
Page ii
Part A
35. No Third Party Beneficiaries..................................................................31
36. Physical Security.............................................................................31
37. Network Security..............................................................................32
38. Revenue Protection............................................................................32
39. Law Enforcement Interface.....................................................................33
40. Collocation...................................................................................33
41. Technical References - Collocation............................................................45
42. Number Portability............................................................................45
43. Dialing Parity................................................................................54
44. Directory Listings............................................................................54
46. U S WEST Dex Issues...........................................................................57
47. Access to Poles, Ducts, Conduits, and Rights of Way...........................................57
48. Bona Fide Request Process for Further Unbundling..............................................62
49. Audit Process.................................................................................65
50. Miscellaneous Services........................................................................66
51. Unused Transmission Media.....................................................................84
52. Service Standards.............................................................................85
53. Entire Agreement..............................................................................86
54. Reservation of Rights.........................................................................87
ATTACHMENTS
Attachment 1 Rates and Charges
Attachment 2 Resale
Attachment 3 Unbundled Access/Elements
Attachment 4 Interconnection
Attachment 5 Business Process Requirements
Attachment 6 Electronic Interfaces(1)
Attachment 7 Implementation Schedule(2)
___________________________
(1) CO-PROVIDER/USWC Agreement Only
(2) CO-PROVIDER/USWC Agreement Only
Page iii
Part A
This Interconnection Agreement (this "Agreement"), is entered into by
and between Advanced Telecommunications, Inc., a Utah Corporation, and U S WEST
Communications, Inc., a Colorado corporation, to establish the rates, terms and
conditions for local interconnection, local resale, and the purchase of
unbundled network elements (individually referred to as the "service" or
collectively as the "services").
RECITALS
WHEREAS, pursuant to this Agreement, CO-PROVIDER and U S WEST will
extend certain arrangements to one another within each LATA in which they both
operate within Utah. This Agreement is a combination of agreed terms and terms
imposed by arbitration under Section 252 of the Communications Act of 1934, as
modified by the Telecommunications Act of 1996, the rules and regulations of the
Federal Communications Commission, and the orders, rules and regulations of the
Utah Public Service Commission; and as such does not necessarily represent the
position of either Party on any given issue; and
WHEREAS, the Parties wish to interconnect their local exchange
networks in a technically and economically efficient manner for the transmission
and termination of calls, so that subscribers of each can seamlessly receive
calls that originate on the other's network and place calls that terminate on
the other's network, and for CO-PROVIDER's use in the provision of exchange
access ("Local Interconnection"); and
WHEREAS, CO-PROVIDER wishes to purchase Telecommunications Services
for resale to others, and U S WEST is willing to provide such services; and
WHEREAS, CO-PROVIDER wishes to purchase on an unbundled basis Network
Elements, Ancillary Services and Functions and additional features separately or
in any Combination, and to use such services for itself or for the provision of
its Telecommunications Services to others, and U S WEST is willing to provide
such services;
Now, therefore, in consideration of the terms and conditions contained
herein, CO-PROVIDER and U S WEST hereby mutually agree as follows:
SCOPE OF AGREEMENT
A. This Agreement specifies the rights and obligations of each Party
with respect to the purchase and sale of Local Interconnection, Local Resale and
Network Elements in the LATA in Utah where U S WEST operates.
B. In the performance of their obligations under this Agreement, the
Parties shall act in good faith and consistently with the intent of the Act.
Where notice, approval or similar action by a Party is permitted or required by
any provision of this Agreement (including, without limitation, the obligation
of the Parties to further negotiate the resolution of new or open issues under
this Agreement) such action shall not be unreasonably delayed, withheld or
conditioned.
C. U S WEST will provide CO-PROVIDER with at least the level of
service quality or performance of obligations under this Agreement as U S WEST
provides itself or any other Person with respect to all Telecommunications
Services, Local Interconnection, Services for Resale, and Network
Page 1
Part A
Elements as applicable and shall provide such level of service quality or
performance of service obligations in accordance with the specific requirements
agreed to in Attachment 5.
D. U S WEST shall provide to CO-PROVIDER Services for Resale that are
equal in quality, subject to the same conditions (including the conditions in
U S WEST's effective tariffs which are not otherwise inconsistent with the terms
and conditions contained herein), within the same provisioning time intervals
that U S WEST provides these services to itself, its Affiliates and others,
including end users, and in accordance with any applicable Commission service
quality standards, including standards the Commission may impose pursuant to
Section 252 (e)(3) of the Act.
E. Each Network Element provided by U S WEST to CO-PROVIDER shall be
at least equal. in the quality of design, performance, features, functions,
capabilities and other characteristics, including, but not limited to, levels
and types of redundant equipment and facilities for power, diversity and
security, that U S WEST provides to itself, U S WEST's own subscribers, to a U S
WEST Affiliate or to any other entity.
F. The Parties agree to work jointly and cooperatively in testing and
implementing processes for pre-ordering, ordering, maintenance, provisioning and
billing and in reasonably resolving issues which result from such implementation
on a timely basis.
G. If a Party makes a change in its network which it believes will
materially affect the interoperability of its network with that of the other
Party, the Party making the change shall provide advance notice of such change
to the other Party in accordance with applicable FCC or Commission regulations.
H. In accordance with Section 251(c)(5) of the Act and the rules and
regulations established by the FCC and the Commission, the Parties shall provide
reasonable notice of changes in the information necessary for the transmission
and routing of services using that local exchange carrier's facilities or
network, as well as of any other changes that would affect the interoperability
of those facilities and networks.
I. Except as otherwise provided for in Section 8 of Attachment 2, U S
WEST shall not discontinue or refuse to provide any service required hereunder
without CO-PROVIDER'S prior written agreement in accordance with Section 17 of
this Part A, nor shall U S WEST reconfigure, reengineer or otherwise redeploy
its network in a manner which would materially impair CO-PROVIDER'S ability to
offer Telecommunications Services in the manner contemplated by this Agreement,
the Act or the FCC s rules and regulations. U S WEST agrees that all obligations
undertaken pursuant to this Agreement, including, without limitation,
performance standards, intervals, and technical requirements are material
obligations hereof and that time is of the essence.
DEFINITIONS
Certain terms used in this Agreement shall have the meanings set forth
herein or as otherwise elsewhere defined throughout this Agreement. Other terms
used but not defined herein will have the meanings ascribed to them in the Act
and the FCC's rules and regulations.
"911 Service" means a universal telephone number which gives the public direct
access to the Public Safety Answering Point (PSAP). Basic 911 service collects
911 calls from one or more local exchange switches that serve a geographic area.
The calls are then sent to the correct authority designated to receive such
calls.
Page 2
Part A
"911 Site Administrator" is a person assigned by CO-PROVIDER to establish and
maintain 911 service location information for its subscribers.
"Access Services" refers to interstate and intrastate switched access and
private line transport services.
"Act" means the Communications Act of 1934 (47 U.S.C. Section 151 et seq.), as
amended by the Telecommunications Act of 1996, and as from time to time
interpreted in the duly authorized rules and regulations of the FCC or by the
Commission.
"ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission technology
which transmits an asymmetrical digital signal using one of several transmission
methods (for example, carrier-less AM/PM discrete multi-tone, or discrete
wavelet multi-tone).
"Affiliate" is an entity, as defined in the Act, that directly or indirectly
owns or controls, is owned or controlled by, or is under common ownership or
control with, another entity. For the purposes of this Agreement, "own" or
"control" means to own an equity interest (or equivalent) of at least ten
percent (10%), or the right to control the business decisions, management and
policy of another entity performing any of the obligations set forth in this
Agreement.
"AIN" ("Advanced Intelligent Network") is a network functionality that permits
specific conditions to be programmed into a switch which, when met, directs the
switch to suspend call processing and to receive special instructions for
further call handling instructions in order to enable carriers to offer advanced
features and services.
"AIN Services" means architecture and configuration of the AIN Triggers within
the SCP as developed and/or offered by U S WEST to its customers.
"ALI" (Automatic Location Identification) is a database developed for E911
systems that provides for a visual display of the caller's telephone number and
address, and the names of the emergency response agencies responsible for that
address. The ALI also shows an Interim Number Portability (INP) number, if
applicable.
"ALI/DMS" (Automatic Location Identification/Data Management System) means the
emergency service (E911/911) database containing subscriber location information
(including name, address, telephone number, and sometimes special information
from the local service provider) used to determine to which Public Safety
Answering Point (PSAP) to route the call.
"AMA" means the Automated Message Accounting structure that initially records
telecommunication message information. AMA format is contained in the Automated
Message Accounting document, published by Bellcore as GR-1100-CORE, which
defines the industry standard for message recording.
"Ancillary Services" or "Ancillary Functions" means, collectively, the
following: (1) Collocation as described in Section 40; (2) access to poles,
ducts, conduits and rights of way as described in Section 47; (3) unused
transmission media as described in Section 51; (4) Directory Listings as
described in Section 44; (5) E911 as described in Section 50.1; (6) Directory
Assistance Service as described in Section 50.2; (7) Operator Services as
described in Section 50.3; (8) Directory Assistance and listings services
requests as described in Section 50.4; and (9) Directory Assistance data as
described in Section 50.5.
Page 3
Part A
"ANI" (Automatic Number Identification) is a feature that identifies and
displays the number of a telephone that originates a call.
"ARS" (Automatic Route Selection) is a service feature that provides for
automatic selection of the least expensive or most appropriate transmission
facility for each call based on criteria programmed into the system.
"ASR" (Access Service Request) means the industry standard forms and supporting
documentation used for ordering Access Services. The ASR may be used to order
trunking and facilities between CO-PROVIDER and U S WEST for Local
Interconnection.
"BLV/BLI" (Busy Line Verify/Busy Line Interrupt) means an operator call in which
the end user inquires as to the busy status of, or requests an interruption of,
a telephone call.
"Business Day" means any day Monday through Friday except for mutually agreed to
holidays.
"CABS" means the Carrier Access Billing System which is defined in a document
prepared by the Billing Committee of the OBF. The Carrier Access Billing System
document is published by Bellcore in Volumes 1, lA, 2, 3, 3A, 4 and 5 as Special
Reports SR-OPT-001868, SR-OPT-0011869, SR-OPT-001871, SR-OPT-001872,
SR-OPT-001873, SR-OPT-001874, and SR-OPT-001875, respectively, and contains the
recommended guidelines for the billing of access and other connectivity
services.
"Calling Party Number or "CPN" is a CCS parameter which refers to the number
transmitted through a network identifying the calling party.
"CCS" (Common Channel Signaling) means a method of digitally transmitting call
set-up and network control data over a digital signaling network fully separate
from the public switched telephone network that carries the actual call.
"Central Office Switch" means a switch used to provide Telecommunications
Services, including, but not limited to:
a) "End Office Switches" which are used to terminate Customer
station loops for the purpose of interconnecting to each other
and to trunks;
b) "Tandem Office Switches" which are used to connect and switch
trunk circuits between and among other Central Office Switches.
Access tandems provide connections for exchange access and toll
traffic while local tandems provide connections for local/EAS
traffic; or
c) Combination End Office/Tandem Office Switches.
"Centrex", including Centrex Plus, means a Telecommunications Service that uses
central office switching equipment for call routing to handle direct dialing of
calls and to provide numerous private branch exchange-like features.
"Charge Number" is a CCS parameter which refers to the number transmitted
through the network identifying the billing number of the calling party.
Page 4
Part A
"CLASS" (Bellcore Service ▇▇▇▇) is a set of call-management service features
that utilize the capability to forward a calling party's number between end
offices as part of call setup. Features include Automatic Callback, Automatic
Recall, Caller ID, Call Trace, and Distinctive Ringing.
"CLEC" means a Competitive Local Exchange Carrier.
"Combinations" means provision by U S WEST of two or more connected Network
Elements ordered by CO-PROVIDER to provide its Telecommunication Services in a
geographic area or to a specific subscriber and that are placed on the same or
related order by CO-PROVIDER, subject to restrictions, if any, imposed by the
Commission.
"Commission" means the Utah Public Service Commission.
"Competitive Local Exchange Carrier" or "CLEC" means an entity authorized to
provide Local Exchange Service that does not otherwise qualify as an incumbent
LEC.
"Conduit" means a tube or protected pathway that may be used to house
communication or electrical cables. Conduit may be underground or above ground
(for example, inside buildings) and may contain one or more innerducts.
"Confidential Information" has the meaning set forth in Section 28 of Part A of
this Agreement.
"Contract Year" means a twelve (12) month period during the term of this
Agreement commencing on the Effective Date and each anniversary thereof.
"Control Office" is an exchange carrier center or office designated as its
company's single point of contact for the provisioning and maintenance of its
portion of local interconnection arrangements.
"Co-Provider" means Advanced Telecommunications, Inc. and any Affiliates,
subsidiary companies or other entities performing any of the obligations of
Advanced Telecommunications, Inc. set forth in this Agreement. FOR PURPOSES OF
SECTION 47 OF THIS PART A OF THIS AGREEMENT, THE OBLIGATIONS OF ADVANCED
TELECOMMUNICATIONS, INC. SHALL BE LIMITED TO THOSE FACILITIES OF ADVANCED
TELECOMMUNICATIONS, INC. THAT ARE USED FOR THE PURPOSE OF PROVIDING LOCAL
SERVICES UNDER THE TERMS OF THIS AGREEMENT.(3)
"Custom Calling Features" is a set of call-management service features available
to residential and business subscribers including call-waiting, call-forwarding
and three-party calling.
"Customer" means a third-party (residence or business) that subscribes to
Telecommunications Services provided by either of the Parties.
"DBMS" (Database Management System) is a computer system used to store, sort,
manipulate and update the data required to provide, for example, selective
routing and ALI.
"Databases" are the Network Elements that provide the functionality for storage
of, access to, and manipulation of information required to offer a particular
service and/or capability. Databases include, but
__________________________
(3) The underlined text in the definition of CO-PROVIDER is included only
because U S WEST prevailed on the issue of reciprocal access to poles, ducts,
conduits and ROW in Section 47.1
Page 5
Part A
are not limited to: Number Portability, LIDB, Toll Free Number Database,
Automatic Location Identification/Data Management System, and AIN.
"Digital Signal Level" means one of several transmission rates in the time
division multiplexing hierarchy, including, but not limited to:
"Digital Signal Level 0" or "DS-0" means the 56 or 64 Kbps zero-level
signal in the time-division multiplex hierarchy.
"Digital Signal Level 1" or "DS-1" means the 1.544 Mbps first-level
signal in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS-1 is the initial
level of multiplexing.
"Digital Signal Level 3" or "DS-3" means the 44.736 Mbps third-level
in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS-3 is defined as
the third level of multiplexing.
"Directory Assistance Database" refers to any set of subscriber records used by
U S WEST in its provision of live or automated operator-assisted Directory
Assistance including, but not limited to, 411, 555-1212, NPA-555-121 2.
"Directory Assistance Service" provides listings to callers. Directory
Assistance Services may include the option to complete the call at the caller's
direction.
"Directory Listings" or "Listings" refers to subscriber information, including,
but not limited to, name, address and phone numbers, in Directory Assistance
Services or directory products.
"Discloser" means that Party to this Agreement which has disclosed Confidential
Information to the other Party.
"E911" (Enhanced 911 Service) means a telephone communication service which will
automatically route a call dialed "911" to a designated Public Safety Answering
Point (PSAP) attendant and will provide to the attendant the calling party's
telephone number and, when possible, the address from which the call is being
placed, and the emergency response agencies responsible for the location from
which the call was dialed.
"E911 Message Trunk" is a dedicated line, trunk or channel between two central
offices or switching devices which provides a voice and signaling path for E911
calls.
"Extended Area Service" ("EAS") is intraLATA traffic treated as "local" traffic
between exchanges (rather than as "toll" traffic) as established by the
Commission and as reflected in the effective U S WEST tariffs.
"Effective Date" is the date, indicated in the Preamble, on which this Agreement
shall become effective.
"Emergency Response Agency" is a governmental entity authorized to respond to
requests from the public to meet emergencies.
"EMR" means the Exchange Message Record System used among LECs for exchanging
telecommunications message information for billable, non-billable, sample,
settlement and study data.
Page 6
Part A
EMR format is contained in BR-010-200-010 ▇▇▇▇ Exchange Message Record,
published by Bellcore, which defines the industry standard for exchange message
records.
"ESN" (Emergency Service Number) is a number assigned to the ALI and selective
routing databases for all subscriber telephone numbers. The ESN designates a
unique combination of fire, police and emergency medical service response
agencies that serve the address location of each in-service telephone number.
"FCC" means the Federal Communications Commission.
"FCC Interconnection Order" is the Federal Communications Commission's First
Report and Order in CC Docket No. 96-98 released August 8,1996, as effective.
"Fiber-Meet" means an interconnection architecture method whereby the Parties
physically interconnect their networks via an optical fiber interface (as
opposed to an electrical interface) at a mutually agreed upon location.
"Gateway" (ALI Gateway) is a telephone company computer facility that interfaces
with CO-PROVIDER `s 911 administrative site to receive Automatic Location
Identification (ALI) data from CO-PROVIDER. Access to the Gateway will be via a
dial-up modem using a common protocol.
"HDSL" or "High-Bit Rate Digital Subscriber Line" means a two-wire or four-wire
transmission technology which typically transmits a DS-1 level signal (or,
higher level signals with certain technologies), using, for example, 2 Binary/1
Quartenary ("2B1Q").
"ILEC" means the incumbent local exchange carrier.
"Information Service Traffic" means traffic which originates on a local access
line and which is addressed to an information service provider.
"INP" (Interim Number Portability) is a service arrangement whereby subscribers
who change local service providers may retain existing telephone numbers with
minimal impairment of quality, reliability, or convenience when remaining at
their current location or changing their location within the geographic area
served by the initial carrier's serving central office.
"Integrated Digital Loop Carrier" ("IDLC") means a digital subscriber loop
carrier system which interfaces with the switch digitally at a DS-1 (1.544Mbps)
or higher level.
"Integrated Services Digital Network" or "ISDN" means a switched network service
that provides end-to-end digital connectivity for the simultaneous transmission
of voice and data. Basic Rate Interface-ISDN (BRI-ISDN) provides for a digital
transmission of two 64 Kbps bearer channels and one 16 Kbps data channel (2B+D).
Primary Rate Interface-ISDN (PRI-ISDN) provides for a digital transmission of
twenty-three (23) 64 Kbps bearer channels and one 64 Kbps data channel (23B+D).
"Interconnection" is as described in the Act and refers to the connection of
separate pieces of equipment, facilities, or platforms between or within
networks for the purpose of transmission and routing of telephone exchange
service traffic and exchange access traffic.
"IXC" (Interexchange Carrier) means a provider of interexchange
Telecommunications Services.
Page 7
Part A
"LATA" means Local Access Transport Area.
"LEC" means local exchange carrier.
"LIDB" (Line Information Data Base(s)) is an SOP database that provides for such
functions as calling card validation for telephone line number cards issued by
LECs and other entities and validation for collect and billed-to-third services.
"Local Interconnection" shall have the meaning set forth in the Recitals to this
Agreement.
"Local Resale" or "Services for Resale" or "Resale Services" means,
collectively, Telecommunications Services and service functions provided by U S
WEST to CO-PROVIDER pursuant to Attachment 2 of this Agreement.
"Local Traffic" is intraLATA traffic within an exchange that is treated as toll
free traffic as established by the Commission and as reflected in the effective
tariffs of U S WEST.
"Loop" is a transmission facility between a distribution frame, or its
equivalent, in a U S WEST central office or wire center, and the Network
Interface Device (as defined herein) or network interface at a subscriber's
premises, to which CO-PROVIDER is granted exclusive use. This includes, but is
not limited to, two-wire and four-wire analog voice-grade loops, and two-wire
and four-wire loops that are conditioned to transmit the digital signals needed
to provide ISDN, ADSL, HDSL, and DS-1 level signals. A Loop may be composed of
the following components:
Loop Concentrator/Multiplexer
Loop Feeder
Network Interface Device (NID)
Distribution
"Main Distribution Frame" or "MDF" means the distribution frame of the Party
providing the Loop used to interconnect cable pairs and line and trunk equipment
terminals on a switching system or transmission facility.
"MECAB" refers to the Multiple Exchange Carrier Access Billing (MECAB) document
prepared by the Billing Committee of the Ordering and Billing Forum, which
functions under the auspices of the Carrier Liaison Committee (CLC) of the
Alliance for Telecommunications Industry Solutions (ATIS). The MECAB document,
published by Bellcore as Special Report SR-BDS-000983, contains the recommended
guidelines for the billing of an access service provided by two or more LECs
(including a LEC and a CLEC), or by one LEC in two or more states within a
single LATA.
"MECOD" refers to the Multiple Exchange Carriers Ordering and Design (MECOD)
Guidelines for Access Services Industry Support Interface, a document developed
by the Ordering/Provisioning Committee under the auspices of the Ordering and
Billing Forum, which functions under the auspices of the Carrier Liaison
Committee (CLC) of the Alliance for Telecommunications Industry Solutions
(ATIS). The MECOD document, published by Bellcore as Special Report SR
STS-002643, establishes recommended guidelines for processing orders for access
service which is to be provided by two or more LECs (including a LEC and a
CLEC). It is published by Bellcore as SRBDS 00983.
Page 8
Part A
"Meet-Point Billing" or "MPB" refers to an arrangement whereby two LECs
(including a LEC and CO-PROVIDER) jointly provide Switched Access Service to an
Interexchange Carrier, with each LEC (or CO-PROVIDER) receiving an appropriate
share of the access element revenues.
"Mid-Span Meet" is a point of interconnection between two networks, designated
by two Telecommunications Carriers, at which one carrier's responsibility for
service begins and the other carrier's responsibility ends.
"MSAG" (Master Street Address Guide) is a database defining the geographic area
of an E91 1 service. It includes an alphabetical list of the street names,
high-low house number ranges, community names, and emergency service numbers
provided by the counties or their agents to U S WEST.
"North American Numbering Plan" or "NANP" means the numbering plan used in the
United States that also serves Canada, Bermuda, Puerto Rico and certain
Caribbean Islands. The NANP format is a 10-digit number that consists of a
3-digit NPA code (commonly referred to as the area code), followed by a 3-digit
NXX code and 4-digit line number.
"NENA" (National Emergency Number Association) is an association with a mission
to ▇▇▇▇▇▇ the technological advancement, availability and implementation of 911
nationwide.
"NETWORK ELEMENT" MEANS A FACILITY OR EQUIPMENT USED IN THE PROVISION OF A
TELECOMMUNICATIONS SERVICE INCLUDING ALL FEATURES, FUNCTIONS AND CAPABILITIES
EMBEDDED in SUCH FACILITY OR EQUIPMENT.(4)
"NP" (Number Portability) means the use of the Location Routing Number (LRN)
database solution to provide fully transparent NP for all subscribers and all
providers without limitation.
"NPA" (Numbering Plan Area) (sometimes referred to as an area code) is the three
digit indicator which is designated by the first three digits of each 10-digit
telephone number within the NANP. Each NPA contains 792 possible NXX Codes.
There are two general categories of NPA, "geographic NPAs" and "Non-Geographic
NPAs." A "Geographic NPA" is associated with a defined geographic area, and all
telephone numbers bearing such NPA are associated with services provided within
that geographic area. A "Non-Geographic NPA," also known as a "Service Access
Code (SAC Code)" is typically associated with a specialized Telecommunications
Service which may be provided across multiple geographic NPA areas; 500, 800,
900, 700, and 888 are examples of Non-Geographic NPAs.
"NXX" means the fourth, fifth and sixth digits of a ten-digit telephone number
within the North American Numbering Plan.
"OBF" means the Ordering and Billing Forum, which functions under the auspices
of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
Industry Solutions (ATIS).
"Operator Services" includes, but is not limited to, (1) operator handling for
call completion (e.g., collect calls); (2) operator or automated assistance for
billing after the subscriber has dialed the called number (e.g., credit card
calls); and (3) special services (e.g. BLV/BLI, emergency agency call).
"Operator Systems" is the Network Element that provides operator and automated
call handling with billing, special services, subscriber telephone listings, and
optional call completion services.
__________________________
(4) AT&T Order at pg. 1, "Local Switch - Vertical Features"
Page 9
Part A
"P.01 Transmission Grade of Service (GOS)" means a trunk facility provisioning
standard with the statistical probability of no more than one call in 100
blocked on initial attempt during the average busy hour.
"PLU" (Percent Local Usage) is a calculation which represents the ratio of the
local minutes to the sum of local and intraLATA toll minutes between exchange
carriers sent over Local Interconnection trunks. Directory assistance, BLV/BLI,
900, 976, transiting calls from other exchange carriers and switched access
calls are not included in the calculation of PLU.
"Party" means either U S WEST or CO-PROVIDER and "Parties" means U S WEST and
CO-PROVIDER. "Person" means, collectively, an Affiliate, subsidiary, Customer,
end user and subscriber of U S WEST.
"Point of Interconnection" or "P01" means the physical point that establishes
the technical interface, the test point, where applicable, and the operational
responsibility hand-off between CO-PROVIDER and U S WEST for the local
interconnection of their networks for the mutual exchange of traffic.
"Point of Interface" is the physical point where CO-PROVIDER hands off
transmission media to the U S WEST provided entrance facility associated with a
Collocation arrangement for the purpose of connecting the entrance facility to
some point located within U S WEST's premises.
"Pole Attachment" means the connection of a facility to a utility pole. Some
examples of facilities are mechanical hardware, grounding and transmission
cable, and equipment boxes.
"POP" means an IXC's point of presence.
"PORT" MEANS A TERMINATION ON A CENTRAL OFFICE SWITCH THAT PERMITS CUSTOMERS TO
SEND OR RECEIVE TELECOMMUNICATIONS SERVICES OVER THE PUBLIC SWITCHED NETWORK,
INCLUDING SWITCH FEATURES OR SWITCHING FUNCTIONALITY.(5)
"PREMISES" REFERS TO U S WEST'S CENTRAL OFFICES AND SERVING WIRE CENTERS, AS
WELL AS ALL BUILDINGS OR SIMILAR STRUCTURES OWNED OR LEASED BY U S WEST THAT
HOUSE ITS NETWORK FACILITIES, AND ALL STRUCTURES THAT HOUSE U S WEST FACILITIES
ON PUBLIC RIGHTS-OF-WAY, INCLUDING, BUT NOT LIMITED TO, VAULTS CONTAINING LOOP
CONCENTRATORS OR SIMILAR STRUCTURES.(6)
"Premium Listing", such as additional, foreign, cross reference, informational,
non-listed, privacy, etc. are as described in the U S WEST general exchange
listing tariff.
"Primary Listing" (for example, main list, additional main, joint user, client
main list or answering service list) shall mean the one appearance of an end
user telephone subscriber's main telephone number and other content such as name
and address, which each CO-PROVIDER residence or business subscriber is entitled
to receive in the white pages directory published by U S WEST Dex at no charge
from U S WEST Communications. here U S WEST business end users are entitled to
receive a courtesy listing in the yellow pages section of any directory
published on U S WEST's behalf, CO-PROVIDER's business customers will receive
the same entitlement.
"Proprietary Information" shall have the same meaning as Confidential
Information.
__________________________
(5) AT&T Order at p. 1, "Local Switch - Vertical Features"
(6) MCI Order at p. 10, Issue 31
Page 10
Part A
"PSAP" (Public Safety Answering Point) is the public safety communications
center where 911 calls placed by the public for a specific geographic area will
be answered.
"Rate Center" means the geographic point and corresponding geographic area which
are associated with one or more particular NPA-NXX codes which have been
assigned to U S WEST or CO-PROVIDER for its provision of basic exchange
Telecommunications Services. The "Rate Center Point" is the finite geographic
point identified by a specific V&H coordinate, which is used to measure
distance-sensitive end user traffic to/from the particular NPA-NXX designations
associated with the specific Rate Center. The "Rate Center Area" is the
exclusive geographic area identified as the area within which U S WEST or
CO-PROVIDER will provide basic exchange Telecommunications Services bearing the
particular NPA-NXX designations associated with the specific Rate Center. The
Rate Center Point must be located within the Rate Center Area.
"Rating Point" means the point at which transport mileage is calculated for the
termination of calls. Each Party shall establish its own Rating Point(s) for its
own services.
"Real Time" means the actual time in which an event takes place, with the
reporting on or the recording of the event simultaneous with its occurrence.
"Recipient" means that Party to this Agreement (1) to which Confidential
Information has been disclosed by the other Party, or (2) who has obtained
Confidential Information in the course of providing services under this
Agreement.
"Reseller" is a category of Telecommunications Services providers who obtain
Telecommunications Services from another provider through the purchase of
wholesale priced services for resale to their end user subscribers.
"Routing Point" means a location which U S WEST or CO-PROVIDER has designated on
its own network as the homing (routing) point for traffic inbound to basic
exchange Telecommunications Services provided by U S WEST or CO-PROVIDER which
bear a certain NPA-NXX designation. The Routing Point is employed to calculate
mileage measurements for the distance-sensitive transport element charges of
Switched Access Services. Pursuant to Bellcore Practice BR 795-1 00-100, the
Routing Point may be an "End Office" location, or a "LEC Consortium Point of
Interconnection." Pursuant to that same Bellcore Practice, examples of the
latter shall be designated by a common language location identifier (CLLI) code
with (x)KD in positions 9,10,11, where (x) may by any alphanumeric A-Z or 0-9.
The Routing Point need not be the same as the Rate Center Point, nor must it be
located within the Rate Center Area, but must be in the same LATA as the NPA-NXX
"ROW" (Right of Way) means the right to use the land or other property owned,
leased, or controlled by another party to place poles, conduits, cables, other
structures and equipment, or to provide passage to access such structures and
equipment. A ROW may run under, on, or above public or private property
(including air space above public or private property) and may include the right
to use discrete space in buildings, building complexes or other locations.
"SAG" (Street Address Guide) is a database containing an alphabetical list of
street names, high-low house number ranges, descriptive addresses, community
names, tax codes, subscriber names, telephone numbers, NXXs, central office
names, CLLI and other information maintained by U S WEST.
"SECAB" means the Small Exchange Carrier Access Billing document prepared by the
Billing Committee of the OBF. The Small Exchange Carrier Access Billing
document, published by Bellcore as Special
Page 11
Part A
Report SR OPT-001856, contains the recommended guidelines for the billing of
access and other connectivity services.
"Selective Routing" is a service which automatically routes an E911 call to the
PSAP that has jurisdictional responsibility for the service address of the
telephone from which 911 is dialed, irrespective of telephone company exchange
or wire center boundaries.
"Service Control Point" or "SCP" is a specific type of Database Network Element
functionality deployed in a Signaling System 7 (SS7) network that executes
service application logic in response to SS7 queries sent to it by a switching
system also connected to the SS7 network. SCPs also provide operational
interfaces to allow for provisioning, administration and maintenance of
subscriber data and service application data (e.g., a toll free database stores
subscriber record data that provides information necessary to route toll free
calls.
"Signaling Transfer Point" or "STP" provide functionality that enable the
exchange of SS7 messages among and between switching elements, database elements
and Signaling Transfer Points.
"Switch" -- See Central Office Switch.
"Switched Access", "Switched Access Service", "Switched Exchange Access
Service" or "Switched Access Traffic" are as defined in the Parties'
applicable tariffs.
"Tandem Office Switches" are Class 4 switches which are used to connect and
switch trunk circuits between and among End Office Switches and other tandems.
"Tariff Services" as used throughout this Agreement refers to the applicable
Party's interstate tariffs and state tariffs, price lists, price schedules and
catalogs.
"Technically Feasible" refers solely to technical or operational concerns,
rather than economic, space, or site considerations, in accordance with the
rules and regulations of the FCC and the Commission.
"Telecommunications" means the transmission, between or among points specified
by the user, of information of the user's choosing, without change in the form
or content of the information as sent and received.
"Telecommunications Carrier" means any provider of Telecommunications Services,
except that such term does not include aggregators of Telecommunications
Services (as defined in Section 226 of the Act). A Telecommunications Carrier
shall be treated as a common carrier under the Act only to the extent that it is
engaged in providing Telecommunications Services, except that the FCC shall
determine whether the provision of fixed and mobile satellite service shall be
treated as common carriage.
"Telecommunications Services" means the offering of Telecommunications for a fee
directly to the public, or to such classes of users as to be effectively
available directly to the public, regardless of the facilities used.
"Toll Traffic" is traffic that originates in one Rate Center and terminates in
another Rate Center with the exception of traffic that is rated as EAS.
"Transit Service" provides the ability for a Telecommunications Carrier to use
its connection to a local or access tandem for delivery of calls that originate
with a Telecommunications Carrier and terminate to a
Page 12
Part A
company other than the tandem company, such as another Competitive Local
Exchange Carrier, an existing LEC, or a wireless carrier. In these cases,
neither the originating nor terminating end user is a customer of the tandem
Telecommunications Carrier. The tandem Telecommunications Carrier will accept
traffic originated by a Party and will terminate it at a Point of
Interconnection with another local, intraLATA or interLATA network
Telecommunications Carrier. This service is provided through local and access
tandem switches.
"Transit Traffic" is any traffic, other than Switched Access Traffic, that
originates from one Telecommunications Carrier's network, transits another
Telecommunications Carrier's network, and terminates to yet another
Telecommunications Carrier's network.
"TRCO" means Trouble Reporting Control Office.
"U S WEST" means U S WEST Communications, Inc. and any Affiliates, subsidiary
companies or other entities performing any of the obligations of U S WEST set
forth in this Agreement.
"Voluntary Federal Subscriber Financial Assistance Programs" are
Telecommunications Services provided to low-income subscribers, pursuant to
requirements established by the appropriate federal or state regulatory body.
"Wire Center" denotes, for the purposes of Collocation, a building or space
within a building, that serves as an aggregation point on a given carrier's
network, where transmission facilities and circuits are connected or switched.
Wire Center can also denote a building where one or more central offices, used
for the provision of Telecommunications Services and Access Services, are
located. Wire Center shall mean those points eligible for such connections as
specified in the FCC Docket No. 91-141, and rules adopted pursuant thereto.
TERMS AND CONDITIONS
1. GENERAL PROVISIONS
1.1 Each Party is individually responsible to provide facilities
within its network which are necessary for routing, transporting,
measuring, and billing traffic from the other Party's network and
for delivering such traffic to the other Party's network in the
standard format compatible with CO-PROVIDER's network and to
terminate the traffic it receives in that standard format or the
proper address on its network. The Parties are each solely
responsible for participation in and compliance with national
network plans, including the National Network Security Plan and
the Emergency Preparedness Plan.
1.2 Neither Party shall impair the quality of service to other
carriers or to either Party's Customers, and each Party may
discontinue or refuse service if the other Party violates this
provision. Upon such violation, either Party shall provide the
other Party notice of such violation, at the earliest practicable
time.
1.3 Each Party is solely responsible for the services it provides
to its Customers and to other Telecommunications Carriers.
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Part A
1.3.1 The Parties recognize that equipment vendors may
manufacture telecommunications equipment that does not fully
incorporate and may deviate from industry standards
referenced in this Agreement. Due to the manner in which
individual equipment manufacturers have chosen to implement
industry standards into the design of their products, along
with differing vintages of individual facility components
and the presence of embedded technologies pre-dating current
technical standards, some of the individual facility
components deployed within U S WEST's network, including,
without limitation, Network Elements and associated business
processes and the standards associated with the equipment
providing such Network Elements (collectively, "Network
Components"), may not adhere to all the specifications set
forth and described in the Bellcore, ANSI, ITU and other
technical and performance standards outlined in this
Agreement. Within forty-five (45) days after a request by
CO-PROVIDER, the Parties will develop processes by which U S
WEST will inform CO-PROVIDER of deviations or planned
deviations, and the implementation date of such planned
deviations, from standards referenced in this Agreement for
Network Components that may be ordered by CO-PROVIDER. In
addition, the Parties agree that those deviations from such
standards documented by U S WEST to CO-PROVIDER shall, to
the extent permitted by FCC and Commission rules and
regulations, supersede sections of this Agreement
referencing technical standards otherwise applicable for the
affected Network Elements.(7)
1.3.2 U S WEST agrees that in no event shall it intentionally
allow any Network Component provided by U S WEST to
CO-PROVIDER under this Agreement to perform below the
standards or deviations therefrom reflected in Section
1.3.1, except where requested by CO-PROVIDER. U S WEST
shall minimize any degradation to its equipment relative
to currently applicable service, where reasonable in view
of industry adopted performance standards and
technological developments. Written notice (the "Change
Notice") of any planned changes in standards for any
Network Component which could impact that Network
Component will be provided at least ninety (90) days (or
at the make/buy point) prior to the planned
implementation. If CO-PROVIDER notifies U S WEST of how
the proposed change may adversely impact CO-PROVIDER or
its Customers within fourteen (14) calendar days after
receipt of U S WEST's Change Notice, U S WEST and
CO-PROVIDER will schedule joint discussions to address
and attempt to resolve the matter, including, without
limitation, consideration of proposed alternatives. In
addition, if U S WEST learns that any Network Component
purchased by CO-PROVIDER under this Agreement has been
permitted (even if not intentionally) to fall materially
below the level or specification in effect as of the
Effective Date of this Agreement, U S WEST shall inform
CO-PROVIDER immediately.(8)
1.3.3 The Parties recognize that providing A number of the
services specified in this Agreement depends upon the
"technical feasibility" of providing that service, as
__________________________
(7) AT&T Order at pg. 8, Technical Standards
(8) AT&T Order at pg. 8, Technical Standards
Page 14
Part A
that term is defined under the Act and/or by FCC or
Commission rules and decisions. If the Parties cannot agree
on whether providing a service is technically feasible, the
matter, including cost and expenses (if any), shall be
resolved through good faith negotiation or the dispute
resolution process outlined in this Agreement.
2. MOST FAVORED NATION TERMS AND TREATMENT
2.1 Until such time as there is a final court determination
interpreting Section 252(i) of the Act, U S WEST shall make
available to CO-PROVIDER the terms and conditions of any other
agreement for interconnection, unbundled network elements and
resale services approved by the Commission under Section 252 of
the Act, in that agreements entirety. After there is a final
court determination interpreting Section 252(i) of the Act, the
Parties agree to revise this Section 2.1 to reflect such
interpretation.
3. PAYMENT
3.1 In consideration of the services provided by U S WEST under
this Agreement, CO-PROVIDER shall pay the charges set forth in
Attachment 1 to this Agreement. The billing procedures for
charges incurred by CO-PROVIDER hereunder are set forth in
Attachment 5 to this Agreement.
3.2 Amounts payable under this Agreement, unless reasonably
disputed, are due and payable within thirty (30) days after the
date of U S WEST's invoice or within twenty (20) days after
receipt of the invoice, whichever is later. If the payment due
date is not a Business Day, the payment shall be made the next
Business Day.
3.3 A late payment charge of 1.5% applies to all billed balances,
not reasonably disputed, which are not paid within the applicable
time period set forth in Section 3.2 above. To the extent
CO-PROVIDER pays the billed balance on time, but the amount of
the billed balance is reasonably disputed by CO-PROVIDER, and, it
is later determined that a refund is due CO-PROVIDER, interest
shall be payable on the refunded amount in the amount of 1.5% per
month. To the extent CO-PROVIDER pays the billed balance on time,
but the amount of the billed balance is reasonably disputed by
CO-PROVIDER, and, it is later determined that no refund is due
CO-PROVIDER, no interest shall be payable on the disputed amount.
3.4 Late payment charges shall not be used as a "credit" to a
deposit, if any, without the express approval of U S WEST.
3.5 Unless specified otherwise in this Agreement, U S WEST shall
▇▇▇▇ all amounts due from CO-PROVIDER for each resold service in
accordance with the terms and conditions as specified in the U S
WEST tariff.
4. TAXES
4.1 Any federal, state or local excise, sales, or use taxes
(excluding any taxes levied on income) resulting from the
performance of this Agreement shall be borne by the Party
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Part A
upon which the obligation for payment is imposed under applicable
law, even if the obligation to collect and remit such taxes is
placed upon the other Party. Any such taxes shall be shown as
separate items on applicable billing documents between the
Parties. The Party so obligated to pay any such taxes may contest
the same in good faith, at its own expense, and shall be entitled
to the benefit of any refund or recovery, provided that such
Party shall not permit any lien to exist on any asset of the
other Party by reason of the contest. The Party obligated to
collect and remit taxes shall cooperate fully in any such contest
by the other Party by providing records, testimony and such
additional information or assistance as may reasonably be
necessary to pursue the contest. To the extent a sale is claimed
to be for resale tax exemption, the purchasing Party shall
furnish the providing Party a proper resale tax exemption
certificate as authorized or required by statute or regulation by
the jurisdiction providing said resale tax exemption. Failure to
timely provide said resale tax exemption certificate will result
in no exemption being available to the purchasing Party during
the applicable reporting period.
5. INTELLECTUAL PROPERTY
5.1 Obligations of Party Requesting Access. As a condition to the
access or use of patents, copyright, trade secrets, and other
intellectual property (including software) owned or controlled by
a third party to the extent necessary to implement this Agreement
or specifically required by the then applicable federal and state
rules and regulations relating to Interconnection and access to
telecommunications facilities and services ("Third Party
Intellectual Property"), the Party providing access may require
the other, upon written notice from time to time, to obtain a
license or permission for such access or use of Third Party
Intellectual Property, make all payment, if any, in connection
with obtaining such license, and provide evidence of such
license.
5.2 Obligations of Party Providing Access. The Party providing access
shall provide a list of all known and necessary Third Party
Intellectual Property applicable to the other Party, and, take
all necessary and appropriate steps to facilitate the negotiation
of any mandatory licenses. The treatment of third party licenses
shall be in accordance with FCC rules and regulations and/or
judicial determinations.
5.3 Any intellectual property jointly developed in the course of
performing this Agreement shall belong to both Parties who shall
have the right to grant non-exclusive licenses to third parties
except as otherwise designated in writing by one Party to
another. Any intellectual property which originates from or is
developed by a Party shall remain in the exclusive ownership of
that Party. Except for a limited license to use patents or
copyrights to the extent necessary for the Parties to use any
facilities or equipment (including software) or to receive any
service solely as provided under this Agreement, no license in
patent, copyright, trademark or trade secret, or other
proprietary or intellectual property presently or hereafter
owned, controlled or licensable by a Party, is granted to the
other Party or shall be implied or arise by estoppel.
6. SEVERABILITY
6.1 In the event that any one or more of the provisions
contained herein shall for any reason be held to be
unenforceable or invalid in any respect under law or
regulation, the Parties will negotiate in good faith for
replacement language. If any part of this Agreement is held
to be invalid or unenforceable for any reason, such
invalidity or
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Part A
unenforceability will affect only the portion of this
Agreement which is invalid or unenforceable. In all other
respects this Agreement will stand as if such invalid or
unenforceable provision had not been a part hereof, and the
remainder of this Agreement shall remain in full force and
effect.
7. RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION
7.1 CO-PROVIDER shall in no event be liable to U S WEST for
any costs whatsoever resulting from the presence or release
of any environmental hazard CO-PROVIDER did not introduce to
the affected work location. U S WEST shall, at CO-PROVIDER's
request, indemnify, defend, and hold harmless CO-PROVIDER,
and each of its officers, directors and employees from and
against any losses, damages, claims, demands, suits,
liabilities, fines, penalties and expenses (including
reasonable attorneys' fees) arising out of or resulting from
(a) any environmental hazard U S WEST, its contractors or
agents introduce to the work location, or (b) the presence
or release of any environmental hazard for which U S WEST is
responsible under applicable law.
7.2 U S WEST shall in no event be liable to CO-PROVIDER for
any costs whatsoever resulting from the presence or release
of any environmental hazard U S WEST did not introduce to
the affected work location. CO-PROVIDER shall, at U S WEST's
request, indemnify, defend, and hold harmless U S WEST, and
each of its officers, directors and employees from and
against any losses, damages, claims, demands, suits,
liabilities, fines, penalties and expenses (including
reasonable attorneys' fees) arising out of or resulting from
(a) any environmental hazard CO-PROVIDER, its contractors or
agents introduce to the work location, or (b) the presence
of release of any environmental hazard for which CO-PROVIDER
is responsible under applicable law.
7.3 In the event any suspect materials within U S
WEST-owned, operated or leased facilities are identified to
be asbestos-containing, CO-PROVIDER will ensure that, to the
extent any activities which it undertakes in the facility
disturb such suspect materials, such CO-PROVIDER activities
will be in accordance with applicable local, state and
federal environmental and health and safety statutes and
regulations. Except for abatement activities undertaken by
CO-PROVIDER or equipment placement activities that result in
the generation of asbestos containing material, CO-PROVIDER
shall not have any responsibility for managing, nor be the
owner of, not have any liability for, or in connection with,
any asbestos containing material. U S WEST agrees to
immediately notify CO-PROVIDER if U S WEST undertakes any
asbestos control or asbestos abatement activities that
potentially could affect CO-PROVIDER equipment or
operations, including, but not limited to, contamination of
equipment.
7.4 Each Party will be solely responsible, at its own
expense, for proper handling, storing, transport and
disposal of all (a) substances or materials that it or its
contractors or agents bring to, create or assume control
over at work locations, or (b) waste resulting therefrom or
otherwise generated in connection with its or its
contractors' or agents' activities at the work locations.
8. BRANDING(9),(10)
__________________________
(9) MCI Order at pg. 5, Issue 23
Page 17
Part A
8.1 U S WEST WILL OFFER CO-PROVIDER UNBRANDED DIRECTORY ASSISTANCE
AND OPERATOR SERVICES.
8.2 U S WEST WILL NOT BE REQUIRED TO REBRAND UNIFORMS AND VEHICLES.
8.3 AT CO-PROVIDER'S REQUEST, U S WEST SHALL BE OBLIGATED TO PROVIDE
BRANDING AND UNBRANDING OF SERVICES PROVIDED TO CO-PROVIDER
CUSTOMERS PURSUANT TO THIS AGREEMENT IN A NONDISCRIMINATORY
MANNER CONSISTENT WITH THE BRANDING OF SUCH SERVICES TO U S WEST
CUSTOMERS.
8.4 IF CO-PROVIDER REQUESTS THAT A SERVICE PROVIDED UNDER THIS
AGREEMENT BE BRANDED AS AN CO-PROVIDER SERVICE AND U S WEST
INFORMS CO-PROVIDER THAT SUCH BRANDING IS NOT AVAILABLE OR IF IT
IS NOT PRACTICAL TO SO BRAND THE SERVICE, THEN U S WEST WILL
OFFER CO-PROVIDER THE SERVICE ON AN UNBRANDED BASIS AT
CO-PROVIDER'S REQUEST. IF CO-PROVIDER REQUESTS UNBRANDING OF A
SERVICE UNDER SUCH CIRCUMSTANCES, U S WEST MUST UNBRAND THEIR OWN
SERVICE.
8.5 WITHOUT LIMITATION OF THE PROVISIONS OF SECTION 8.1 AND 8.2, IF
U S WEST IS OFFERING A SERVICE ON AN UNBRANDED BASIS, U S WEST
MAY BRAND SUCH SERVICE WITH THE U S WEST BRAND ONLY IF U S WEST
ALSO OFFERS TO BRAND THE SERVICE WITH THE CO-PROVIDER BRAND.
8.6 U S WEST shall provide, for CO-PROVIDER's review, the methods and
procedures, training and approaches to be used by U S WEST to
assure that U S WEST meets CO-PROVIDER's branding requirements.
8.7 This Section 8 shall confer on U S WEST no rights to the service
marks, trademarks and trade names owned by or used in connection
with services by CO-PROVIDER or its Affiliates, except as
expressly permitted by CO-PROVIDER.
8.8 At the request of CO-PROVIDER, and where technically feasible,
U S WEST will rebrand Operator Services and Directory Assistance
in CO-PROVIDER's name.
9. INDEPENDENT CONTRACTOR STATUS
9.1 Nothing contained herein shall constitute the Parties as
joint venturers, partners, employees or agents of one another,
and neither Party shall have the right or power to bind or
obligate the other.
9.2 Each Party is an independent contractor, and has and
hereby retains the right to exercise full control of and
supervision over its own performance or its obligations under
this Agreement and retains full control over the employment,
direction, compensation and discharge of all employees
assisting in the performance of such obligations. Each Party
will be solely responsible for all matters relating to payment
of such employees, including compliance with social security
taxes, withholding taxes, and other payroll taxes with respect
to their respective employees, as well as any taxes,
contributions or other
__________________________
(10) Sections 8.3-8.5 pursuant to Final Arbitration Order at pg. 4, Issue A-1
Page 18
Part A
obligations imposed by applicable state unemployment or
workers' compensation acts and all other regulations
governing such matters. Each Party has sole authority and
responsibility to hire, fire and otherwise control its
employees.
9.3 Subject to the limitations on liability and except as
otherwise provided in this Agreement, each Party shall be
responsible for (a) its own acts and performance of all
obligations imposed by applicable law in connection with its
activities, legal status and property, real or personal, and
(b) the acts of its own Affiliates, employees, agents and
contractors during the performance of that Party's
obligations hereunder. Except for provisions herein
expressly authorizing one Party to act for the other,
nothing in this Agreement shall constitute a Party as a
legal representative or agent of the other Party, nor shall
a Party have the right or authority to assume, create or
incur any liability or any obligation of any kind, express
or implied, against or in the name or on behalf of the other
Party unless otherwise expressly permitted by such other
Party. Except as otherwise expressly provided in this
Agreement, neither Party shall undertake to perform any
obligation of the other Party, whether regulatory or
contractual, or to assume any responsibility for the
management of the other Party's business.
10. REFERENCED DOCUMENTS
10.1 All references to Sections, Exhibits, and Schedules
shall be deemed to be references to Sections of, and
Exhibits and Schedules to, this Agreement unless the context
shall otherwise require. Whenever any provision of this
Agreement refers to a technical reference, technical
publication, CO-PROVIDER practice, U S WEST practice, any
publication of telecommunications industry administrative or
technical standards, or any other document specifically
incorporated into this Agreement, it will be deemed to be a
reference to the most recent version or edition (including
any amendments, supplements, addenda, or successors) or such
document that is in effect, and will include the most recent
version or edition (including any amendments, supplements,
addenda, or successors) of each document incorporated by
reference in such a technical reference, technical
publication, CO-PROVIDER practice, U S WEST practice, or
publication of industry standards, unless CO-PROVIDER elects
otherwise.
11. PUBLICITY AND ADVERTISING
11.1 Neither Party shall publish or use any advertising,
sales promotions or other publicity materials that use the
other Party's logo, trademarks or service marks without the
prior written approval of the other Party.
12. EXECUTED IN COUNTERPARTS
12.1 This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but
such counterparts shall together constitute one and the same
instrument.
13. HEADINGS NOT CONTROLLING
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Part A
13.1 The headings and numbering of Sections, Parts,
Appendices and Attachments in this Agreement are for
convenience only and shall not be construed to define or
limit any of the terms herein or affect the meaning or
interpretation of this Agreement.
14. JOINT WORK PRODUCT
14.1 This Agreement is the joint work product of the Parties
and has been negotiated by the Parties and their respective
counsel and shall be fairly interpreted in accordance with
its terms and, in the event of any ambiguities, no
inferences shall be drawn against either Party.
15. SURVIVAL
15.1 Any liabilities or obligations of a Party for acts or
omissions prior to the cancellation or termination of this
Agreement; any obligation of a Party under the provisions
regarding indemnification, confidential information,
limitation of liability, and any other provisions of this
Agreement which, by their terms, are contemplated to
survive, or to be performed after, termination of this
Agreement, shall survive cancellation or termination
thereof.
16. EFFECTIVE DATE
16.1 This Agreement shall become effective pursuant to
Sections 251 and 252 of the Act, on __________________.
17. AMENDMENT OF AGREEMENT
17.1 Except as otherwise provided in this Agreement, no
amendment or waiver of any provision of this Agreement, and
no consent to any default under this Agreement, shall be
effective unless the same is in writing and signed by an
officer of the Party against whom such amendment, waiver or
consent is claimed. If either Party desires an amendment to
this Agreement during the term of this Agreement, it shall
provide written notice thereof to the other Party describing
the nature of the requested amendment. If the Parties are
unable to agree on the terms of the amendment within thirty
(30) days after the initial request therefor, the Party
requesting the amendment may invoke the dispute resolution
process under Section 27 of this Part A of this Agreement to
determine the terms of any amendment to this Agreement.
18. INDEMNIFICATION
18.1 NOTWITHSTANDING ANY LIMITATIONS IN REMEDIES CONTAINED
IN THIS AGREEMENT, EACH PARTY (THE "INDEMNIFYING PARTY")
WILL INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY
("INDEMNIFIED PARTY") FROM AND AGAINST ANY LOSS, COST,
CLAIM, LIABILITY, DAMAGE AND EXPENSE, INCLUDING REASONABLE
ATTORNEY'S FEES, TO THIRD PARTIES, RELATING TO OR ARISING
OUT OF THE LIBEL, SLANDER, INVASION OF PRIVACY,
MISAPPROPRIATION OF A NAME OR LIKENESS, ACTUAL OR ALLEGED
INFRINGEMENT OR OTHER VIOLATION OR BREACH OF ANY PATENT,
COPYRIGHT, TRADEMARK, SERVICE ▇▇▇▇, TRADE NAME, TRADE DRESS,
TRADE SECRET OR ANY
Page 20
Part A
OTHER INTELLECTUAL PROPERTY PRESENTLY EXISTING OR LATER
CREATED, NEGLIGENCE OR WILLFUL MISCONDUCT BY THE
INDEMNIFYING PARTY, ITS EMPLOYEES, AGENTS, OR
CONTRACTORS IN THE PERFORMANCE OF THIS AGREEMENT OR THE
FAILURE OF THE INDEMNIFYING PARTY TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT. IN ADDITION, THE INDEMNIFYING PARTY
WILL, TO THE EXTENT OF ITS OBLIGATIONS TO INDEMNIFY
HEREUNDER, DEFEND ANY ACTION OR SUIT BROUGHT BY A THIRD
PARTY AGAINST THE INDEMNIFIED PARTY. THE PARTY PROVIDING
ACCESS UNDER THIS AGREEMENT SHALL HAVE NO INDEMNIFICATION
OBLIGATION HEREUNDER FOR ANY LOSS, COST, CLAIM, LIABILITY,
DAMAGE OR EXPENSE ARISING ON ACCOUNT OF THIRD PARTY
INTELLECTUAL PROPERTY AFTER HAVING GIVEN WRITTEN NOTICE TO
THE OTHER PARTY OF THE THIRD PARTY INTELLECTUAL PROPERTY
PURSUANT TO SECTION 5 ABOVE.(11)
18.2 The Indemnified Party will notify the Indemnifying Party
promptly in writing of any written claim, lawsuit, or demand
by third parties for which the Indemnified Party alleges
THAT the Indemnifying Party is responsible under this
Section 18 and tender the defense of such claim, lawsuit or
demand to the Indemnifying Party. Failure to so notify the
Indemnifying Party shall not relieve the Indemnifying Party
of any liability that the Indemnifying Party might have,
except to the extent that such failure prejudices the
Indemnifying Party's ability to defend such claim.
18.2 The Indemnified Party also will cooperate in every
reasonable manner with the defense or settlement of such
claim, demand, or lawsuit. The Indemnifying Party shall keep
the Indemnified Party reasonably and timely apprised of the
status of the claim, demand or lawsuit. The Indemnified
Party shall have the right to retain its own counsel,
including in-house counsel, at its expense, and participate
in but not direct the defense; provided, however, that if
there are reasonable defenses in addition to those asserted
by the Indemnifying Party, the Indemnified Party and its
counsel may raise and direct such defenses, which shall be
at the expense of the Indemnifying Party.
18.4 The Indemnifying Party will not be liable under this Section
18 for settlements or compromises by the Indemnified Party
of any claim, demand or lawsuit unless the Indemnifying
Party has approved the settlement or compromise in advance
or unless the defense of the claim, demand or lawsuit has
been tendered to the Indemnifying Party in writing and the
Indemnifying Party has failed to timely undertake the
defense. In no event shall the Indemnifying Party settle or
consent to any judgment pertaining to any such action
without the prior written consent of the Indemnified Party.
19. LIMITATION OF LIABILITY
19.1 Except as otherwise provided in the indemnity section, no
Party shall be liable to the other Party for any Loss,
defect or equipment failure caused by the conduct of the
other Party, the other Party's agents, servants, contractors
or others acting in aid or concert with the other Party.
19.2 [Intentionally left blank for numbering consistency]
19.3 In no event shall either Party have any liability whatsoever
to the other Party for any indirect, special, consequential,
incidental or punitive damages, including, but not limited
to, loss of anticipated profits or revenue or other economic
loss in connection with or
__________________________
(11) AT&T Order at pg. 10, "Indemnification", Final Arbitration Order at p. 6
Page 21
Part A
arising from anything said, omitted or done hereunder
(collectively, "Consequential Damages"), even if the other
Party has been advised of the possibility of such damages;
provided, that the foregoing shall not limit a Party's
obligation to indemnify, defend and hold the other Party
harmless against any amounts payable to a third party,
including any losses, costs, fines penalties, criminal or
civil judgments or settlements, expenses (including attorneys'
fees) and Consequential Damages of such third party. Nothing
contained in this section shall limit either Party's liability
to the other for (i) willful or intentional misconduct
(including gross negligence); (ii) bodily injury, death or
damage to tangible real or tangible personal property
proximately caused by such party's negligent act or omission
or that of their respective agents, subcontractors or
employees; OR (III) UNDER THE CIRCUMSTANCES PRESENTED TO THE
ARBITRATOR, THE COMMISSION OR OTHER DECISION MAKER, AS THE
CASE MAY BE PURSUANT TO THE DISPUTE RESOLUTION PROCESS IN
SECTION 27, A PATTERN OF CONDUCT IS FOUND TO EXIST BY SUCH
ARBITRATOR, THE COMMISSION OR OTHER DECISION MAKER IN
VIOLATION OF A PARTY'S OBLIGATIONS UNDER THIS AGREEMENT THAT
JUSTIFIES AN AWARD OF CONSEQUENTIAL DAMAGES,(12) nor shall
anything contained in this section limit the Parties'
indemnification obligations, as specified above.
19.4 Notwithstanding the provisions of Section 19.3, to the extent
that U S WEST tariffs contain limitations on liability,
CO-PROVIDER shall submit language for inclusion in its
Intrastate retail tariffs, that is substantially similar to
the limitation of liability language contained in U S WEST's
tariffs, and such limitations of liability shall govern for
Customer claims. In addition, notwithstanding the provisions
of Section 19.3, to the extent that the Commission's quality
of service rules provide for remedies to CO-PROVIDER or its
Customers for Customer claims, then those remedies shall
govern as to such claims.
20. TERM OF AGREEMENT
20.1 This Agreement shall be effective upon Commission approval and shall
remain in effect until June 26, 2001, and thereafter shall continue in
force and effect unless and until a new agreement, addressing all of
the terms of this Agreement, becomes effective between the Parties. The
Parties shall commence negotiations on a new agreement no later than
one (1) year prior to the expiration of the term of this Agreement.
Either Party may request resolution of open issues in accordance with
the provisions of Section 27 of this Part A of this Agreement, Dispute
Resolution, beginning nine (9) months prior to the expiration of this
Agreement. Any disputes regarding the terms and conditions of the new
interconnection agreement shall be resolved in accordance with said
Section 27 and the resulting agreement shall be submitted to the
Commission. This Agreement shall remain in effect until a new
interconnection agreement approved by the Commission has become
effective.
21. GOVERNING LAW
21.1 This Agreement shall be governed by and construed in
accordance with the Act and the FCC's rules and regulations,
except insofar as state law may control any aspect of this
Agreement, in which case the domestic laws of the State of
Utah, without regard to its conflicts of laws principles,
shall govern.
22. CANCELLATION CHARGES
__________________________
(12) Final Arbitration Order at p. 7
Page 22
Part A
22.1 Except as provided pursuant to a Bona Fide Request, or as
otherwise provided in any applicable tariff or contract
referenced herein, no cancellation charges shall apply.
23. REGULATORY APPROVALS
23.1 This Agreement, and any amendment or modification hereof,
will be submitted to the Commission for approval in accordance
with Section 252 of the Act. In the event any governmental
authority or agency rejects any provision hereof, the Parties
shall negotiate promptly and in good faith such revisions as
may reasonably be required to achieve approval.
23.2 U S WEST shall provide CO-PROVIDER a summary describing
the proposed change(s) to each Telecommunication Service which
is available pursuant to this Agreement. U S WEST shall also
provide CO-PROVIDER a summary describing the proposed
change(s) of each intrastate and interstate tariff which
provides for an Interconnection, unbundled Network Element or
Ancillary Service that is available pursuant to this
Agreement. Such summaries shall be available through an
Internet Web page to be posted on the same day the proposed
change is filed with the Commission or the FCC or at least
thirty (30) days in advance of its effective date, whichever
is earlier.
23.3 In the event any governmental authority or agency orders
U S WEST to provide any service covered by this Agreement in
accordance with any terms or conditions that individually
differ from one or more corresponding terms or conditions of
this Agreement, CO-PROVIDER may elect to amend this Agreement
to reflect any such differing terms or conditions contained in
such decision or order, with effect from the date CO-PROVIDER
makes such election. The other services covered by this
Agreement and not covered by such decision or order shall
remain unaffected and shall remain in full force and effect.
23.4 The Parties intend that any additional services requested
by either Party relating to the subject matter of this
Agreement will be incorporated into this Agreement by
amendment.
24. COMPLIANCE
24.1 Each Party shall comply with all applicable federal,
state, and local laws, rules and regulations applicable to its
performance under this Agreement.
24.2 Each Party represents and warrants that any equipment,
facilities or services provided to the other Party under this
Agreement comply with the Communications Law Enforcement Act
of 1994 ("CALEA"). Each Party (the "Indemnifying Party") shall
indemnify and hold the other Party (the "Indemnified Party")
harmless from any and all penalties imposed upon the
Indemnified Party for such noncompliance and shall, at the
Indemnifying Party's sole cost and expense, modify or replace
any equipment, facilities or services provided to the
Indemnified Party under this Agreement to ensure that such
equipment, facilities and services fully comply with CALEA.
24.3 All terms, conditions and operations under this Agreement
shall be performed in accordance with all applicable laws,
regulations and judicial or regulatory decisions of all
Page 23
Part A
duly constituted governmental authorities with appropriate
jurisdiction, and this Agreement shall be implemented
consistent with the FCC Interconnection Order and any
applicable Commission orders. Each Party shall be responsible
for obtaining and keeping in effect all FCC, Commission,
franchise authority and other regulatory approvals that may be
required in connection with the performance of its obligations
under this Agreement. In the event the Act or FCC or
Commission rules and regulations applicable to this Agreement
are held invalid, this Agreement shall survive, and the
Parties shall promptly renegotiate any provisions of this
Agreement which, in the absence of such invalidated Act, rule
or regulation, are insufficiently clear to be effectuated,
violate, or are either required or not required by the new
rule or regulation. [THE FOLLOWING UNDERLINED LANGUAGE IS FOR
THE CO-PROVIDER AGREEMENT ONLY] DURING THESE NEGOTIATIONS,
EACH PARTY WILL CONTINUE TO PROVIDE THE SAME SERVICES AND
ELEMENTS TO EACH OTHER AS ARE PROVIDED FOR UNDER THIS
AGREEMENT. PROVIDED, HOWEVER, THAT EITHER PARTY SHALL GIVE TEN
(10) BUSINESS DAYS NOTICE IF IT INTENDS TO CEASE ANY
DEVELOPMENT OF ANY NEW ELEMENT OR SERVICE THAT IS NOT AT THAT
TIME BEING PROVIDED PURSUANT TO THIS AGREEMENT. In the event
the Parties cannot agree on an amendment within thirty (30)
days from the date any such rules, regulations or orders
become effective, then the Parties shall resolve their
dispute, including liability for non-compliance with the new
clause or the cost, if any, of performing activities no longer
required by the rule or regulation during the renegotiation of
the new clause under the applicable procedures set forth in
Section 27 herein.
25. FORCE MAJEURE
25.1 Neither Party shall be liable for any delay or failure in
performance of any part of this Agreement from any cause
beyond its control and without its fault or negligence
including, without limitation, acts of nature, acts of civil
or military authority, embargoes, epidemics, terrorist acts,
riots, insurrections, fires, explosions, earthquakes, nuclear
accidents, floods, work stoppages, equipment failure, power
blackouts, volcanic action, other major environmental
disturbances, unusually severe weather conditions, inability
to secure products or services of other persons or
transportation facilities or acts or omissions of
transportation carriers. No delay or other failure to perform
shall be excused pursuant to this Section 25 unless such delay
or failure and the consequences thereof are beyond the control
and without the fault or negligence of the Party claiming
excusable delay or other failure to perform. In the event of
any such excused delay in the performance of a Party's
obligation(s) under this Agreement, the due date for the
performance of the original obligation(s) shall be extended by
a term equal to the time lost by reason of the delay. In the
event of such delay, the delaying Party shall perform its
obligations at a performance level no less than that which it
uses for its own operations. In the event of a labor dispute
or strike, the Parties agree to provide service to each other
at a level equivalent to the level they provide themselves. In
the event of a labor dispute or strike or work stoppage that
continues for a period in excess of forty-eight (48) hours,
CO-PROVIDER may obtain replacement services for those services
affected by such labor dispute or strike or work stoppage, in
which event any liability of CO-PROVIDER for the affected
services shall be suspended for the period of the work
stoppage or labor dispute or strike. In the event of such
performance delay or failure by U S WEST, U S WEST agrees to
resume performance in a nondiscriminatory manner and not favor
its own provision of Telecommunications Services above that of
CO-PROVIDER.
26. ESCALATION PROCEDURES
Page 24
Part A
26.1 CO-PROVIDER and U S WEST agree to exchange escalation
lists which reflect contact personnel including vice
president-level officers. These lists shall include name,
department, title, phone number, and fax number for each
person. CO-PROVIDER and U S WEST agree to exchange up-to-date
lists as reasonably necessary.
27. DISPUTE RESOLUTION
27.1 If any claim, controversy or dispute between the Parties,
their agents, employees, officers, directors or affiliated
agents ("Dispute") cannot be settled through negotiation, it
may be resolved by arbitration conducted by a single
arbitrator engaged in the practice of law, under the then
current rules of the American Arbitration Association ("AAA").
The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state
law, shall govern the arbitrability of all Disputes. The
arbitrator shall not have authority to award punitive damages.
All expedited procedures prescribed by the AAA rules shall
apply. The arbitrator's award shall be final and binding and
may be entered in any court having jurisdiction thereof and
shall be noticed to the Commission. The arbitrator shall
determine which Party or Parties will bear the costs of
arbitration, including apportionment, if appropriate. The
arbitration shall occur in Denver, Colorado and the governing
law shall be In accordance with Section 21.1 above.(13)
27.2 In the event CO-PROVIDER and U S WEST are unable to agree on
certain issues during the term of this Agreement, the Parties
may identify such issues for arbitration before the
Commission. Only those points identified by the Parties for
arbitration will be submitted.(14)
27.3 If a Dispute is submitted to arbitration pursuant to Section
27.1 above, the procedures described in this Section 27.3
shall apply, notwithstanding the then current rules of the
AAA. Discovery shall be controlled by the arbitrator and shall
be permitted to the extent set forth below. Each party may
submit in writing to a Party, and that Party shall so respond,
to an agreed amount of the following: interrogatories, demands
to produce documents, and requests for admission. Not less
than ten (10) days prior to the arbitration hearing, the
Parties shall exchange witness and exhibit lists. Deposition
discovery shall be controlled by the arbitrator. Additional
discovery may be permitted upon mutual agreement of the
Parties or the determination of the arbitrator. The
arbitration hearing shall be commenced within thirty (30) days
after a demand for arbitration by either Party and shall be
held in Denver, Colorado. The arbitrator shall control the
scheduling so as to process the matter expeditiously. The
Parties may submit written briefs. The arbitrator shall rule
on the dispute by issuing a written opinion within seven (7)
days after the close of the hearings. The times specified in
this section may be extended upon mutual agreement of the
Parties or by the arbitrator upon a showing of good cause. The
decision of the arbitrator shall be final and binding upon the
Parties and judgment upon the award rendered by the arbitrator
may be
__________________________
(13) AT&T Order at p. 10, "Dispute Resolution"
(14) AT&T Order at p. 10, "Dispute Resolution"
Page 25
Part A
entered in a court having jurisdiction. The decision shall
also be submitted to the Commission.(15)
28. NONDISCLOSURE
28.1 All information, including, but not limited to,
specifications, microfilm, photocopies, magnetic disks,
magnetic tapes, drawings, sketches, models, samples, tools,
technical information, data, employee records, maps, financial
reports, and market data (a) furnished by one Party to the
other Party dealing with Customer specific, facility specific,
or usage specific information, other than Customer information
communicated for the purpose of publication of directory
database inclusion, or (b) in written, graphic,
electromagnetic, or other tangible form and marked at the time
of delivery as "Confidential" or "Proprietary", or (c)
declared orally or in writing to the Recipient at the time of
delivery, or by written notice given to the Recipient within
ten (10) days after delivery, to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary
Information"), shall remain the property of the Discloser. A
Party who receives Proprietary Information via an oral
communication may request written confirmation that the
material is Proprietary Information. A Party who delivers
Proprietary Information via an oral communication may request
written confirmation that the Party receiving the information
understands that the material is Proprietary Information.
28.2 Upon request by the Discloser, the Recipient shall return
all tangible copies of Proprietary Information, whether
written, graphic or otherwise, except that the Recipient's
legal counsel may retain one (1) copy for archival purposes.
28.3 Each Party shall keep all of the other Party's
Proprietary Information confidential and shall use the other
Party's Proprietary Information only in connection with this
Agreement. Neither Party shall use the other Party's
Proprietary Information for any other purpose except upon such
terms and conditions as may be agreed upon between the Parties
in writing.
28.4 Unless otherwise agreed, the obligations of
confidentiality and non-use set forth in this Agreement do not
apply to such Proprietary Information that:
28.4.1 was, at the time of receipt, already
known to the Recipient free of any obligation to keep
it confidential evidenced by written records prepared
prior to delivery by the Discloser; or
28.4.2 is or becomes publicly known through
no wrongful act of the Recipient; or
28.4.3 is rightfully received from a third
person having no direct or indirect secrecy or
confidentiality obligation to the Discloser with
respect to such information; or
28.4.4 is independently developed by an
employee, agent, or contractor of the Recipient which
individual is not involved in any manner with the
provision
__________________________
(15) AT&T Order at p. 10, "Dispute Resolution"
Page 26
Part A
of services pursuant to this Agreement and does not have any
direct or indirect access to the Proprietary Information; or
28.4.5 is approved for release by written
authorization of the Discloser or
28.4.6 is required by law, a court, or
governmental agency, provided that the Discloser has
been notified of the requirement promptly after the
Recipient becomes aware of the requirement, subject
to the right of the Discloser to seek a protective
order as provided in Section 28.5 below.
28.5 For a period of ten (10) years from receipt of Proprietary
Information, the Recipient shall (a) use it only for the
purpose of performing under this Agreement, (b) hold it in
confidence and disclose it only to employees, authorized
contractors and authorized agents who have a need to know it
in order to perform under this Agreement, and (c) safeguard it
from unauthorized use or disclosure using no less than the
degree of care with which the Recipient safeguards its own
Proprietary Information. Any authorized contractor or agent to
whom Proprietary Information is provided must have executed a
written agreement comparable in scope to the terms of this
Section. Not withstanding the foregoing, each Party shall
provide advance notice of three (3) Business Days to the other
of the intent to provide Proprietary information to a
governmental authority and the Parties shall cooperate with
each other in attempting to obtain a suitable protective
order. The Recipient agrees to comply with any protective
order that covers the Proprietary Information to be disclosed.
28.6 Each Party agrees that the Discloser would be irreparably
injured by a breach of this Section 28 by the Recipient or its
representatives and that the Discloser shall be entitled to
seek equitable relief, including injunctive relief and
specific performance, in the event of any breach of this
Section 28. Such remedies shall not be exclusive but shall be
in addition to all other remedies available at law or in
equity.
28.7 CPNI related to either Party's subscribers obtained by
virtue of Local Interconnection or any other service provided
under this Agreement shall be the Discloser's Proprietary
Information and may not be used by the Recipient for any
purpose except performance of its obligations under this
Agreement, and in connection with such performance, shall be
disclosed only to employees, authorized contractors and
authorized agents with a need to know, unless the subscriber
expressly directs the Discloser to disclose such information
to the Recipient pursuant to the requirements of Section
222(c)(2) of the Act. If the Recipient seeks and obtains
written approval to use or disclose such CPNI from the
Discloser, such approval shall be obtained only in compliance
with Section 222(c)(2) and, in the event such authorization is
obtained, the Recipient may use or disclose only such
information as the Discloser provides pursuant to such
authorization and may not use information that the Recipient
has otherwise obtained, directly or indirectly, in connection
with its performance under this Agreement.
28.8 Except as otherwise expressly provided in this Section
28, nothing herein shall be construed as limiting the rights
of either Party with respect to its subscriber information
under any applicable law, including, without limitation,
Section 222 of the Act.
Page 27
Part A
28.9 Effective Date Of This Section. Notwithstanding any other
provision of this Agreement, the Proprietary Information
provisions of this Agreement shall apply to all Proprietary
Information furnished by either Party with a claim of
confidentiality or proprietary nature at any time.
29. NOTICES
29.1 Except as otherwise provided herein, all notices or other
communication hereunder shall be deemed to have been duly
given when made in writing and delivered in person or
deposited in the United States mail, certified mail, postage
prepaid, return receipt requested, or delivered by prepaid
overnight express mail, and addressed as follows:
To CO-PROVIDER:
F. ▇▇▇▇▇ ▇▇▇▇▇▇
Vice President -Finance
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ - Director of Regulatory Affairs
Advanced Telecommunications, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
Copy to: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
To U S WEST:
Director-- Interconnection Compliance
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Copy to: U S WEST, Communications, Inc..
General Counsel, Law Dept.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
29.2 If personal delivery is selected to give notice, a
receipt of such delivery shall be obtained. The address to
which notices or communications may be given to either Party
may be changed by written notice given by such Party to the
other pursuant to this Section 29.
30. ASSIGNMENT
Page 28
Part A
30.1 Neither Party may assign, transfer (whether by operation
of law or otherwise) or delegate this Agreement (or any rights
or obligations hereunder) to a third party without the prior
written consent of the other Party, which consent shall not be
unreasonably withheld, provided that each Party may assign
this Agreement to an Affiliate or an entity under its common
control or an entity acquiring all or substantially all of its
assets or equity by providing prior written notice to the
other Party of such assignment or transfer. Any attempted
assignment or transfer that is not permitted under the
provisions of this Section 30 is void AB INITIO. Without
limiting the generality of the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of the Parties'
respective successors and assigns. No assignment or delegation
hereof shall relieve the assignor of its obligations under
this Agreement.
30.2 If any obligation of U S WEST under this Agreement is
performed by a subcontractor or Affiliate, U S WEST shall
remain fully responsible for the performance of this Agreement
in accordance with its terms, and U S WEST shall be solely
responsible for payments due to its subcontractors.
30.3 If any obligation of CO-PROVIDER under this Agreement is
performed by a subcontractor or Affiliate, CO-PROVIDER shall
remain fully responsible for the performance of this Agreement
in accordance with its terms, and CO-PROVIDER shall be solely
responsible for payments due to its subcontractors.
31. WARRANTIES
31.1 U S WEST shall conduct all activities and interfaces
which are provided for under this Agreement with CO-PROVIDER
Customers in a carrier-neutral, nondiscriminatory manner.
31.2 U S WEST warrants that it has provided, and during the
term of this Agreement it will continue to provide, to
CO-PROVIDER true and complete copies of all material
agreements in effect between U S WEST and any third party
(including Affiliates) providing any services to CO-PROVIDER
on behalf of or under contract to U S WEST in connection with
U S WEST's performance of this Agreement, or from whom U S
WEST has obtained licenses or other rights used by U S WEST to
perform its obligations under this Agreement, provided,
however, that U S WEST may provide such agreements under
appropriate protective order.
32. DEFAULT
32.1 In the event of a breach of any material provision of
this Agreement by either Party, the non-breaching Party shall
give the breaching Party and the Commission written notice
thereof, and:
32.1.1 if such material breach is for
non-payment of amounts due hereunder pursuant to
Section 3.2 of Part A of this Agreement, the
breaching Party shall cure such breach within thirty
(30) calendar days of receiving such notice. The
non-breaching Party shall be entitled to pursue all
available legal and equitable remedies for such
breach. Amounts disputed in good faith and withheld
Page 29
Part A
or set off shall not be deemed "amounts due
hereunder" for the purpose of this provision.
32.1.2 if such material breach is for any
failure to perform in accordance with this Agreement,
which, in the sole judgment of the non-breaching
Party, adversely affects the non-breaching Party's
subscribers, the non-breaching Party shall give
notice of the breach and the breaching Party shall
cure such breach to the non-breaching Party's
reasonable satisfaction within ten (10) calendar days
or within a period of time equivalent to the
applicable interval required by this Agreement,
whichever is shorter. If the breaching Party does not
cure such breach within the applicable time period,
the non-breaching Party may, at its sole option,
terminate this Agreement, or any parts hereof. The
non-breaching Party shall be entitled to pursue all
available legal and equitable remedies for such
breach. Notice under this Subsection 32.1.2 may be
given electronically or by facsimile, provided that a
hard copy or original of such notice is sent by
overnight delivery service.
32.1.3 if such material breach is for any
other failure to perform in accordance with this
Agreement, the breaching Party shall cure such breach
to the non-breaching Party's reasonable satisfaction
within forty-five (45) calendar days, and, if it does
not, the non-breaching Party may, at its sole option,
terminate this Agreement, or any parts hereof. The
non-breaching Party shall be entitled to pursue all
available legal and equitable remedies for such
breach.
32.2 CO-PROVIDER may terminate this Agreement in whole at any time
only for cause upon sixty (60) calendar days' prior written
notice. CO-PROVIDER's sole liability shall be payment of
amounts due for services provided or obligations assumed up to
the date of termination.
32.3 In the event of any termination under this Section 32, U
S WEST and CO-PROVIDER agree to cooperate to provide for an
uninterrupted transition of services to CO-PROVIDER or another
vendor designated by CO-PROVIDER to the extent that U S WEST
has the ability to provide such cooperation.
32.4 Notwithstanding any termination hereof, the Parties shall
continue to comply with their obligations under the Act.
33. REMEDIES
33.1 In the event U S WEST fails to switch a subscriber to
CO-PROVIDER service as provided in this Agreement, U S WEST
shall reimburse CO-PROVIDER in an amount equal to all fees
paid by such subscriber to U S WEST for such
failed-to-be-transferred services from the time of such
failure to switch to the time at which the subscriber switch
is accomplished. This remedy shall be in addition to all other
remedies available to CO-PROVIDER under this Agreement or
otherwise available.
33.2 All rights of termination, cancellation or other remedies
prescribed in this Agreement, or otherwise available, are
cumulative and are not intended to be exclusive of other
remedies to which the injured Party may be entitled at law or
equity in case of any breach or threatened breach by the other
Party of any provision of this Agreement. Use
Page 30
Part A
of one or more remedies shall not bar use of any other remedy
for the purpose of enforcing the provisions of this Agreement.
34. WAIVERS
34.1 No waiver of any provisions of this Agreement and no
consent to any default under this Agreement shall be effective
unless the same shall be in writing and properly executed by
or on behalf of the Party against whom such waiver or consent
is claimed.
34.2 No course of dealing or failure of either Party to
strictly enforce any term, right, or condition of this
Agreement in any instance shall be construed as a general
waiver or relinquishment of such term, right or condition.
34.3 Waiver by either Party of any default or breach by the
other Party shall not be deemed a waiver of any other default
or breach.
34.4 By entering into this Agreement, neither Party waives any
right granted to it pursuant to the Act.
35. NO THIRD PARTY BENEFICIARIES
35.1 The provisions of this Agreement are for the benefit of
the Parties hereto and not for any other person; provided,
however, that this shall not be construed to prevent
CO-PROVIDER from providing its Telecommunications Services to
other carriers. This Agreement shall not provide any person
not a party hereto with any remedy, claim, liability,
reimbursement, claim of action, or other right in excess of
those existing without reference hereto.
36. PHYSICAL SECURITY
36.1 U S WEST shall exercise the same degree of care to prevent
harm or damage to CO-PROVIDER or its employees, agents or
subscribers, or its property as U S WEST provides itself.
CO-PROVIDER shall exercise the same degree of care to ensure
the security of its equipment physically collocated within U S
WEST's space as CO-PROVIDER provides such security to itself.
36.1.1 U S WEST will restrict access to approved
personnel to U S WEST's buildings. CO-PROVIDER is
responsible for the action of its employees and other
authorized non-CO-PROVIDER personnel; U S WEST is
responsible for the action of its employees and other
authorized non-U S WEST personnel.
36.1.2 U S WEST will furnish to CO-PROVIDER the current
name(s) and telephone number(s) of those central
office supervisor(s) where a physical Collocation
arrangement exists. The central office supervisor(s)
will be the only U S WEST employee(s) with access to
CO-PROVIDER Collocation space.
36.1.3 U S WEST will comply at all times with U S
WEST security and safety procedures at the individual
central office locations where CO-PROVIDER has
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Part A
physical Collocation arrangements. The Parties will
cooperate to analyze security procedures of each
company to evaluate ways in which security procedures
of U S WEST may be enhanced.
36.1.4 U S WEST will allow CO-PROVIDER to inspect or observe
its physical spaces which house or contain
CO-PROVIDER equipment or equipment enclosures at any
time upon completion of the physical Collocation
quotation. Upon completion of the build out of the
physical space, U S WEST will furnish CO-PROVIDER
with all keys, entry codes, lock combinations, or
other materials or information which may be needed to
gain entry via direct access to CO-PROVIDER's
physical space.
36.1.5 U S WEST agrees to logically
partition any U S WEST owned access device systems,
whether biometric or card reader, or types which are
encoded identically or mechanical coded locks on
external and or internal doors to spaces which house
CO-PROVIDER equipment.
36.1.6 U S WEST agrees to limit the keys
used in its keying systems for spaces which contain
CO-PROVIDER equipment to the U S WEST supervisor for
the specific facility to emergency access only.
CO-PROVIDER shall further have the right to change
locks where deemed necessary for the protection and
security of its physical spaces and will provide the
U S WEST supervisor with the current key.
36.1.8 U S WEST shall control unauthorized
access from passenger and freight elevators, elevator
lobbies and spaces which contain or house CO-PROVIDER
equipment or equipment space in the same manner as U
S WEST provides such control for itself.
36.1.9 U S WEST will provide notification to
designated CO-PROVIDER personnel to indicate an
actual or attempted security breach of CO-PROVIDER
physical space in the same time frame as U S WEST
provides such notification to itself.
37. NETWORK SECURITY
37.1 U S WEST shall provide an appropriate and sufficient back-up
and recovery plan to be used in the event of a system failure
or emergency.
37.2 U S WEST shall install controls to (a) disconnect a user
for a pre-determined period of inactivity on authorized ports;
(b) protect subscriber proprietary information; and (c) ensure
both ongoing operational and update integrity.
37.3 Each Party shall be responsible for the security
arrangements on its side of the network to the Point of
Interconnection. The Parties shall jointly cooperate to
analyze network security procedures and cooperate to ensure
the systems, access and devices are appropriately secured and
compatible.
38. REVENUE PROTECTION
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Part A
38.1 U S WEST shall make available to CO-PROVIDER all present
and future fraud prevention or revenue protection features
that U S WEST provides to itself or others. These features
include, but are not limited to, operator screening codes,
information digits assigned such as information digits `29'
and `70' which indicate prison and COCOT payphone originating
line types respectively. In accordance with the requirements
established by the FCC, call blocking of domestic,
international blocking for business and residence, ▇▇▇,
▇▇▇-▇▇▇, and specific line numbers. U S WEST shall
additionally provide partitioned access to fraud prevention,
detection and control functionality within pertinent
Operations Support Systems ("OSS") which include, but are not
limited to, Line Information Data Base Fraud monitoring
systems.
38.2 Uncollectible or unbillable revenues resulting from, but
not confined to, provisioning, maintenance, or signal network
routing errors shall be the responsibility of the Party
causing such error.
38.3 Uncollectible or unbillable revenues resulting from the
accidental or malicious alteration of software underlying
Network Elements or their subtending operational support
systems by unauthorized third parties shall be the
responsibility of the Party having administrative control of
access to said Network Element or operational support system
software.
38.4 Each Party shall be responsible for any
uncollectible or unbillable revenues resulting from the
unauthorized use of facilities under its control or services
it provides, including clip-on fraud.
38.5 The Parties shall work cooperatively to minimize fraud
associated with third-number billed calls, calling card calls,
and any other services related to this Agreement.
39. LAW ENFORCEMENT INTERFACE
39.1 U S WEST shall provide all necessary assistance to
facilitate the execution of wiretap or dialed number recorder
orders from law enforcement authorities.
40. COLLOCATION
40.1 GENERAL DESCRIPTION
40.1.1 "Collocation" means an arrangement whereby
CO-PROVIDER's facilities are terminated in its
equipment necessary for Interconnection or for access
to Network Elements on an unbundled basis which has
been installed and maintained at U S WEST's Premises.
Collocation may be "physical" or "virtual." In
"Physical Collocation," CO-PROVIDER installs and
maintains its own equipment U S WEST's Premises
consistent with Section 40.3 of Part A of this
Agreement. In "Virtual Collocation," U S WEST
installs and maintains its equipment in U S WEST's
Premises consistent with Section 40.3 of Part A of
this Agreement.
40.1.1.1 CO-PROVIDER MAY COLLOCATE TRANSMISSION
EQUIPMENT (INCLUDING DIGITAL CROSS CONNECT
SYSTEMS AND REMOTE SWITCHING UNITS (RSU))
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Part A
TO TERMINATE BASIC TRANSMISSION FACILITIES.
NOTHING IN THIS AGREEMENT REQUIRES U S WEST
TO PERMIT COLLOCATION OF EQUIPMENT USED TO
PROVIDE ENHANCED SERVICES. CO-PROVIDER SHALL
NOT USE RSUS TO ENABLE THE BYPASSING OF
SWITCHED ACCESS CHARGES.(16)
40.1.2 Collocation is offered for network interconnection
between the Parties. CO-PROVIDER may cross connect to
other collocated parties via facilities provided by U
S WEST, provided that CO-PROVIDER's collocated
equipment is also used for Interconnection with U S
WEST or access to U S WEST's unbundled Network
Elements.(17)
40.1.3 CO-PROVIDER is responsible for bringing its own or
leased facilities to the U S WEST-designated Point of
Interface ("P01"). U S WEST will extend CO-PROVIDER's
facilities from the P01 to the cable vault within the
wire center. If necessary, U S WEST may bring the
facilities into compliance with U S WEST internal
fire code standards and extend the facilities to the
collocated space.
40.1.4 CO-PROVIDER will be provided two (2) points of entry
into the U S WEST wire center only when there are at
least two (2) existing entry points for U S WEST
cable and when there are vacant entrance ducts in
both.
40.1.5 CO-PROVIDER must identify what equipment will be
installed, to allow for U S WEST to use this
information in engineering the power, floor loading,
heat release, environmental participant level, and
HVAC.
40.1.6 [Intentionally left blank for numbering consistency]
40.1.7 EXPANDED INTERCONNECTION CHANNEL TERMINATION (EICT).
TELECOMMUNICATIONS INTERCONNECTION BETWEEN
CO-PROVIDER'S COLLOCATED EQUIPMENT AND U S WEST'S
NETWORK MAY BE ACCOMPLISHED VIA AN EXPANDED
INTERCONNECTION CHANNEL TERMINATION (EICT). THIS
ELEMENT CAN BE AT ▇▇▇ ▇▇-▇, ▇▇-▇, ▇▇-▇, OR ANY OTHER
TECHNICALLY FEASIBLE LEVEL, SUBJECT TO NETWORK
DISCLOSURE REQUIREMENTS OF THE FCC, DEPENDING ON THE
U S WEST SERVICE TO WHICH IT IS CONNECTED. THE TERMS
AND CONDITIONS OF THE TARIFF FOR EICT ARE
INCORPORATED ONLY TO THE EXTENT THAT THEY ARE AGREED
TO BY THE PARTIES. WITHIN NINETY (90) DAYS (OR OTHER
ACCEPTABLE TIME AGREED TO BY THE PARTIES) AFTER A
REQUEST BY CO-PROVIDER, THE PARTIES WILL MEET TO
REVIEW THE TARIFF AND SEEK RESOLUTION ON DISAGREED
ITEMS.(18)
40.1.8 Consistent with U S WEST's internal practice, within
ten (10) Business Days of CO-PROVIDER's request for
any space, U S WEST shall provide information
available to it regarding the environmental
conditions of the space provided for placement of
equipment and interconnection, including, but not
limited to, the existence and condition of asbestos,
lead paint, hazardous substance contamination, or
radon. Information is considered "available" under
this
__________________________
(16) Per UT AT&T Order, p. 7 and UT MCIm Order, pg. 10 Issue 32
(17) MCI Order at pg. 2, "Issue 12," first sentence
(18) MCI Order at pp. 2-3, "Issue 12, second sentence. Supersedes UT
Commission Agreeement, Att. 4, Section 2.1.2
Page 34
Part A
Agreement if it is in U S WEST's possession or files,
or the possession of an agent, contractor, employee,
lessor, or tenant of U S WEST's that holds such
information on U S WEST's behalf.
40.1.9 U S WEST shall allow CO-PROVIDER to perform any
environmental site investigations, including, but not
limited to, asbestos surveys, which CO-PROVIDER deems
to be necessary in support of its Collocation needs.
CO-PROVIDER shall advise U S WEST in writing of its
intent to conduct such investigation, and shall
receive written approval from U S WEST to proceed.
CO-PROVIDER shall indemnify U S WEST according to
Section 18 of Part A to this Agreement for any loss
or claim for damage suffered by U S WEST as a result
of CO-PROVIDER's actions during any site inspection.
40.1.10 If the space provided for the placement of equipment,
interconnection, or provision of service contains
environmental contamination or hazardous material,
particularly, but not limited to, asbestos, lead
paint or radon, which makes the placement of such
equipment or interconnection hazardous, U S WEST
shall offer an alternative space, if available, for
CO-PROVIDER's consideration.
40.2 VIRTUAL COLLOCATION
40.2.1 U S WEST shall provide virtual collocation for the
purpose of Interconnection or access to unbundled
Network Elements subject to the rates, terms and
conditions of this Agreement.
40.2.2 Upon mutual agreement, CO-PROVIDER will have physical
access to the U S WEST wire center building pursuant
to a virtual collocation arrangement.
40.2.3 CO-PROVIDER will be responsible for obtaining and
providing to U S WEST administrative codes, e.g.,
common language codes, for all equipment specified by
CO-PROVIDER and installed in wire center buildings.
40.2.4 CO-PROVIDER will be responsible for payment of
training of U S WEST employees for the maintenance,
operation and installation of CO-PROVIDER's virtually
collocated equipment when that equipment is different
than the equipment used by U S WEST. Training
conditions are further described in the Virtual
Collocation Rate Element section following.
40.2.5 CO-PROVIDER will be responsible for payment of
reasonable charges incurred as a result of agreed
upon maintenance and/or repair of CO-PROVIDER's
virtually collocated equipment.
40.2.6 U S WEST does not guarantee the reliability of
CO-PROVIDER's virtually collocated equipment, but U S
WEST is responsible for proper installation,
maintenance and repair of such equipment, including
the change out of electronic cards provided by
CO-PROVIDER.
40.2.7 CO-PROVIDER is responsible for ensuring the
functionality and interoperability of virtually
collocated SONET equipment provided by different
manufacturers.
Page 35
Part A
40.2.8 CO-PROVIDER, as ▇▇▇▇▇▇, will transfer possession of
CO-PROVIDER's virtually collocated equipment to U S
WEST, as bailee, for the sole purpose of providing U
S WEST with the ability to install, maintain and
repair CO-PROVIDER's virtually collocated equipment.
Title to the CO-PROVIDER virtually collocated
equipment shall not pass to U S WEST.
40.2.9 CO-PROVIDER shall ensure that upon receipt by U S
WEST of CO-PROVIDER's virtually collocated equipment,
CO-PROVIDER will make available all access to ongoing
technical support to U S WEST, as available under the
equipment warranty or other terms and conditions, all
at CO-PROVIDER's expense. CO-PROVIDER shall advise
the manufacturer and seller of the virtually
collocated equipment that it will be installed,
maintained and repaired by U S WEST.
40.2.10 CO-PROVIDER's virtually collocated equipment must
comply with the Bellcore Network Equipment Building
System (NEBS) Generic Equipment Requirements
TR-NWT-000063, electromagnetic compatibility (EMC)
per GR-1 089-CORE, Company wire center environmental
and transmission standards and any statutory (local,
state or federal) and/or regulatory requirements, all
of the foregoing which may be in effect at the time
of equipment installation or which may subsequently
become effective. CO-PROVIDER shall provide U S WEST
interface specifications (e.g., electrical,
functional, physical and software) of CO-PROVIDER's
virtually collocated equipment.
40.2.11 CO-PROVIDER must specify all software options and
associated plug-ins for its virtually collocated
equipment.
40.2.12 CO-PROVIDER is responsible for purchasing and
maintaining a supply of spares. Upon failure of the
CO-PROVIDER virtually collocated equipment,
CO-PROVIDER is responsible for transportation and
delivery of maintenance spares to U S WEST at the
wire center housing the failed equipment.
40.2.13 Where CO-PROVIDER is virtually collocated in a
premises which was initially prepared for virtual
Collocation, CO-PROVIDER may elect to retain its
virtual Collocation in that premises and expand that
virtual Collocation according to the rates, terms and
conditions of this Agreement.
40.3 PHYSICAL COLLOCATION
40.3.1 U S WEST SHALL PROVIDE TO CO-PROVIDER PHYSICAL
COLLOCATION OF EQUIPMENT NECESSARY FOR
INTERCONNECTION OR FOR ACCESS TO UNBUNDLED NETWORK
ELEMENTS, EXCEPT THAT U S WEST SHALL PROVIDE FOR
VIRTUAL COLLOCATION WHERE SPACE IS AVAILABLE OR
EXPANSION OR REARRANGEMENT IS POSSIBLE IF U S WEST
DEMONSTRATES TO THE COMMISSION THAT PHYSICAL
COLLOCATION IS NOT PRACTICAL FOR TECHNICAL REASONS OR
BECAUSE OF SPACE LIMITATIONS, AS PROVIDED IN SECTION
251(C)(6) OF THE ACT.(19) CO-PROVIDER shall pay a
prorated amount for expansion of said space. U S WEST
shall provide such collocation for the purpose of
Interconnection or access to unbundled Network
Elements, except as otherwise mutually agreed to in
writing
__________________________
(19) MCI Order at pg. 10, Issue 31, first sentence
Page 36
Part A
by the Parties or as required by the FCC or the
Commission subject to the rates, terms and conditions
of this Agreement.
40.3.1.1. U S WEST shall permit CO-PROVIDER to use
vendors for all required engineering and
installation services associated with its
collocated equipment which are being
collocated by CO-PROVIDER pursuant to this
Agreement. Within one hundred and twenty
(120) days a request by CO-PROVIDER, U S
WEST and CO-PROVIDER shall compose and agree
on a list of approved vendors and/or agree
on minimum qualifications for such
contractors consistent with industry
standards, such agreement not to be
unreasonably withheld. In the event such
agreement cannot be reached and the dispute
resolution process outlined in Section 27
above has not concluded on the issue of
approved vendors, the list of approved
vendors maintained by U S WEST as of the
Effective Date of this Agreement shall be
the default list until the conclusion of the
dispute resolution process.
40.3.2 Where CO-PROVIDER is virtually collocated in a
premises which was initially prepared for virtual
Collocation, CO-PROVIDER may elect, unless it is not
practical for technical reasons or because of space
limitations, to convert its virtual Collocation to
physical Collocation at such premises in which case
CO-PROVIDER shall coordinate the construction and
rearrangement with U S WEST of its equipment (IDLC
and transmission) and circuits for which CO-PROVIDER
shall pay U S WEST at applicable rates, and pursuant
to the other terms and conditions in this Agreement.
In addition, all applicable physical Collocation
recurring charges shall apply.
40.3.3 CO-PROVIDER will be allowed access to the P01 on
non-discriminatory terms. CO-PROVIDER owns and is
responsible for the installation, maintenance and
repair of its equipment located within the space
rented from U S WEST.
40.3.4 CO-PROVIDER MUST USE LEASED SPACE AS SOON AS
REASONABLY POSSIBLE AND IN NO EVENT LATER THAN 60
(SIXTY) DAYS FROM THE COMPLETION OF CONSTRUCTION OF
THE COLLOCATED SPACE(20), and may not warehouse space
for later use or sublease to another provider.
Physical Collocation is offered on a space-available,
first-come, first-served basis.(21)
40.3.5 The minimum standard leasable amount of floor space
is one hundred (100) square feet. CO-PROVIDER must
efficiently use the leased space and no more than
fifty percent (50%) of the floor space may be used
for storage cabinets and work surfaces. CO-PROVIDER
and U S WEST may negotiate other storage arrangements
on a case-by-case basis. CO-PROVIDER may store spares
within its collocated space.
40.3.6 CO-PROVIDER's leased floor space will be separated
from other competitive providers and U S WEST space
through cages or hard walls. CO-PROVIDER
__________________________
(20) Final Arbitration Order at pg. 9
(21) AT&T Order at p. 8, 1st full paragraph
Page 37
Part A
may elect to have U S WEST construct the cage, or
choose from U S WEST approved contractors to
construct the cage, meeting U S WEST's installation
Technical Publication 77350. Any deviation to
CO-PROVIDER's request must be approved.
40.3.7 The following standard features will be provided by U
S WEST:
(a) Heating, ventilation and air conditioning.
(b) Smoke/fire detection and any other building
code requirement.
40.3.8 U S WEST Responsibilities
(a) Design the floor space within each location
which will constitute CO-PROVIDER's leased
space.
(b) Ensure that the necessary construction work
is performed on a timely basis to build
CO-PROVlDER's leased physical space and the
riser from the vault to the leased physical
space.
(c) Develop a quotation specific to
CO-PROVIDER's request.
(d) Extend U S WEST-provided and owned fiber
optic cable, from the P01 through the cable
vault and extend the cable to CO-PROVIDER's
leased physical space or place the cable in
fire retardant tubing prior to extension to
CO-PROVIDER's leased physical space.
(e) Installation and maintenance and all related
activity necessary to provide Channel
Termination between U S WEST's and
CO-PROVIDER's equipment.
(f) Work cooperatively with CO-PROVIDER in
matters of joint testing and maintenance.
40.3.9 CO-PROVIDER Responsibilities
(a) Determine the type of enclosure for the
physical space.
(b) Procure, install and maintain fiber optic
facilities up to the U S WEST designated
P01.
(c) Provide for installation, maintenance,
repair and service of all CO-PROVIDER's
equipment located in the leased physical
space.
(d) Ensure that all equipment installed by
CO-PROVIDER complies with Bellcore Network
Equipment Building System Generic Equipment
requirements, U S WEST environmental and
transmission standards, and any statutory
(local, federal, or state) or regulatory
requirements in effect at the time of
equipment installation or that subsequently
become effective.
Page 38
Part A
40.3.10 The installation of any interconnection service will
be coordinated between the Parties so that
CO-PROVIDER may utilize those services once
CO-PROVIDER has accepted its leased physical space.
40.3.11 If, at any time, U S WEST reasonably determines that
the equipment or the installation does not meet
standard industry requirements, such failure being
due to actions of CO-PROVIDER or its agents,
CO-PROVIDER will be responsible for the costs
associated with the removal, modification to, or
installation of the equipment to bring it into
compliance. If CO-PROVIDER fails to correct any
non-compliance within thirty (30) calendar days or as
soon as reasonably practical after the receipt of
written notice of non-compliance, U S WEST may have
the equipment removed or the condition corrected at
CO-PROVIDER's expense.
40.3.12 If, during installation, U S WEST reasonably
determines that CO-PROVIDER activities or equipment
are unsafe, non-industry standard or in violation of
any applicable laws or regulations, U S WEST has the
right to stop work until the situation is remedied.
If such conditions pose an immediate threat to the
safety of personnel, interfere with the performance
of U S WEST's service obligations, or pose an
immediate threat to the physical integrity of the
conduit system or the cable facilities, U S WEST may
perform such work and/or take action as is necessary
to correct the condition at CO-PROVIDER's expense.
40.3.13 U S WEST shall provide basic telephone service with a
connection ▇▇▇▇ as requested by CO-PROVIDER from U S
WEST for the collocated space. Upon CO-PROVIDER's
request and following the normal provisioning
process, this service shall be available at the
CO-PROVIDER collocated space on the day the space is
turned over to CO-PROVIDER by U S WEST.
40.3.14 Where available, U S WEST shall provide access to
eyewash stations, bathrooms, and drinking water
within the collocated facility on a twenty-four (24)
hours per day, seven (7) days per week basis for
CO-PROVIDER personnel and its designated agents.
40.3.15 U S WEST shall provide CO-PROVIDER with written
notice five (5) Business Days prior to those
instances where U S WEST or its subcontractors may be
performing work that could reasonably potentially
affect CO-PROVIDER's service. U S WEST will make
reasonable efforts to inform CO-PROVlDER by telephone
of any emergency related activity prior to the start
of the activity that U S WEST or its subcontractors
may be performing that could reasonably potentially
affect CO-PROVIDER's service, so that CO-PROVIDER can
take any action required to monitor or protect its
service.
40.3.16 U S WEST shall provide information regarding the
location, type, and cable termination requirements
(i.e., connector type, number and type of pairs, and
naming convention) for U S WEST point of termination
to CO-PROVIDER within five (5) Business Days of
CO-PROVIDER's acceptance of U S WEST's quote for
collocated space.
Page 39
40.3.17 U S WEST shall provide the dimensions for CO-PROVIDER
outside plant fiber ingress and egress into
CO-PROVIDER collocated space within five (5) Business
Days of CO-PROVIDER's acceptance of U S WEST's quote
for collocated space.
40.3.18 U S WEST shall provide the sizes and number of power
feeders for the collocated space to CO-PROVIDER
within ten (10) Business Days of CO-PROVIDE R's
acceptance of U S WEST's quote for collocated space.
40.3.19 U S WEST shall provide positive confirmation to
CO-PROVIDER when construction of CO-PROVIDER
collocated space is fifty percent (50%) completed.
This confirmation shall also include confirmation of
the scheduled completion and turnover dates.
40.3.20 [Intentionally left blank for numbering consistency]
40.3.21 With the exception of Subparagraph (b) below, U S
WEST shall provide the following information to
CO-PROVIDER within five (5) Business Days or as
reasonably necessary upon receipt of a written
request from CO-PROVlDER:
(a) additional work restriction guidelines.
(b) U S WEST or industry technical publication
guidelines that impact the design of U S
WEST collocated equipment, unless such
documents are already in the possession of
CO-PROVIDER. The following U S WEST
Technical Publications provide information
regarding central office equipment and
collocation guidelines:
77350 Central Office Telecommunications
Equipment Installation and Removal
Guidelines
77351 Central Office Telecommunications
Equipment Engineering Standards
77355 Grounding - Central Office and
Remote Equipment Environment
77386 Expanded Interconnection and
Collocation for Private Line
Transport and Switched Access
Services
CO-PROVIDER may obtain the above documents
from:
▇▇▇▇▇▇ Office Products Company
▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(c) appropriate U S WEST contacts (names and
telephone numbers) for the following areas:
Engineering
Physical & Logical Security
Provisioning
Page 40
Part A
Billing
Operations
Site and Building Managers
Environmental and Safety
(d) escalation process for the U S WEST
employees (names, telephone numbers and the
escalation order) for any disputes or
problems that might arise pursuant to
CO-PROVIDER's collocation.
40.3.22 Power as referenced in this Agreement refers to any
electrical power source supplied by U S WEST for
CO-PROVIDER equipment. U S WEST will supply power to
support CO-PROVIDER equipment at equipment specific
DC and AC voltages. At a minimum, U S WEST shall
supply power to CO-PROVIDER at parity with that
provided by U S WEST to itself. If U S WEST
performance, availability or restoration falls below
industry standards, U S WEST shall bring itself into
compliance with such industry standards as soon as
technologically feasible.
(a) Central office power supplied by U S WEST
into the CO-PROVIDER equipment area, shall
be supplied in the form of power feeders
(cables) on cable racking into the
designated CO-PROVIDER equipment area. The
power feeders (cables) shall efficiently and
economically support the requested quantity
and capacity of CO-PROVIDER equipment. The
termination location shall be mutually
agreed upon by the Parties.
(b) U S WEST power equipment supporting
CO-PROVIDER's equipment shall:
i. comply with applicable industry
standards (e.g., Bellcore, NEBS,
IEEE, UL, and NEC) or
manufacturer's equipment power
requirement specifications for
equipment installation, cabling
practices, and physical equipment
layout;
ii. have redundant power feeds with
physical diversity and battery
back-up as required by the
equipment manufacturer's
specifications for CO-PROVIDER
equipment, or, at minimum, at
parity with that provided for
similar U S WEST equipment at that
location;
iii. provide central office ground,
connected to a ground electrode
located within the CO-PROVIDER
collocated space, at a level above
the top of CO-PROVIDER equipment
plus or minus two (2) feet to the
left or right of CO-PROVIDER's
final request;
iv. provide an installation sequence
and access that will allow
installation efforts in parallel
without jeopardizing personnel
safety or existing services of
either Party;
Page 41
Part A
v. provide cabling that adheres to
▇▇▇▇ Communication Research
(Bellcore) Network
Equipment-Building System (NEBS)
standards TR-EOP-000063;
vi. provide Lock Out-Tag Out and other
electrical safety procedures and
devices in conformance with the
most stringent of OSHA or industry
guidelines; and
vii. ensure that installed equipment
meets Belicore specifications.
40.4 COLLOCATION RATE ELEMENTS
40.4.1 COMMON RATE ELEMENTS
The following rate elements are common to both virtual and
physical collocation:
(a) Quote Preparation Fee. This covers the work involved
in developing a quotation for CO-PROVIDER for the
total costs involved in its collocation request.
(b) Entrance Facility. Provides for fiber optic cable on
a per two (2) fiber increment basis from the point of
interconnection utilizing U S WEST owned,
conventional single mode type of fiber optic cable to
the collocated equipment (for virtual collocation) or
to the leased space (for physical collocation).
Entrance facility includes riser, fiber placement,
entrance closure, conduit/innerduct, and core
drilling.
(c) Cable Splicing. Represents the labor and equipment to
perform a subsequent splice to the CO-PROVIDER
provided fiber optic cable after the initial
installation splice. Includes a per-setup and a
per-fiber-spliced rate elements.
(d) 48 Volt Power. Provides 48 volt power to the
CO-PROVIDER collocated equipment. Charged on a per
ampere basis.
(e) 48 Volt Power Cable. Provides for the transmission of
-48 Volt DC power to the collocated equipment. It
includes engineering, furnishing and installing the
main distribution bay power breaker, associated power
cable, cable rack and local power bay to the closest
power distribution bay. It also includes the power
cable (feeders) A and B from the local power
distribution bay to the leased physical space (for
physical collocation) or to the collocated equipment
(for virtual collocation).
(f) Inspector Labor. Provides for the U S WEST qualified
personnel necessary when CO-PROVIDER requires access
to the P01 after the initial installation or access
to its physical collocation floor space, where an
escort is required. A call-out of an inspector after
business hours is subject to a minimum charge of four
(4) hours. Maintenance Labor, Inspector Labor,
Engineering Labor and Equipment Labor business hours
are considered to be Monday through Friday, 8:00 a.m.
to 5:00 p.m. and after business hours
Page 42
Part A
are after 5:00 p.m. and before 8:00 am., Monday
through Friday, all day Saturday, Sunday and
holidays.
(g) Expanded Interconnection Channel
Regeneration. Required when the distance
from the leased physical space (for physical
collocation) or from the collocated
equipment (for virtual collocation) to the U
S WEST network is of sufficient length to
require regeneration.
(h) U S WEST will provide external
synchronization when available.
(i) U S WEST will provide 20 hertz ringing
supply when available.
40.4.2 PHYSICAL COLLOCATION RATE ELEMENTS
The following rate elements apply only to physical collocation
arrangements:
(a) Enclosure Buildout. The Enclosure Buildout element, either
Cage or Hardwall, includes the material and labor to construct
the enclosure specified by CO-PROVIDER or CO-PROVIDER may
choose from U S WEST approved contractors to construct the
cage, meeting U S WEST's installation Technical Publication
77350. It includes the enclosure (cage or hardwall), air
conditioning (to support CO-PROVIDER loads specified),
lighting (not to exceed 2 ▇▇▇▇▇ per square foot), and
convenience outlets (3 per cage or the number required by
building code for the hardwall enclosure). Also provides for
humidification, if required. Pricing for Enclosure Buildout
will be provided on an individual basis due to the uniqueness
of CO-PROVIDER's requirements, central office structure and
arrangements.
(b) Floor Space Rental. This element provides for the rental of
the floor space provided to CO-PROVIDER pursuant to a physical
collocation arrangement.
40.4.3 VIRTUAL COLLOCATION RATE ELEMENTS
The following rate elements apply only to virtual collocation
arrangements:
(a) Maintenance Labor. Provides for the
labor necessary for repair of out of service and/or
service-affecting conditions and preventative
maintenance of the CO-PROVIDER virtually collocated
equipment. CO-PROVIDER is responsible for ordering
maintenance spares. U S WEST will perform maintenance
and/or repair work upon receipt of the replacement
maintenance spare and/or equipment for CO-PROVIDER. A
call-out of a maintenance technician after business
hours is subject to a minimum charge of four (4)
hours. Maintenance Labor, Inspector Labor,
Engineering Labor and Equipment Labor business hours
are considered to be Monday through Friday, 8:00 am.
to 5:00 p.m. and after business hours are after 5:00
p.m. and before 8:00 am., Monday through Friday, all
day Saturday, Sunday and holidays.
(b) Training Labor. Provides for the billing
of vendor-provided training for U S WEST personnel on
a metropolitan
Page 43
Part A
service area basis, necessary for CO-PROVIDER
virtually collocated equipment which is different
from equipment used by U S WEST. U S WEST will
require three (3) U S WEST employees to be trained
per metropolitan service area in which the
CO-PROVIDER virtually collocated equipment is
located. If, by an act of U S WEST, trained employees
are relocated, retired, or are no longer available, U
S WEST will not require CO-PROVIDER to provide
training for additional U S WEST employees for the
same virtually collocated equipment in the same
metropolitan area. Fifty percent (50%) of the amount
of training billed to CO-PROVIDER will be refunded to
CO-PROVIDER, should a second collocator or U S WEST
in the same metropolitan area select the same
virtually collocated equipment as CO-PROVIDER. The
second collocator or U S WEST will be charged one
half of the original amount paid by CO-PROVIDER for
the same metropolitan area.
(c) Equipment Bay. Provides mounting space for the
CO-PROVIDER virtually collocated equipment. ach bay
includes the seven (7) foot bay, its installation,
and all necessary environmental supports. Mounting
space on the bay, including space for the fuse panel
and air gaps necessary for heat dissipation is
limited to 78 inches. The monthly rate is applied per
shelf.
(d) Engineering Labor. Provides the planning and
engineering of the CO-PROVIDER virtually collocated
equipment at the time of installation, change or
removal.
(e) Installation Labor. Provides for the installation,
change or removal of the CO-PROVIDER virtually
collocated equipment.
40.5 COLLOCATION INSTALLATION INTERVALS
40.5.1U S WEST shall have a period of thirty (30) calendar
days after receipt by CO-PROVIDER of a Request for Collocation
to provide CO-PROVIDER with a written quotation containing all
nonrecurring charges and fees for the requested collocation
(the "Quotation Preparation Period"). CO-PROVIDER shall make
payment of fifty percent (50%) of the nonrecurring charges and
fees upon acceptance of the quotation (`Initial Payment") with
the remainder due upon completion of the construction. In the
event CO-PROVIDER disputes the amount of U S WEST's proposed
nonrecurring charges and fees, CO-PROVIDER shall deposit fifty
percent (50%) of the nonrecurring charges and fees into an
interest bearing escrow account prior to the commencement of
construction ("Initial Deposit"). The remainder of the
nonrecurring charges and fees shall be deposited into the
escrow account upon completion of the construction. Upon
resolution of the dispute, the escrow agent shall distribute
amounts in the account in accordance with the resolution of
such dispute and any interest that has accrued with respect to
amounts in the account shall be distributed proportionately to
the Parties. U S WEST shall complete installation pursuant to
the CO-PROVIDER Request for Collocation within a maximum of
three (3) months after the Initial Payment or Initial Deposit
for physical or virtual collocation. If there is a dispute
between U S WEST and CO-PROVIDER
Page 44
Part A
regarding the amount of any nonrecurring charges and fees,
such dispute shall be resolved in accordance with Section
27 above. The pendency of any such dispute shall not affect
the obligation of U S WEST to complete collocation within
the installation intervals described above.
41. TECHNICAL REFERENCES - COLLOCATION
Subject to Sections 1.3.1 and 1.3.2 of this Part A of this Agreement, U S WEST
shall provide collocation in accordance with the following standards:
41.1 Institute of Electrical and Electronics Engineers (IEEE)
Standard 383, IEEE. Standard for Type Test of Class 1 E
Electric Cables, Field Splices, and Connections for Nuclear
Power Generating Stations;
41.2 National Electrical Code (NEC), use most recent issue;
41.3 TA-NPL-000286, NEBS Generic Engineering Requirements for
System Assembly and Cable Distribution, Issue 2 (Bellcore,
January 1989);
41.4 ▇▇-▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Equipment-Building System (NEBS)
Generic Equipment Requirements, Issue 3, March 1988;
41.5 ▇▇-▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Requirements for 24-, 48-, 130-,
and 140- Volt Central Office Power Plant Rectifiers, Issue 1
(Bellcore, May 1985);
41.6 ▇▇-▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Requirements for Lead-Acid Storage
Batteries, Issue 1 (Bellcore, June 1985);
41.7 TR-NWT-000154, Generic Requirements for 24-, 48-, 130,
and 140- Volt Central Office Power Plant Control and
Distribution Equipment, Issue 2 (Bellcore, January 1992);
41.8 TR-NWT-000295, Isolated Ground Planes: Definition and
Application to Telephone Central Offices, Issue 2 (Bellcore,
July 1992);
41.9 TR-NWT-000840, Supplier Support Generic Requirements
(SSGR), (A Module of LSSGR, FR-N'ArE-000064), Issue I
(Bellcore, December 1991);
41.10 TR-NWT-001275 Central Office Environment
Installations/Removal Generic Requirements, Issue 1, January
1993; and
41.11 Underwriters' Laboratories Standard, UL 94.
42. NUMBER PORTABILITY
42.1 INTERIM NUMBER PORTABILITY (INP)
42.1.1 GENERAL TERMS
(a) The Parties shall provide Interim Number
Portability (INP) on a reciprocal basis to
the extent technically feasible.
Page 45
Part A
(b) Until permanent number
portability is implemented by the industry
pursuant to regulations issued by the FCC or
the Commission, the Parties agree to provide
INP to each other through Remote Call
Forwarding, Direct Inward Dialing, or other
appropriate means as agreed to by the
Parties.
(c) Once permanent number
portability is implemented pursuant to FCC
or Commission regulation, either Party may
withdraw, at any time and at its sole
discretion, its INP offerings, subject to
advance notice to the other Party with
sufficient time to allow. for coordination
to allow the seamless and transparent
conversion of INP Customer numbers to
permanent number portability. Upon
implementation of permanent number
portability pursuant to FCC regulations,
both Parties agree to conform and provide
such permanent number portability. The
Parties agree to expeditiously convert
Customers from interim number portability to
permanent number portability, provided that
the interim service is not removed until the
Customer has been converted.
(d) U S WEST will update and
maintain its Line Information Database
(`LIDB") listings for numbers retained by
CO-PROVIDER and its Customer, and restrict
or cancel calling cards associated with
these forwarded numbers as directed by
CO-PROVIDER. Further, U S WEST will not
block third party and collect calls to those
numbers unless requested by CO-PROVIDER.
(e) The ordering Party shall specify, on a per
telephone number basis which method of INP
is to be employed and the providing Party
shall provide such method to the extent
technically feasible.
(f) Where either Party has activated an entire
NXX, or activated a substantial portion of
an NXX with the remaining numbers in that
N)(X either reserved for future use or
otherwise unused, if these Customer(s)
choose to receive service from the other
Party, the first Party shall cooperate with
the second Party to have the entire N)(X
reassigned in the LERG (and associated
industry databases, routing tables, etc.) to
an End Office operated by the second Party.
Such transfer will be accomplished with
appropriate coordination between the Parties
and subject to appropriate industry
lead-times for movement of NXXs from one
switch to another.
42.1.2 DESCRIPTION OF SERVICE
(a) Interim Number Portability
Service ("INP") is a service arrangement
that can be provided by U S WEST to
CO-PROVIDER or by CO-PROVIDER to U S WEST.
(b) INP applies to those situations
where an end-user Customer elects to change
service providers, and such Customer
Page 46
Part A
also wishes to retain its existing or
reserved telephone number(s). INP consists
of providing the capability to route calls
placed to telephone numbers assigned to one
Party's switches to another Party's
switches.
(c) INP is available as NP-Remote
Call Forwarding ("IN-PRC F") permitting a
call to a U S WEST assigned telephone number
to be translated to CO-PROVIDER's dialable
local number. CO-PROVIDER may terminate the
call as desired. Additional capacity for
simultaneous call forwarding is available
where technically feasible on a per path
basis. CO-PROVIDER will need to specify the
number of simultaneous calls to be forwarded
for each number ported.
(d) DID is another INP method that
makes use of direct inward dialing trunks.
Each DID trunk group used for INP is
dedicated to carrying DID INP traffic
between the U S WEST end office and the
CO-PROVIDER switch. Traffic on these trunks
cannot overflow to other trunks, so the
number of trunks shall be conservatively
engineered by U S WEST. Also, inter-switch
signaling is usually limited to
multi-frequency (MF). This precludes passing
Calling Line ID to the CO-PROVIDER switch.
(e) RI-PH will route a dialed call
to the U S WEST switch associated with the
NXX of the dialed number. The U S WEST
switch shall then insert a prefix onto the
dialed number which identifies how the call
is to be routed to CO-PROVIDER. The prefixed
dialed number is transmitted to the U S WEST
tandem switch to which CO-PROVIDER is
connected. Route indexing is only available
with seven (7) digit local dialing.
(f) The prefix is removed by the operation of
the tandem switch and the dialed number is
routed to CO-PROVIDER's switch so the
routing of the call can be completed by
CO-PROVIDER.
i. DN-RI is a form of RI-PH that
requires direct trunking between
the U S WEST switch to which the
ported number was originally
assigned and the CO-PROVIDER switch
to which the number has been
ported. The U S WEST switch shall
send the originally dialed number
to the CO-PROVIDER switch without a
prefix.
ii. U S WEST shall provide
RI-PH or DN-RI on an individual
telephone number basis, as
designated by CO-PROVIDER. Where
technically feasible, calls to
ported numbers
are first directed to the
CO-PROVIDER switch over direct
trunks but may overflow to tandem
trunks if all trunks in the direct
group are occupied.
iii. For both RI-PH and DN-RI the trunks
used may, at CO-PROVIDER's option,
be the same as those used for
exchange of other local traffic
Page 47
Part A
with U S WEST. At CO-PROVIDER's
option, the trunks shall employ SS7
or in band signaling and may be one
way or two way.
(g) INP is subject to the following
restrictions:
i. An INP telephone number
may be assigned by CO-PROVIDER
only to CO-PROVIDER's Customers
located within U S WEST's local
calling area and toll rating
area that is associated with the
NXX of the ported number. This
is to prevent the possibility of
Customers using number
portability to extend the local
calling area.
ii. INP is applicable only if
CO-PROVIDER is engaged in a
reciprocal traffic exchange
arrangement with U S WEST.
iii. INP is not offered
for NXX Codes 555, 976, 960
and 1+ sent-paid telephones,
and Service Access Codes
(i.e., 500, 700, 800/888,
900). INP is not available
for FGA seven-digit numbers
(including foreign exchange
(FEX), FX and FX/ONAL and
foreign Central Office
service). Furthermore, INP
numbers may only be used
consistent with network
efficiency and integrity,
i.e., inhibitions on mass
calling events.
iv. The ported telephone
number will be returned to
the switch which originally
had the ported number when
the ported service is
disconnected. The normal
intercept announcement will
be provided by the porting
company for the period of
time until the telephone
number is reassigned.
v. Within thirty (30)
days after a request by
CO-PROVIDER, U S WEST shall
provide CO-PROVIDER a list of
those features that are not
available for INP telephone
numbers due to technical
limitations.
42.1.3 ORDERING AND MAINTENANCE
(a) CO-PROVIDER is
responsible for all direct interactions with
CO-PROVIDER's end users with respect to
ordering and maintenance.
(b) U S WEST shall exchange
with CO-PROVIDER SS7 TCAP messages as
required for the implementation of Custom
Local Area Signaling Services (CLASS) or
other features available in the U S WEST
network.
(c) Each Parties'
designated INP switch must return answer and
disconnect supervision to the other Party's
switch.
Page 48
Part A
(d) U S WEST shall
disclose to CO-PROVIDER any technical or
capacity limitations that would prevent use
of a requested INP in a particular
switching office.
(e) The Parties will
develop and implement an efficient
deployment process to ensure call routing
integrity for toll and local calls, with the
objective to eliminate Customer downtime.
(f) For INP, CO-PROVIDER
shall have the right to use the existing U S
WEST 911 infrastructure for all 911
capabilities. When RCF is used for
CO-PROVIDER subscribers, both the ported
numbers and shadow numbers shall be stored
in the ALI databases. CO-PROVIDER shall have
the right to verify the accuracy of the
information in the ALI databases via direct
connection to the SCC ALI database pursuant
to the same process and procedures SCC makes
available to U S WEST.
42.2 PERMANENT NUMBER PORTABILITY (PNP)
42.2.1 Upon implementation of Permanent
Number Portability (PNP) pursuant to FCC regulations,
both Parties agree to conform and provide such
Permanent Number Portability. To the extent
consistent with the FCC rules as amended from time to
time, the requirements for PNP shall include the
following:
42.2.2 Subscribers must be able to change
local service providers and retain the same telephone
number(s) consistent with FCC rules and regulations.
42.2.3 The PNP network architecture shall
not subject alternate local exchange carriers to any
degradation of service compared to U S WEST in any
relevant measure, including transmission quality,
switching and transport costs, increased call set-up
time and post-dial delay, and CO-PROVIDER shall not
be required to rely on the U S WEST network for calls
completing to its ported Customers.
42.2.4 When an office is equipped with PNP,
in accordance with the procedures specified by the
North American Numbering Council, the NXXs in the
office shall be defined as portable and translations
will be changed in the Parties' switches to open
those NXXs for database queries.
42.2.5 When an NXX is defined as portable,
it shall also be defined as portable in all
PNP-capable offices which have direct trunks to the
given switch.
42.2.6. Upon introduction of PNP in a
Metropolitan Statistical Area ("MSA"), the applicable
switches will be converted according to a published
schedule with no unreasonable delay. All portable
NXXs shall be recognized as portable, with queries
launched from these switches.
42.2.7 Prior to implementation of PNP, the
Parties agree to develop, implement, and maintain
efficient methods to maintain 911 database integrity
Page 49
Part A
when a subscriber ports to another service provider.
The Parties agree that the Customer should not be
dropped from the 911 database during the transition.
42.2.8 When a subscriber ports to another
service provider and has previously secured a
reservation of line numbers from the donor provider
for possible activation at some future point, these
reserved but inactive numbers shall "port" along with
the active numbers being ported by the subscriber. So
long as CO-PROVIDER maintains the reserved numbers, U
S WEST shall not reassign said numbers. The Parties
will allocate the revenue generated from number
reservations in accordance with a schedule to be
mutually agreed upon by the Parties within ninety
(90) days after a request by CO-PROVIDER. U 5. WEST
shall provide CO-PROVIDER the ability to reserve
numbers.
42.2.9 During the process of porting a
subscriber, the donor service provider shall
implement the 10-Digit trigger feature, when the
technology is made available in each switch in
accordance with the schedules adopted by the FCC.
When the donor provider receives the porting request,
the unconditional trigger shall be applied to the
subscriber's line at the time that has been agreed to
via the Western Region LNP Operations Guidelines in
order to overcome donor network time delays in the
disconnection of the subscriber. Alternatively, when
an activation notice is sent to an NPAC to trigger a
broadcast to service provider databases, the donor
switch shall have its translations changed to
disconnect the subscriber's line within thirty (30)
minutes or less after the donor network Local SMS's
has received the broadcast. Porting requests that
require coordination between service providers, in
accordance with the guidelines, will be handled on a
case-by-case basis and will not be covered by the
above.(22)
42.2.10 Both CO-PROVIDER and U S WEST shall:
(a) support all emergency and
Operator Services.
(b) use scarce numbering resources
efficiently and administer such resources in
a competitively neutral manner.
(c) jointly cooperate with each
other to provide the information necessary
to rate and ▇▇▇▇ all types of calls.
(d) jointly cooperate with each
other to apply PNP consistently on a
nationwide basis, and in accordance with all
FCC directives.
42.2.11 A ten-digit code, consistent with
the North American Numbering Plan, shall be used as
a network address for each switch that terminates
subscriber lines, i.e., an end office. This address
shall support existing six-digit routing and may be
implemented without changes to existing switch
routing algorithms. In existing end offices, this
address shall be selected from one of its existing
NPA-NXXs. New end offices shall be assigned an
address through normal administrative processes.
Page 50
__________________________
(22) MCI Order at pg. 3, Issue 13 and as subsequently agreed by the Parties
Part A
42.2.12 PNP employs an "N-1" (N minus 1)
Query Strategy for interLATA or intraLATA toll calls,
by which the originating carrier will pass the call
to the appropriate toll carrier who will perform a
query to an external routing database and efficiently
route the call to the appropriate terminating local
carrier either directly or through an access tandem
office.
42.2.13 U S WEST shall furnish CO-PROVIDER
with the first six (6) digits of the originating
address when it supplies CO-PROVIDER with the
Jurisdiction Information Parameter for the
originating address message.
42.2.14 U S WEST agrees to begin the
introduction of PNP to end user subscribers who may
begin changing local service providers and retaining
their existing telephone number based on the time
line set out by the FCC in its Telephone Number
Portability Order (CC Docket No. 95-116), or in
accordance with a Commission order if such time for
introduction of PNP set by the Commission is earlier
than would result under the FCC Order.
42.2.15 The generic requirements for the PNP
alternative will be implemented in accordance with
industry standard specifications.
42.2.16 For a local call to a ported number,
the originating carrier is the "N-I" carrier. It
will perform an external database query as soon as
the call reaches the first PNP-capable switch in the
call path and pass the call to the appropriate
terminating carrier. A PNP-capable originating
switch shall query on a local call to a portable NXX
as soon as it determines that it (the originating
switch) does not serve the dialed number.
42.2.17 U S WEST shall be the default
carrier for database queries where CO-PROVIDER is
unable to perform its own query due to abnormal
conditions. CO-PROVIDER shall be the default carrier
for database queries where U S WEST is unable to
perform its own query due to abnormal conditions.
42.2.18 U S WEST will provide CO-PROVIDER
PNP for subscribers moving to a different location,
or staying at the same location, within the same
rate center area.
42.2.19 U S WEST will work cooperatively
with other local service providers to establish the
Western Region Number Portability Administration
Center/Service Management System (SMS). The SMS
shall be administered by a neutral third party to
provide for the efficient porting of numbers between
carriers. There must be one (1) exclusive NPAC per
portability State or region, and U S WEST shall
provide all information uploads and downloads
regarding ported numbers to/from, respectively, the
exclusive NPAC. U S WEST and CO-PROVIDER shall
cooperate to facilitate the expeditious deployment
of PNP through the process prescribed by the FCC,
including, but not limited to, participation in the
selection of a neutral third party and development
of SMS, as well as SMS testing for effective
procedures, electronic system interfaces, and
Page 51
Part A
overall readiness for use consistent with that
specified for provisioning in this Agreement.
42.3 REQUIREMENTS FOR INP AND NP
42.3.1 [Intentionally left blank for numbering consistency]
42.3.2 CUT-OVER PROCESS
THE PARTIES SHALL COOPERATE IN THE PROCESS
OF PORTING NUMBERS FROM ONE CARRIER TO ANOTHER SO AS
TO LIMIT SERVICE OUTAGE FOR THE PORTED SUBSCRIBER.
THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, EACH
PARTY UPDATING ITS RESPECTIVE NETWORK ELEMENT
TRANSLATIONS WITHIN FIFTEEN (15) MINUTES FOLLOWING
NOTIFICATION BY THE INDUSTRY SMS, OR PORTED-TO LOCAL
SERVICE PROVIDER, AND DEPLOYING SUCH TEMPORARY
TRANSLATIONS AS MAY BE REQUIRED TO MINIMIZE SERVICE
OUTAGE, E.G., UNCONDITIONAL TRIGGERS. IN ADDITION,
CO-PROVIDER SHALL HAVE THE RIGHT TO DETERMINE WHO
INITIATES THE ORDER FOR INP IN SPECIFIC CUT-OVER
SITUATIONS. THE TIME FRAMES IN THIS PARAGRAPH SHALL
BE PURSUANT TO GENERIC REQUIREMENTS FOR SCP
APPLICATION AND GTT FUNCTION FOR NUMBER PORTABILITY,
ISSUE 0.99, JANUARY 6, 1997 AND SUBSEQUENT VERSIONS
WHICH MAY BE ADOPTED FROM TIME TO TIME. THE PARTIES
SHALL COOPERATE TO REVIEW AND, if NECESSARY, ADJUST
THE ABOVE TIME FRAME BASED ON THEIR ACTUAL
EXPERIENCES.(23)
42.3.3 TESTING
U S WEST and CO-PROVIDER shall
cooperate in conducting CO-PROVIDER's testing to
ensure interconnectivity between systems. U S WEST
shall inform CO-PROVIDER of any system updates that
may affect the CO-PROVIDER network and U S WEST
shall, at CO-PROVIDER's request, perform tests to
validate the operation of the network. Additional
testing requirements may apply as specified by this
Agreement.
42.3.4 ENGINEERING AND MAINTENANCE
(a) U S WEST and
CO-PROVIDER will cooperate to ensure that
performance of trunking and signaling
capacity is engineered and managed at levels
which are at least the same level of service
as provided by U S WEST to its subscribers
and to ensure effective maintenance testing
through activities such as routine testing
practices, network trouble isolation
processes and review of operational elements
for translations, routing and network fault
isolation.
(b) Additional specific
engineering and maintenance requirements
shall apply as specified in this Agreement.
42.3.5 RECORDING AND BILLING
----------------
(23)MCI Order at pg. 3, Issue 13
Page 52
Part A
The Parties shall provide each
other with accurate billing and subscriber account
record exchange data necessary for billing their
subscribers whose numbers have been ported.
42.3.6 OPERATOR SERVICES AND DIRECTORY ASSISTANCE
With respect to Operator Services
and Directory Assistance associated with NP for
CO-PROVIDER subscribers, U S WEST shall provide the
following:
(a) While INP is deployed and prior to
conversion to PNP:
i. The Parties acknowledge that
technology, as of the Effective Date of
this Agreement, does not permit the
provision of BLV/BLI to ported numbers.
When such becomes available in the U S
WEST network, such technology shall be
made available to CO-PROVIDER.
ii. U S WEST shall allow CO-PROVIDER to
order provisioning of Telephone Line
Number (TLN) calling cards and Billed
Number Screening (BNS), in its LIDB,
for ported numbers, as specified by
CO-PROVIDER. U S WEST shall continue to
allow CO-PROVIDER access to its LIDB.
Other LIDB provisions are specified in
this Agreement.
iii. Where U S WEST has control of directory
listings for NXX codes containing
ported numbers, U S WEST shall maintain
entries for ported numbers as specified
by CO-PROVIDER in accordance with the
Listings Section of this Agreement.
(b) When PNP is in place:
i. The provisions in Section 42.3.6
preceding, shall apply when PNP is in
place.
ii. If Integrated Services Digital Network
User Part (ISUP) signaling is used, U S
WEST shall provide the Jurisdiction
Information Parameter in the SS7
Initial Address Message. (See Generic
Switching and Signaling Requirements
for Number Portability, Issue 1.0,
February 12, 1996 (Editor - Lucent
Technologies, Inc.)).
iii The Parties shall provide, when
received from the NPAC, a 10-Digit
Global Title Translation (GTT) Node for
routing queries for TCAP-based Operator
Services (e.g., LIDB). The acquiring
company will provide the GTT to the
NPAC. The NPAC will distribute this
information to the donor company and
all other parties.
iv. U S WEST OSS shall meet all
requirements specified in "Generic
Operator Services Switching
Requirements for Number Portability,"
Issue 1.1, June 20, 1996, as updated
from time to time.
Page 53
Part A
43. DIALING PARITY
43.1 The Parties shall provide dialing parity to each other as
required under Section 251(b)(3) of the Act or state law or
regulation as appropriate.
43.2 U S WEST shall ensure that all CO-PROVIDER Customers
experience the same dialing parity as similarly-situated
Customers of U S WEST services, such that, for example, for
all call types: (a) an CO-PROVIDER Customer is not required
to dial any greater number of digits than a
similarly-situated U S WEST Customer; and (b) the CO-PROVIDER
Customer may retain its local telephone number, so long as
the Customer continues receiving service in the same central
office serving area.
44. DIRECTORY LISTINGS
44.1 DIRECTORY LISTINGS GENERAL REQUIREMENTS
44.1.1 This Section 44 pertains to Directory Listings
requirements for the appearance of CO-PROVIDER end
user directory listings in Directory Assistance
service or directory product.
44.1.2 U S WEST shall include in its master directory
listing database all list information for
CO-PROVIDER Customers.
44.1.3 U S WEST shall not sell or license, nor allow any
third party, the use of CO-PROVIDER Customer
Listings without the prior written consent of
CO-PROVIDER. U S WEST shall not disclose nor allow
any third party to disclose non-listed name or
address information for any purpose other than what
may be necessary to complete directory distribution.
44.1.4 CO-PROVIDER CUSTOMER LISTINGS IN THE U S WEST
DIRECTORY ASSISTANCE DATABASE AND DIRECTORY LISTING
DATABASE SHALL BE CO-MINGLED WITH LISTINGS OF U S
WEST AND OTHER CLEC CUSTOMERS."(24)
44.1.5 EACH CO-PROVIDER CUSTOMER PRIMARY LISTING SHALL BE
PROVIDED, AT NO CHARGE, THE SAME WHITE PAGE LISTINGS
THAT U S WEST PROVIDES ITS CUSTOMERS.(25)
44.1.6 EACH CO-PROVIDER BUSINESS CUSTOMER PRIMARY LISTING
SHALL BE PROVIDED, AT NO CHARGE, THE SAME YELLOW
PAGE CLASSIFIED COURTESY LISTINGS THAT U S WEST
PROVIDES ITS CUSTOMERS.(26)
44.1.7 U S WEST SHALL ALSO ENSURE THAT ITS DIRECTORY
PUBLISHER PUBLISHES ALL TYPES OF LISTINGS FOR
CO-PROVIDER CUSTOMERS THAT ARE AVAILABLE TO U S WEST
------------
(24) MCI Order at pg. 11, Issue 36, first paragraph - third sentence and second
paragraph - first and second
(25) MCI Order at pg. 11, Issue 36, first paragraph - first sentence
(26) MCI Order at pg. 11, Issue 36, first paragraph - first sentence
Page 54
Part A
CUSTOMERS UNDER THE SAME TERMS, AND CONDITIONS,
INCLUDING, BUT NOT LIMITED TO:(27)
(a) Foreign listings
(b) Reference listings
(c) Information listings
(d) Alternate call listings
(e) Multi-line listings
(f) Multi-line/Multi-owner listings
44.1.8 CO-PROVIDER end user listings properly identified by
CO-PROVIDER as State. Local, and Federal government
listings shall be appropriately coded in the U S
WEST Directory Listing database. U S WEST will
provide government code information to CO-PROVIDER.
44.1.9 The listing and handling of CO-PROVIDER listed and
non-listed telephone numbers shall be at least at
parity with that provided by U S WEST to its own
Customers, including CO-PROVIDER customers who have
ported telephone numbers from U S WEST.
44.1.10 U S WEST shall ensure that its directory publisher
publishes CO-PROVIDER sales, service, billing, and
repair information for business and residential
Customers, along with the CO-PROVIDER logo in the
customer information/guide pages of each directory
at no charge to CO-PROVIDER.(28)
44.1.11 U S WEST is responsible for maintaining Listings,
including entering, changing, correcting,
rearranging and removing Listings in accordance with
CO-PROVIDER orders. Upon request, and at least one
(1) month prior to a given white page directory
close, a method of reviewing and correcting Listings
will be provided.
44.1.12 CO-PROVIDER SHALL RECEIVE COMMISSIONS FROM U S
WEST'S DIRECTORY PUBLISHER BY ALL COMPENSATION
GENERATED BY SUCH ADVERTISING AT THE SAME RATE PAID,
IF ANY, TO U S WEST OR ANY OF ITS AFFILIATES AS
SPECIFIED IN THE DIRECTORY PUBLISHING AGREEMENT
BETWEEN U S WEST AND U S WEST DEX AND ANY OTHER
AFFILIATE OR IN ANY OTHER WRITTEN AGREEMENT.(29)
44.1.13 U S WEST will permit CO-PROVIDER Customers to
place orders for Premium Listings and privacy
listings. CO-PROVIDER will be charged for Premium
Listings and privacy listings at U S WEST's
general exchange tariff rates less the wholesale
discount rate. The Premium and privacy listing
charges will be billed to CO-PROVIDER and itemized
at the telephone number sub-account level.
44.1.14 U S WEST shall ensure a third party distributes
appropriate alphabetical and classified
directories (white and yellow pages) and recycling
services to CO-PROVIDER Customers at parity with U
S WEST end users, including providing
--------------
(27) MCI Order at pg. 11, Issue 36, first paragraph - second sentence
(28) MCI Order at pg. 11, Issue 36, third paragraph
(29) Final Arbitration Order at pg. 10
Page 55
Part A
directories, a) upon establishment of new service;
b) during annual mass distribution; and c) upon
Customer request.
44.1.15 [INTENTIONALLY LEFT BLANK FOR NUMBERING
CONSISTENCY.](30)
44.1.16 U S WEST will provide the option of having CENTREX
users listed when CO-PROVIDER purchases CENTREX type
services for resale.
44.1.17 [INTENTIONALLY LEFT BLANK FOR NUMBERING
CONSISTENCY.](31)
44.2 SCOPE
44.2.1 CO-PROVIDER grants U S WEST a non-exclusive license
to incorporate Listings information into its
Directory Assistance database. CO-PROVIDER shall
select one of two options for U S WEST's use of
Listings and dissemination of Listings to third
parties.
EITHER:
(a) Treat the same as U S WEST's end user
listings - No prior authorization is needed
for U S WEST to release Listings to
directory publishers or other third
parties. U S WEST will incorporate Listings
information in all existing and future
Directory Assistance applications developed
by U S WEST. CO-PROVIDER authorizes U S
WEST to sell and otherwise make Listings
available to directory publishers. Listings
shall not be provided or sold in such a
manner as to segregate end users by
carrier.
OR:
(b) Restrict to U S WEST's Directory Assistance
Services -- Prior authorization required from
CO-PROVIDER for all other uses. CO-PROVIDER
makes its own, separate agreements with U S
WEST, third Parties and directory publishers
for all uses of its listings beyond Directory
Assistance. U S WEST will sell or provide
Listings to directory publishers (including U
S WEST's publisher affiliate) or other third
Parties only after the third party presents
proof of CO-PROVIDER's authorization.
Listings shall not be provided or sold in
such a manner as to segregate end users by
carrier.
(c) U S WEST SHALL BE ENTITLED TO RETAIN ALL
REVENUE ASSOCIATED WITH ANY SALES PURSUANT TO
SUBPARAGRAPHS (a) AND (b) ABOVE.(32)
44.3 U S WEST will take reasonable steps in accordance
with industry practices to accommodate non-published
and non-listed Listings provided that
---------------
(30) Final Arbitration Order at pg. 11
(31) Final Arbitration Order at pg. 12
(32) Final Arbitration Order at pg. 13
Page 56
PROVIDER has supplied U S WEST the necessary privacy
indicators on such Listings.
44.4 CO-PROVIDER RESPONSIBILITIES
44.4.1 CO-PROVIDER agrees to provide to U S WEST its
end user names, addresses and telephone numbers in a
standard mechanized format, as utilized by U S WEST.
44.4.2 CO-PROVIDER will supply its ACNA/CIC or CLCC/OCN, as
appropriate, with each order to provide U S WEST the
means of identifying listings ownership.
44.4.3 CO-PROVIDER represents the end user information
provided to U S WEST is accurate and correct.
CO-PROVIDER further represents that it has reviewed
all listings provided to U S WEST, including end
user requested restrictions on use such as
non-published and non-listed.
44.4.4 CO-PROVIDER is responsible for dealings with, and on
behalf of, CO-PROVIDER's end users on the following
subjects:
a) All end user account activity, e.g., end
user queries and complaints.
b) All account maintenance activity, e.g.,
additions, changes, issuance of orders for
Listings to U S WEST.
a) Determining privacy requirements and
accurately coding the privacy indicators for
CO-PROVIDER's end user information. If end
user information provided by CO-PROVIDER to
U S WEST does not contain a privacy
indicator, no privacy restrictions will
apply.
45. [Intentionally left blank for numbering consistency.]
46. U S WEST DEX ISSUES
46.1 U S WEST and CO-PROVIDER agree that certain issues, such as
yellow page advertising, directory distribution, access to
call guide pages, and yellow page listings, will be the
subject of negotiations between CO-PROVIDER and directory
publishers. U S WEST acknowledges that CO-PROVIDER may
request U S WEST to facilitate discussions between
CO-PROVIDER and U S WEST Dex.(33)
47. ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY
47.1 EACH PARTY SHALL PROVIDE THE OTHER PARTY NONDISCRIMINATORY
ACCESS TO POLES, DUCTS, RIGHTS-OF-WAY AND CONDUITS IT
CONTROLS ON TERMS, CONDITIONS AND PRICES AS DESCRIBED HEREIN.
WHILE THE LANGUAGE IN SECTION 47 DESCRIBES THE PROVISION OF
POLES, DUCTS, RIGHTS-OF-WAY AND CONDUITS BY U S WEST TO
CO-PROVIDER, THE LANGUAGE IN THIS SECTION SHALL APPLY
RECIPROCALLY TO THE PROVISION OF POLES, DUCTS, RIGHTS-OF-WAY
AND
------------
(33) Final Arbitration Order at pg. 13
Page 57
Part A
CONDUITS BY CO-PROVIDER TO U S WEST ON TERMS, CONDITIONS
AND PRICES COMPARABLE TO THOSE DESCRIBED HEREIN.(34)
47.2 [Intentionally left blank for numbering consistency]
47.3 DEFINITIONS
"Poles, ducts, conduits and ROW' refer to all the physical
facilities and legal rights which provide for access to
pathways across public and private property. These include
poles, pole attachments, ducts, innerducts, conduits,
building entrance facilities, building entrance links,
equipment rooms, remote terminals, cable vaults, telephone
closets, building risers, rights-of- way, or any other
requirements needed to create pathways. These pathways may
run over, under, across or through streets, traverse private
property, or enter multi-unit buildings. A Right-of-Way
("ROW') is the right to use the land or other property owned,
leased, or controlled by any means by U S WEST to place
poles, ducts, conduits and ROW or to provide passage to
access such poles, ducts, conduits and ROW. A ROW may run
under, on, or above public or private property (including air
space above public or private property) and shall include the
right to use discrete space in buildings, building complexes,
or other locations.
47.4 REQUIREMENTS
47.4.1 U S WEST shall make poles, duct, conduits and ROW
available to CO-PROVIDER upon receipt of a request
for use within the time periods provided in this
Section, providing all information necessary to
implement such use and containing rates, terms and
conditions, including, but not limited to,
maintenance and use in accordance with this
Agreement and at least equal to those which it
affords itself, its Affiliates and others. Other
users of these facilities, including U S WEST, shall
not interfere with the availability or use of the
facilities by CO-PROVIDER.
47.4.2 Within ten (10) Business Days of CO-PROVIDER's
request for specific poles, ducts, conduits, or ROW,
U S WEST shall provide any information in its
possession or available to it regarding the
environmental conditions of such requested poles,
ducts, conduits or ROW route or location including,
but not limited to, the existence and condition of
asbestos, lead paint, hazardous substance
contamination, or radon. Information is considered
"available" under this Agreement if it is in U S
WEST's possession or files, or the possession of an
agent, contractor, employee, lessor, or tenant of
U S WEST's that holds such information on U S WEST's
behalf. If the poles, ducts, conduits or ROW contain
such environmental contamination, making the
placement of equipment hazardous, U S WEST shall
offer alternative poles, ducts, conduits or ROW for
CO-PROVIDER's consideration. U S WEST shall allow
CO-PROVIDER to perform any environmental site
investigations, including, but not limited to, Phase
I and Phase II environmental site assessments, as
CO-PROVIDER may deem to be necessary.
--------------------
(34) Final Arbitration Order at pg. 16
Page 58
Part A
47.4.3 U S WEST shall not prevent or delay any third party
assignment of ROW to CO-PROVIDER.
47.4.4 U S WEST shall offer the use of such poles, ducts,
conduits and ROW it has obtained from a third party
to CO-PROVIDER, to the extent such agreement does
not prohibit U S WEST from granting such rights to
CO-PROVIDER. They shall be offered to CO-PROVIDER on
the same terms as are offered to U S WEST.
CO-PROVIDER shall reimburse U S WEST for U S WEST's
reasonable costs, if any, incurred as a result of
the exercise of its eminent domain authority on
behalf of CO-PROVIDER in accordance with the
provisions of this paragraph.
47.4.5 U S WEST shall provide CO-PROVIDER equal and
non-discriminatory access to poles, ducts, conduit
and ROW and any other pathways on terms and
conditions equal to that provided by U S WEST to
itself or to any other Person. Further, U S WEST
shall not preclude or delay allocation of these
facilities to CO-PROVIDER because of the potential
needs of itself or of other Person, except a
maintenance spare may be retained as described
below.
47.4.6 U S WEST shall not attach, or permit other entities
to attach facilities on, within or overlashed to
existing CO-PROVIDER facilities without
CO-PROVIDER's prior written consent.
47.4.7 U S WEST AND CO-PROVIDER AGREE TO PROVIDE CURRENT
DETAILED ENGINEERING AND OTHER PLANT RECORDS AND
DRAWINGS FOR SPECIFIC REQUESTS FOR POLES, DUCTS,
CONDUIT AND ROW, INCLUDING FACILITY ROUTE MAPS AT A
CITY LEVEL, AND THE FEES AND EXPENSES INCURRED IN
PROVIDING SUCH RECORDS AND DRAWINGS ON THE EARLIER
OF TWENTY (20) BUSINESS DAYS FROM THE DATE OF
REQUEST OR THE TIME WITHIN WHICH U S WEST PROVIDES
THIS INFORMATION TO ITSELF OR ANY OTHER PERSON. SUCH
INFORMATION SHALL BE OF EQUAL TYPE AND QUALITY AS
THAT WHICH IS AVAILABLE TO U S WEST'S OR
CO-PROVIDER'S OWN ENGINEERING AND OPERATIONS STAFF.
EITHER PARTY SHALL ALSO ALLOW PERSONNEL DESIGNATED
BY THE OTHER PARTY TO JOINTLY EXAMINE, AT NO COST TO
THE OTHER PARTY FOR SUCH PERSONNEL, SUCH ENGINEERING
RECORDS AND DRAWINGS FOR A SPECIFIC LOCAL ROUTING AT
CENTRAL OFFICES AND ENGINEERING OFFICES UPON TEN
(10) DAYS' WRITTEN NOTICE. U S WEST AND CO-PROVIDER
ACKNOWLEDGE THAT THE REQUEST FOR INFORMATION AND THE
SUBJECT MATTER RELATED TO THE REQUEST MADE UNDER
THIS SECTION SHALL BE TREATED AS PROPRIETARY
INFORMATION.(35)
47.4.8 U S WEST shall provide to CO-PROVIDER a Single Point
of Contact for negotiating all structure lease and
ROW arrangements.
47.4.9 U S WEST shall provide information regarding the
availability and condition of poles, ducts, conduit
and ROW within five (5) Business Days of
CO-PROVIDER's request if the information then exists
in U S WEST's records (a records based answer) and
within twenty (20) Business Days of CO-PROVIDER's
request if U S WEST must physically examine the
poles, ducts, conduits and ROW (a field based
answer) (Request"). CO-PROVIDER shall have the
option to be present at the field based survey and
U S WEST shall provide CO-PROVIDER at least
----------------
(35) Final Arbitration Order at pg. 18
Page 59
Part A
twenty-four (24) hours' notice prior to the start of
such field survey. During and after this period, U S
WEST shall allow CO-PROVIDER personnel to enter
manholes and equipment spaces and view pole
structures to inspect such structures in order to
confirm usability or assess the condition of the
structure. U S WEST shall send CO-PROVIDER a written
notice confirming availability pursuant to the
Request within such twenty (20) day period
("Confirmation").
47.4.10 FOR THE PERIOD BEGINNING AT THE TIME OF THE REQUEST
AND ENDING NINETY (90) DAYS FOLLOWING CONFIRMATION,
EITHER U S WEST OR CO-PROVIDER SHALL RESERVE SUCH
POLES, DUCTS, CONDUIT AND ROW FOR THE OTHER PARTY
AND SHALL NOT ALLOW ANY USE THEREOF BY ANY THIRD
PARTY, INCLUDING THE PARTY PROVIDING CONFIRMATION.
THE PARTY REQUESTING ACCESS SHALL ELECT WHETHER OR
NOT TO ACCEPT SUCH POLES, DUCTS, CONDUIT AND ROW
WITHIN THE NINETY (90) DAY PERIOD FOLLOWING
CONFIRMATION. CO-PROVIDER OR U S WEST MAY ACCEPT
SUCH FACILITIES BY SENDING WRITTEN NOTICE TO THE
PARTY PROVIDING CONFIRMATION ("ACCEPTANCE").(36)
47.4.11 Reservation. After Acceptance by CO-PROVIDER,
CO-PROVIDER shall have six (6) months to begin
attachment and/or installation of its facilities to
the poles, ducts, conduit and ROW or request U S
WEST to begin make ready or other construction
activities. Any such construction, installation or
make ready by CO-PROVIDER shall be completed by the
end of one (1) year after Acceptance. CO-PROVIDER
shall not be in default of the 6-month or 1-year
requirement above if such default is caused in any
way by any action, inaction or delay on the part of
U S WEST or its Affiliates or subsidiaries.
47.4.12 Make Ready. U S WEST shall rearrange, modify and/or
make ready existing poles, ducts, conduit and ROW
where necessary and feasible to provide space for
CO-PROVIDER's requirements. Subject to the
requirements above, the Parties shall endeavor to
mutually agree upon the time frame for the
completion of such work within five (5) days
following CO-PROVIDER's request; provided, however,
that any such work required to be performed by U S
WEST shall be completed within sixty (60) days or a
reasonable period of time based on standard
construction intervals in the industry, unless
otherwise agreed by CO-PROVIDER in writing.
47.4.13 New Construction. After Acceptance, U S WEST shall
complete any new construction, relocation or
installation of poles, ducts, conduits or ROW
required to be performed by U S WEST or any U S WEST
construction, relocation or installation requested
by CO-PROVIDER within a reasonable period of time
based on standard construction intervals in the
industry or sixty (60) days after obtaining all
governmental authority or permits necessary to
complete such construction, relocation or
installation. If U S WEST anticipates that
construction, relocation or installation will go
beyond standard industry intervals or the sixty (60)
day period, U S WEST shall immediately notify
CO-PROVIDER and the Parties shall mutually agree on
a completion date.
-------------------
(36) Final Arbitration order at pg. 19
Page 60
Part A
47.4.14 CO-PROVIDER shall begin payment for the use of newly
constructed poles, ducts, conduit, and ROW upon
completion of such construction and installation and
confirmation by appropriate testing methods that the
facilities are in a condition ready to operate in
CO-PROVIDER's network or upon use (other than for
testing) by CO-PROVIDER, whichever is earlier.
47.4.15 CO-PROVIDER shall make payment for construction,
relocation, rearrangements, modifications and make
ready in accordance with Section 3.5 of Attachment 1
of this Agreement.
47.4.16 [Intentionally left blank for numbering consistency]
47.4.17 CO-PROVIDER may, at its option, install its
facilities on poles, ducts, conduit and ROW and use
CO-PROVIDER or CO-PROVIDER designated personnel to
attach its equipment to such U S WEST poles, ducts,
conduits and ROW.
47.4.18 If available, U S WEST shall provide CO-PROVIDER
space in manholes for racking and storage of cable
and other materials as requested by CO-PROVIDER.
47.4.19 U S WEST shall rearrange, modify and/or make ready
any conduit system or poles with retired cable by
removing such retired cable from conduit systems or
poles to allow for the efficient use of conduit
space and pole space. Before denying access based on
a lack of capacity, U S WEST must explore potential
accommodations with CO-PROVIDER.
47.4.20 Where U S WEST has innerducts which are not, at that
time, being used or are not reserved as emergency or
maintenance spare in accordance with FCC rules and
regulations, U S WEST shall offer such ducts for
CO-PROVIDER's use.
47.4.21 Where a spare innerduct does not exist, U S WEST
shall allow CO-PROVIDER to install an innerduct in
U S WEST conduit, at CO-PROVIDER's cost and expense.
U S WEST must review and approve any installation of
innerduct in any U S WEST's duct prior to the start
of construction. Such approval shall not be
unreasonably delayed, withheld or conditioned.
CO-PROVIDER shall provide notice to U S WEST of any
work activity not less than twenty-four (24) hours
prior to the start of construction.
47.4.22 Where U S WEST has any ownership or other rights to
ROW to buildings or building complexes, or within
buildings or building complexes, U S WEST shall
offer such ROW to CO-PROVIDER.
(a) Subject to the approval of the building
owner, if required, the right to use any
available space owned or controlled by U S
WEST in the building or building complex to
install CO-PROVIDER equipment and
facilities;
(b) Subject to the approval of the building
owner if required, ingress and egress to
such space; and
Page 61
Part A
(c) Subject to the approval of the building
owner, if required, the right to use
electrical power at parity with U S WEST's
rights to such power.
47.4.23 Whenever U S WEST intends to modify or alter any
poles, ducts, conduits or ROW which contain
CO-PROVIDER's facilities, U S WEST shall provide
written notification of such action to CO-PROVIDER
so that CO-PROVIDER may have a reasonable
opportunity to add to or modify its facilities.
CO-PROVIDER shall advise U S WEST, in writing, of
its intentions to add or modify the facilities
within fifteen (15) Business Days of U S WEST's
notification. If CO-PROVIDER adds to or modifies its
facilities according to this paragraph, CO-PROVIDER
shall bear a proportionate share of the costs
incurred by U S WEST in making such facilities
accessible.
47.4.24 CO-PROVIDER shall not be required to bear any of the
costs of rearranging or replacing its facilities, if
such rearrangement or replacement is required as a
result of an additional attachment or the
modification of an existing attachment sought by any
entity other than CO-PROVIDER, including U S WEST.
47.4.25 U S WEST shall maintain the poles, ducts, conduits
and ROW at its sole cost. CO-PROVIDER shall maintain
its own facilities installed within the poles,
ducts, conduits and ROW at its sole cost. In the
event of an emergency, U S WEST shall begin repair
of its facilities containing CO-PROVIDER's
facilities within a reasonable time frame based on
industry standards or a time frame requested by
CO-PROVIDER. If U S WEST cannot begin repair within
the requested time frame, upon notice and approval
of U S WEST, which approval shall not be
unreasonably withheld, CO-PROVIDER may begin such
repairs without the presence of U S WEST personnel.
CO-PROVIDER may climb poles and enter the manholes,
handholds, conduits and equipment spaces containing
U S WEST's facilities in order to perform such
emergency maintenance, but only until such time as
qualified personnel of U S WEST arrives ready to
continue such repairs. For both emergency and
non-emergency repairs, CO-PROVIDER may use spare
innerduct or conduits, including the innerduct or
conduit designated by U S WEST as emergency spare
for maintenance purposes; provided, however, that
CO-PROVIDER may only use such spare conduit or
innerduct for a maximum period of ninety (90) days.
47.4.26 In the event of a relocation necessitated by a
governmental entity exercising the power of eminent
domain, when such relocation is not reimbursable,
all parties shall share pro rata in costs for
relocating the base conduit or poles and shall each
pay its own cost of cable and installation of the
facilities in the newly rebuilt U S WEST poles,
ducts, conduits and ROW.
48. BONA FIDE REQUEST PROCESS FOR FURTHER UNBUNDLING
48.1 Any request for Interconnection or access to an unbundled
Network Element not already available via price lists,
tariff, or as described herein shall be treated as a Request
under this Section.
Page 62
Part A
48.2 U S WEST shall use the Bona Fide Request Process ("BFR")
process as described in this Section 48, to determine the
technical feasibility of the requested interconnection or
Network Element(s) and, for those items found to be
technically feasible, to provide the terms and timetable for
providing the requested items. Additionally, elements,
services and functions which are materially or substantially
different from those services, elements or functions already
provided by U S WEST to itself, its Affiliates, Customers, or
end users may, at the discretion of CO-PROVIDER, be subject
to this BFR process.
48.3 A Request shall be submitted in writing and, at a minimum,
shall include: (a) a complete and accurate technical
description of each requested Network Element or
Interconnection; (b) the desired interface specifications;
(c) a statement that the Interconnection or Network Element
will be used to provide a Telecommunications Service; (d) the
quantity requested; (e) the location(s) requested; and (f)
whether CO-PROVIDER wants the requested item(s) and terms
made generally available. O-PROVIDER may designate a Request
as Confidential.
48.4 Within forty-eight (48) hours of receipt of a Request, U S
WEST shall acknowledge receipt of the Request and review such
Request for initial compliance with Subsection 48.3 above. In
its acknowledgment, U S WEST shall advise CO-PROVIDER of any
missing information reasonably necessary to move the Request
to the preliminary analysis described in Subsection 48.5
below.
48.5 Unless otherwise agreed to by the Parties, within thirty (30)
calendar days of its receipt of the Request and all
information necessary to process it, U S WEST shall provide
to CO-PROVIDER a preliminary analysis of the Request. As
reasonably requested by CO-PROVIDER, U S WEST agrees to
provide status updates to CO-PROVIDER. U S WEST will notify
CO-PROVIDER if the quote preparation fee, if any, will exceed
$5,000. CO-PROVIDER will approve the continuation of the
development of the quote prior to U S WEST incurring any
reasonable additional expenses. The preliminary analysis
shall specify whether or not the requested Interconnection or
access to an unbundled Network Element is technically
feasible and otherwise qualifies as a Network Element or
Interconnection as defined under the Act.
48.5.1 If U S WEST determines during the thirty (30) day
period that a Request is not technically feasible or
that the Request otherwise does not qualify as a
Network Element or Interconnection required to be
provided under the Act, U S WEST shall so advise
CO-PROVIDER as soon as reasonably possible of that
fact, and promptly provide a written report setting
forth the basis for its conclusion but in no case
later than ten (10) calendar days after making such
determination.
48.5.2 If U S WEST determines during the thirty (30) day
period that the Request is technically feasible and
otherwise qualifies under the Act, it shall notify
CO-PROVIDER in writing of such determination, no
later than ten (10) calendar days after making such
determination.
48.5.3 Unless otherwise agreed to by the Parties, as soon as
feasible, but no more than ninety (90) calendar days
after U S WEST notifies CO-PROVIDER that the Request
is technically feasible, U S WEST shall provide to
CO-PROVIDER a Request quote which will include, at a
minimum, a description of each Interconnection and
Network Element, the quantity to be provided, the
installation
Page 63
intervals (both initial and subsequent), the impact
on shared systems software interfaces, the ordering
process changes, the functionality specifications,
any interface specifications, and either:
(a) the applicable rates (recurring and
nonrecurring), including the amortized
development costs, as appropriate pursuant
to Section 48.5.4 below, of the
Interconnection or Network Element; or
(b) the payment for development costs, as
appropriate pursuant to Section 48.5.4
below, of the Interconnection or Network
Element and the applicable rates (recurring
and nonrecurring), excluding the
development. costs.
48.5.4 The choice of using either option (a) or (b) above
shall be at U S WEST's sole discretion. A payment
for development cost, however, is appropriate only
where CO-PROVIDER is the only conceivable user of
the functionality (including consideration of U S
WEST as a potential user) or where the requested
quantity is insufficient to provide amortization.
48.6 If U S WEST has used option (a) above in its Request quote,
then, within thirty (30) days of its receipt of the Request
quote, CO-PROVIDER must indicate its nonbinding interest in
purchasing the Interconnection or Network Element at the
stated quantities and rates, cancel it Request, or seek
remedy under the dispute resolution section of this
Agreement.
48.7 If U S WEST has used option (b) above in its Request quote,
then, within thirty (30) days of its receipt of the Request
quote, CO-PROVIDER must either agree to pay the development
costs of the Interconnection or Network Element, cancel its
Request, or seek remedy under the dispute resolution section
of this Agreement.
48.8 If U S WEST has used option (b) in its Request quote and
CO-PROVIDER has accepted the quote, CO-PROVIDER may cancel
the Request at any time, but will pay U S WEST's reasonable
development costs of the Interconnection or Network Element
up to the date of cancellation.
48.9 U S WEST will use reasonable efforts to determine the
technical feasibility and conformance with the Act of the
Request within the first thirty-two (32) days of receiving
the Request. In the event U S WEST has used option (b) above
in its Request quote and U S WEST later determines that the
Interconnection or Network Element requested in the Request
is not technically feasible or otherwise does not qualify
under the Act, U S WEST shall notify CO-PROVIDER within ten
(10) Business Days of making such determination and
CO-PROVIDER shall not owe any compensation to U S WEST in
connection with the Request. Any quotation preparation fees
or development costs paid by CO-PROVIDER to the time of such
notification shall be refunded by U S WEST.
48.10 To the extent possible, U S WEST will utilize information
from previously developed BFRs to address similar
arrangements in order to shorten the response times for the
currently requested BFR. In the event CO-PROVIDER has
submitted a Request for an Interconnection or a Network
Element and U S WEST determines in accordance with the
provisions of this Section 48 that the Request is technically
feasible, the Parties agree that CO-PROVIDER's subsequent
request or order for the identical type of
Page 64
Part A
Interconnection or Network Element shall not be subject to
the BFR process. To the extent U S WEST has deployed an
identical Network Element under a previous BFR, a subsequent
BFR is not required. For purposes of this Section 48.10, an
"identical" request shall be one that is materially identical
to a previous request with respect to the information
provided pursuant to Subsections (a) through (e) of Section
48.3 above.
48.11 In the event of a dispute under this Section 48, the Parties
agree to seek expedited Commission resolution of the dispute,
to be completed within twenty (20) days of U S WEST's
response denying CO-PROVIDER's BFR, and in no event more than
thirty (30) days after the filing of CO-PROVIDER's petition.
Alternatively, the Parties may mutually agree to resolve any
disputes under this section through the dispute resolution.
process pursuant to Section 27, Part A of this Agreement.
48.12 All time intervals within which a response is required from
one Party to another under this Section 48 are maximum time
intervals. The Parties agree that they will provide all
responses to the other Party as soon as the Party has the
information and analysis required to respond, even if the
time interval stated herein for a response is not over.
49. AUDIT PROCESS
49.1 As used herein, "Audit" shall mean a comprehensive review of
services performed under this Agreement. Either Party (the
"Requesting Party") may perform up to three (3) Audits per
12-month period commencing with the Effective Date.
49.2 Upon thirty (30) days' written notice by the Requesting Party
to the other Party (the "Audited Party"), the Requesting
Party shall have the right, through its authorized
representative, to make an Audit, during normal business
hours, of any records, accounts and processes which contain
information related to the services provided and performance
standards agreed to under this Agreement. Within the
above-described 30-day period, the Parties shall reasonably
agree upon the scope of the Audit, the documents and
processes to be reviewed, and the time, place and manner in
which the Audit shall be performed. The Audited Party agrees
to provide Audit support, including appropriate access to and
use of the Audited Party's facilities (e.g., conference
rooms, telephones, copying machines).
49.3 Each Party shall bear its own expenses in connection with the
conduct of the Audit. The reasonable cost of special data
extractions required by the Requesting Party to conduct the
Audit will be paid for by the Requesting Party. For purposes
of this Section 49.3, a "Special Data Extraction" shall mean
the creation of an output record or informational report
(from existing data files) that is not created in the normal
course of business. If any program is developed to the
Requesting Party's specifications and at the Requesting
Party's expense, the Requesting Party shall specify at the
time of request whether the program is to be retained by the
Audited Party for reuse for any subsequent Audit.
Notwithstanding the foregoing, the Audited Party shall pay
all of the Requesting Party's external expenses (including,
without limitation, the fees of any independent auditor), in
the event an Audit results in an adjustment in the charges or
in any invoice paid or payable by the Requesting Party
hereunder in an amount that is, on an annualized basis, more
than the greater of (a) one percent (1%) of the amount in
dispute or (b) $10,000.
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Part A
49.4 Adjustments, credits or payments shall be made and any
corrective action shall commence within thirty (30) days from
the Audited Party's receipt of the final audit report to
compensate for any errors or omissions which are disclosed by
such Audit and are agreed to by the Parties. The highest
interest rate allowable by law for commercial transactions
shall be assessed and shall be computed by compounding daily
from the time of the original due date of the amount of
dispute.
49.5 Neither such right to examine and audit nor the right to
receive an adjustment shall be affected by any statement to
the contrary appearing on checks or otherwise.
49.6 This Section 49 shall survive expiration or termination of
this Agreement for a period of two (2) years after expiration
or termination of this Agreement.
49.7 All transactions under this Agreement which are over
thirty-six (36) months old are no longer subject to Audit.
49.8 All information received or reviewed by the Requesting Party
or the independent auditor in connection with the Audit is to
be considered Proprietary Information as defined by this
Agreement. The Audited Party reserves the right to require
any non-employee who is involved directly or indirectly in
any Audit or the resolution of its findings as described
above to execute a nondisclosure agreement satisfactory to
the Audited Party. To the extent an Audit involves access to
information of third parties, the Audited Party will
aggregate such competitors' data before release to the
Requesting Party, to insure the protection of the proprietary
nature of information of other competitors. To the extent a
competitor is an Affiliate of the Audited Party (including
itself and its subsidiaries), the Parties shall be allowed to
examine such Affiliate's disaggregated data, as required by
reasonable needs of the Audit.
49.9 "EXAMINATION" SHALL MEAN AN INQUIRY REASONABLY REQUESTED BY
EITHER PARTY INTO SPECIFIC ELEMENT(S) OR PROCESS(ES) WHERE
THE REQUESTING PARTY RAISES A DISPUTE CONCERNING SERVICES
PERFORMED BY THE OTHER PARTY UNDER THIS AGREEMENT AND SUCH
DISPUTE HAS NOT BEEN RESOLVED THROUGH THE ESCALATION PROCESS
DESCRIBED IN THIS AGREEMENT. ONLY THAT INFORMATION THAT IS
NECESSARY TO RESOLVE THE DISPUTE IN ISSUE MUST BE PROVIDED IN
THE COURSE OF AN EXAMINATION AND THE TOTAL TIME INVOLVED IN
AN EXAMINATION FOR EACH PARTY MAY NOT EXCEED THREE (3) PEOPLE
FOR THREE (3) DAYS. APPROPRIATE PROVISIONS OF THIS SECTION 49
THAT APPLY TO AUDITS SHALL ALSO APPLY TO EXAMINATIONS, EXCEPT
THAT EITHER PARTY MAY CONDUCT ONLY A TOTAL OF NINE (9)
EXAMINATIONS AND AUDITS PER YEAR, WITH A MAXIMUM OF THREE (3)
AUDITS PER YEAR.(37)
50. MISCELLANEOUS SERVICES
50.1 BASIC 911 AND E911 GENERAL REQUIREMENTS
50.1.1 Basic 911 and E911 provides a caller access to the
appropriate emergency service bureau by dialing a
3-digit universal telephone number (911). Basic 911
and E911 access from Local Switching shall be
provided to CO-PROVIDER in accordance with the
following:
---------------
(37) Final Arbitration Order at pg. 21
Page 66
Part A
50.1.2 Each Party will be responsible for those portions of
the 911 System for which it has reasonable control,
including any necessary maintenance to each Party's
portion of the 911 System.
50.1.3 E911 shall provide additional routing flexibility
for 911 calls. E911 shall use Customer data,
contained in the Automatic Location
Identification/Data Management System ("ALI/DMS"),
to determine to which Public Safety Answering Point
("PSAP") to route the call.
50.1.4 If available in the U S WEST network, U S WEST shall
offer a third type of 911 service, S911. All
requirements for E911 also apply to S911 with the
exception of the type of signaling used on the
interconnection trunks from the local switch to the
E911 Tandem.
50.1.5 Basic 911 and E911 functions provided to CO-PROVIDER
shall be at least at parity with the support and
services that U S WEST provides to its Customers for
such similar functionality.
50.1.6 Basic 911 and E911 access from Local Switching
shall be provided to CO-PROVIDER in accordance with
the following:
50.1.6.1 U S WEST shall conform to all state
regulations concerning emergency
services.
50.1.6.2 For E911 provided to resold lines or in
association with unbundled switching,
U S WEST shall use its service order
process to update and maintain Customer
information in the ALI/DMS data base.
Through this process, U S WEST shall
provide and validate Customer
information resident or entered into
the ALI/DMS data base.
50.1.7 U S WEST shall provide for overflow 911 traffic
consistent with U S WEST policy and procedure.
50.1.8 Basic 911 and E911 access from the CO-PROVIDER local
switch shall be provided to CO-PROVIDER in
accordance with the following:
50.1.8.1 If required by CO-PROVIDER, U S WEST
shall interconnect direct trunks from
the CO-PROVIDER network to the E911
Tandem for connection to the PSAP. Such
trunks to the E911 Tandem may
alternatively be provided by
CO-PROVIDER.
50.1.8.2 In government jurisdictions where U S
WEST has obligations under existing
agreements as the primary provider of
the 911 System to the county,
CO-PROVIDER shall participate in the
provision of the 911 System as follows:
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Part A
(a) Each Party shall be responsible
for those portions of the 911
System for which it has control,
including any necessary
maintenance to each Party's
portion of the 911 System.
(b) U S WEST shall be responsible
for maintaining the E-911
database.
50.1.8.3 If a third party is the primary
service provider to a government
agency, CO-PROVIDER shall negotiate
separately with such third party with
regard to the provision of 911 service
to the agency. All relations between
such third party and CO-PROVIDER are
totally separate from this Agreement
and U S WEST makes no representations
on behalf of the third party.
50.1.8.4 If CO-PROVIDER or an Affiliate
is the primary service provider to a
government agency, CO-PROVIDER and U S
WEST shall negotiate the specific
provisions necessary for providing 911
service to the agency and shall include
such provisions in an amendment to this
Agreement.
50.1.8.5 Interconnection and database
access shall be priced as specified in
Attachment I to this Agreement or at
any rate charged to other
interconnected carriers, whichever is
lower.
50.1.8.6 CO-PROVIDER will separately
negotiate with each county regarding
the collection and reimbursement to the
county of applicable Customer taxes for
911 service.
50.1.8.7 U S WEST shall comply with
established, competitively neutral
intervals for installation of
facilities, including any collocation
facilities, diversity requirements,
etc.
50.1.8.8 In a resale situation, where it
may be appropriate for U S WEST to
update the ALI database, U S WEST shall
update such database with CO-PROVIDER
data in an interval no less than is
experienced by U S WEST Customers, or
than for other carriers, whichever is
faster, at no additional cost.
50.1.9 The following are Basic 911 and E911 Database
Requirements:
50.1.9.1 The ALI database shall be managed by
U S WEST, but is the property of U S
WEST and any participating telephone
company and CLEC for those records
provided by the company.
50.1.9.2 U S WEST, or its agent, will be
responsible for maintaining the E-911
Database. U S WEST, or its agent, will
provide a copy of the Master Street
Address Guide ("MSAG"), and periodic
updates, to CO-PROVIDER.
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Part A
50.1.9.3 Copies of the MSAG shall be provided
within twenty-one (21) calendar days
from the time requested and shall be
provided on diskette, magnetic tape, or
in a format suitable for use with
desktop computers.
50.1.9.4 CO-PROVIDER assumes all responsibility
for the accuracy of the data that
CO-PROVIDER provides to U S WEST for
MSAG preparation and E-911 Database
operation.
50.1.9.5 CO-PROVIDER shall be solely responsible
for providing CO-PROVIDER database
records to U S WEST for inclusion in U
S WEST's ALI database on a timely
basis.
50.1.9.6 CO-PROVIDER will provide end user data
to the U S WEST ALI database that are
Master Street Address Guide (MSAG)
valid.
50.1.9.7 CO-PROVIDER will update its end user
records provided to the U S WEST ALI
database to agree with the 911 MSAG
standards for its service areas.
50.1.9.8 U S WEST and CO-PROVIDER shall arrange
for the automated input and periodic
updating of the E911 database
information related to CO-PROVIDER end
users for resold lines in accordance
with Section 10.1 of Attachment 2 of
this Agreement. CO-PROVIDER may
request, through the BFR process,
similar arrangements for CO-PROVIDER
customers served on a non-resale basis.
U S WEST will furnish CO-PROVIDER any
variations to NENA recommendations
required for ALI database input. The
cost of magnetic tape transfer shall be
borne by CO-PROVIDER.
50.1.9.9 U S WEST and CO-PROVIDER shall arrange
for the automated input and periodic
updating of the E911 database
information related to CO-PROVIDER end
users. For resold services, U S WEST
shall work cooperatively with
CO-PROVIDER to ensure the accuracy of
the data transfer by verifying it
against the Master Street Address Guide
(MSAG). For CO-PROVIDER's customers
served by unbundled Network Elements or
through CO-PROVIDER's own facilities,
CO-PROVIDER shall ensure the accuracy
of its 911 data by verifying it against
the MSAG.
50.1.9.10 CO-PROVIDER shall assign an E911
database coordinator charged with the
responsibility of forwarding
CO-PROVIDER end user ALI record
information to U S WEST or via a
third-party entity, charged with the
responsibility of ALI record transfer.
CO-PROVIDER assumes all responsibility
for the accuracy of the data that
CO-PROVIDER provides to U S WEST.
50.1.9.11 The Parties shall maintain a single
point of contact to coordinate all
E911 activities under this Agreement.
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Part A
50.1.9.12 For resold services, CO-PROVIDER shall
provide information on new Customers to
U S WEST within one (1) Business Day of
the order completion. U S WEST shall
update the database within two (2)
Business Days of receiving the data
from CO-PROVIDER. If U S WEST detects
an error in the CO-PROVIDER provided
data, the data shall be returned to
CO-PROVIDER within two (2) Business
Days from when it was provided to U S
WEST. CO-PROVIDER shall respond to
requests from U S WEST to make
corrections to database record errors
by uploading corrected records within
two (2) Business Days. Manual entry
shall be allowed only in the event that
the system is not functioning properly.
CO-PROVIDER may request) through the
BFR process, similar services from U S
WEST for their customers who are served
on a non-resale basis.
50.1.9.13 The Parties will cooperate to implement
the adoption of a Carrier Code (NENA
standard five-character field) on all
ALI records received from CO-PROVIDER,
when those standards, NENA-02-CON, are
adopted by the industry standards
process. U S WEST will furnish
CO-PROVIDER any variations from NENA
recommendations required for ALI
database input. The Carrier Code will
be used to identify the carrier of
record in INP configurations.
50.1.9.14 CO-PROVIDER will provide end user data
to the U S WEST ALI database utilizing
NENA-02-001 Recommended Formats For
Data Exchange, and Recommended Standard
For Street Thoroughfare Abbreviations
and Protocols For Data Exchange and
Data Quality utilizing NENA Recommended
Formats for Data Exchange document
dated June 1993.
50.1.9.15 U S WEST shall identify which ALI
databases cover which states, counties
or parts thereof, and identify and
communicate a point of contact for
each.
50.1.9.16 U S WEST will provide CO-PROVIDER with
the identification of the U S WEST 911
controlling office that serves each
geographic area served by CO-PROVIDER.
50.1.9.17 U S WEST shall provide to CO-PROVIDER,
for CO-PROVIDER Customers, E911/911
call routing to the appropriate Public
Safety Answering Point ("PSAP') for
resold lines. U S WEST shall provide
and validate CO-PROVIDER Customer
information to the PSAP in the same
fashion as it does for its own
Customers. U S WEST shall use its
service order process to update and
maintain, on the same schedule that it
uses for its end users, the CO-PROVIDER
Customer service information in the
ALI/DMS used to support E911/911
services. CO-PROVIDER may request,
through the BFR process, similar
services from U S WEST for their
customers who are served on a
non-resale basis.
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Part A
50.1.9.18 CO-PROVIDER exchanges to be included in
U S WEST's E911 Database will be
indicated via written notice and will
not require an amendment to this
Agreement.
50.1.10 The following are Basic 911 and E911 Network
Requirements:
50.1.10.1 U S WEST, at CO-PROVIDER option, shall
provide a minimum of two (2) E911
trunks per jurisdictional area, or that
quantity which will maintain P.01
transmission grade of service, or the
level of service provided by U S WEST
to itself, whichever is the higher
grade of service. These trunks will be
dedicated to routing 911 calls from
CO-PROVIDER switch to a U S WEST E911
tandem.
50.1.10.2 U S WEST shall provide CO-PROVIDER a
data link to the ALI/DMS database or
permit CO-PROVIDER to provide its
own data link to the ALI/DMS
database. U S WEST shall provide
error reports from the ALI/DMS
database to CO-PROVIDER immediately
after CO-PROVIDER inputs information
into the ALI/DMS database.
Alternately, CO-PROVIDER may utilize
U S WEST or a third party entity to
enter Customer information into the
database on a demand basis, and
validate Customer information on a
demand basis.
50.1.10.3 U S WEST shall provide the selective
routing of E911 calls received from
CO-PROVIDER switching office. This
includes the ability to receive the ANI
of the CO-PROVIDER Customer,
selectively route the call to the
appropriate PSAP, and forward the
Customer's ANI to the PSAP. U S WEST
shall provide CO-PROVIDER with the
appropriate CLLI codes and
specifications regarding the tandem
serving area associated addresses and
meet points in the network.
50.1.10.4 Copies of E911 Tandem Boundary Maps
shall be available to CO-PROVIDER. Each
map shows the areas served by that E911
tandem. The map provides CO-PROVIDER
the information necessary to set up its
network to route E911 callers to the
correct E911 tandem.
50.1.10.5 CO-PROVIDER shall ensure that its
switch provides an eight-digit ANI
consisting of an information digit and
the seven-digit exchange code.
CO-PROVIDER shall also ensure that its
switch provides the line number of the
calling station. In the event of a
change in industry standards, the
Parties shall cooperate to incorporate
the changed standards in their
respective networks.
50.1.10.6 Each ALI discrepancy report shall be
jointly researched by U S WEST and
CO-PROVIDER. Corrective action shall be
taken immediately by the responsible
party.
50.1.10.7 Technical specifications for E911
network interface are available through
U S WEST technical publication 77338.
Technical specifications for database
loading and maintenance are available
through the third party database
manager -- SCC.
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Part A
50.1.10.8 U S WEST shall begin restoration of
E911 and/or E911 trunking facilities
immediately upon notification of
failure or outage. U S WEST must
provide priority restoration of
trunks or networks outages on the
same terms/conditions it provides
itself and without the imposition of
Telecommunications Service Priority
(TSP).
50.1.10.9 U S WEST shall identify any special
operator-assisted calling requirements
to support 911.
50.1.10.10 Trunking shall be arranged to minimize
the likelihood of central office
isolation due to cable cuts or other
equipment failures. There will be an
alternate means of transmitting a 911
call to a PSAP in the event of
failures.
50.1.10.11 Circuits shall have interoffice, loop
and carrier system diversity when such
diversity can be achieved using
existing facilities. Circuits will be
divided as equally as possible across
available carrier systems. Diversity
will be maintained or upgraded to
utilize the highest level of diversity
available in the network.
50.1.10.12 Equipment and circuits used for 911
shall be monitored at all times.
Monitoring of circuits shall be done to
the individual circuit level.
Monitoring shall be conducted by U S
WEST for trunks between the tandem and
all associated PSAPs.
50.1.10.13 Repair service shall begin immediately
upon receipt of a report of a
malfunction. Repair service includes
testing and diagnostic service from a
remote location, dispatch of or
in-person visit(s) of personnel.
Technicians will be dispatched without
delay.
50.1.10.14 All 911 trunks must adhere to the
Americans with Disabilities Act
requirements.
50.1.10.15 The Parties will cooperate in the
routing of 911 traffic in those
instances where the ALI/ANI information
is not available on a particular 911
call.
50.1.10.16 CO-PROVIDER is responsible for network
management of its network components in
compliance with the Network Reliability
Council Recommendations and meeting the
network standard of U S WEST for the
911 call delivery.
50.1.11 Basic 911 and E911 Additional Requirements
50.1.11.1 All CO-PROVIDER lines that have been
ported via INP shall reach the correct
PSAP when 911 is dialed. U S WEST shall
send both the ported number and the
CO-PROVIDER number (if both are
received from CO-PROVIDER). The PSAP
attendant shall see both numbers
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Part A
where the PSAP is using a standard ALI
display screen and the PSAP extracts
both numbers from the data that is
sent.
50.1.11.2 U S WEST shall work with the
appropriate government agency to
provide CO-PROVIDER the ten-digit POTS
number of each PSAP which sub-tends
each U S WEST E911 Tandem to which
CO-PROVIDER is interconnected.
50.1.11.3 U S WEST will provide CO-PROVIDER with
the ten-digit telephone numbers of each
PSAP agency, for which U S WEST
provides the 911 function, to be used
by CO-PROVIDER operators for handling
emergency calls in those instances
where the CO-PROVIDER' Customer dials
"0" instead of "911."
50.1.11.4 CO-PROVIDER will provide U S WEST with
the ten-digit telephone numbers of each
PSAP agency, for which CO-PROVIDER
provides the 911 function, to be used
by U S WEST operators for handling
emergency calls in those instances
where the U S WEST Customer dials "0,'
instead of "911."
50.1.11.5 U S WEST shall notify CO-PROVIDER
forty-eight (48) hours in advance of
any scheduled testing or maintenance
affecting CO-PROVIDER 911 service, and
provide notification as soon as
possible of any unscheduled outage
affecting CO-PROVIDER 911 service.
50.1.11.6 CO-PROVIDER shall be responsible for
reporting all errors, defects and
malfunctions to U S WEST. U S WEST
shall provide CO-PROVIDER with the
point of contact for reporting errors,
defects, and malfunctions in the
service and shall also provide
escalation contacts.
50.1.11.7 CO-PROVIDER may enter into subcontracts
with third parties, including
CO-PROVIDER affiliates, for the
performance of any of CO-PROVIDER
duties and obligations stated herein.
50.1.11.8 U S WEST shall provide sufficient
planning information regarding
anticipated moves to SS7 signaling for
the next twelve (12) months.
50.1.11.9 U S WEST shall provide notification of
any pending tandem moves, NPA splits,
or scheduled maintenance outages, with
enough time to react.
50.1.11.10 U S WEST shall provide "reverse ALI"
inquiries by public safety entities,
consistent with U S WEST's practices
and procedures.
50.1.11.11 U S WEST shall manage NPA splits by
populating the ALI database with the
appropriate new NPA codes, consistent
with U S WEST's practices and
procedures for resold services.
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Part A
50.1.11.12 U S WEST must provide the ability for
CO-PROVIDER to update 911 database with
end user information for lines that
have been ported via INP or NP.
50.1.11.13 The data in the ALI database shall be
managed by U S WEST but is the property
of U S WEST and all participating
telephone companies.
50.1.12 Performance Criteria. E-911 Database accuracy shall
be as set forth below:
50.1.12.1 Accuracy of ALI (Automatic Location
Identification) data submitted by
CO-PROVIDER to U S WEST will be
measured jointly by the PSAPs and U S
WEST. All such reports shall be
forwarded to CO-PROVIDER by U S WEST
and will indicate incidents when
incorrect or no ALI data is displayed.
A report regarding any inaccuracy shall
be prepared by U S WEST.
50.1.12.2 Each discrepancy report will be jointly
researched by U S WEST and CO-PROVIDER.
Corrective action will be taken
immediately by the responsible party.
50.1.12.3 Each party will be responsible for the
accuracy of the Customer records it
provides.
50.2 DIRECTORY ASSISTANCE SERVICE
50.2.1 U S WEST shall provide for the routing of Directory
Assistance calls, including but not limited to 411,
555-1212, NPA-555-1212 dialed by CO-PROVIDER
Customers directly to either the CO-PROVIDER
Directory Assistance service platform or U S WEST
Directory Assistance service platform as specified
by CO-PROVIDER.
50.2.2 CO-PROVIDER Customers shall be provided the
capability by U S WEST to dial the same telephone
numbers for access to CO-PROVIDER Directory
Assistance that U S WEST Customers use to access U S
WEST Directory Assistance.
50.2.3 U S WEST shall provide Directory Assistance
functions and services to CO-PROVIDER for its
Customers as described below until, at CO-PROVIDER's
discretion, U S WEST routes calls to the CO-PROVIDER
Directory Assistance Services platform.
50.2.3.1 U S WEST agrees to provide CO-PROVIDER
Customers with the same Directory
Assistance service available to U S
WEST Customers.
50.2.3.2 U S WEST shall notify CO-PROVIDER in
advance of any changes or enhancements
to its Directory Assistance Service,
and shall make available such service
enhancements on a non-discriminatory
basis to CO-PROVIDER.
Page 74
Part A
50.2.3.3 U S WEST shall provide Directory
Assistance to CO-PROVIDER Customers in
accordance with U S WEST's internal
operating procedures and standards,
which shall, at a minimum, comply with
accepted professional and industry
standards.
50.2.3.4 U S WEST shall provide
CO-PROVIDER with the same level of
support for the provisioning of
Directory Assistance as U S WEST
provides itself.
50.2.3.5 Service levels shall comply, at
a minimum, with Commission requirements
for Directory Assistance.
50.2.3.6 U S WEST agrees to maintain an
adequate operator work force based on a
review and analysis of actual call
attempts and abandonment rate.
50.2.3.7 CO-PROVIDER SHALL PARTICIPATE IN
ALL CALL MONITORING ACTIVITIES
AVAILABLE TO U S WEST AND TO REMOTE
CALL MONITOR AS CUSTOMARILY PRACTICED
BY THE OUTSOURCE CUSTOMERS OF CALL
CENTERS.(38)
50.2.3.7.1 [INTENTIONALLY LEFT BLANK FOR NUMBERING
CONSISTENCY.](39)
50.2.3.8 U S WEST shall provide the
following minimum Directory Assistance
capabilities to CO-PROVIDER Customers:
(a) A maximum of two (2) Customer
listings and/or addresses or U S
WEST parity per CO-PROVIDER
Customer request.
(b) Name and address to CO-PROVIDER
Customers upon request, except
for unlisted numbers, in the
same states where such
information is provided to U S
WEST Customers.
(c) For CO-PROVIDER customers who
are served exclusively through
resold U S WEST retail services,
CO-PROVIDER may resell U S
WEST's Directory Assistance call
completion services to the
extent U S WEST offers call
Directory Assistance completion
to its own end users. For
CO-PROVIDER customers who are
served from an CO-PROVIDER
switch, CO-PROVIDER may request
Directory Assistance call
completion services through the
BFR process. Such BFR process
shall address the identification
of the CO-PROVIDER end user at
the U S WEST Directory
Assistance platform for purposes
of routing and billing of
intraLATA and interLATA toll
calls.
--------------------
(38) Final Arbitration Order at pg. 22
(39) Final Arbitration Order at pg. 23
Page 75
Part A
(d) The U S WEST mechanized
interface with the U S WEST
subscriber listing database is
not available for CO-PROVIDER as
of the Effective Date of this
Agreement. When the mechanized
interface is available, U S WEST
will populate the Directory
Assistance database in the same
manner and in the same time
frame as for U S WEST Customers.
(e) Any information provided by a
Directory Assistance Automatic
Response Unit (ARU) shall be
repeated the same number of
times for CO-PROVIDER Customers
as for U S WEST Customers.
(f) When an CO-PROVIDER Customer
served on a resale or unbundled
switching basis requests a U S
WEST Directory Assistance
operator to provide instant
credit on a Directory Assistance
call, the U S WEST Directory
Assistance operator shall inform
the CO-PROVIDER Customer to call
an 800 number for CO-PROVIDER
Customer service to request a
credit. The accurate
identification of CO-PROVIDER as
the customer's local service
provider by the U S WEST
Directory Assistance operator
requires the use of separate
CO-PROVIDER trunks to the
Directory Assistance Platform.
50.2.3.9 For resold lines and unbundled
switching, U S WEST shall provide data
regarding billable events as requested
by CO-PROVIDER.
50.2.3.10 U S WEST agrees to (a) provide to
CO-PROVIDER operators, on line access
to U S WEST's Directory Assistance
database equivalent to the access
provided to U S WEST operators; (b)
allow CO-PROVIDER or an CO-PROVIDER
designated operator bureau to license U
S WEST's subscriber listings database
on terms and conditions equivalent to
the terms and conditions upon which U S
WEST utilizes such databases; and (c)
in conjunction with branded or
unbranded Directory Assistance services
pursuant to Section 8 of this Part A,
provide caller-optional Directory
Assistance call completion service
which is comparable in every way to the
Directory Assistance call completion
service U S WEST makes available to its
own users. CO-PROVIDER may, at its
option, request U S WEST not to provide
call completion services to
CO-PROVIDER.
50.2.3.11 In addition to charges for Directory
Assistance, when call completion for an
intraLATA toll call is requested, the
applicable charge for the completion of
such intraLATA toll call will apply.
50.3 OPERATOR SERVICES
50.3.1 U S WEST shall provide, for the routing of local
Operator Services calls (including, but not limited,
to 0+, 0-) dialed by CO-PROVIDER Customers directly
Page 76
Part A
to either the CO-PROVIDER Operator Service platform
or U S WEST Operator Service platform as specified by
CO-PROVIDER.
50.3.2 CO-PROVIDER Customers shall be provided the
capability by U S WEST to dial the same telephone
numbers to access CO-PROVIDER Operator Service that
U S WEST Customers dial to access U S WEST Operator
Service.
50.3.3 U S WEST shall provide Operator Services to
CO-PROVIDER as described below until, at
CO-PROVIDER's discretion, U S WEST routes calls to
the CO-PROVIDER local Operator Services platform.
50.3.3.1 U S WEST agrees to provide
CO-PROVIDER Customers the. same
Operator Services available to U S WEST
Customers. U S WEST shall make
available its service enhancements on a
nondiscriminatory basis.
50.3.3.2 U S WEST shall provide the
following minimum Operator Service
capabilities to CO-PROVIDER Customers:
(a) U S WEST shall complete 0+ and
0- dialed local calls, including
0-Coin, Automatic Coin Telephone
Service (ACTS) and the
completion of coin calls, the
collection of coins and the
provision of coin rates.
(b) U S WEST shall complete 0+
intraLATA and, when offered,
interLATA toll calls. The
Parties will cooperate to
develop industry standards to
include the end user's PlC in
Operator Services signaling and
the development of associated
routing procedures.
(c) U S WEST shall complete calls
for CO-PROVIDER Customers that
are billed to calling cards and
other commercial cards on the
same basis as provided to U S
WEST own customers and
CO-PROVIDER shall designate to U
S WEST the acceptable types of
special billing.
(d) U S WEST shall complete
person-to-person calls.
(e) U S WEST shall complete collect
calls.
(f) U S WEST shall provide the
capability for callers to ▇▇▇▇
to a third party and complete
such calls.
(g) U S WEST shall complete
station-to-station calls.
(h) U S WEST shall process emergency
calls.
(i) U S WEST shall process Busy Line
Verify and Busy Line Interrupt
requests.
Page 77
Part A
(j) U S WEST shall process emergency
call trace in accordance with
its normal and customary
procedures.
(k) U S WEST shall process
operator-assisted Directory
Assistance calls.
(l) U S WEST operators shall provide
CO-PROVIDER Customers with long
distance rate quotes to the
extent U S WEST provides such
rate quotes to its own end
users. Based on technology
available as of the Effective
Date of this Agreement, the
provision of rate quotes to
CO-PROVIDER Customers requires a
separate CO-PROVIDER trunk group
to the. U S WEST Operator
Services platform to identify
the caller as an CO-PROVIDER
Customer.
(m) U S WEST operators shall provide
CO-PROVIDER Customers with time
and charges to the extent U S
WEST provides such time and
charges to its own end users.
Based on technology available as
of the Effective Date of this
Agreement, the provision of time
and charges to CO-PROVIDER
Customers requires a separate
CO-PROVIDER trunk group to the U
S WEST Operator Services
platform to identify the caller
as an CO-PROVIDER Customer.
(n) U S WEST shall route 0- traffic
to a "live" operator team.
(o) WHEN REQUESTED BY CO-PROVIDER, U
S WEST SHALL PROVIDE INSTANT
CREDIT ON OPERATOR SERVICES
CALLS ON A NONDISCRIMINATORY
BASIS AS PROVIDED TO U S WEST
CUSTOMERS OR SHALL INFORM
CO-PROVIDER CUSTOMERS TO CALL A
TOLL FREE NUMBER FOR CO-PROVIDER
CUSTOMER SERVICE TO REQUEST A
CREDIT. U S WEST SHALL PROVIDE
ONE (1) TOLL FREE NUMBER FOR
BUSINESS CUSTOMERS AND ANOTHER
FOR RESIDENTIAL CUSTOMERS. A
RECORD OF THE REQUEST FOR CREDIT
AND THE AMOUNT OF ANY CREDIT
ACTUALLY ISSUED BY U S WEST
SHALL BE PASSED ON TO
CO-PROVIDER THROUGH THE AMA
RECORD. THE AGGREGATE VALUE OF
ANY CREDIT ISSUED TO AN
CO-PROVIDER CUSTOMER SHALL BE
SHARED EQUALLY BY EACH PARTY. U
S WEST SHALL IN THE NORMAL
COURSE OF BILLING ISSUE
CO-PROVIDER CREDIT EQUAL TO 50%
OF THE AGGREGATE VALUE OF
OPERATOR SERVICE AND DIRECTORY
ASSISTANCE CREDITS ISSUED BY U S
WEST ON CO-PROVIDER'S BEHALF.
(40)
(p) U S WEST shall provide caller
assistance for the disabled in
the same manner as provided to
US WEST Customers.
-------------------
(40) Final arbitration Order at pg. 25
Page 78
Part A
(q) When available to U S WEST end
users, U S WEST shall provide
operator-assisted conference
calling to CO-PROVIDER.
50.3.3 U S WEST shall exercise at least the same level of
fraud control in providing Operator Service to
CO-PROVIDER that U S WEST provides for its own
Operator Service, where the CO-PROVIDER fraud
control data is in U S WEST's LIDB database.
50.3.4 U S WEST shall perform billed number screening when
handling collect, third party, and calling card
calls, both for station to station and person to
person call types.
50.3.5 CO-PROVIDER SHALL BE PERMITTED TO PARTICIPATE IN ALL
CALL MONITORING ACTIVITIES AVAILABLE TO U S WEST AND
TO REMOTE CALL MONITOR AS CUSTOMARILY PRACTICED BY
THE OUTSOURCE CUSTOMERS OF CALL CENTERS.(41)
50.3.5.1 [Intentionally LEFT BLANK.](42)
50.3.6 U S WEST shall direct Customer account and other
similar inquiries to the Customer service center
designated by CO-PROVIDER.
50.3.7 U S WEST shall provide an electronic feed of
Customer call records in "EMR" format to CO-PROVIDER
in accordance with the time schedule mutually agreed
between the Parties.
50.3.8 U S WEST shall update the Line Information Data Base
("LIDB") for CO-PROVIDER Customers. Additionally, U
S WEST must provide access to LIDB for validation of
collect, third party billed, and LEC card billed
calls.
50.3.9 Where INP is deployed and when a BLV/BLI request for
a ported number is directed to a U S WEST operator
and the query is not successful (i.e., the request
yields an abnormal result), CO-PROVIDER may request,
through the BFR process, that the operator confirm
whether the number has been ported and direct the
request to the appropriate operator.
50.3.10 U S WEST shall allow CO-PROVIDER to order
provisioning of Telephone Line Number ("TLN")
calling cards and BNS, in its LIDB, for ported
numbers, as specified by CO-PROVIDER. U S WEST shall
continue to allow CO-PROVIDER access to its LIDB.
50.3.11 Toll and Assistance ("T/A") refers to functions
Customers associate with the "0" operator. Subject
to availability and capacity, access may be provided
via Operator Services trunks purchased from U S WEST
or provided by CO-PROVIDER via collocation
arrangements to route calls to CO-PROVIDER's
platform.
----------------
(41) Final Arbitration Order at pg. 22
(42) Final Arbitration Order at pg. 23
Page 79
Part A
50.3.12 Automated Branding - ability to announce the
carrier's name to the Customer during the
introduction of the call.
50.3.13 Interconnection to the U S WEST Toll and Assistance
Operator Services from an end office to U S WEST T/A
is technically feasible at least at three (3)
distinct points on the trunk side of the switch. The
first connection point is an Operator Services trunk
connected directly to the T/A host switch. The
second connection point is an Operator Services
trunk connected directly to a remote T/A switch. The
third connection point is an Operator Services trunk
connected to a remote access tandem with operator
concentration capabilities.
50.3.14 All trunk interconnections will be digital.
50.3.15 The technical requirements of Operator Services type
trunks and the circuits to connect the operator
positions to the host are covered in the Operator
Services Switching Generic Requirements ("OSSGR")
Bellcore Document number FRNWT-000271.
50.3.16 BUSY LINE VERIFY AND INTERRUPT
50.3.16.1 At the request of CO-PROVIDER operators
or Customers, U S WEST operators will
perform Busy Line Verify ("BLV") and/or
Busy Line Interrupt ("BLI") operations
where such capacity exists.
50.3.16.2 When possible and where consistent with
the service U S WEST provides to its
own Customers and/or end users, U S
WEST shall engineer its BLV/BLI
facilities to accommodate the
anticipated volume of BLV/BLI requests
during the busy hour. CO-PROVIDER may,
from time to time, provide its
anticipated volume of BLV/BLI requests
to U S WEST. In those instances when
failures occur to significant portions
of the BLV/BLI systems and databases
and those systems and databases become
unavailable, U S WEST shall promptly
Inform CO-PROVIDER.
50.3.16.3 BLV is performed when one Party's
Customer requests assistance from the
other Party's operator or operator
bureau to determine if the called line
is in use; provided, however, that the
operator bureau will not complete the
call for the Customer initiating the
BLV inquiry. Only one (1) BLV attempt
will be made per Customer operator
bureau call, and a charge shall apply
whether or not the called party
releases the line.
50.3.16.4 BLI is performed when one Party's
Customer requests assistance from the
other Party's operator bureau to
interrupt a telephone call in progress
after BLV has occurred. The operator
bureau will interrupt the busy line and
inform the called party that there is a
call waiting. The operator bureau will
only interrupt the call and will not
complete the telephone call of the
Customer initiating the BLI request.
The operator bureau will make only one
(1) BLI attempt per Customer
Page 80
Part A
operator telephone call and the
applicable charge applies whether or
not the called party releases the line.
50.3.16.5 Each Party's operator bureau shall
accept BLV and BLI inquiries from the
operator bureau of the other Party in
order to allow transparent provision of
BLV/BLI traffic between the Parties'
networks.
50.3.16.6 Each Party shall route BLV/BLI Traffic
inquiries over direct trunks between
the Parties' respective operator
bureaus. Unless otherwise mutually
agreed, the Parties shall configure
BLV/BLI trunks over the Interconnection
architecture defined in Attachment 4 to
this. Agreement.
50.4 DIRECTORY ASSISTANCE AND LISTINGS SERVICE REQUESTS
50.4.1 These requirements pertain to U S WEST's Directory
Assistance and Listings Service Request process that
enables CO-PROVIDER to (a) submit CO-PROVIDER
Customer information for inclusion in U S WEST
Directory Assistance and Directory Listings
databases; (b) submit CO-PROVIDER Customer
information for inclusion in published directories;
and (c) provide CO-PROVIDER Customer delivery
address information to enable U S WEST to fulfill
directory distribution obligations.
50.4.1.1 [Intentionally left blank for numbering
consistency.]
50.4.1.2 U S WEST will accept the following
Directory Listing Migration Orders from
CO-PROVIDER, valid under all access
methods, including, but not limited to,
Resale, unbundled Network Elements and
facilities-Based, and will process the
orders in a mechanized format:
(a) Migrate with no Changes:
Maintain all directory listings
for the Customer in both
Directory Assistance and
Directory Listing. Transfer
ownership and billing for
listings to CO-PROVIDER.
(b) Migrate with Additions: Maintain
all directory listings for the
Customer in both Directory
Assistance and Directory
Listing. Incorporate the
specified additional listings
order. Transfer ownership and
billing for the listings to
CO-PROVIDER.
(c) Migrate with Deletions: Maintain
all directory listings for the
Customer in both Directory
Assistance and Directory
Listing. Delete the specified
listings from the listing order.
Transfer ownership and billing
for the listings to CO-PROVIDER.
50.4.1.3 The Directory Listings Migration
Options should not be tied to migration
options specified for a related service
order (if any) such that a service
order specified as migration with
changes may be submitted along with a
directory listing order specified as
migration with no changes.
Page 81
50.4.1.4 U S WEST shall enable CO-PROVIDER to
electronically transmit multi-line
listing orders.
50.4.1.5 U S WEST agrees to work cooperatively
with CO-PROVIDER to define
specifications for, and implement a
daily summary report of, Directory
Service Requests. The summary
information will include, but is not
limited to, the following information:
(a) White page listings text and
format (name, address, phone,
title, designation, extra line
requirements)
(b) Listing Instruction codes
50.4.1.6 To ensure accurate order
processing, U S WEST shall provide to
CO-PROVIDER the following information,
with updates within one (1) Business
Day of change and via electronic
exchange:
(a) A matrix of NXX to central
office
(b) Geographical maps, if available,
of U S WEST service area
(c) A description of calling areas
covered by each directory,
including, but not limited to,
maps of calling areas and
matrices depicting calling
privileges within and between
calling areas
(d) Listing format rules
(e) Listing alphabetizing rules
(f) Standard abbreviations
acceptable for use in listings
and addresses
(g) Titles and designations
50.4.1.7 Based on changes submitted by
CO-PROVIDER, U S WEST shall update and
maintain Directory Assistance and
Directory Listings data for CO-PROVIDER
Customers who:
(a) Disconnect Service
(b) Change carrier
(c) Install Service
(d) Change any service which affects
Directory Assistance information
(e) Specify Non-Solicitation
(f) Are Non-Published, Non-Listed, or
Listed
50.4.1.8 U S WEST shall not charge for storage
of CO-PROVIDER Customer information in
the Directory Assistance and Directory
Listing systems.
50.4.1.9 CO-PROVIDER shall not charge for
storage of U S WEST Customer
information in the Directory Assistance
and Directory Listing systems.
50.5 DIRECTORY ASSISTANCE DATA
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Part A
50.5.1 This Section refers to the residential, business,
and government Customer records used by U S WEST to
create and maintain databases for the provision of
live or automated operator assisted Directory
Assistance. Directory Assistance data is information
that enables telephone exchange carriers to swiftly
and accurately respond to requests for directory
information, including, but not limited to, name,
address and phone numbers. Under the provisions of
the Act and the FCC Interconnection Order, U S WEST
shall provide unbundled and non-discriminatory
access to the residential, business and government
Customer records used by U S WEST to create and
maintain databases for the provision of live or
automated operator assisted Directory Assistance.
50.5.2 U S WEST SHALL PROVIDE AN INITIAL LOAD OF CUSTOMER
RECORDS AND CUSTOMER LIST INFORMATION TO
CO-PROVIDER, IN A MUTUALLY-AGREED-TO FORMAT, VIA
ELECTRONIC TRANSFER, WITHIN THIRTY (30) CALENDAR
DAYS AFTER A REQUEST BY CO-PROVIDER. THE INITIAL
LOAD SHALL INCLUDE ALL DATA RESIDENT IN THE U S WEST
DATABASES AND/OR SYSTEMS USED BY U S WEST FOR
HOUSING DIRECTORY ASSISTANCE DATA AND/OR CUSTOMER
LISTING DATA. IN ADDITION, THE INITIAL LOAD SHALL BE
CURRENT AS OF THE PRIOR BUSINESS DAY ON WHICH THE
INITIAL LOAD IS PROVIDED.(43)
50.5.3 U S WEST shall provide CO-PROVIDER daily updates to
the Customer records and Customer list information
in a mutually-agreed-to format via electronic
transfer.
50.5.4 U S WEST shall provide the ability for CO-PROVIDER
to electronically query the U S WEST Directory
Assistance database and listings database in a
manner at least consistent with and equal to that
which U S WEST provides to itself or any other
Person.
50.5.5 U S WEST shall provide CO-PROVIDER a complete list
of ILECs, CLECs, and independent telephone companies
that provided data contained in the database.
50.5.6 On a daily basis, U S WEST shall provide updates
(end user and mass) to the Listing information via
electronic data transfer. Updates shall be current
as of one (1) Business Day prior to the date
provided to CO-PROVIDER.
50.5.7 U S WEST shall provide CO-PROVIDER access to
Directory Assistance support databases. For example,
CO-PROVIDER requires access to use restriction
information including, but not limited to, call
completion.
50.5.8 Directory Assistance data shall specify whether the
Customer is a residential, business, or government
Customer.
50.5.9 Directory Assistance data shall be provided on the
same terms, conditions, and rates that U S WEST
provides such data to itself or other third parties.
--------------
(43) MCI Order at p. 12, Issue 42(a)
Page 83
Part A
50.5.10 U S WEST shall provide complete refresh of the
Directory Assistance data upon request by
CO-PROVIDER.
50.5.11 U S WEST and CO-PROVIDER will cooperate in the
designation of a location at which the data will be
provided.
51. UNUSED TRANSMISSION MEDIA
51.1 DEFINITIONS
51.1.1 Unused Transmission Media is physical inter-office
transmission media (e.g., optical fiber, copper
twisted pairs, coaxial cable) which have no
lightwave or electronic transmission equipment
terminated to such media to operationalize
transmission capabilities.
51.1.2 Dark fiber is excess fiber optic cable which has
been placed in a network and is not currently being
lit by electronics from any carrier. Dark Fiber, one
type of Unused Transmission Media, is unused strands
of optical fiber. Dark Fiber also includes strands
of optical fiber which may or may not have lightwave
repeater (regenerator or optical amplifier)
equipment interspliced, but which has no line
terminating facilities terminated to such strands.
Unused Transmission Media also includes unused
wavelengths within a fiber strand for purposes of
coarse or dense wavelength division multiplexed
(WDM) applications. Typical single wavelength
transmission involves propagation of optical signals
at single wavelengths (1.3 or 1.55 micron
wavelengths). In WDM applications, a WDM device is
used to combine optical signals at different
wavelengths on to a single fiber strand. The
combined signal is then transported over the fiber
strand. For coarse WDM applications, one (1) signal
each at 1.3 micron and 1.55 micron wavelength are
combined. For dense WDM applications, many signals
in the vicinity of 1.3 micron wavelength and/or 1.55
micron wavelength are combined.
51.2 WHILE U S WEST IS NOT REQUIRED TO PROVIDE UNUSED TRANSMISSION
MEDIA, CO-PROVIDER MAY, SUBJECT TO THE AGREEMENT OF U S WEST,
LEASE COPPER TWISTED PAIRS, COAXIAL CABLE OR OTHER UNUSED
TRANSMISSION MEDIA.(44)
51.3 Requirements
51.3.1 Subject to Section 51.2 above, U S WEST shall make
available Unused Transmission Media to CO-PROVIDER
under a lease agreement or other arrangement.
51.3.2 U S WEST shall provide a single point of contact for
negotiating all Unused Transmission Media use
arrangements.
51.3.3 CO-PROVIDER may test the quality of the Unused
Transmission Media to confirm its usability and
performance specifications.
----------------
(44) AT&T Order at p. 8, "Dark fiber" and MCIm at ▇.▇, ▇▇▇▇▇▇, ▇, ▇&▇▇
▇▇▇▇ 84
Part A
51.3.4 Where Unused Transmission Media is required to be
offered or is agreed to be offered by U S WEST, U S
WEST shall provide to CO-PROVIDER information
regarding the location, availability and performance
of Unused Transmission Media within ten (10)
Business Days for a records based answer and twenty
(20) Business Days for a field based answer, after
receiving a request from CO-PROVIDER ("Request").
Within such time period, U S WEST shall send written
or electronic confirmation or any other method of
notification agreed to by the Parties of
availability of the Unused Transmission Media
("Confirmation").
51.3.5 Where Unused Transmission Media is required to be
offered or is agreed to be offered by U S WEST, U S
WEST shall make Unused Transmission Media available
for CO-PROVIDER's use in accordance with the terms
of this Section. 51 within twenty (20) Business Days
or a reasonable time frame consistent with industry
standards after it receives written acceptance from
CO-PROVIDER that the Unused Transmission Media is
wanted for use by CO-PROVIDER. Splicing of
CO-PROVIDER fiber may be performed at the same
points that are available for U S WEST splices.
51.4 REQUIREMENTS SPECIFIC TO DARK FIBER
51.4.1 CO-PROVIDER may test Dark Fiber leased from U S WEST
using CO-PROVIDER or CO-PROVIDER designated
personnel subject to Section 51.2. U S WEST shall
provide appropriate interfaces to allow testing of
Dark Fiber. U S WEST shall provide an excess cable
length of twenty-five (25) feet minimum, where
available, for fiber in underground conduit. U S
WEST shall provide splicing of CO-PROVIDER fiber to
U S WEST Dark Fiber under normal circumstances
(e.g., no construction) in metropolitan areas within
seventeen (17) calendar days of CO-PROVIDER's
request, and within thirty (30) calendar days of a
request in a non-metropolitan area. CO-PROVIDER may
request expedited splicing, which shall be subject
to available U S WEST resources.
51.4.2 For WDM applications, U S WEST shall provide to
CO-PROVIDER an interface to an existing WDM device
or allow CO-PROVIDER to install its own WDM device
(where sufficient system loss margins exist or where
CO-PROVIDER provides the necessary loss
compensation) to multiplex the traffic at different
wavelengths. This applies to both the transmit and
receive ends of the Dark Fiber.
51.5 [Intentionally left blank for numbering consistency.]
51.6 Portions of the bandwidth of the fiber may be sectioned and
CO-PROVIDER may share the bandwidth with U S WEST and other
CLECs.
52. SERVICE STANDARDS
52.1 U S WEST will provide all Local Resale, Ancillary Functions,
Network Elements or Combinations in accordance with service
standards, measurements, and performance requirements that
are expressly specified in this Agreement and Attachment 5
hereto. In cases where such performance standards are not
expressly specified, U S WEST will provide all Local Resale,
Ancillary Functions, Network Elements or Combinations in
accordance with performance standards which are at least
equal to the level of
Page 85
Part A
performance standards and/or quality of service that U S WEST
provides to itself, its Affiliates, to other CLECs, or other
quality of service requirements imposed by the Commission,
whichever is higher, in providing Local Resale, Ancillary
Functions, Network Elements or Combinations to itself, to its
end-users or to its Affiliates. If CO-PROVIDER requests a
higher level of service than that provided by U S WEST to
itself, CO-PROVIDER shall make the request pursuant to the
BFR process.
52.2 [INTENTIONALLY LEFT BLANK](45)
52.3 [INTENTIONALLY LEFT BLANK](46)
52.4 METRICS AND GAP CLOSURE PLANS(47)
The metrics in this Attachment or superseding Commission rule
are tracked and measured on a monthly basis. These monthly
performance results are managed as part of the Supplier
Performance Quality Management System (SPQMS).
SPQMS requires that when the monthly results do not meet the
required performance levels described in this Attachment, Gap
Closure Plans are implemented to improve performance. These
Gap Closure Plans include:
- evaluation of the opportunity for continuous improvement,
systems enhancements and re-engineering;
- forecasted improvement to the desired level of
performance for each issue or initiative;
- evaluation of pertinent changes in periodic (monthly,
weekly) results; and
- a date for compliance with the expected performance.
The Gap Closure Plans will be reviewed monthly by
CO-PROVIDER, or more frequently as updated data and analysis
are available. U S WEST shall modify its Gap Closure plans to
accommodate CO-PROVIDER's reasonable business concerns.
53. ENTIRE AGREEMENT
53.1 This Agreement shall include the Attachments, Appendices and
other documents referenced herein all of which are hereby
incorporated by reference, and constitutes the entire
agreement between the Parties and supersedes all prior oral
or written agreements, representations, statements,
negotiations, understandings, proposals and undertakings with
respect to the subject matter hereof.
53.2 If a provision contained in any U S WEST tariff
conflicts with any provision of this Agreement, the
provision of this Agreement shall control, unless
otherwise ordered by the FCC or the Commission.
--------------
(45) Final Arbitration Order at pg. 28
(46) Final Arbitration Order at pg. 28
(47) Final Arbitration Order at pg. 28
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Part A
54. RESERVATION OF RIGHTS
54.1 The Parties acknowledge that the terms of this Agreement were
established pursuant to an order of the Commission. Any or
all of the terms of this Agreement may be altered or
abrogated by a successful challenge to this Agreement (or the
order approving this Agreement) as permitted by applicable
law. By signing this Agreement, neither Party waives its
right to pursue such a challenge.
54.2 The Parties enter into this Agreement without prejudice to
any position they may have taken previously, or may take in
the future in any legislative, regulatory, or other public
forum addressing any matters, including matters related to
the types of arrangements prescribed by this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed by their respective duly authorized representatives.
ADVANCED TELECOMMUNICATIONS,INC.** U S WEST COMMUNICATIONS, INC.**
/s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------- ---------------------------------
Signature Signature
F. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------- ---------------------------------
Name Printed/Typed Name Printed/Typed
Vice President - Finance Vice President - Interconnection
------------------------------------- ---------------------------------
Title Title
01-14-00 01-24-00
------------------------------------- ---------------------------------
Date DAte
* Signed as ordered by the arbitrator/commission in Docket
Nos. U-2428-96-417, E-1051-96-417, U-3175-96-479 and E-1051-96-479. Signature
does not indicate agreement with all aspects of the arbitrator's decision, nor
does it waive any of U S WEST's right to seek judicial review of all or part of
the agreement, or to reform the agreement as the result of successful judicial
review.
** This Agreement is made pursuant to Section 252 (i) of the Act and is
premised upon the Interconnection Agreement between AT&T Communications of the
Mountain States, Inc. and U S WEST Communications, Inc. (the "Underlying
Agreement"). The Underlying Agreement was approved by the Commission on July 31,
1997.
With respect to this Agreement, the Parties understand and agree:
i) The Parties shall request the Commission to expedite its review and
approval of this Agreement.
ii) Notwithstanding the mutual commitments set forth herein, the Parties
are entering into this Agreement without prejudice to any positions they have
taken previously, or may take in the future, in any legislative, regulatory, or
other public forum addressing any matters, including those relating to the types
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Part A
of arrangements contained in this Agreement. During the proceeding in which the
Commission is to review and approve the Agreement, U S WEST may point out that
it has objected, and continues to object, to the inclusion of the terms and
conditions to which it objected in the proceedings involving the approval of the
Underlying Agreement.
iii) This Agreement contains provisions based upon the decisions and orders
of the FCC and the Commission under and with respect to the Act. Currently,
court and regulatory proceedings affecting the subject matter of this Agreement
are in various stages, including the proceedings where certain of the rules and
regulations of the FCC are being challenged In addition, there is uncertainty in
the aftermath of the Supreme Court's decision in AT&T CORP, ET AL. V. IOWA
UTILITIES BOARD. Based on that uncertainty, and the regulatory and judicial
proceedings which will occur as a result of that decision, the Parties
acknowledge that this Agreement may need to be changed to reflect any changes in
law. The Agreement has not been corrected to reflect the requirements, claims or
outcomes of any of the Proceedings, although the pricing does reflect the
Commission's most current generic order, if any. Accordingly, when a final,
decision or decisions are made in the Proceedings that automatically change and
modify the Underlying Agreement, then like changes and modifications will
similarly be made to this Agreement. In addition, to the extent rules or laws
are based on regulatory or judicial proceedings as a result of the recent
Supreme Court decision, this Agreement will be amended to incorporate such
changes.
iv) Subsequent to the execution of this Agreement, the FCC or the
Commission may issue decisions or orders that change or modify the rules and
regulations governing implementing of the Act. If such changes or modifications
alter the state of the law upon which the Underlying Agreement was negotiated
and agreed, and it reasonably appears that the parties to the Underlying
Agreement would have negotiated and agreed to different term(s) condition(s) or
covenant(s) than as contained in the Underlying Agreement had such change or
modification been in existence before execution of the Underlying Agreement,
then this Agreement shall be amended to reflect such different terms(s),
condition(s), or covenant(s). Where the parties fail to agree upon such an
amendment, it shall be resolved in accordance with the Dispute Resolution
provision of this Agreement.
v) This Agreement shall continue in force and effect until terminated by
either Party. The Agreement can be terminated on thirty (30) days notice, if
another Interconnection Agreement will not replace the current Agreement. If
there is a replacement Interconnection Agreement, one Party can notify the other
Party that it is requesting Section 251/252 negotiations under the Federal
Telecommunications Act of 1996 ("Act"). That notification will trigger the
timeframes and procedures contained in Section 252 of the Act. In the event of
such notice, the arrangements between our companies shall continue and be
governed by the terms of the expired agreement until the new agreement is
approved by the appropriate state commission.
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