20051207Compliance FCC T-Mobile Order Part I.pdf

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101 S. Capitol Boulevard, Suite 1900
Boise, Idaho 83702
main 208389.9000
lax 208389.9040
ATTORNEYS AT lAW
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www.stoel.com
December 2, 2005
MARYS. HOBSON
Direct [phone]
mshobson(!j)stoe1.com
VIA HAND DELIVERY
Jean D. Jewell
Idaho Public Utilities Commission
472 West Washington Street
O. Box 83720
Boise, ill 83720-0074
Dear Jean:
This letter is to advise you that Qwest had provided notice to Wireless and Paging Type 1 and
Type 2 Interconnection Customers, requesting interconnection agreement negotiations and
implementing interim arrangements for rates, terms and conditions.
On February 24, 2005, the Federal Communications Commission (FCC) issued its decision
the Matter of Developing a Unified Intercarrier Compensation Regime T-Mobile et al. Petition
for Declaratory Ruling regarding Incumbent LEC Wireless Termination Tariffs, CC Docket No.
01-92. In its Order, the FCC amended its rules to prohibit LECs from imposing compensation
obligations for non-access CMRS traffic pursuant to tariff and to make clear that an incumbent
LEC may request interconnection from a CMRS provider and invoke the negotiation and
arbitration procedures set forth in section 252 of the 1996 Telecommunications Act. The Order
further provided that existing wireless termination tariffs shall no longer apply upon the effective
date ofthe amended rules and establishes interim compensation requirements under c.F.R. 20.
that apply while interconnection arrangements are established. The rules became effective April
, 2005.
Pursuant to the FCC's direction, Qwest sent a letter (attached as Exhibit 1) establishing interim
rates applicable under rule 20.11. In the absence of direction by the FCC on terms and
conditions that apply to the rates, Qwest proposed that the attached interconnection agreement
terms and conditions provided with Exhibit 1 apply during the pendency of any negotiations.
The proposed Agreement aligned pricing with the state commission implemented or approved
rate elements pursuant to 47 C.R. 51.715.
Oregon
Washington
Calilornia
Utah
Boise-190469.l 0029164-00012 Idaho
Jean D. Jewell
Idaho Public Utilities Commission
December 2, 2005
Page 2
Qwest continued to offer interconnection services according to the terms and conditions of the
interim arrangements during the time period for negotiation. The vast majority of these carriers
did not reply to Qwest's request and did not engage in negotiations at all for a permanent
interconnection agreement.
Prior to the expiration ofthe interim arrangements under the terms of 47 c.F.R. 951.715, Qwestsent the letter attached and labeled Exhibit 2 to those customers who have not negotiated
permanent agreements. The letter reestablishes the interim arrangements and permits the
customers to continue to receive existing services without disruption. Should the customers
continue to refuse to negotiate with Qwest for a permanent agreement, Qwest will either seek
mediation and/or arbitration with the Commission or seek to discontinue offering interconnection
services under the interim arrangements. Qwest will otherwise continue to offer the interim
arrangements according to 47 C.R. 951.715 until those arrangements expire according to the
rule.
Please feel free to contact me if you have any questions.
Very truly yours::~16
MSH:blm
Enclosures
Boise-190469.l 0029164-00012
EXHIBIT
Dear Customer:
Qwest is announcing changes to our service offerings for Wireless and Paging Type 1 and
Type 2 Interconnection Customers to align with a recent Federal Communications
Commission (FCC) ordered ruling. In its recent order In the Matter of Developing Unified
Inter carrier Compensation Regime (the T-Mobile matter), FCC 05-42, released February 24
2005, the FCC clarified a preference for contractual arrangements for wireless termination
arrangements by (i) prohibiting LECs from imposing compensation obligations for non-access
CMRS traffic pursuant to tariff, (ii) amending its rules to clarify that a LEC may request
interconnection from a CMRS provider and invoke the negotiation and arbitration procedures
set forth in section 252 of the Act, and (iii) identifying state commission implemented or
approved rates as the applicable interim rates once a LEC initiates the negotiation process.
Effective April 29, 2005, the FCC provides no further guidance on implementation of these
changes during this transition period.
In order to comply with the FCC's T-Mobile order, Qwest will commence action to withdraw
any state tariffs for Wireless (including Paging) Type 1 and Type 2 Interconnection. However
Qwest will simultaneously offer continuing and comparable service via the attached Wireless
or Paging Interconnection Agreement(s), as applicable, for both service categories. The
proposed Agreement(s) align pricing with the state commission implemented or approved
rate elements consistent with 47 C.R. 51.715. The proposed rates are setforth in the
Agreement(s) attached to this notification.
In order to make this transition as seamless as possible for CMRS providers, Qwest will , on
an interim basis, immediately convert ~WSP;:.'s current tariffed service to the interconnection
arrangements set forth in the attached Agreement(s), with billing adjustments and credits
effective as of April 29, 2005, the effective date of the T-Mobile order. Unless ~WSP;:.
contacts Qwest within thirty (30) days after the date of this letter requesting changes to the
attached Agreement(s). Qwest will consider these interim arrangements accepted by ~WSP;:.
for all existing and future traffic exchanged with Qwest and will file this notice and the
attached Agreement(s) with the appropriate state commissions as the terms and conditions
of the interim interconnection arrangement(s) between Qwest and ~WSP;:.If ~WSP;:. is not
satisfied with the interim interconnection arrangements ~WSP;:. and provides written notice
within thirty (30) days after the date of this letter, Qwest will engage in negotiations with
~WSP;:. to complete interim interconnection arrangements with ~WSP;:.. For all purposes
this letter shall be deemed a formal request for negotiations between Qwest and ~WSP;:.
pursuant to 47 C.R. 20., as revised by the FCC in the Mobile decision. The terms of
the attached Agreement(s) are the terms and conditions of Qwest's template interconnection
agreement which will be used for such negotiations between Qwest and ~WSP;:.. Consistent
with C.R. 20., the interim rates identified in this letter and attachments shall apply during
the pendency of the interconnection negotiations. Should negotiations not be concluded
within the timeframe set forth in the Telecommunications Act of 1996, Qwest may file for
arbitration with the applicable state commission between the 135th and 160th day after the
date of this letter.
If you have any questions or would like to discuss this notice please contact your Qwest
Service Manager, ((Serv FName)) ((Serv LName)) on ((Serv Phone)). Qwest appreciates
your business and we look forward to our continued relationship under an appropriate
interconnection agreement with ~WSP;:.
Sincerely
Larry Christensen, Director
Interconnection Agreements
Type 1 Wireless Interconnection Agreement
Between
Qwest Corporation
And
For The State Of (*
Agreement Number
CDS - (*
Type 1 Wireless Interconnection Model Template
Date/initials/Reseller Name/State/CDS-OOOO-OOOO
Table Of Contents
SECTION 1.0 . GENERAL TERMS.................................................................................
SECTION 2.0 . INTERPRETATION AND CONSTRUCTION ..........................................
SECTION 3.0 . WSP INFORMATION ............................................................................
SECTION 4.0 . DEFINITIONS .........................................................................................
SECTION 5.0 . TERMS AND CONDITIONS .................................................................
SECTION 6.0 -INTERCONNECTION ..........................................................................
SECTION 7.0 -INTENTIONALLY LEFT BLANK..........................................................
SECTION 8.0 . INTENTIONALLY LEFT BLANK..........................................................
SECTION 9.0 . ANCILLARY SERVICES ......................................................................
SECTION 10.0 . NETWORK SECURITY ......................................................................
SECTION 11.0 . ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS).............
SECTION 12.0 - MAINTENANCE AND REPAIR .........................................................
SECTION 13.0 . ACCESS TO TELEPHONE NUMBERS .............................................
SECTION 14.0 . LOCAL DIALING PARITY ..................................................................
SECTION 15.0 - INTENTIONALLY LEFT BLANK .......................................................
SECTION 16.0 . BONA FIDE REQUEST PROCESS ...................................................
SECTION 17.0 - SPECIAL REQUEST PROCESS.......................................................
SECTION 18.0 . AUDIT PROCESS ..............................................................................
SECTION 19.0 . CONSTRUCTION CHARGES ............................................................
SECTION 20.0 . NETWORK STANDARDS .................................................................. 72
SECTION 21.0 . SIGNATURE PAGE............................................................................ 75
EXHIBIT A - rljt.ll!~ Rates
EXHIBIT B - Intentionally Left Blank
EXHIBIT C - Intentionally Left Blank
EXHIBIT D . Qwest Right of Way, Pole Attachment and/or Ductllnnerduct
Occupancy General Information
EXHIBIT E - Intentionally Left Blank
EXHIBIT F - Intentionally Left Blank
EXHIBIT G - Intentionally Left Blank
EXHIBIT H - Intentionally Left Blank
EXHIBIT I . Individual Case Basis
EXHIBIT J - Reciprocal Compensation Rate Election
EXHIBIT L . Advice Adoption Letter
Exhibit M . Interim Advice Adoption Letter
Type 1 Wireless Interconnection Model Template
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Section 1
General Terms
SECTION 1.0 - GENERAL TERMS
This Type 1 , two-way Wireless Interconnection Agreement is effective upon
approval of the Commission , and is between (*1) "(WSP)", a Corporation and Qwest
Corporation ("Qwest"
) ,
Colorado corporation pursuant to Section 252 of the
Telecommunications Act of 1996, for purposes of fulfilling Qwest's obligations under Sections
222, 251(a), (b), and (c), 252, 271 , and other relevant provisions of the Act and the rules and
regulations promulgated thereunder. (WSP) is licensed by the Federal Communications
Commission ("FCC") as a Commercial Mobile Radio Service ("CMRS") Provider. Services
provided by Qwest to (WSP) under this Agreement are provided pursuant to (WSP)'s role as
CMRS provider of two-way traffic.
This Interconnection Agreement sets forth the terms, conditions and pricing under
which Qwest will offer and provide to any requesting WSP network Interconnection and Ancillary
services within the geographical areas in which both Qwest is providing Local Exchange Service
at that time, and for which Qwest is the incumbent Local Exchange Carrier within the state of
iIItA1for purposes of providing local two way Wireless Services. This Agreement is available
for the term set forth herein.
In consideration of the mutual promises set forth herein and other good and
valuable consideration, Qwest and (WSP) mutually agree as follows:
1.4 Intentionally Left Blank
Intentionally left Blank
Intentionally left blank
This Interconnection Agreement between (WSP) and Qwest can only be amended
in writing as further set forth in Section 5.30, executed by the duly authorized representatives of
the Parties.
Notwithstanding the above, if Qwest chooses to offer and (WSP) desiresto purchase, new Interconnection services or additional Ancillary services which are not
contained in this Agreement or a Tariff, Qwest will notify (WSP) of the availability of
these new services through the Customer notification process. The Parties shall amend
this Agreement under one (1) ofthe following two (2) options:
If (WSP) is prepared to accept Qwest's terms and conditions for
such new product, (WSP) shall execute a form Advice Adoption Letter (the form
of which is attached hereto as Exhibit L), to be furnished by Qwest, and include
as an attachment, the discreet terms and conditions available as Qwest has
identified as pertaining to the new product. (WSP) shall submit the Advice
Adoption Letter to the Commission for its approval. (WSP) shall also provide theAdvice Adoption Letter to Qwest pursuant to the notice provisions in this
Agreement and may begin ordering the new product pursuant to the terms of this
Agreement as amended by such Advice Adoption Letter.
If (WSP) wishes to negotiate an amendment with different terms
and conditions than defined by Qwest for such new product, (WSP) agrees to
abide by those terms and conditions on an interim basis by executing the Interim
Type 1 Wireless Interconnection Model Template
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Section 1
General Terms
Advice Adoption Letter (the form of which is attached hereto as Exhibit M) based
upon the terms and conditions as Qwest has identified as pertaining to the new
product. The Interim Advice Adoption Letter will terminate when the final
amendment is approved. The rates and to the extent practicable, other terms
and conditions contained in the final amendment will relate back to the date the
Interim Advice Adoption Letter was executed. No new product offering or
accompanying Interim Advice Adoption Letter will be construed to limit or add to
any rates, terms or c.pnditions existing in this Agreement.
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Section 2
Interpretation and Construction
SECTION INTERPRETATION AND CONSTRUCTION
This Agreement includes this Agreement and all Exhibits appended hereto, each of
which is hereby incorporated by reference in this Agreement and made a part hereof. All
references to Sections and Exhibits shall be deemed to be references to Sections of, and
Exhibits to, this Agreement unless the context shall otherwise require. The headings and
numbering of Sections and Exhibits used in this Agreement are for convenience only and will
not be construed to define or limit any of the terms in this Agreement or affect the meaning and
interpretation of this Agreement. Unless the context shall otherwise require , any reference to
any statute, regulation, rule, Tariff, technical reference, technical publication, or any publication
of Telecommunications industry administrative or technical standards, shall be deemed to be a
reference to the most recent version or edition (including any amendments , supplements,
addenda, or successor) of that statute, regulation, rule, Tariff, technical reference, technical
publication, or any publication of Telecommunications industry administrative or technical
standards that is in effect. Provided, however, that nothing in this Section 2.1 shall be deemed
or considered to limit or amend the provisions of Section 2.2. In the event a change in a law
rule regulation or interpretation thereof would materially change this Agreement, the terms of
Section 2.2 shall prevail over the terms of this Section 2.1. In the case of any material change,
any reference in this Agreement to such law, rule, regulation or interpretation thereof will be to
such law, rule, regulation or interpretation thereof in effect immediately prior to such change
until the processes set forth in Section 2.2 are implemented. The existing configuration of either
Party's network may not be in compliance with the latest release of technical references
technical publications, or publications of Telecommunications industry administrative or
technical standards.
The provisions in this Agreement are intended to be in compliance with and based
on the existing state of the law, rules, regulations and interpretations thereof, including but not
limited to state rules, regulations, and laws , as of the date hereof (the Existing Rules). Nothing
in this Agreement shall be deemed an admission by Qwest or (WSP) concerning the
interpretation or effect of the Existing Rules or an admission by Qwest or (WSP) that the
Existing Rules should not be changed, vacated, dismissed, stayed or modified. Nothing in this
Agreement shall preclude or estop Qwest or (WSP) from taking any position in any forum
concerning the proper interpretation or effect of the Existing Rules or concerning whether the
Existing Rules should be changed, vacated , dismissed, stayed or modified. To the extent that
the Existing Rules are vacated , dismissed, stayed or materially changed or modified , then this
Agreement shall be amended to reflect such legally binding modification or change of the
Existing Rules. Where the Parties fail to agree upon such an amendment within sixty (60) Days
after notification from a Party seeking amendment due to a modification or change of the
Existing Rules or if any time during such sixty (60) Day period the Parties shall have ceased to
negotiate such new terms for a continuous period of fifteen (15) Days, it shall be resolved in
accordance with the Dispute Resolution provision of this Agreement. It is expressly understood
that this Agreement will be corrected , or if requested by (WSP), amended as set forth in this
Section 2., to reflect the outcome of any applicable generic proceedings by the Commission for
pricing, service standards, or other matters covered by this Agreement. Any amendment shall
be deemed effective on the Effective Date of the legally binding change or modification of the
Existing Rules for rates, and to the extent practicable for other terms and conditions, unless
otherwise ordered. Where a Party provides notice to the other Party within thirty (30) Days of
the effective date of an order issuing a legally binding change, any resulting amendment shall
be deemed effective on the effective date of the legally binding change or modification of the
Existing Rules for rates, and to the extent practicable for other terms and conditions, unless
Type 1 Wireless Interconnection Model Template
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Section 2
Interpretation and Construction
otherwise ordered. In the event neither Party provides notice within (thirty) 30 Days, the
effective date of the legally binding change shall be the Effective Date of the amendment unless
the Parties agree to a different date. During the pendancy of any negotiation for an amendment
pursuant to this Section 2.2 the Parties shall continue to perform their obligations in accordance
with the terms and conditions of this Agreement, for up to sixty (60) Days. If the Parties fail to
agree on an amendment during the sixty (60) Day negotiation period , the Parties agree that the
first matter to be resolved during Dispute Resolution will be the implementation of an interim
operating agreement between the Parties regarding the disputed issues, to be effective during
the pendancy of Dispute Resolution. The Parties agree that the interim operating agreement
shall be determined and implemented within the first fifteen (15) Days of Dispute Resolution and
the Parties will continue to perform their obligations in accordance with the terms ana conditions
of this Agreement, until the interim operating agreement is implemented. For purposes of this
section, "legally binding" means that the legal ruling has not been stayed, no request for a stay
is pending, and any deadline for requesting a stay designated by statute or regulation, has
passed.
Unless otherwise specifically determined by the Commission, in cases of conflict
between the Agreement and Qwest'Tariffs, Product Catalog (PCA T), methods and
procedures , technical publications, policies, product notifications or other Qwest.documentation
relating to Qwest's or (WSP)'s rights or obligations under this Agreement then the rates , terms
and conditions of this Agreement shall prevail. To the extent another document abridges or
expands the rights or obligations of either Party under this Agreement, the rates, terms and
conditions of this Agreement shall prevail.
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Section 3
Implementation Schedule
SECTION 3.0 - WSP INFORMATION
Except as otherwise required by law, Qwest will not provide or establish
Interconnection and Ancillary services in accordance with the terms and conditions of this
Agreement prior to (wSPl's execution of this Agreement.
Prior to placing any orders for services under this Agreement, the Parties will jointly
work with the Qwest Sales and Service organizations to gather the information below as
appropriate. This information will then be used to:
Determine geographical requirements;
Identify (WSP) Identification IDs;
Determine Qwest system requirements to support (wSPl's specific activity;
Collect Credit Information;
Obtain Billing Information;
Create summary bills;
Establish input and output requirements;
Create and distribute Qwest and (WSP) Contact Lists; and
Identify (WSP) hours and holidays.
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Section 4
Definitions
SECTION 4.0 - DEFINITIONS1 "Access Service Request" or "ASR" means the industry standard forms and
supporting documentation used for ordering Access Services. The ASR will be use'd to order
trunking and facilities between (WSP) and Qwest for Local Interconnection Service.2 "Access Services" refers to the interstate and intrastate Switched Access and
private line transport services offered for the origination and/or termination of Interexchange
traffic.3 "Act" means the Communications Act of 1934 (47 U.C. 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 the Commission.4.4 "ATIS" or "Alliance for Telecommunications Industry Solutions is a North
American telecommunication industry standards forum which, through its committees and
working groups, creates, and publishes standards and guidelines designed to enable
Interoperability and Interconnection for Telecommunications products and services. ATIS
Standards and Guidelines, as well as the standards of other industry fora , are referenced
herein.5 "Basic Exchange Telecommunications Service" means, unless otherwise defined in
Commission rules and then it shall have the meaning set forth therein, a service offered to End
User Customers which provides the End User Customer with a telephonic connection to, and a
unique local telephone number address on, the public switched telecommunications network
and which enables such End User Customer to generally place calls to, or receive calls from
other stations on the public switched telecommunications network. Basic residence and
business line services are Basic Exchange Telecommunications Services. As used solely in the
context of this Agreement and unless otherwise agreed, Basic Exchange Telecommunications
Service includes access to Ancillary services such as 911 , Directory Assistance (DA) and
Operator Services (OS).6 "Bill and Keep" is as defined in the FCC's Order on Remand and Report and Order
in CC Docket 99-68 (Intercarrier Compensation for ISP Bound Traffic). Bill and Keep is an
arrangement where neither of two (2) interconnecting networks charges the other for terminating
traffic that originates on the other network. Instead, each network recovers from its own End
User Customers the cost of both originating traffic that it delivers to the other network and
terminating traffic that it receives from the other network. Bill and Keep does not, however,
preclude Intercarrier charges for transport of traffic between Carriers' networks.
Bill Date" means the date on which a Billing period ends, as identified on the bill.
Bona Fide Request" or "BFR" shall have the meaning set forth in Section 16.9 "Busy Line Verify/Busy Line Interrupt" or "BL V/BLI Traffic" means a call to an
operator service in which the caller inquires as to the busy status of or requests an interruption
of a Wireline call on another End User Customer s Basic Exchange Telecommunications
Service line.10 "Call Transport" is the switching and transmission of terminating traffic to the
terminating party's end office switch that directly serves the called party.
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Definitions
11 "Central Office Switch" means a switch used to provide Telecommunications
Services, including, but not limited to:
11.1 "End Office Switches" which are used to terminate End User Customer
station loops, or equivalent, for the purpose of interconnecting to each other and
trunks; and
11.2 "Tandem Office Switches" are used to connect and switch trunk circuits
between and among other End Office Switches. A Wireless Carrier s switch(es) shall be
considered Tandem Office Switch(es) to the extent such switch (es) serve(s) a
comparable geographic area as Qwest's Tandem Office Switch. A fact-based
consideration by the Commission of geography should be used to classify any switch on
a prospective basis.12 "Commercial Mobile Radio Service" or "CMRS" is defined in 47 U.C. Section 332
and FCC rules and orders interpreting that statute.
Commission" means the ~~l~;;t~~J~~!~;lti!~f~i&~jli~i!~iCommission.
Intentionally Left Blank.15 "Conversation Time" means the measurement of Type 1 Interconnection usage
which begins when lWSP)'s MSC is signaled by the terminating End Office that the call has
been answered. Measured usage ends upon MSC recognition of disconnection by the earlier of
lWSP)'s End User Customer or the disconnection signal from the terminating End Office.16 "Customer" is a Person to whom a Party provides or has agreed to provide a
specific service or set of services, whether directly or indirectly. Customer includes
Telecommunication Carriers. See also, End User Customer.
Day" means calendar Days unless otherwise specified.
18 "Dial Tone Office" is the Qwest End Office which provides the Type 1 dial toneA.
Digital Signal Level" means one of several transmission rates in the time-division
multiplex hierarchy.
18.1 "Digital Signal Level 0" or "DSO" is the 64 Kbps standard speed for digitizing one
voice conversation using pulse code modulation. There are 24 DSO channels in a DS1.
18.2 "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, DS1 is the initial level of Multiplexing. There are 28 DS1s in a DS3.
18.3 "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level signal in the
time-division multiplex hierarchy. In the time-division Multiplexing hierarchy of the telephone
network, DS3 is defined as the third level of Multiplexing..19 "End User Customer" means a third party retail Customer that subscribes to a
Telecommunications Service provided by either of the Parties or by another Carrier or by two or
more Carriers.
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Definitions
20 "Entrance Facility" or "EF" means the dedicated facility between the CMRS
provider s POI and the Qwest Serving Wire Center. This is also referred to as "Network Access
Channel" or "NAC"
21 "Exchange Access (lntraLATA Toll) is defined in accordance with Qwest's current
IntraLATA Toll serving areas, as determined by Qwest's state and interstate Tariffs and
excludes toll provided using Switched Access purchased by an IXC. .
22 "Exchange Message Interface" or "EMI" means the format used for exchange of
Telecommunications message information among Telecommunications Carriers. It is
referenced in the Alliance for Telecommunications Industry Solutions (A TIS) document that
defines industry guidelines for the exchange of message records.23 "Exchange Message Record" or "EMR" is the standard used for exchange of
telecommunications message information between telecommunications providers for billable,
non-billable, sample, settlement and study data. EMR format is contained in BR-01 0-200-01 0
CRIS Exchange Message Record , an ATIS document that defines industry standards for
Exchange Message Records.
24 "Exchange Service" or "Extended Area Service (EAS)/Local Traffic" means traffic
that is originated and terminated within the Local Calling Area as determined by the
Commission.
FCC" means the Federal Communications Commission.
26 "Firm Order Confirmation Date" or "FOC" means the notice Qwest provides to
(WSP) to confirm that (WSP)'s Access Service Order (ASR) has been received and has been
successfully processed. The FOC confirms the schedule of dates committed to by Qwest for
the provisioning of the service requested.
Individual Case Basis" or "ICB" shall have the meaning set forth in Exhibit I.
28 "Information Service" is as defined in the Telecommunications Act of 1996 and
FCC Order on Remand and Report and Order in CC Docket 99-68 and includes ISP Bound
Traffic.
Information Services Providers" or "ISPs" are providers of Information Services.
36 "Interconnection" is as described in the Act and refers to the connection between
networks for the purpose of transmission and routing of telephone Exchange Service traffic
Exchange Access and Jointly Provided Switched Access Traffic.
30 "Interconnections Database" or "ICONN" is a Qwest database, available on the
Qwest Web Site, which includes business and residence access line counts , switch types, and
switch generics.31 "Interexchange Carrier" (IXC) means Carrier that provides InterLATA or
IntraLATA Toll services.
32 "lnterLATA" describes Telecommunications functions originating in one Local
Access and Transport Area (LATA) and terminating in another.
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Definitions33 "lnterMTA" describes Telecommunications functions originating in one MTA andterminating in another.
34 "Internet Related Traffic" includes ISP Bound traffic and refers to dial-up access
through an entity which may include computer processing, protocol conversions, information
storage or routing with transmission to enable users to access internet content or data services.35 "lntraLATA" describes Telecommunications functions originating and terminating in
the same LATA.36 "ISP Bound Traffic" means the offering of information access pursuant to 47 U.
P251 (g) and the Order with respect to Information Services as defined in 47 U.C. P153 (20),
and includes Telecommunications traffic delivered to an ISP.37 "lntraLATA Toll" (Transit) is defined in accordance with Qwest's current IntraLATA
Toll serving areas, as determined by the state Commission.
Jointly Provided Switched Access see Meet Point Billing.39 "Local Traffic" is traffic that is exchanged in a geographic area either by MTA or the
Qwest Extended Area Service (EAS) boundaries. This includes Exchange Access (IntraLATA
Toll). Local Traffic excludes Transit Traffic.
4.40 Local Access and Transport Area" or "LATA" is as defined in the Act.
4.41 "Local Calling Area" or "LCA" is a geographic area defined either by the MT A or the
Qwest Extended Area Service (EAS) boundaries.
4.41.1 "MT A/Local" means the geographic area within the MT A in which (WSP)
provides CMRS services. Local Interconnection rates apply for traffic originated and
terminated within the same MT A. See Non-Local for exceptions.
4.41.2 "EAS/Local" means the geographic area defined by the EAS boundaries
as determined by the Commission and defined in Qwest's Local and/or General
Exchange Service Tariff. LEC End User Customers may complete a call without
incurring toll charges. Traffic terminated by Qwest End User Customers within their EAS
boundary is considered to be EAS/Local; Qwest End User Customers are billed toll
charges for traffic terminated outside of their EAS boundary.
4.42 "Local Exchange Carrier" (LEC) means any Carrier that is engaged in the provision
of telephone Exchange Service or Exchange Access. Such term does not include a Carrier
insofar as such Carrier is engaged in the provision of a commercial mobile service under
Section 332(c) of the Act, except to the extent that the FCC finds that such service should be
included in the definition of such term.
4.43 "Local Exchange Routing Guide" or "LERG" means a Telcordia Technologies
Reference Document used by LECs and IXCs to identify NPA-NXX routing and homing
information as well as Network Element and equipment designations.
4.44 "Local Service Request" or "LSR" means the industry standard forms and
supporting documentation used for ordering local services.
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Definitions
4.45 "Maintenance of Service charge" is a charge that relates to trouble isolation.
Maintenance of Service charges are set forth in Exhibit A. Basic Maintenance of Service
charges apply when the Qwest technician perform work during standard business hours.
Overtime Maintenance of Service charges apply when the Qwest technician performs work on a
business Day, but outside standard business hours, or on a Saturday. Premium Maintenance of
Service charges apply when the Qwest technician performs work on either a Sunday or Qwest
recognized holiday.
4.46 "Major Trading Area (MTA)" is a geographic area established in Rand McNally
1992 Commercial Atlas and Marketing Guide and used by the FCC in defining CMRS license
boundaries for CMRS providers for purposes of Sections 251 and 252 of the Act.
4.47 "Meet-Point Billing" or "MPB" or "Jointly Provided Switched Access" refers to an
arrangement whereby two LECs (including a LEC and WSP) jointly provide Switched Access
Service to an Interexchange Carrier, with each LEC (or WSP) receiving an appropriate share of
the revenues from the IXC as defined by theireffective Access Tariffs.
4.48 "Miscellaneous Charges" mean charges that Qwest may assess in addition to
recurring and nonrecurring rates set forth in Exhibit A, for activities WSP requests Qwest
to perform, activities WSP authorizes, or charges that are a result of WSP actions, suchas cancellation charges, expedite charges, and charges for additional labor and
maintenance. Miscellaneous Charges are not already included in Qwest's recurring or
nonrecurring rates. Miscellaneous Charges are listed the applicable tariff, catalog, or
price list.
4.49 "Mobile Switching Center" or "MSC" is a Wireless switching facility, which performs
the switching for the routing of calls among its Wireless End User Customers in other Wireless
or landline networks. In addition it contains recording and billing functionality.50 "Multiple Exchange Carrier Access Billing" or "MECAB" refers to the document
prepared by the Billing Committee of the Ordering and Billing Forum (OBF), which functions
under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (ATIS). The MECAB document, published by Telcordia
Technologies as Special Report SR-BDS-000983, contains the recommended guidelines for the
Billing of an Access Service provided by two or more Telecommunications Carriers (including a
WSP, LEC and/or a WSP), or by one LEC in two or more states within a single LATA.51 "Multiple Exchange Carrier Ordering and Design" or "MECOD" Guidelines for
Access Services - Industry Support Interface, refers to the document developed by the
Ordering/Provisioning Committee under the auspices of the Ordering and Billing Forum (OBF),
which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (A TIS). The MECOD document, published by Telcordia
Technologies as Special Report SR STS-002643, establishes recommended guidelines for
processing orders for Access Service which is to be provided by two or more
Telecommunications Carriers (including a WSP LEC and/or a WSP). It is published by
Telcordia Technologies as SRBDS 00983.52 "Multifrequency Address Signaling" or "MF" denotes a signaling method in which a
combination of two (2) out of six (6) voiceband frequencies are used to represent a digit or a
control signal.
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53 "Multiplexing" or "MUX" means the function which converts a 44.736 MBPS DS3
channel to 28 1.544 MBPS DS1 channels or a 1.544 DS1 channel to 24 DSO channels utilizing
time division Multiplexing.
54 "Non-Local" traffic is InterMTA, InterLATA, Roaming, and/or Jointly Provided
Switched Access Traffic. Reciprocal Compensation does not apply to Non-Local Traffic. This
Non-Local Traffic originated by (WSP), includes InterMTA traffic and IntraMTA traffic delivered
to Qwest via an IXC. Regarding traffic delivered to (WSP), Non-Local includes all traffic carried
by an IXC, and traffic destined for (WSP)'s End User Customers that are Roaming in a different
MTA, and all I nterMTAlI nterLATA traffic.
55 "North American Numbering Plan" or "NANP" means the numbering plan used in
the United States that also serves Canada, Bermuda, Puerto Rico, Guam , the Commonwealth
of the Marianna Islands 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
digit NXX code and 4-digit line number.
Party" means either Qwest or (WSP) and "Parties" means Qwest and (WSP).
57 "Percent Local Usage (PLU) Factors" are percentages used in determining Minutes
of Use (MOU) for Land to Mobile (L-M) and Mobile to Land (M-L) traffic.
57.1 "lnterMTA" are factors that are used in reciprocal compensation to
determine InterMTA, Roaming MOUs when (WSP)'s End User Customer is initiating (M-
L) or terminating (L-M) a call in another MTA.
57.2 "PLU 2B" isa factor for determining the portion of Qwest originated traffic
. that rides the Type 1 facility between Qwest's End Offices and (WSP)'s POI for
calculation of the facilities credit to (WSP).58 "Point of Interface
" "
Point of Interconnection" or "POI" is a physical demarcation
between the networks of two LECs (including a LEC and (WSP)). The POI is that point where
the exchange of traffic takes place. This point establishes the technical interface, the test
point(s), and the point(s) for operational division of responsibility.59 "Rate Center" identifies 1) the specific geographic point identified by specific
vertical and horizontal (V&H) coordinates, which are used to measure distance sensitive End
User Customer traffic to/from the particular NPA-NXX designations with the specific Rate
Center, and 2) the corresponding geographic area which is associated with one or more
particular NPA,NNX codes which have been assigned to a LEC for its provision of Telephone
Exchange Service.
60 "Rate Center Area" is the geographic area within which basic Exchange Services
are provided for NPA-NXX designations associated with a particular Rate Center.61 "Reciprocal Compensation Credit" is defined as a monetary credit for two-way
Wireline to Wireless traffic which is originated by a Qwest Wireline End User Customer within
the LATA, transported by Qwest, and terminates to (WSP)'s Wireless End User Customer within
the MT A/Local area. When more than two (2) Carriers are involved. in transporting a call
Reciprocal Compensation Credit does not apply.
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62 "Roaming" is defined as a Telecommunications Service occurring when the End
User Customer of one CMRS provider utilizes the facilities of another CMRS provider. Most
often, Roaming occurs when the End User Customer is physically located outside the service
area of his or her service provider.63 "Serving Wire Center" denotes the Wire Center from which dial tone for Local
Exchange Service would normally be provided to a particular End User Customer Premises.
17.
Special Request Process" or "SRP" shall have the meaning set forth in Section
65 "Switched Access Service" means the offering of transmission and switching
services to Interexchange Carriers for the purpose of the origination or termination of telephone
Toll Service. Switched Access Services include: Feature Group A, Feature Group 8, Feature
Group D, 8XX access, and 900 access and their successors or similar Switched Access
Services.66 "Switched Access Traffic " as specifically defined in Qwest's interstate Switched
Access Tariffs, is traffic that originates at one of the Party's End User Customers and terminates
at an IXC Point of Presence, or originates at an IXC Point of Presence and terminates at one of
the Party's End User Customers, whether or not the traffic transits the other Party's network.67 "Tariff' as used throughout this Agreement refers to Qwest interstate Tariffs and
state Tariffs, price lists, price schedules and catalogs.
68 "Telecommunications Carrier" means any provider of Telecommunications
Services (such as LECs, Competitive Local Exchange Carriers (CLECs), WSPs, except that
such term does not include aggregatorsof 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 Federal Communications Commission shall determine whether the provision of fixed and
mobile satellite service shall be treated as common carriage.
69 "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.
70 "Transit Traffic" is any traffic that originates from one Telecommunications Carrier
network, transits a Tandem Telecommunications Carrier s network, and terminates to yet
another Telecommunications Carrier s network. In the cases neither the originating nor the
terminating End User Customer is a Customer of a Tandem Telecommunications Carrier. For
the purposes of this Agreement, Transit Traffic does not include traffic carried by Interexchange
Carriers. That traffic is defined as Jointly Provided Switched Access.71 Trunk Group Servicing Request "TGSR" is the notification the Qwest Trunk
Forecasting Group sends to the Service Delivery Center to advise of blocking conditions on
Carrier trunk groups.72 'Wire Center" denotes a building or space within a building that serves as an
aggregation point on a given Carrier's network , where transmission facilities are connected or
switched. Wire Center can also denote a building where one or more Central Offices, used for
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the provision of Basic Exchange Telecommunications Services and Access Services, are
located.
73 "Wireless" for the purposes of this Agreement, are Telecommunications Services
provided by a 2-way CMRS Carrier in accordance with its CMRS licensees). This includes both
Cellular and Personal Communications Service Providers.74 'Wireless Carrier Resource Guide" is a Qwest document that provides information
needed to request services available under this Agreement. It is available on Qwest's Web site:
http://www.Qwest.com/wholesale/pcatiwireless.html75 "Wireless Service Provider" or 'WSP" for purposes of this Agreement is a 2-way
CMRS provider of local service.76 'Wireline" are Telecommunications Services provided by Qwest or other non-
CMRS Telecommunications Carriers. These services are provided via a fixed landline network
where the End User Customers are stationary.
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SECTION 5.0 - TERMS AND CONDITIONS
General Provisions
Intentionally Left Blank.
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.
Neither Party shall use any service related to or use any of the services provided in
this Agreement in any manner that interferes with other Persons in the use of their service,
prevents other Persons from using their service, or otherwise impairs the quality of service to
other Carriers or to either Party s End User Customers. In addition, neither Party's provision of
or use of services shall interfere with the services related to or provided under this Agreement.
If such impairment is material and poses an immediate threat to the
safety of either Party's employees, Customers or the public or poses an immediate
threat of a service interruption, that Party shall provide immediate notice by email to the
other Party s designated representative(s) for the purposes of receiving such notification.
Such notice shall include 1) identification of the impairment (including the basis for
identifying the other Party's facilities as the caus~ of the impairment), 2) date and
location of the impairment, and 3) the proposed remedy for such impairment for any
affected service. Either Party may discontinue the specific service that violates the
provision or refuse to provide the same type of service if it reasonably appears that the
particular service would cause similar harm, until the violation of this provision has been
corrected to the reasonable satisfaction of that Party and the service shall be reinstituted
as soon as reasonably possible. The Parties shall work cooperatively and in good faith
to resolve their differences. In the event either Party disputes any action that the other
Party seeks to take or has taken pursuant to this provision, that Party may pursue
immediate resolution by expedited or other Dispute Resolution.
If the impairment is service impacting but does not meet the parameters
set forth in section 5., such as low level noise or other interference, the other Party
shall provide written notice within five (5) calendar Days of such impairment to the other
Party and such notice shall include the information set forth in subsection 5.1. The
Parties shall work cooperatively and in good faith to resolve their differences. If the
impairment has not been corrected or cannot be corrected within five (5) business days
of receipt of the notice of non-compliance, the other Party may pursue immediate
resolution by expedited or other Dispute Resolution.
If either Party causes non-service impacting impairment the other Party
shall provide written notice within fifteen (15) calendar Days of the impairment to the
other Party and such notice shall include the information set forth in subsection 5.
The Parties shall work cooperatively and in good faith to resolve their differences. If
either Party fails to correct any such impairment within fifteen (15) calendar Days of
written notice, or if such non-compliance cannot be corrected within fifteen (15) calendar
Days of written notice of non-compliance, and if the impairing Party fails to take all
appropriate steps to correct as soon as reasonably possible, the other Party may pursue
immediate resolution by expedited or other Dispute Resolution.
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Terms and Conditions3.4 It is the responsibility of either Party to inform its End User Customers of
service impacting impairment that may result in discontinuance of service as soon as the
Party receives notice of same.1.4 Each Party is solely responsible for the services it provides to its End User
Customers and to other Telecommunications Carriers. This provision is not intended to limit the
liability of either Party for its failure to perform under this Agreement.
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.
Nothing in this Agreement shall prevent either Party from seeking to recover the
costs and expenses, if any, it may incur in (a) complying with and implementing its obligations
under this Agreement, the Act, and the rules, regulations and orders of the FCC and the
Commission, and (b) the development, modification, technical installation and maintenance of
any systems or other infrastructure which it requires to comply with and to continue complying
with its responsibilities and obligations under this Agreement. Notwithstanding the foregoing,
Qwest shall not assess any charges against (WSP) for services, facilities, Ancillary service and
other related works or services covered by this Agreement, unless the charges are expressly
provided for in this Agreement. All services and capabilities currently provided hereunder, to be
provided hereunder, shall be priced in accordance with all applicable provisions of the Act and
the rules and order of the Federal Communications Commission and orders of the Commission.
Term of Agreement
This Agreement shall be deemed effective upon approval by the Commission
Effective Date ); however, the Parties may agree to implement the provisions of this
Agreement upon execution. This Agreement shall be binding upon the Parties for a term of
three (3) years and shall expire three (3) years from the Effective Date.
Upon expiration of the term of this Agreement, this Agreement shall continue in full
force and effect until superseded by a successor agreement in accordance with this Section
2. Any Party may request negotiation of a successor agreement by written notice to the
other Party no earlier than one hundred sixty (160) Days prior to the expiration of the term , or
the Agreement shall renew on a month to month basis. The date of this notice will be the
starting point for the negotiation window under section 252 of the Act.
Proof of Authorization
Each Party shall be responsible for obtaining and maintaining Proof of
Authorization (POA), as required by applicable federal and state law, as amended from time to
time.
The Parties shall make peAs available to each other upon request in the event of
an allegation of an unauthorized change in accordance with all Applicable Laws and rules and
shall be subject to any penalties contained therein.
Payment
5.4.Amounts payable under this Agreement are due and payable within thirty (30)
calendar Days after the date of invoice, or within twenty (20) calendar Days after receipt of the
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invoice, whichever is later (payment Due Date). If the payment Due Date is not a business day,
the payment shall be due the next business day.
5.4.One Party may discontinue processing orders for the failure of the other Party to
make full payment for the relevant services, less any disputed amount as provided for in Section
5.4.4 of this Agreement, for the relevant services provided under this Agreement within thirty
(30) calendar Days following the payment Due Date. The Billing Party will notify the other Party
in writing at least ten (10) business days prior to discontinuing the processing of orders for the
relevant services. If the Billing Party does not refuse to accept additional orders for the relevant
services on the date specified in the ten (10) business days notice, and the other Party's non-
compliance continues, nothing contained herein shall preclude the Billing Party's right to refuse
to accept additional orders for the relevant services from the non-complying Party without
further notice. For order processing to resume, the billed Party will be required to make full
payment of all charges for the relevant services not disputed in good faith under this Agreement.
Additionally, the Billing Party may require a deposit (or additional deposit) from the billed Party,
pursuant to this section. In addition to other remedies that may be available at law or equity, the
billed Party reserves the right to seek equitable relief including injunctive relief and specific
performance.
5.4.The Billing Party may disconnect any and all relevant services for failure by the
billed Party to make full payment, less any disputed amount as provided for in Section 5.4.4 of
this Agreement, for the relevant services provided under this Agreement within sixty (60)
calendar Days following the payment Due Date. The billed Party will pay the applicable
reconnect charge set forth in Exhibit A required to reconnect each resold End User Customer
line disconnected pursuant to this paragraph. The Billing Party will notify the billed Party in at
least ten (10) business days prior to disconnection of the unpaid service(s). In case of such
disconnection , all applicable undisputed charges, including termination charges, shall become
due. If the Billing Party does not disconnect the billed Party's service(s) on the date specified in
the ten (10) business days notice, and the billed Party's noncompliance continues, nothing
contained herein shall preclude the Billing Party's right to disconnect any or all relevant services
of the non-complying Party without further notice. For reconnection of the non-paid service to
occur, the billed Party will be required to make full payment of all past and current undisputed
charges under this Agreement for the relevant services. Additionally, the Billing Party will
request a deposit (or recalculate the deposit) as specified in Section 5.4.5 and 5.4.7 from the
billed Party, pursuant to this Section. Both Parties agree, however, that the application of this
provision will be suspended for the initial three (3) Billing cycles of this Agreement and will not
apply to amounts billed during those three (3) cycles. In addition to other remedies that may be
available at law or equity, each Party reserves the right to seek equitable relief, including
injunctive relief and specific performance.
K'jll_!iiJJff(~1I1mli111J
5.4.Qwest may disconnect any and all services for failure by CLEC to make full
payment, less any disputed amount as provided for in Section 5.4.4 of this Agreement, for the
services provided under this Agreement within sixty (60) Days of the due date on CLEC's bill.
CLEC will pay the Tariff charge required to reconnect each resold end user line disconnected
pursuant to this paragraph. Qwest will notify CLEC in writing at least thirty (30) business days
prior to disconnection of the service(s). In case of such disconnection, all applicable charges
including termination charges, shall become due. If Qwest does not disconnect CLEC'
service(s) on the date specified in the thirty (30) Days notice, and CLEC's noncompliance
continues, nothing contained herein shall preclude Qwest's right to disconnect any or all
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services of the noncomplying CLEC without further notice. For reconnection of service to occur
CLEC will be required to make full payment of all past and current charges. Additionally, Qwest
will request a deposit (or additional deposit) from CLEC, pursuant to this section. Qwest
agrees, however, that the application of this provision will be suspended for the initial three (3)
Billing cycles of this Agreement and will not apply to amounts billed during those three (3)
cycles.
5.4.4 Should (WSP) or Qwest dispute , in good faith, any portion of the nonrecurring
charges or monthly Billing under this Agreement, the Parties will notify each other in writing
within fifteen (15) calendar Days following the payment Due Date identifying the amount, reason
and rationale of such dispute. At a minimum, (WSP) and Qwest shall pay all undisputed
amounts due. Both (WSP) and Qwest agree to expedite the investigation of any disputed
amounts, promptly provide all documentation regarding the amount disputed that is reasonably
requested by the other Party, and work in good faith in an effort to resolve and settle the dispute
prior to initiating any other rights or remedies.
5.4.4.If a Party disputes charges and does not pay such charges by the
payment Due Date, such charges may be subject to late payment charges. If the
disputed charges have been withheld and the dispute is resolved in favor of the Billing
Party, the withholding Party shall pay the disputed amount and applicable late payment
charges no later than the second Bill Date following the resolution. If the disputed
charges have been withheld and the dispute is resolved in favor of the disputing Party,
the Billing Party shall credit the bill of the disputing Party for the amount of the disputed
charges and any late payment charges that have been assessed no later than the
second Bill Date after the resolution of the dispute. If a Party pays the disputed charges
and the dispute is resolved in favor of the Billing Party, no further action is required.
5.4.4.If a Party pays the charges disputed at the time of payment or at any time
thereafter pursuant to Section 5.4.4., and the dispute is resolved in favor of the
disputing Party the Billing Party shall , no later than the second Bill Date after the
resolution of the dispute: (1) credit the disputing Party's bill for the disputed amount and
any associated interest or (2) pay the remaining amount to (WSP) , if the disputed
amount is greater than the bill to be credited. The interest calculated on the disputed
amounts will be the same rate as late payment charges. In no event, however, shall any
late payment charges be assessed on any previously assessed late payment charges.
5.4.4.If a Party fails to dispute a charge and discovers an error on a bill it has
paid after the period set forth in section 5.4.4, the Party may dispute the bill at a later
time through an informal process, through an Audit pursuant to the Audit provision of this
Agreement, through the Dispute Resolution provision of this Agreement, or applicable
state statutes or Commission rules.
5.4.5 Each Party will determine the other Party'credit status based on previous
payment history or credit reports such as Dun and Bradstreet. If a Party has not established
satisfactory credit with the other Party according to the above provisions or the Party is
repeatedly delinquent in making its payments, or the Party is being reconnected after a
disconnection of service or discontinuance of the processing of orders by the Billing Party due to
a previous nonpayment situation, the Billing Party may require a deposit to be held as security
for the payment of charges before the orders from the billed Party will be provisioned and
completed or before reconnection of service. "Repeatedly delinquent" means any payment
received thirty (30) calendar Days or more after the payment Due Date, three (3) or more times
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during a twelve (12) month period. The deposit may not exceed the estimated total monthly
charges for an average two (2) month period within the 1 sl three (3) months for all services. The
deposit may be a surety bond if allowed by the applicable Commission regulations, a letter of
credit with terms and conditions acceptable to the Billing Party, or some other form of mutually
acceptable security such as a cash deposit. Required deposits are due and payable , within
thirty (30) calendar Days after demand.
5.4.Interest will be paid on cash deposits at the rate applying to deposits under
applicable Commission regulations. Cash deposits and accrued interest will be credited to the
billed Party's account or refunded, as appropriate, upon the expiration of the term of the
Agreement or the establishment of satisfactory credit with the Billing Party, which will generally
be one full year of timely payments of undisputed amounts in full by the billed Party. Upon a
material change in financial standing, the billed Party may request and the Billing Party will
consider a recalculation of the deposit. The fact that a deposit has been made does not relieve
(WSP) from any requirements of this Agreement.
5.4.The Billing Party may review the other Party's credit standing and modify the
amount of deposit required but in no event will the maximum amount exceed the amount stated
in 5.4.
5.4.The late payment charge for amounts that are billed under this Agreement shall be
in accordance with Commission requirements.
5.4.Each Party shall be responsible for notifying its End User Customers of any
pending disconnection of a non-paid service by the billed Party, if necessary, to allow those
Customers to make other arrangements for such non-paid services.
Taxes
Any federal, state, or local sales, use, excise, gross receipts, transaction or similar
taxes, fees or surcharges resulting from the performance of this Agreement shall be borne by
the Party 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. However, where the
selling Party is permitted by law to collect such taxes, fees or surcharges, from the purchasing
Party, such taxes, fees or surcharges shall be borne by the Party purchasing the services.
Each Party is responsible for any tax on its corporate existence, status or income. Whenever
possible, these amounts shall be billed as a separate item on the invoice. 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. Until such time as a resale tax exemption
certificate is provided, no exemptions will be applied. If either Party (the Contesting Party)
contests the application of any tax collected by the other Party (the Collecting Party), the
Collecting Party shall reasonably cooperate in good faith with the Contesting Party's challenge
provided that the Contesting Party pays any costs incurred by the Collecting Party. The
Contesting Party is entitled to the benefit of any refund or recovery resulting from the contest
provided that the Contesting Party is liable for and has paid the tax contested.
Insurance
Each Party shall at all times during the term of this Agreement, at its own cost and
expense, carry and maintain the insurance coverage listed below with insurers having a "Best'
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rating of B+XIII with respect to liability arising from that Party's operations for which that Party
has assumed legal responsibility in this Agreement. If either Party or its parent company has
assets equal to or exceeding $10,000 000,000, that Party may utilize an Affiliate captive
insurance company in lieu of a "Best'" rated insurer. To the extent that the parent company of
a Party is relied upon to meet the $10,000,000,000 asset threshold , such parent shall be
responsible for the insurance obligations contained in this Section 5., to the extent its
affiliated Party fails to meet such obligations.
1 Workers' Compensation with statutory limits as required in the state of
operation and Employers' Liability insurance with limits of not less than $100 000 each
accident.
Commercial General Liability insurance covering claims for bodily injury,
death, personal injury or property damage occurring or arising out of the use or
occupancy of the premises, including coverage for independent contractor s protection
(required if any work will be subcontracted), premises-operations, products and/or
completed operations and contractual liability with respect to the liability assumed by
each Party hereunder. The limits of insurance shall not be less than $1 000 000 each
occurrence and $2 000,000 general aggregate limit.
Business automobile liability insurance covering the ownership, operation
and maintenance of all owned, non-owned and hired motor vehicles with limits of not
less than $1 000,000 per occurrence for bodily injury and property damage.1.4 Umbrella/Excess Liability insurance in an amount of $10,000 000 excess
of Commercial General Liability insurance specified above. These limits may be
obtained through any combination of primary and excess or umbrella liability insurance
so long as the total limit is $11 000 000.5 "All Risk" Property coverage on a full replacement cost basis insuring all
of (WSP) personal property situated on or within the Premises.
Each Party will initially provide certificate(s) of insurance evidencing coverage, and
thereafter will provide such certificates upon request. Such certificates shall (1) name the other
Party as an additional insured under commercial general liability coverage; (2) provide thirty (30)
calendar Days prior written notice of cancellation of, material change or exclusions in the
policy(s) to which certificate(s) relate; (3) indicate that coverage is primary and not excess of, or
contributory with, any other valid and collectible insurance purchased by the other Party; and (4)
acknowledge severability of interest/cross liability coverage.
Force Majeure
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, government regulations
embargoes, epidemics, terrorist acts , riots, insurrections, fires, explosions, earthquakes, nuclear
accidents, floods, work stoppages, power blackouts, volcanic action, other major environmental
disturbances, or unusually severe weather conditions (collectively, a Force Majeure Event).
Inability to secure products or services of other Persons or transportation facilities or acts or
omissions of transportation Carriers shall be considered Force Majeure Events to the extent any
delay or failure in performance caused by these circumstances is beyond the Party's control and
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without that Party s fault or negligence. The Party affected by a Force Majeure Event shall give
prompt notice to the other Party, shall be excused from performance of its obligations hereunder
on a Day to Day basis to the extent those obligations are prevented by the Force Majeure
Event, and shall use reasonable efforts to remove or mitigate the Force Majeure Event. 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.
Limitation of Liability
Each Party's liability to the other Party for any loss relating to or arising out of any
act or omission in its performance under this Agreement, whether in contract, warranty, strict
liability, or tort, including (without limitation) negligence of any kind, shall be limited to the total
amount that is or would have been charged to the other Party by such breaching Party for the
service(s) or function(s) not performed or improperly performed. Each Party's liability to the
other Party for any other losses shall be limited to the total amounts charged to (WSP) under
this Agreement during the contract year in which the cause accrues or arises. Payments
pursuant to the QPAP should not be counted against the limit provided for in this AgreementSection.
Neither Party shall be liable to the other for indirect, incidental , consequential , or
special damages , including (without limitation) damages for lost profits, lost revenues, lost
savings suffered by the other Party regardless of the form of action , whether in contract
warranty, strict liability, tort, including (without limitation) negligence of any kind and regardless
of whether the Parties know the possibility that such damages could result.
Intentionally Left Blank.8.4 Nothing .contained in this Section shall limit either Party's liability to the other for (i)
willful or intentional misconduct or (ii) damage to tangible real or personal property proximately
caused solely by such Party's negligent act or omission or that of their respective agents,
subcontractors, or employees.
Nothing contained in this Section 5.shall limit either Party'obligations of
indemnification specified in this Agreement, nor shall this Section 5.8 limit a Party's liability for
failing to make any payment due under this Agreement.
Indemnity
The Parties agree that unless otherwise specifically set forth in this Agreement the
following constitute the sole indemnification obligations between and among the Parties:
Each of the Parties agrees to release, indemnify, defend and hold
harmless the other Party and each of its officers, directors, employees and agents (each
an Indemnitee) from and against and in respect of any loss, debt, liability, damage,
obligation , claim, demand, judgment or settlement of any nature or kind, known or
unknown, liquidated or unliquidated including, but not limited to, reasonable costs and
expenses (including attorneys' fees), whether suffered, made, instituted, or asserted by
any Person or entity, for invasion of privacy, bodily injury or death of any Person or
Persons, or for loss, damage to, or destruction of tangible property, whether or not
owned by others, resulting from the Indemnifying Party's breach of or failure to perform
under this Agreement, regardless of the form of action, whether in contract, warranty,
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strict liability, or tort including (without limitation) negligence of any kind.
In the case of claims or loss alleged or incurred by an End User Customer
of either Party arising out of or in connection with services provided to the End User
Customer by the Party, the Party whose End User Customer alleged or incurred such
claims or loss (the Indemnifying Party) shall defend and indemnify the other Party and
each of its officers, directors, employees and agents (collectively the Indemnified Party)
against any and all such claims or loss by the Indemnifying Party's, End User Customers
regardless of whether the underlying service was provided or Unbundled Element was
provisioned by the Indemnified Party, unless the loss was caused by the willful
misconduct of the Indemnified Party. The obligation to indemnify with respect to claims
of the Indemnifying Party's End User Customers shall not extend to any claims for
physical bodily injury or death of any Person or person, or for loss, damage to, or
destruction of tangible property, whether or not owned by others, alleged to have
resulted directly from the negligence or intentional conduct of the employees
contractors, agents, or other representatives of the Indemnified Party.
Intentionally Left Blank.1.4 For purposes of Section 5., where the Parties have agreed to
provision line sharing using a POTS Splitter: "End User Customer" means the DSL
provider s End User Customer for claims relating to DSL and the voice service provider
End User Customer for claims relating to voice service.
The indemnification provided herein shall be conditioned upon:
The Indemnified Party shall promptly notify the Indemnifying Party of any
action taken against the Indemnified Party relating to the indemnification. 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.
If the Indemnifying Party wishes to defend against such action , it shall
give written notice to the Indemnified Party of acceptance of the defense of such action.
In such event, the Indemnifying Party shall have sole authority to defend any such
action, including the selection of legal counsel, and the Indemnified Party may engage
separate legal counsel only at its sole cost and expense. In the event that the
Indemnifying Party does not accept the defense of the action, the Indemnified Party shall
have the right to employ counsel for such defense at the expense of the Indemnifying
Party. Each Party agrees to cooperate with the other Party in the defense of any such
action and the relevant records of each Party shall be available to the other Party with
respect to any such 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.
In the event the Indemnified Party withholds consent, the Indemnified Party may, at its
cost, take over such defense, provided that, in such event, the Indemnifying Party shall
not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified
Party against, any cost or liability in excess of such refused compromise or settlement.
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10 Intellectual Property
10.Except for a license to use any facilities or equipment (including software) solely for
the purposes of this Agreement or to receive any service solely (a) as provided in this
Agreement or (b) as specifically required by the then-applicable federal and state rules and
regulations relating to Interconnection and access to Telecommunications facilities and
services, nothing contained within this Agreement shall be construed as the grant of a license,
either express or implied , with respect to any patent, copyright, trade name trade mark, service
mark, trade secret, or other proprietary interest or intellectual property, now or hereafter owned,
controlled or licensable by either Party. Nothing in this Agreement shall be construed as the
grant to the other Party of any rights or licenses to trade or service marks.
10.Subject to Section 5.2, each Party (the Indemnifying Party) shall indemnify and
hold the other Party (the Indemnified Party) harmless from and against any loss, cost, expense
or liability arising out of a claim that the use of facilities of the Indemnifying Party or services
provided by the indemnifying Party provided or used pursuant to the terms of this Agreement
misappropriates or otherwise violates the intellectual property rights of any third party.
addition to being subject to the provisions of Section 5., the obligation for indemnification
recited in this paragraph shall not extend to infringement which results from (a) any combination
of the facilities or services of the Indemnifying Party with facilities or services of any other
Person (including the Indemnified Party but excluding the Indemnifying Party and any of its
Affiliates), which combination is not made by or at the direction of the Indemnifying Party or (b)
any modification made to the facilities or services of the Indemnifying Party by, on behalf of or at
the request of the Indemnified Party and not required by the Indemnifying Party. In the event of
any claim, the Indemnifying Party may, at its sole option (a) obtain the right for the Indemnified
Party to continue to use the facility or service; or (b) replace or modify the facility or service to
make such facility or service non-infringing. If the Indemnifying Party is not reasonably able to
obtain the right for continued use or to replace or modify the facility or service as provided in the
preceding sentence and either (a) the facility or service is held to be infringing by a court of
competent jurisdiction or (b) the Indemnifying Party reasonably believes that the facility
service will be held to infringe, the Indemnifying Party shall notify the Indemnified Party and the
parties shall negotiate in good faith regarding reasonable modifications to this Agreement
necessary to (1) mitigate damage or comply with an injunction which may result from such
infringement or (2) allow cessation of further infringement. The Indemnifying Party may request
that the Indemnified Party take steps to mitigate damages resulting from the infringement or
alleged infringement including, but not limited to, accepting modifications to the facilities
services, and such request shall not be unreasonably denied.
10.To the extent required under applicable federal and state law, Qwest shall use its
best efforts to obtain, from its vendors who have licensed intellectual property rights to Qwest in
connection with facilities and services provided hereunder, licenses under such intellectual
property rights as necessary for (WSP) to use such facilities and services as contemplated
hereunder and at least in the same manner used by Qwest for the facilities and services
provided hereunder. Qwest shall notify (WSP) immediately in the event that Qwest believes it
has used its best efforts to obtain such ' rights, but has been unsuccessful in obtaining such
rights.
10.Qwest covenants that it will not enter into any licensing agreements with
respect to any Qwest facilities, equipment or services, including software , that contain
provisions that would disqualify (WSP) from using or interconnecting with such facilities,
equipment or services, including software, pursuant to the terms of this Agreement.
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Qwest warrants and further covenants that it has not and will not knowingly modify any
existing license agreements for any network facilities, equipment or services, including
software, in whole or in part for the purpose of disqualifying (WSP) from using or
interconnecting with such facilities, equipment or services, including software, pursuant
to the terms of this Agreement. To the extent that providers of facilities, equipment,
services or software in Qwest's network provide Qwest with indemnities covering
intellectual property liabilities and those indemnities allow a flow-through of protection to
third parties, Qwest shall flow those indemnity protections through to (WSP).
10.4 Except as expressly provided in this Intellectual Property Section, nothing in this
Agreement shall be construed as the grant of a license, either express or implied , with respect
to any patent, copyright, logo, trademark, trade name, trade secret or any other intellectual
property right now or hereafter owned, controlled or licensable by either Party. Neither Party
may use any patent, copyright, logo, trademark, trade name, trade secret or other intellectual
property rights of the other Party or its Affiliates without execution of a separate agreement
between the Parties.
10.Neither Party shall without the express written permission of the other Party, state
or imply that: 1) it is connected, or in any way affiliated with the other or its Affiliates; 2) it is part
of a joint business association or any similar arrangement with the other or its Affiliates; 3) the
other Party and its Affiliates are in any way sponsoring, endorsing or certifying it and its goods
and services; or 4) with respect to its marketing, advertising or promotional activities or
materials, the resold goods and services are in any way associated. with or originated from the
other or any of its Affiliates. Nothing in this paragraph shall prevent either Party from truthfully
describing the Network Elements it uses to provide service to its End User Customers, provided
it does not represent the Network Elements as originating from the other Party or its Affiliates in
any marketing, advertising or promotional activities or materials.
10.Intentionally Left Blank.
10.Qwest and (WSP) each recognize that nothing contained in this Agreement is
intended as an assignment or grant to the other of any right, title or interest in or to the
trademarks or service marks of the other (the Marks) and that this Agreement does not confer
any right or license to grant sublicenses or permission to third parties to use the Marks of the
other and is not assignable. Neither Party will do anything inconsistent with the other
ownership of their respective Marks, and all rights. if any, that may be acquired by use of the
Marks shall inure to the benefit of their respective Owners. The Parties shall comply with all
Applicable Law governing Marks worldwide and neither Party will infringe the Marks of the other.
Warranties
11.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES
AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THAT ALL
PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS " WITH ALL
FAUL TS.
12 Assignment
12.Neither Party may assign or transfer (whether by operation of law or otherwise) this
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Agreement (or any rights or obligations hereunder) to a third party without the prior written
consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer
this Agreement to a corporate Affiliate or an entity under its common control; without the
consent of the other Party, provided that the performance of this Agreement by any such
assignee is guaranteed by the assignor. Any attempted assignment or transfer that is not
permitted 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.
12.In the event that Qwest transfers to any unaffiliated Party exchanges including End
User Customers that (WSP) serves in whole or in part through facilities or services provided by
Qwest under this Agreement, the transferee shall be deemed a successor to Qwest'
responsibilities hereunder for a period of ninety (90) Days from notice to (WSP) of such transferor until such later time as the Commission may direct pursuant to the Commission s then
applicable statutory authority to impose such responsibilities either as a condition of the transfer
or under such other state statutory authority as may give it such power. In the event of such a
proposed transfer, Qwest shall use its best efforts to facilitate discussions between (WSP) and
the Transferee with respect to Transferee s assumption of Qwest's obligations pursuant to the
terms of this Agreement.
12.Nothing in this section is intended to restrict (WSP)'s rights to opt into a Wireless
Interconnection Agreement under ~ 252 of the Act.
13 Default
13.If either Party defaults in the payment of any amount due hereunder, or if either
Party violates any other material provision of this Agreement, and such default or violation shall
continue for thirty (30) calendar Days after written notice thereof, the other Party may seek relief
in accordance with the Dispute Resolution provision of this Agreement. The failure of either
Party to enforce any of the provisions of this Agreement or the waiver thereof in any instance
shall not be construed as a general waiver or relinquishment on its part of any such provision
but the same shall, nevertheless, be and remain in full force and effect.
14 Disclaimer of Agency
14.Except for provisions herein expressly authorizing a Party to act for another
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, no Party undertakes 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.
15 Severability
15.In the event that anyone 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 as set forth herein. If any part of this
Agreement is held to be invalid or unenforceable for any reason, such invalidity or
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
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not been a part hereof, and the remainder of this Agreement shall remain in full force and effect.
16 Nondisclosure
16.All information, including but not limited to specifications, microfilm, photocopies
magnetic disks, drawings, sketches, models , samples, tools, technical information , data,
employee records, maps, financial reports, and market data, (i) furnished by one Party to the
other Party dealing with business or marketing plans End User Customer specific, facility
specific, or usage specific information, other than End User Customer information
communicated for the purpose of providing Directory Assistance or publication of Directory
Database , or (ii) in written , graphic, electromagnetic, or other tangible form and marked at the
time of delivery as "Confidential" or "Proprietary , or (m) communicated and declared to the
receiving Party at the time of delivery, or by written notice given to the receiving Party within ten
(10) calendar Days after delivery, to be "Confidential" or "Proprietary" (collectively referred to as
Proprietary Information ), shall remain the property of the disclosing Party. 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. Each Party shall have the right to
correct an inadvertent failure to identify information as Proprietary Information by giving written
notification within thirty (30) Days after the information is disclosed. The receiving Party shall
from that time forward, treat such information as Proprietary Information.
16.Upon request by the disclosing Party, the receiving Party shall return all tangible
copies of Proprietary Information, whether written, graphic or otherwise, except that the
receiving Party may retain one copy for archival purposes.
16.Each Party shall keep all of the other Party's Proprietary Information confidential
and will disclose it on a need to know basis only. In no case shall retail marketing, sales
personnel, or strategic planning have access to such Proprietary Information. The Parties 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.
16.4 Unless otherwise agreed, the obligations of confidentiality and non-use set forth in
this Agreement do not apply to such Proprietary Information as:a) was at the time of receipt already known to the receiving Party free of any
obligation to keep it confidential evidenced by written records prepared prior to delivery
by the disclosing Party; or
Party; or
is or becomes publicly known through no wrongful act of the receivingc) is rightfully received from a third Person having no direct or indirect
secrecy or confidentiality obligation to the disclosing Party with respect to such
information; ord) is independently developed by an employee, agent, or contractor of the
receiving Party which individual is not involved in any manner with the provision of
services pursuant to the Agreement and does not have any direct or indirect access to
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the Proprietary Information; ore) is disclosed to a third person by the disclosing Party without similar
restrictions on such third person s rights; orf) is approved for release by written authorization of the disclosing Party; or
g)
is required to be disclosed by the receiving Party pursuant to Applicable
Law or regulation provided that the receiving Party shall give sufficient notice of the
requirement to the disclosing Party to enable the disclosing Party to seek protective
orders.
16.Nothing herein is intended to prohibit a Party from supplying factual information
about its network and Telecommunications Services on or connected to its network to regulatory
agencies including the Federal Communications Commission and the Commission so long as
any confidential obligation is protected. In addition either Party shall have the right to disclose
Proprietary Information to any mediator, arbitrator, state or federal regulatory body, the
Department of Justice or any court in the conduct of any proceeding arising under or relating in
any way to this Agreement or the conduct of either Party in connection with this Agreement
including without limitation the approval of this Agreement, or in any proceedings concerning the
provision of InterLA T A services by Qwest that are or may be required by the Act. The Parties
agree to cooperate with each other in order to seek appropriate protection or treatment of such
Proprietary Information pursuant to an appropriate protective order in any such proceeding.
16.Effective Date of this Section. Notwithstanding any other provision of this
Agreement, the Proprietary Information provisions of this Agreement shall apply to all
information furnished by either Party to the other in furtherance of the purpose of this
Agreement, even if furnished before the Effective Date.
16.Each Party agrees that the disclosing Party could be irreparably injured by a
breach of the confidentiality obligations of this Agreement by the receiving Party or its
representatives and that the disclosing Party shall be entitled to seek equitable relief, including
injunctive relief and specific performance in the event of any breach of the confidentiality
provisions of this Agreement. Such remedies shall not be deemed to be the exclusive remedies
for a breach of the confidentiality provisions of this Agreement, but shall be in addition to all
other remedies available at law or in equity.
16.Nothing herein should be construed as limiting either Party's rights with respect to
its own Proprietary Information or its obligations with respect to the other Party's Proprietary
Information under Section 222 of the Act.
16.Forecasts provided by either Party to the other Party shall be deemed Confidential
Information and the Parties may not distribute , disclose or reveal, in any form, this material other
than as allowed and described in subsections 5.16.1 and 5.16.
16.The Parties may disclose, on a need to know basis only, (WSP) individual
forecasts and forecasting information disclosed by Qwest, to Qwest's legal personnel in
connection with their representation of Qwest in any dispute regarding the quality or
timeliness or the forecast as it relates to any reason for which (WSP) provided it to
Qwest under this Agreement, as well as to rWSp)'s wholesale account managers,
wholesale LIS product managers, network and growth planning personnel responsible
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for preparing or responding to such forecasts or forecasting information. In no case shall
retail marketing, sales or strategic planning have access to this forecasting information.
The Parties will inform all of the aforementioned personnel with access to such
Confidential Information , of its confidential nature and will require personnel to execute a
nondisclosure agreement which states that, upon threat of termination, the
aforementioned personnel may not reveal or discuss such information with those not
authorized to receive it except as specifically authorized by law. Violations of these
requirements shall subject the personnel to disciplinary action up to and including
termination of employment.
16.Upon the specific order of the Commission, Qwest may provide
the forecast information that (WSP)s have made available to Qwest under this
Agreement, provided that Qwest shall first initiate any procedures necessary to
protect the confidentiality and to prevent the public release of the information
pending any applicable Commission procedures and further provided that Qwest
provides such notice as the Commission directs to (WSP) involved , in order to
allow it to prosecute such procedures to their completion.
16.The Parties shall maintain confidential forecasting information in secure
files and locations such that access to the forecasts is limited to the personnel
designated in subsection 5.16.1 above and such that no other personnel have
computer access to such information.
17 Survival
17.Any liabilities or obligations of a Party for acts or omissions prior to the termination
of this Agreement, and any obligation of a Party under the provisions regarding indemnification
Confidential or Proprietary Information, limitations of liability, and any other provisions of this
Agreement which , by their terms, are contemplated to survive (or to be performed after)
termination ofthis Agreement, shall survive cancellation or termination hereof.
18 Dispute Resolution18. If any claim, controversy or dispute between the Parties, their agents, employees
officers, directors or affiliated agents should arise, and the Parties do not resolve it in the
ordinary course of their dealings (the "Dispute ), then it shall be resolved in accordance with this
Section. Each notice of default, unless cured within the applicable cure period, shall be
resolved in accordance herewith. Dispute resolution under the procedures provided in this
Section 5.18 shall be the preferred, but not the exclusive remedy for all disputes between Qwest
and (WSP) arising out of this Agreement or its breach. Each Party reserves its rights to resort to
the Commission or to a court, agency, or regulatory authority of competent jurisdiction. Nothing
in this Section 5.18 shall limit the right of either Qwest or (WSP), upon meeting the requisite
showing, to obtain provisional remedies (including injunctive relief) from a court before, during or
after the pendancy of any arbitration proceeding brought pursuant to this Section 5.18.
However, once a decision is reached by the Arbitrator, such decision shall supersede any
provisional remedy.
18.At the written request of either Party (the Resolution Request), and prior to any
other formal dispute resolution proceedings, each Party shall within seven (7) calendar Days
after such Resolution Request designate a vice-presidential level employee or a representative
with authority to make commitments to review, meet, and negotiate, in good faith, to resolve the
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Dispute. The Parties intend that these negotiations be conducted by non-lawyer, business
representatives, and the locations, format, frequency, duration, and conclusions of these
discussions shall be at the discretion of the representatives. By mutual agreement, the
representatives may use other procedures, such as mediation , to assist in these negotiations.
The discussions and correspondence among the representatives for the purposes of these
negotiations shall be treated as Confidential Information developed for purposes of settlement
and shall be exempt from discovery and production, and shall not be admissible in any
subsequent arbitration or other proceedings without the concurrence of both of the Parties.
18.If the vice-presidential level representatives or the designated representative with
authority to make commitments have not reached a resolution of the Dispute within fifteen (15)
calendar Days after the Resolution Request (or such longer period as agreed to in writing by the
Parties), or if either Party fails to designate such vice-presidential level representative or their
representative with authority to make commitments within seven (7) calendar Days after the
date of the Resolution Request, then either Party may request that the Dispute be settled by
arbitration. Notwithstanding the foregoing, a Party may request that the Dispute be settled by
arbitration two (2) calendar Days after the Resolution Request pursuant to the terms of Section
18.1. In any case, the arbitration proceeding shall be conducted by a single arbitrator,
knowledgeable about the Telecommunications industry unless the Dispute involves amounts
exceeding five million ($5 000,000) in which case the proceeding shall be conducted by a panel
of three (3) arbitrators, knowledgeable about the Telecommunications industry. The arbitration
proceedings shall be conducted under the then-current rules for commercial disputes of the
American Arbitration Association (AAA) or J.S./Endispute, at the election of the Party that
initiates dispute resolution under this Section 5.18. Such rules and procedures shall apply
notwithstanding any part of such rules that may limit their availability for resolution of a Dispute.
The Federal Arbitration Act, 9 U.C. Sections 1-, not state law, shall govern the arbitrability
of the Dispute. The arbitrator shall not have authority to award punitive damages. The
arbitrator s award shall be final and binding and may be entered in any court having jurisdiction
thereof. Each Party shall bear its own costs and attorneys' fees, and shan share equally in the
fees and expenses of the arbitrator. The arbitration proceedings shall occur in the Denver
Colorado metropolitan area or in another mutually agreeable location. It is acknowledged that
the Parties, by mutual , written agreement, may change any of these arbitration practices for a
particular, some, or all Dispute(s). The Party which sends the Resolution Request must notify
the Secretary of the Commission of the arbitration proceeding within forty-eight (48) hours of the
determination to arbitrate.
18.All expedited procedures prescribed by the AAA or J.A.M.S./Endispute
rules , as the case may be, shall apply to Disputes affecting the ability of a Party to
provide uninterrupted, high quality services to its End User Customers, or as otherwise
called for in this Agreement. A Party may seek expedited resolution of a Dispute if the
vice-presidential level representative, or other representative with authority to make
commitments, have not reached a resolution of the Dispute within two (2) calendar Days
after the Resolution Request. In the event the Parties do not agree that a service
affecting Dispute exists, the Dispute resolution shall commence under the expedited
process set forth in this Section 5.18,3., however, the first matter to be addressed by
the Arbitrator shall be the applicability of such process to such Dispute.
18.There shall be no discovery except for the exchange of documents
deemed necessary by the Arbitrator to an understanding and determination of the
Dispute. Qwest and (WSP) shall attempt, in good faith, to agree on a plan for such
document discovery. Should they fail to agree, either Qwest or (WSP) may request a
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joint meeting or conference call with the Arbitrator. The Arbitrator shall resolve any
Disputes between Qwest and (WSP) , and such resolution with respect to the need
scope, manner, and timing of discovery shall be final and binding.
18.Arbitrator s Decision
18.The Arbitrator s decision and award shall be in writing and shall
state concisely the reasons for the award, including the Arbitrator s findings of
fact and conclusions of law.
18.An interlocutory decision and award of the Arbitrator granting or
denying an application for preliminary injunctive relief may be challenged in a
forum of competent jurisdiction immediately, but no later than ten (10) business
days after the appellant'receipt of the decision challenged. During the
pendency of any such challenge, any injunction ordered by the Arbitrator shall
remain in effect, but the enjoined Party may make an application to the Arbitrator
for appropriate security for the payment of such costs and damages as may be
incurred or suffered by it if it is found to have been wrongfully enjoined, if such
security has not previously been ordered. If the authority of competent
jurisdiction determines that it will review, a decision granting or denying an
application for preliminary injunctive relief, such review shall be conducted on an
expedited basis.
18.3.4 To the extent that any information or materials disclosed in the course of
an arbitration proceeding contain proprietary, trade secret or Confidential Information of
either Party, it shall be safeguarded in accordance with Section 5.16 of this Agreement
or if the Parties mutually agree, such other appropriate agreement for the protection of
proprietary, trade secret or Confidential Information that the Parties negotiate. However,
nothing in such negotiated agreement shall be construed to prevent either Party from
disclosing the other Party information to the Arbitrator in connection with or
anticipation of an arbitration proceeding, provided , however, that the Party seeking to
disclose the information shall first provide fifteen (15) calendar Days notice to the
disclosing Party so that that Party, with the cooperation of the other Party, may seek a
protective order from the arbitrator. Except as the Parties otherwise agree, or as the
Arbitrator for good cause orders, the arbitration proceedings, including hearings, briefs,
orders, pleadings and discovery shall not be deemed confidential and may be disclosed
at the discretion of either Party, unless it is subject to being safeguarded as proprietary,
trade secret or Confidential Information , in which event the procedures for disclosure of
such information shall apply.
18.4 Should it become necessary to resort to court proceedings to enforce a Party'
compliance with the dispute resolution process set forth herein , and the court directs or
otherwise requires compliance herewith , then all of the costs and expenses, including its
reasonable attorney fees, incurred by the Party requesting such enforcement shall be
reimbursed by the non-complying Party to the requesting Party.
18.No Dispute, regardless of the form of action, arising out of this Agreement, may be
brought by either Party more than two (2) years after the cause of action accrues.
18.Nothing in this Section is intended to divest or limit the jurisdiction and authority of
the Commission or the FCC as provided by state and federal law.
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18.In the event of a conflict between this Agreement and the rules prescribed by the
AAA or J.S./Endispute, this Agreement shall be controlling.
18.This Section does not apply to any claim, controversy or Dispute between the
Parties, their agents, employees, officers, directors or affiliated agents concerning the
misappropriation of use of intellectual property rights of a Party, including, but not limited to, the
use of the trademark, trade name, trade dress or service mark of a Party.
19 Controlling Law
19.This Agreement is offered by Qwest and accepted by (WSP) in accordance with
applicable federal law and the state law of
_.
It shall be interpreted solely in accordance
with applicable federal law and the state law of-
20 Responsibility for Environmental Contamination
20.Neither Party shall be liable to the other for any costs whatsoever resulting from
the presence or release of any Environmental Hazard that either Party did not introduce to the
affected work location. Both Parties shall defend and hold harmless the other, its officers,
directors and employees from and against any losses, damages, claims, demands, suits,
liabilities, fines, penalties and expenses (including reasonable attorneys' fees) that arise out of
or result from (i) any Environmental Hazard that the Indemnifying Party, its contractors or agents
introduce to the Work Locations or (ii) the presence or release of any Environmental Hazard for
which the Indemnifying Party is responsible under Applicable Law.
20.In the event any suspect materials within Qwest-owned, operated or leased
facilities are identified to be asbestos containing, (WSP) will ensure that to the extent any
activities which it undertakes in the facility disturb such suspect materials, such (WSP) 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 (WSP) or
equipment placement activities that result in the generation of asbestos-containing material,
(WSP) does not have any responsibility for managing, nor is it the owner of, nor does it have
any liability for, or in connection with, any asbestos-containing material. Qwest agrees to
immediately notify (WSP) if Qwest undertakes any asbestos control or asbestos abatement
activities that potentially could affect (WSP) personnel, equipment or operations, including, but
not limited to, contamination of equipment.
Notices
21.Any notices required by or concerning this Agreement shall be in writing and shall
be sufficiently given if delivered personally, delivered by prepaid overnight express service, or
sent by certified mail, return receipt requested, or by email where specified in this Agreement to
Qwest and (WSP) at the addresses shown below:
Qwest Corporation
Director Interconnection Agreements
1801 California, Room 2410
Denver, CO 80202
Email
Phone
Fax
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With copy to:
Qwest Law Department
Attention: Corporate Counsel, Interconnection
1801 California Street, 10th Floor
Denver, CO 80202
Email
Phone
Fax
and to (WSP) at the address shown below:
(WSP)
Name! Address
(WSP) Notice contact
Email
Phone
Fax
If personal delivery is selected to give notice, a receipt acknowledging such delivery must be
obtained. Each Party shall inform the other of any change in the above contact Person and!or
address using the method of notice called for in this Section 5.21.
22 Responsibility of Each Party
22.Each Party is an independent contractor, and has and hereby retains the right to
exercise full control of and supervision over its own performance of 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 all other regulations governing such matters. Each
Party will be solely responsible for proper handling, storage, transport and disposal at its own
expense of all (i) substances or materials that it or its contractors or agents bring to, create or
assume control over at Work Locations, and (ii) Waste resulting there from or otherwise
generated in connection with its or its contractors' or agents ' activities at the Work Locations.
Subject to the limitations on liability and except as otherwise provided in this Agreement, each
Party shall be responsible for (i) 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
(ii) the acts of its own Affiliates, employees, agents and contractors during the performance of
that Party's obligations hereunder.
23 No Third Party Beneficiaries
23.The provisions of this Agreement are for the benefit of the Parties and not for any
other Person. This Agreement will not provide any Person not a Party to this Agreement with
any remedy, claim , liability, reimbursement, claim of action, or other right in excess of those
existing by reference in this Agreement.
24 Intentionally Left Blank.
25 Publicity
25.Neither Party shall publish or use any publicity materials with respect to the
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execution and delivery or existence of this Agreement without the prior written approval of the
other Party. Nothing in this section shall limit a Party's ability to issue public statements with
respect to regulatory or judicial proceedings.
26 Executed in Counterparts
26.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.
27 Compliance
27.Each Party shall comply with all applicable federal, state, and local laws, rules and
regulations applicable to its performance under this Agreement. Without limiting the foregoing,
Qwest and (WSP) agree to keep and maintain in full force and effect all permits, licenses,
certificates , and other authorities needed to perform their respective obligations hereunder.
28 Compliance with the Communications Assistance Law Enforcement Act of
1994
28.Each Party represents and warrants that any equipment, facilities or services
provided to the other Party under this Agreement comply with the Communications Assistance
Law Enforcement Act (GALEA). Each Party shall indemnify and hold the other Party harmless
from any and all penalties imposed upon the other Party for such noncompliance and shall at
the non-compliant Party's sole cost and expense, modify or replace any equipment, facilities or
services provided to the other Party under this Agreement to ensure that such equipment
facilities and services fully comply with CALEA.
29 Cooperation
29.The Parties agree that this Agreement involves the provision of Qwest services in
ways such services were not previously available and the introduction of new processes and
procedures to provide and bill such services. Accordingly, 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. Electronic processes and procedures are addressed in
Section 11 of this Agreement.
30 Amendments
30.Amendments; Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions of this Agreement may not be given without the written consent
thereto by both Parties' authorized representative. No waiver by any party of any default
misrepresentation , or breach of warranty or covenant hereunder, whether intentional or not, will
be deemed to extend to any prior or subsequent default, misrepresentation , or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
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Entire Agreement
31.This Agreement (including the documents referred to herein) constitutes the full
and entire understanding and agreement between the parties with regard to the subjects of this
Agreement and supersedes any prior understandings, agreements, or representations by or
between the parties, written or oral, to the extent they relate in any way to the subjects of this
Agreement.
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SECTION 6.INT~RCONNECTION
Interconnection Facility Options
This Section describes the Interconnection of Qwest's network and (WSP)'s own
network for the purpose of exchanging MT AILocal traffic. Qwest will provide
Interconnection at the trunk side of an end office switch. "Interconnection" is as
described in the Act and refers to the connection between networks for the purpose of
transmission and routing of telephone exchange service traffic and Exchange Access
traffic. Interconnection is provided for the purpose of connecting End Office Switches to
End Office Switches for the exchange of MT AILocal traffic.
Qwest will provide to (WSP) Interconnection at least equal in quality
that provided to itself, to any subsidiary, affiliate, or any other party to which it provides
Interconnection. Qwest will provide Interconnection under rates, terms and conditions
that are just, reasonable and non-discriminatory.
2 Methods of Interconnection
The Parties will negotiate the facilities arrangement between their
networks. (WSP) shall establish Type 1 trunk groups to the Qwest End Office in each of
the EAS/Local Calling Areas where (WSP) provides service. The following alternatives
are negotiable: (1) an analog DSO, DS1 or DS3 Entrance Facility; or (2) another Carrier.
Qwest Provided Entrance Facility. Interconnection may be
accomplished through the provision of an analog DSO, DS1 or DS3 Entrance
Facility. An Entrance Facility extends from the Qwest Serving Wire Center to
(WSP)'s switch location or POI. Entrance Facilities may not extend beyond the
serving area, by the Qwest Serving Wire Center. The rates for Entrance
Facilities are provided in Exhibit A. Qwest's Private Line Transport service is
available as an alternative to entrance facilities, when (WSP) uses such Private
Line Transport service for multiple services.
Qwest agrees to provide local Interconnection trunk diversity to the same
extent it does so in Qwest's local network.
Exchange of Traffic
Description
Reciprocal traffic exchange addresses the exchange of traffic between
(WSP)'s network and Qwest's network. Reciprocal traffic exchange covered by this
Agreement is for Wireless Interconnection for CMRS Carriers only in association with
CMRS two-way services. Other Interconnections are covered by a separate agreement
or Tariff. Wireless two-way Interconnection is intended for Wireless to Wireline or
Wireline to Wireless, but not Wireline to Wireline communications. For purposes of this
Agreement, Fixed Wireless is considered a Wireline architecture. The Wireless
Interconnection provided shall not be used to terminate other types of traffic on Qwest's
network, such as Wireline originated traffic. Any incidental services (e.g. directory
assistance, operator services, etc.) will be billed at the standard rates for those services.
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Where either Party interconnects and delivers traffic to the other from third parties, each
Party shall bill such third parties the appropriate charges pursuant to its respective
Tariffs or contractual offerings for such third party terminations. Unless otherwise
agreed to by the Parties, by an amendment to this Agreement, the Parties will directly
exchange traffic between their respective networks without the use of third party transit
providers.
Intentionally Left Blank.
The traffic types to be exchanged under this Agreement include:
Local Traffic as defined in this Agreement.
Non-Local traffic as defined in this Agreement.1.4 Traffic having special billing requirements includes, but are not limited to,
the following:
1.4.
1.4.
Directory Assistance
Intentionally Left Blank
1.4.
1.4.4
Toll and Assistance Operator Services
Toll Free Services; and
1.4.ISP Bound Traffic.
Toll Blocking Service is a Selective Class of Call Screening (CustomNet).
Selective Class of Call Screening restricts, by operator screen identification, outgoing toll
calls from trunks to collect, third party billed , and/or credit card calls only. Direct dialed
calls to Directory Assistance, 800/877/888, E911/911 , 950, and Qwest Repair are
permitted. It is available when (WSP) sends its traffic on outgoing Ancillary Trunks.
Billed Number Screening allows (WSP) the capability of restricting
incoming collect and/or third number billed calls from being billed to their Ancillary
Trunks. Although these lines are outgoing trunks, the capability does exist to terminate
a collect and/or third number billed call to the line. Other long distance companies may
or may not subscribe to Billing Validation or recognize the billed number screening
indicator. Therefore, calls placed on other long distance company networks may
complete and bill collect and/or third number billed calls to the (WSP) account. Qwest is
not responsible for any calls completed on other long distance company networks.
Wireless Interconnection Requirements
As a part of the Wireless Interconnection requirements, (WSP) will establish Type 1 trunk
groups to the Qwest r End Office Switch(es), as required.
Type 1 Interconnections
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Type 1 is an intra LATA/intrastate final route trunk group between a
CMRS Point of Interconnection (POI) and a Qwest central office
switch.
The Type 1 Interconnection is a trunk side connection with
line treatment (except for a 2-wire analog channel, which is available as a
line side connection). Each trunk is translated like a line. Qwest provides
the following: the transmission medium; signaling and supervision.
Maintenance and restoral are provided as detailed in the applicable
sections of the state tariffs. Restoral is subject to the terms of the
Telecommunications Service Priority System (TSP) for National Security
and Emergency Preparedness Telecommunication (FCC #1 , Section
10.10)
All Type 1 Services have the following features described
in this Section. Blocks of telephone numbers will be assigned to the
CMRS provider from an NXX assigned to the Qwest switch which is the
~ial Tone End Office of the CMRS provider s switch location. This will
usually be the Serving Wire Center (SWC). In the event sufficient
numbers are not available to meet the CMRS provider s three year
forecast, a new NXX, if practicable, will be assigned to the dial tone office
from which numbers will be allocated. All numbers are assigned and
administered by Qwest. The CMRS provider performs subadministration
(assigning specific numbers to individual subscribers).
Reservation and implementation of numbers will be in
blocks of 20 or 100. A nonrecurring charge applies per Section 5.3.4 of
the Exchange and Network Services Tariff/Price List/Catalog.
1.4 lWSPJ must have a POI within the EAS/Local Calling Area
of the designated rate center of the assigned Direct-Inward-Dialing (DID)
numbers.
Trunking Requirements
The Parties will provide designed Interconnection facilities that meet the
same technical criteria and service standards, such as probability of blocking in peak
hours and transmission standards, in accordance with current industry standards.
Two-way trunk groups will be established wherever possible and where
the Qwest switch can support the rating and billing of mobile to land traffic. Separate
trunk groups will be established based on billing, signaling, and network requirements.
3 Although, two-way trunk groups are the preferred method of
Interconnection, one-way trunk groups may be established. If either Party elects to
provision its own one-way trunks for delivery of Local Traffic to be terminated on the
other Party's network, the other Party must also provision its own one-way trunks to the
extent that traffic volumes warrant.3.4 Trunk group connections will be made at a DS1 or multiple DS1 level.
Ancillary service trunk groups may be made at either a OS 1 or DSO level.
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The Parties may elect to purchase transport services from each other or
from a third party that has leased the Private Line Transport Service facility from Qwest.
Such transport delivers the originating Party s local traffic to the terminating Party's End
Office for call termination.
Multifrequency Signaling. Inband Multifrequency (MF) wink start signaling
will be used with Type 1.
Interface Code Availability.
Supervisory signaling specifications, and the applicable network channel interface codes
for Type 1 trunks, are the same as those defined in Telcordia Reference Documents
GR-145-CORE and BR-795-403-100.
8 Measurement of terminating local Interconnection minutes begins when (WSP)'s
MSC receives answer supervision from the called end user s end office. The
measurement of terminating call usage over Type 1 trunks ends when (WSP)'s MSC
receives disconnect supervision from either the called end user s end office, indicating
the call has disconnected, or (WSP)'s Point of Interconnection , whichever is recognized
first by the entry switch. This is commonly referred to as "conversation time . Qwest will
only charge (WSP) for actual minutes of use and/or fractions thereof of completed calls.
Minutes of use are aggregated at the end of the billing cycle and rounded to the nearest
whole minute.
Where feasible, Qwest will provide as a part of (WSP) bill,
recording and rating of mobile to land traffic exchanged over the Wireless
Interconnection. If data necessary for billing is lost, Qwest will estimate usage
based on the previous three (3) months' usage.
4 Terms and Conditions
2.4.Transport and Termination of Local Traffic.
2.4.Local Traffic will be exchanged as Type 1 Service.
2.4.Non-Local Traffic
2.4.1 Non-Local Traffic will be exchanged over Type 1 facilities and
usage will be rated using the FCC's Access Tariff and the applicable Switched
Access rates.
2.4.Transit Traffic
2.4.1 This Agreement does not allow for the exchange of Transit Traffic
between each Party's network. If the Parties wish to exchange Transit Traffic, the
Parties will enter into a separate amendment to this Agreement.
2.4.4 Jointly Provided Switched Access
2.4.4.This Agreement does not allow for the exchange of Jointly
Provided Switched Access traffic between each Party s network. If the Parties
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wish to exchange Jointly Provided Switched Access Traffic, the Parties will enter
into a separate amendment to this Agreement.
2.4.Type 1 Forecasting
2.4.Both (WSP) and Qwest shall work in good faith to define a
mutually agreed upon forecast of Type 1 trunking.
2.4. 7.Both Parties shall have the obligation to participate in joint
planning meetings at semi-annual intervals to establish trunk design and
provisioning requirements. The Parties agree to provide mutual trunk forecast
information to ensure End User Customer call completion between the Parties
networks. Such forecasts shall be for Type 1 trunking, which impacts the switch
capacity and facilities of each Party.
2.4.Switch capacity growth jobs requiring the addition of new
switching modules may require six months for order and install. To align with the
timeframe needed to provide for the requested facilities, including engineering,
ordering, installation and make ready activities, the Parties will utilize Qwest
standard forecast timelines, as defined in the standard Qwest Type 1 Trunk
Forecast Forms for growth planning. For capacity growth, Qwest will utilize
(WSP) semi-annual forecasts and near-term demand submitted on Unforecasted
Demand Notification Form to ensure availability of switch capacity.
2.4.7.4 Each Party will utilize the forecast cycle outlined on the Qwest
Type 1 Trunk Forecast Forms, which stipulates that forecasts be submitted on a
semi-annual basis. The forecast will identify trunking requirements for a two-year
period. From the semi-annual close date as outlined in the forecast cycle, the
receiving Party will have one (1) month to determine network needs and place
vendor orders which require a six (6) month minimum to complete the network
build. Seven (7) months after submission of the initial forecast, Qwest will have
the necessary capacity in place to meet the (WSP) forecast. After the initial
Forecast, Qwest will ensure that capacity is available to meet (wSP)'s needs as
described in the (wSP) forecasts.
2.4.Both Parties will follow the forecasting and provisioning
requirements of this Agreement for the appropriate sizing of trunks, and use of
direct End Office routing.
2.4.In the event of a dispute regarding forecast quantities, the Parties
will make capacity available in accordance with the lower forecast, while
attempting to resolve the matter informally. If the Parties fail to reach resolution
the Dispute Resolution provision of this Agreement shall apply.
2.4.Joint planning meetings will be used to bring clarity to the process.
Qwest shall work cooperatively with (WSP) in determining proper volumes of
Interconnection facilities through joint, cooperative planning sessions. Each
Party will provide adequate information associated with the Qwest Type 1 Trunk
Forecast Forms in addition to its forecasts. No later than two weeks prior to the
joint planning meetings, the Parties shall exchange information to facilitate the
planning process. Both Parties shall provide information on major network
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projects anticipated for the following year that may impact the other Party'
forecast or Interconnection requirements Qwest shall provide (WSP) a report
reflecting then current spare capacity at each Qwest switch that may impact the
Interconnection traffic. Qwest shall also provide a report reflecting then current
blocking of local direct and alternate final trunk groups, Interconnection and non-
Interconnection alike. (WSP) will be provided Interconnection trunk group dataon its own trunks. The information is Qwest-proprietary, provided under non-
disclosure and is to be used solely for Interconnection network planning.
2.4.In addition to the above information, (WSP) shall provide:
Completed Qwest Type 1 Trunk Forecast Forms; and(a)
(b)Any planned use of an alternate Local Tandem Provider.
2.4.In addition to the above information, the following information will
be available through the Local Exchange Routing Guide (LERG) or the
Interconnections (ICONN) Database. The LERG is available through Telcordia.
ICONN is available through the Qwest Web site located at:
http://www.qwest.com/cQi-bin/iconn/iconn.
(a)
(b)
Qwest Tandems and Qwest End Offices (LERG);
CLLI codes (LERG);
(c)
(d)
Business/Residence line counts (ICONN);
switch type (LERG or ICONN); and
(e)Current and planned switch generics (ICONN).
Qwest will notify (WSP) six (6) months prior to LERG amendment, the
anticipation of a new Local Tandem switch.
2.4.10 Qwest Network Disclosure of deployment information for specific
technical capabilities (e., ISDN deployment, 64 CCC, etc.) shall be provided on
Qwest's web site, http://www.qwest.com/disclosures
2.4.11 When appropriate, Qwest will notify (WSP) through the Qwest
Trunk Group Servicing Request (TGSR) process of the need to take action and
place orders in accordance with the forecasted trunk requirements. (WSP) shall
respond to the TGSR within ten (10) business Days of receipt.
2.4.The following terms shall apply to the forecasting process:
2.4.12.(WSP) forecasts shall be provided to Qwest as detailed in
the standard Wireless Type 1 Trunk Forecast Form.
2.4.12.(WSP) forecasts provided to Qwest, information provided
by (WSP) to Qwest outside of the normal forecasting process to modify
the forecast, and forecasting information disclosed by Qwest to (WSP)
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shall be deemed Confidential Information and the Parties may not
distribute, disclose or reveal, in any form, this material other than as
allowed and described in subsections 5.16.1 and 5.16.
2.4.13 If a trunk group is consistently utilized (trunks required over trunks'
in service) at less than fifty percent (50%) of rated busy hour capacity each
month of any consecutive three (3) month period , Qwest will notify (WSP) of
Qwest's desire to resize the trunk group. Such notification shall include Qwest's
information on current utilization levels. If (WSP) does not submit an ASR to
resize the trunk group within thirty (30) calendar Days of the written notification
Qwest may reclaim the unused facilities and rearrange the trunk group. When
reclamation does occur, Qwest shall not leave the (WSP) assigned trunk group
with less than twenty five percent (25%) excess capacity. Ancillary trunks are
excluded from this treatment.
2.4.14 Each Party shall provide a specified point of contact for planning,
forecasting and trunk servicing purposes.
2.4.15 Interconnection facilities provided on a route that involves
extraordinary circumstances may be subject to the Construction Charges, as
detailed in Section 19 of this Agreement. When Qwest claims extraordinary
circumstances exist, it must apply to the Commission for approval of such
charges by showing that (WSP) alone is the sole cause of such construction.
Qwest shall initiate such proceeding within ten (10) calendar Days of notifying
(WSP) in writing that it will not construct the requested facilities, or within ten (10)
calendar Days of notice from (WSP) in writing that Qwest must either commence
construction of the facilities or initiate such proceeding with the Commission. In
this proceeding, Qwest shall not object to using the most expeditious procedure
available under state law, rule or regulation. Qwest shall be relieved of its
obligation of constructing such facilities during the pendency of the proceeding
before the Commission. If the Commission approves such charges, Qwest and
(WSP) will share costs in proportion to each Party's use of the overall capacity of
the route involved. Qwest and (WSP) may also choose to work in good faith to
identify and locate alternative routes that can be used to accommodate (WSP)
forecasted build. Extraordinary circumstances include , but are not limited to,
natural obstructions such as lakes, rivers, or steep terrain, and legal obstructions
such as governmental, federal, Native American or private rights of way. The
standard Qwest forecast period of six (6) months may not apply under these
circumstances. Construction Charges shall not apply in the event that
construction is an augment of an existing route.
2.4.8 Testing
2.4.Acceptance Testing. At the time of installation of a Type 1 trunk
group, and at no additional charge, acceptance tests will be performed to ensure
that the service is operational and. meets the applicable technical parameters.
2.4.Testing Capabilities
2.4.Type 1 acceptance testing is provided where equipment is
available, with the following test lines: seven-digit access to balance (100
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type), milliwatt (102 type), nonsynchronous or synchronous, automatic
transmission measuring (105 type), data transmission (107 type), loop-
around , short circuit, open circuit, and non-inverting digital loop back (108
type), and such other acceptance testing that may be needed to ensurethat the service is operational and meets the applicable technical
parameters.
2.4.In addition to Type 1 acceptance testing, other tests are
available (e.g., additional cooperative acceptance testing, automatic
scheduled testing, cooperative scheduled testing, manual scheduled
testing, and non-scheduled testing) at the applicable rates found in
Miscellaneous Charges as listed the applicable tariff, catalog, or price list.
Testing fees will be paid by (WSP) when requesting testing.
2.4.8.Repair Testing. At the time of repair of a Type 1 trunk
group, at no additional charge, tests will be performed to ensure that the
service is operational and meets the applicable technical parameters.
2.4.Mileage Measurement. Where required, the mileage measurement for
Type 1 rate elements is determined in the same manner as the mileage measurement
for V & H methodology as outlined in NECA Tariff No.
Reciprocal Compensation
Interconnection Facility Options
The Reciprocal Compensation Provisions of this Agreement shall apply to
the exchange of Local Traffic between (WSP)'s network and Qwest's network. Where
either Party interconnects and delivers traffic to the other from third parties, each Party
shall bill such third parties the appropriate charges pursuant to its respective Tariffs
Price Lists or contractual offerings for such third party terminations. Absent a separately
negotiated agreement to the contrary, the Parties will directly exchange traffic between
their respective networks without the use of third party transit providers.
Entrance Facilities and Trunking
Recurring and nonrecurring rates for Entrance Facilities and
trunking are specified in Exhibit A and will apply for those DSO, DS1 or DS3
facilities dedicated to use by Type 1 Service.
If (WSP) chooses to use an existing facility purchased as Private
Line Transport Service from the state or FCC Access Tariffs, the rates from those
Tariffs will apply.
1.4
Intentionally Left Blank
Direct Trunked Transport is available as follows:
1.4.Direct Trunked Transport (DTT) is available between the Serving
Wire Center of the POI and Qwest's End Office Switches. The applicable rates
are described in Appendix A. DTT facilities are provided as dedicated DSO, DS1
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or DS3 facilities.
1.4.Mileage shall be measured for DTT based on V&H coordinates
between the Serving Wire Center of the POI and the Qwest End Office.
1.4.Fixed and Per Mile Charges per DSO, DS1 and DS3 are
applicable and are defined for DTT in Appendix A of this Agreement.
2 Trunk Rearrangement Nonrecurring Charges
Nonrecurring charges for rearrangement may be assessed by the
provider for each Type 1 trunk rearrangement ordered, as identified in Section 5.3.4 of
the Exchange & Network Services Tariff.
Miscellaneous Charges
Cancellation charges will apply to cancelled Type 1 trunk orders, based
upon the critical dates, terms and conditions in accordance with the Access Service
Tariff Section 5., and the Trunk Nonrecurring Charges referenced in this Agreement.
Expedite requests for trunk orders are allowed. Expedites are requests
for intervals that are shorter than the interval defined in Qwest's Service Interval Guide
(SIG) or Individual Case Basis (ICB) due date. Charges as set forth in State Access
Tariffs apply for expedites.
Construction charges are described in Section 19 and charges are
contained in Exhibit A of this Agreement.
3.4 "Other Miscellaneous Charges will be applied as discussed in the
definition of Miscellaneous Charges.
Multiplexing
3.4.
Exhibit A.
Multiplexing options (DS1/DS3 MUX) are available at rates described in
Channel Performance
Conditioning to extend signaling on a two-wire analog channel
when the Serving Wire Center is not the Dial Tone Office.
Connectivity
Connectivity The equipment at the Dial Tone Office which connects the
channel to the Company s switch.
Dial Outpulsing
Dial Outpulsing Analog or digital equipment at the Dial Tone Office which
transmits the digits of the dialed number to the Carrier on land to mobile calls.
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Facilities Credit
When (WSP) leases facilities from Qwest for Entrance Facility (EF), Direct
Trunked Transport (DTT) and Multiplexing, Qwest's charges shall be adjusted to account
for the portion of the facility used to transport traffic originated by Qwest's End User
Customers to (WSP), as follows.
A credit will be calculated by multiplying the sum of the total
monthly two way channel facility for the EF, DTT, and multiplexer state specific
charges by a Percent Local Usage 2B(PLU 28) factor of 0.185 (eighteen and one
half percent). This PLU 2B factor can be updated every six months subject to
review, and validation by Qwest, based on a three-month study of actual usage of
Qwest originated land to mobile traffic to total traffic exchanged between the
Parties. This factor will be supplied to Qwest thirty (30) Days prior to its effective
date. If (WSP) does not supply a new factor, the previous factor will remain in
effect until the next update. This credit will be applied each month for the term of
this Agreement.
The Parties agree that the Facilities Credit is intended to apply
only to 2-way Type 1 Interconnection facilities.
Local Traffic
Bill and Keep
Each Party shall terminate local and extended area service calls
on a mutual exchange of traffic basis, at no charge to the originating provider.
10 Non-Local Traffic
10.Applicable Qwest Switched Access Tariff rates apply to Non-Local Traffic
routed to an End Office. Applicable Qwest Switched Access Tariff rates also apply to
InterMTA and Roaming traffic originated by, or terminating to, Qwest. Relevant rate
elements could include Direct Trunked Transport, Tandem switching, Tandem
Transmission , and Local switching, as appropriate.
10.The completion of Non-Local calls is based on the location of the
Wireless subscriber and Qwest landline end user traffic originating and terminating
outside of the CMRS defined Local Calling Area and for roaming traffic, the rates found
in the applicable interstate Switched Access Tariff are applicable.
Signaling Parameters
11.Inband Multifrequency (MF) wink start signaling will be used with Type 1.
Ordering
6.4.When ordering Type 1 Service, the ordering Party shall specify requirements on
the Access Service Request: (ASR) 1) the type and number of Type 1 Interconnection facilities
to terminate at the Point of Interconnection in the Serving Wire Center; 2) the type of interoffice
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transport, (Le., Direct Trunked Transport ); and 3) any optional features. When the ordering
Party requests facilities, routing, or optional features different than those determined to be
available, the Parties will work cooperatively in determining an acceptable configuration, based
on available facilities, equipment and routing plans.
6.4.. For each NXX code assigned to (WSP) by the NANPA, (WSP) will provide Qwestwith the CLLI codes of the Qwest End Office and (WSP)'s Point of Interface to which trafficassociated with the NXX will be routed. For NXX codes assigned to existing Type 1 trunk
groups, (WSP).wili also provide Qwest with the Qwest assigned Two-Six Code aka Trunk Group
Serial Number (TGSN) to which each NXX will be routed.
6.4.When (WSP) has a DS3 Entrance Facility or has purchased a DS3 private line
facility, (wSPl will order the appropriate DS1 facility required and identify the channels of the
DS3 to be used to provide circuit facility assignments. Also, if (WSP) has a DS1 Entrance
Facility or has purchased a DS1 private line facility, (WSP) will be responsible for identification
of the DSO channels of the DS1 private line to be used to provide circuit facility assignment.
6.4.4 A joint planning meeting will precede (WSP) orders for Type 1 Interconnection at
new Points of Interconnection (POls). These meetings will result in agreement and commitment
that both Parties can implement the proposed plan and the transmittal of Access Service
Requests (ASRs) to initiate order activity.
6.4.Service intervals and due dates for initial establishment of trunking arrangements
at each location of Interconnection between the Parties will be determined on an Individual
Case Basis.
6.4.6 Service intervals and due dates for the establishment of subsequent trunking
arrangements for Interconnection between the Parties , will be in accordance with the guidelines
for Type 1 contained in the Wireless Carrier Resource Guide, available on Qwest's web site:
http://www.awest.com/whoiesale/pcatiwireless.htmi
6.4.(WSP) may cancel an order for Type 1 service at any time prior to notification by
Qwest that service is available for (WSP)'s use, subject to cancellation charges described in
State Access Tariffs. If (WSP) is unable to accept Type 1 Service within thirty (30) calendar
Days after the original service date, (WSP) has the following options:
6.4.The order for Type 1 Service will be cancelled, and cancellation charges
will apply, or Billing for the service will commence.
6.4.In such instances, the cancellation date or the date billing is to
commence, depending on which option is selected by (WSP), will be the 31st calendar
Day beyond the original service date of the order for Type 1 Service.
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Section 8
Unbundled Network Elements
SECTION 8.0 - Intentionally Left Blank
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Section 9
Ancillary Services
SECTION 0 - ANCILLARY SERVICES
Local Number Portability
Managed Cuts
Local Number Portability (LNP) is defined by the FCC as the ability of
users of Telecommunications Services to retain, at the same location, existing
telecommunications numbers without impairment of quality, reliability, or convenience
when switching from one Telecommunications Carrier to another.
(WSP) may order the LNP Managed Cut, as described in Section 9.
Parties understand that LNP order activity may be coordinated in
order to ensure that the end user is provided with uninterrupted service. If the
Party porting the telephone number experiences problems with its Port, and
needs to delay or cancel the Port, that Party shall notify the other Party
immediately. Parties will work cooperatively and take prompt action to delay or
cancel the Port in accordance with industry (LNPA's Working Group) accepted
procedures to minimize End User Customer service disruptions.
LNP Managed Cut: A Managed Cut permits (WSP) to select a project
managed cut for LNP. Managed Cuts are offered on a 24 X 7 basis.
The date and time for the managed cut requires up-front planning
and may need to be coordinated between Qwest and (WSP). All requests will be
processed on a first come, first served basis and are subject to Qwest's ability to
meet a reasonable demand. Considerations such as system downtime, switch
upgrades, switch maintenance, and the possibility of other WSPs requesting the
same FDT in the same switch (switch contention) must be reviewed. In the event
that any of these situations would occur, Qwest will coordinate with (WSP) for an
agreed upon FDT, prior to issuing the Firm Order Confirmation (FOC). In special
cases where a FDT must be agreed upon, the interval to reach agreement will
not exceed two (2) Days. In addition, standard intervals will apply.
(WSP) shall request a Managed Cut by submitting a Local Service
Request (LSR) and designating this order as a Managed Cut in the remarks
section of the LSR form. WSP must also populate Manual IND field with the
letter Y.
(WSP) will incur additional charges for the Managed Cut
dependent upon the FDT. The rates are based upon whether the request is
within Qwest's normal business hours or out of hours. Qwest's normal business
hours are 7:00 a.m. to 7:00 p., end user local time , Monday through Friday.
The rate for Managed Cuts during normal business hours is the standard rate.
The rate for Managed Cuts out of hours , except for Sundays and Holidays, is the
overtime rate. Sundays and Holidays are at premium rate.
3.4 Charges for Managed Cuts shall be based upon actual hours
worked in one half (%) hour increments. Exhibit A of this Agreement contains the
rates for Managed Cuts. (WSP) understands and agrees that in the event (WSP)
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does not make payment for Managed Cuts, unless disputed as permitted under
Section 5.4 of the Agreement, Qwest shall not accept any new LSR requests for
Managed Cuts.
Qwest will schedule the appropriate number of employees prior to
the cut, normally not to exceed three (3) employees, based upon information
provided by (WSP). (WSP) will also have appropriate personnel scheduled forthe negotiated FDT. If (WSP)'s information is modified during the cut, and , as a
result, non-scheduled employees are required, (WSP) shall be charged a three
(3) hour minimum callout charge per each additional non-scheduled employee.
the cut is either cancelled, or supplemented (supp) to change the due date,
within twenty-four (24) hours of the negotiated FDT, (WSP) will be charged a one
person three (3) hour minimum charge. If the cut is cancelled due to a Qwest
error or a new due date is requested by Qwest , within twenty-four (24) hours of
the negotiated FDT, Qwest may be charged by (WSP) one person three (3) hour
minimum charge as set forth in Exhibit A.
In the event that the LNP Managed Cut LNP conversion is not
successful, (WSP) and Qwest agree to isolate and fix the problem in a timeframe
acceptable to (WSP) or the Customer. If the problem cannot be corrected within
an acceptable timeframe to (WSP) or the Customer, (WSP) may request the
restoral of Qwest service for the ported ~ustomer. Such restoration shall begin
immediately upon request. If (WSP) is in error then a supplemental order shall
be provided to Qwest. If Qwest is in error, no supplemental order or additional
order will be required of (WSP).
Qwest shall ensure that any LNP order activity requested in
conjunction with a Managed Cut shall be implemented in a manner that avoids
interrupting service to the end user, including, without limitation, ensuring that the
end user s Qwest Loop will not be disconnected prior to confirmation that
telephone number has been successfully ported.
Query Service
Qwest shall perform default LNP queries where (WSP) is unable to
perform its own query. (WSP) shall perform default LNP queries where Qwest is unable
to perform its own query. Qwest query services and charges are defined in Qwest'
FCC Tariff #1 , Section 13.19., including End Office and Tandem Default Query
Charges which are contained in Tariff Section 13 (Miscellaneous Service).
A Party shall be charged for a LNP query by the other Party only if the
Party to be charged is the N-1 carrier and it was obligated to perform the LNP query but
failed to do so. Parties are not obligated to perform the LNP query prior to the first Port
requested in a NXX.
911/E911 Service
Compliance with FCC Docket 94-102 necessitates the integration of
Wireless calls to the E911 network, which is separate from the Type 1 Interconnection.
This E911 connectivity must be between the Wireless Carrier switch and the
appropriate 911 selective router and must include provisions for the delivery of the
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Wireless End User Customer s call back telephone number and the location of the
originating cell tower for Phase I and the X, Y coordinate, within 157 meters, of the
calling party in lieu of the originating cell tower location, for Phase II. It is the Wireless
Carriers responsibility to arrange for compliance with this section of FCC 94-102. The
Parties will cooperate in the joint provision of Wireless E911 service, to include the
provisioning of the network and Automatic Location Identification (All)) Database, under
a separate agreement, which is compliant with the requirements of FCC docket 94-102
when a qualifying Public Safety Answering Point (PSAP) requests such service.
Intentionally Left Blank.
Access to Poles, Ducts, Conduits, and Rights of Way
9.4.Access to Poles, Ducts, Conduits and Rights of Way see Exhibit D for Terms and
Conditions and Exhibit A for rates.
Construction Charges
Qwest will conduct an individual financial assessment of any request that
requires construction of network capacity, facilities, or space.. When Qwest constructs
to fulfill (WSP)'s request Qwest will bid this construction on a case-by-case basis. Qwest
will charge for the construction through nonrecurring charges and a term agreement for
the remaining recurring charge, as described in the Construction Charges Section.
When (WSP) orders the same or substantially similar service available to Qwest End
User Customers , nothing in this Section shall be interpreted to authorize Qwest to
charge (WSP) for special construction where such charges are not provided for in a
Tariff or where such charges would not be applied to a Qwest End User Customer.
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Section 10
Network Security
SECTION 10.0 - NETWORK SECURITY
10.Protection of Service and Property. Each Party shall exercise the same degree of
care to prevent harm or damage to the other Party and any third parties, its employees, agents
or End User Customers, or their property as it employs to protect its own personnel , End User
Customers and property, etc.
10.Each Party is responsible to provide security and privacy of communications. This
entails protecting the confidential nature of Telecommunications transmissions between End
User Customers during technician work operations and at all times. Specifically, no employee,
agent or representative shall monitor any circuits except as required to repair or provide service
of any End User Customer at any time. Nor shall an employee, agent or representative disclose
the nature of overheard conversations, or who participated in such communications or even that
such communication has taken place. Violation of such security may entail state and federal
criminal penalties , as well as civil penalties. (WSP) is responsible for covering its employees on
such security requirements and penalties.
10.The Parties' Telecommunications networks are part of the national security
network, and as such, are protected by federal law. Deliberate sabotage or disablement of any
portion of the underlying equipment used to provide the network is a violation of federal statutes
with severe penalties, especially in times of national emergency or state of war. The Parties are
responsible for covering their employees on such security requirements and penalties.
10.4 Each Party is responsible for the physical security of its employees, agents or
representatives. Providing safety glasses, gloves, etc. must be done by the respective
employing Party. Hazards handling and safety procedures relative to the Telecommunications
environment is the training responsibility of the employing Party. Proper use of tools, ladders,
and test gear is the training responsibility of the employing Party.
10.In the event that one Party's employees , agents or representatives inadvertently
damage or impair the equipment of the other Party, prompt notification will 'be given to the
damaged Party by verbal notification between the Parties' technicians at the site or by
telephone to each Party's 24 x 7 security numbers.
10.Qwest and (WSP) employees agents and vendors will display the
identification/access card above the waist and visible at all times.
10.Qwest and (WSP) shall ensure adherence by their employees, agents and vendors
to all applicable Qwest environmental health and safety regulations. This includes all fire/life
safety matters, OSHA, EPA, Federal, State and local regulations, including evacuation plans
and indoor air quality.
10.Revenue Protection. Qwest shall make available to (WSP) all present and future
fraud prevention or revenue protection features. These features include , but are not limited to,
screening codes, information digits '29' and '70' which indicate prison and COCOT pay phone
originating line types respectively; call blocking of domestic, international, 800, 888 , 900, NPA-
976, 700 and 500 numbers. Qwest shall additionally provide partitioned access to fraud
prevention, detection and control functionality within pertinent Operations Support Systems
which include but are not limited to LlDB Fraud monitoring systems.
10.Uncollectable or un billable revenues resulting from, but not confined to,
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Provisioning, maintenance, or signal network routing errors shall be the responsibility of
the Party causing such error or malicious acts, if such malicious acts could have
reasonably been avoided.
10.To the extent that incremental costs are directly attributable to a revenue
protection capability requested by (WSP), those costs will be borne by (WSPJ,
10.To the extent that either Party is liable to any toll provider for fraud and to
the extent that either Party could have reasonably prevented such fraud, the Party who
could have reasonably prevented such fraud must indemnify the other for any fraud due
to compromise of its network (e., clip-on, missing information digits, missing toll
restriction, etc.
10.8.4 If Qwest becomes aware of potential fraud with respect to (WSPJ's
accounts, Qwest will promptly inform (WSP) and, and the direction of (WSP), take
reasonable action to mitigate the fraud where such action is possible.
10.Law Enforcement Interface. Qwest provides emergency assistance to 911 centers
and law enforcement agencies seven (7) Days a week/twenty-four (24) hours a Day.
Assistance includes, but is not limited to, release of 911 trace and subscriber information; in-
progress trace requests; establishing emergency trace equipment, release of information from
an emergency trap/trace or *57 trace; requests for emergency subscriber information;
assistance to law enforcement agencies in hostage/barricade situations , kidnappings, bomb
threats, extortion/scams, runaways and life threats.
10.10 Qwest provides trap/trace, pen register and Title III assistance directly to law
enforcement, if such assistance is directed by a court order. This service is provided during
normal business hours, Monday through Friday. Exceptions are addressed in the above
paragraph. The charges for these services will be billed directly to the law enforcement agency,
without involvement of (WSP) , for any lines served from Qwest Wire Centers or cross boxes.
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Section 11
Access to ass
SECTION 11.0 -ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)
11.Description
11.Qwest has developed OSS interfaces using an electronic gateway solution
consistent with the design prescribed by the FCC, Docket 96-98, FCC 96-325, paragraph 527.
These gateways act as a mediation or control point between rwSprs and Qwest's Operations
Systems. These gateways provide security for the interface, protecting the integrity of the
Qwest network and its databases. Qwest's operational systems interfaces have been
developed to support Pre-ordering, Ordering and Provisioning, Maintenance and Repair and
Billing. Included below is a description of the products and functions supported by Qwest OSS
interfaces and the technology used by each.
11.OSS Support for Pre-Ordering, Ordering and Provisioning
11.ASR (Access Service Request) Ordering Process
11.Qwest proposes the use of existing systems for orders placed using the
ASR (Access Service Request) process. Systems in place today (EXACT) adhere to the
existing standards directed by OBF (Ordering and Billing Forum). EXACT has an
interface that accepts batch files via ConnectDirect from customers. It is the rwSP)'s
responsibility to obtain the appropriate software to access and interface with Qwest
systems.
11.An alternative system managed by Qwest is one that customers access
via dial-up. This system , TEllS, allows customers to directly input ASRs into a secured
database and the customer can manage their ASRs accordingly. TEllS interfaces
through a batch file process with EXACT to correctly process ASRs. It is the rwSP)'s
responsibility to obtain the appropriate software to access and interface with Qwest
systems.
11.
TEllS.
Type 1 Interconnection can be ordered electronically via EXACT and
11.Functions
11.Access Service Request (ASR)
11.The ASR transaction allows rwSP) to submit an order.
11.Firm Order Confirmation (FOC)
11.
11.Once an ASR is accepted by Qwest, the assigned service order
number(s) is returned to rwSP). Firm Order Confirmation means that Qwest has
received the ASR, issued the order and assigned an order number for tracking.
In addition, it identifies the due dates Qwest assigns to the order.
Facility Based EDI Listing Process
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11.The Facility Based EDI Listing Process is a single interface from (WSP) to
Qwest. This interface is compliant with OBF ASOG and ANSI ASC X.12 standards
version 4010. This interface enables (WSP) listing data to be translated and passed intothe Qwest listing database. After Qwest's daily batch processing, a
Confirmation/Completion record (for every PON provided on input) is returned to (WSP)
via an EDI 855 transaction.
11.Qwest will continue to make improvements to the electronic interfaces as
the technology evolves, providing notification to (WSP) consistent with the provisions of
this Section.
11.Hours of Operation
11.Qwest Operational Support Systems will be available to (WSpr consistent with the
Qwest retail operations and internal processes that support pre-ordering, ordering and
provisioning, maintenance and repair, and billing as they are described in this Agreement.
11.Billing
11.4.For products billed out of the Qwest lABS' system , Qwest will utilize the existing
CABS/BaS format and technology for the transmission of bills.
11.Outputs
11.lABS Bill - The lABS (Interexchange Access Billing System) Bill includes monthly
and one time charges plus a summary of any usage charges. These bills are segmented by
product, LATA, billing account number (BAN) and bill cycle. The lABS Bill media is only
provided in the following media:
Paper
NDM (Dedicated Circuit or dial-up)
Internet/WEB (read only)
Diskette
11.Modifications to OSS Interfaces
11.(WSP) and Qwest agree to discuss the modification of ass interfaces based upon
evolving standards (e., data elements, protocols, transport networks, etc.) and guidelines
issued by or referenced by relevant Alliance for Telecommunication Industry Solution (ATIS)
Committees. Establishment of new, or changes to industry standards and guidelines will be
reviewed on no less than a quarterly basis commencing on the effective date of this Agreement.
This review will consider standards and guidelines that have reached final closure as well as
those published in final form. Both Parties agree to evaluate evolving standards and determine
the relevant modification to be implemented based upon the latest approved version adopted or
the latest version reflecting final closure by the relevant A TIS committee or subcommittee. The
Parties will use reasonable effort to reach closure upon the necessary changes within no more
than three (3) months of initiating each review and to implement the changes within nine (9)
months or earlier if reasonably possible, unless there is agreement to a different
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implementation schedule.
11.In the course of establishing operational ready system interfaces between Qwest
and (WSP) to support local service delivery, (WSP) and Qwest may need to define and
implement system interface specifications that are supplemental to existing standards. (WSP)
and Qwest will submit such specifications to the appropriate standards committee and will work
towards its acceptance as a standard.
11.Release updates will be based on regulatory obligations as dictated by the FCC or
Commissions and, as time permits, the agreed to changes requested by the FORUM. Qwest
will provide to (WSP) the features list for modifications to the interface ninety (90) Days prior to
any release date. Specifications for interface modifications will be provided to (WSP) three (3)
weeks prior to the release date. (WSP) is required to upgrade to the current release within six
(6) months of the installation date.
11.6.4 This Section constitutes the entirety of the OSS agreement. Nothing beyond what
is described herein should be implied or inferred.
11.(WSP) Responsibilities for Implementation of ass Interfaces
11.Before any (WSP) implementation can begin, (WSP) must completely and
accurately provide detailed information needed by Qwest to establish service for (WSP).
11.Wholesale Services (WS) Systems Help Desk
11.The WS Systems Help Desk will provide a single point of entry for (WSP) to gain
assistance in areas involving connectivity and File Outputs. These areas are further described
below.
11.Connectivity
11.Connectivity covers trouble with (WSP)'s access to the Qwest
System for modem configuration requirements; T1 configuration and dial in string
requirements; firewall access configuration; SecurlD configuration; Profile Setup
and password verification.
11.File Outputs
11.1.2.
Report.
11.The WS Systems Help Desk does not support status or trouble while the
Service Order is processing through the ISC.
File outputs system errors are limited to lABS Bill and Category
11.1.4 Hours of Operation
11.1.4.The WS Systems Help Desk is available Monday through Friday,
6:00 a.m. until 8:00 p.m. Mountain Time, excluding Qwest holidays.
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11.Intentionally Left Blank
11.10 Compensation/Cost Recovery
11.10.Recurring and nonrecurring ass startup charges, as applicable , will be
billed at rates set forth in Exhibit A. Any such rates will be consistent with Existing
Rules. Qwest shall not impose any recurring or nonrecurring ass startup charges
unless and until the Commission authorizes Qwest to impose such charges and/or
approves applicable rates at the completion of appropriate cost docket proceedings.
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Section 12
Maintenance and Repair
SECTION 12.0 - MAINTENANCE AND REPAIR
12.Service Levels
12.Qwest will provide repair and maintenance for all services covered by this
Agreement in substantially the same time and manner as that which Qwest provides for itself, its
End User Customers, its Affiliates, or any other party.
12.During the term of this Agreement, Qwest will provide necessary maintenance
business process support to allow (WSP) to provide similar service quality to that provided by
Qwest to its End User Customers.
12.Qwest will perform repair service that is substantially the same in timeliness and
quality to that which it provides to itself, its End User Customers , its Affiliates, or any other party.
Trouble calls from (WSP) shall receive response time priority that is substantially the same as
that provided to Qwest, its End User Customers, its Affiliates, or any other party and shall be
handled in a nondiscriminatory manner
12.Service Interruptions
12.The characteristics and methods of operation of any circuits , facilities or equipment
of either Party connected with the services, facilities or equipment of the other Party pursuant to
this Agreement shall not: 1) interfere with or impair service over any facilities of the other Party,
its affiliated companies, or its connecting and concurring Carriers involved in its services; 2)
cause damage to the plant of the other Party, its affiliated companies, or its connecting
concurring Carriers involved in its services; 3) violate any applicable law or regulation regarding
the invasion of privacy of any communications carried over the Party's facilities; or 4) create
hazards to the employees of either Party or to the public. Each of these requirements is
hereinafter referred to as an "Impairment of Service
12.If it is confirmed that either Party is causing an Impairment of Service, as set forth
in this Section, the Party whose network or service is being impaired (the "Impaired Party ) shall
promptly notify the Party causing the Impairment of Service (the "Impairing Party") of the nature
and location of the problem. The Impaired Party shall advise the Impairing Party that, unless
promptly rectified, a temporary discontinuance of the use of any circuit, facility or equipment
may be required. The Impairing Party and the Impaired Party agree to work together to attempt
to promptly resolve the Impairment of Service. If the Impairing Party is unable to promptly
remedy the Impairment of Service, the Impaired Party may temporarily discontinue use of the
affected circuit, facility or equipment.
12.To facilitate trouble reporting and to coordinate the repair of the service provided
by.each Party to the other under this Agreement, each Party shall designate a repair center for
such service.
12.2.4 Each Party shall furnish a trouble reporting telephone number for the designated
repair center. This number shall give access to the location where records are normally located
and where current status reports on any trouble reports are readily available. If necessary,
alternative out-of-hours procedures shall be established to ensure access to a location that is
staffed and has the authority to initiate corrective action.
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12.Before either Party reports a trouble condition, it shall use its best efforts to isolate
the trouble to the other s facilities.
12.In cases where a trouble condition affects a significant portion of the
other service, the Parties shall assign the same priority provided to other
interconnecting (WSP)s and itself.
12.The Parties shall cooperate in isolating trouble conditions.
12.Trouble Isolation
12.(WSP) is responsible for its own End User Customer base and will have the
responsibility for resolution of any service trouble report(s) from its End User Customers. (WSP)
will perform trouble isolation on services it provides to its End User Customers to the extent the
capability to perform such trouble isolation is available to (WSP), prior to reporting trouble to
Qwest. Qwest will work cooperatively with (WSP) to resolve trouble reports when the trouble
condition has been isolated and found to be in a portion of Qwest's network. Qwest and (wSP)
will report trouble isolation test results to each other. Each Party shall be responsible for the
costs of performing trouble isolation on its facilities.
12.A Maintenance of Service charge shall apply if the trouble is not in Qwest's
facilities, including Qwest's facilities leased by (wSP). Maintenance of Service charges are set
forth in Exhibit A. When trouble is found on Qwest's side of the Point of Interface during the
investigation of the initial or repeat trouble report for the same line or circuit within thirty (30)
Days, Maintenance of Service charges shall not apply again.
12.Work Center Interfaces
12A.Qwest and (WSP) shall work cooperatively to develop positive, close working
relationships among corresponding work centers involved in the trouble resolution processes.
12.Misdirected Repair Calls
12.(WSP) and Qwest will employ the following procedures for handling misdirected
repair calls:
12.(WSP) and Qwest will provide their respective End User Customers with
the correct telephone numbers to call for access to their respective repair bureaus.
12.End User Customers of (WSP) shall be instructed to report all cases of
trouble to (WSP). End User Customers of Qwest shall be instructed to report all cases of
trouble to Qwest.
12.To the extent the correct provider can be determined, misdirected repair
calls will be referred to the proper provider of Basic Exchange Telecommunications
Service.
12.(WSP) and Qwest will provide their respective repair contact numbers to
one another on a reciprocal basis.
12.In responding to repair calls, neither Party shall make disparaging
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remarks about each other, nor shall they use these repair calls as the basis for internal
referrals or to solicit End User Customers to market services. Either Qwest or (WSP)
may respond with accurate information in answering End User Customer questions.
12.Major Outages/Restoral/Notification
12.Qwest will notify (WSP) of major network outages in substantially the same time
and manner as it provides itself, its End User Customers , its Affiliates, or any other party. This
notification will be via e-mail to (WSPJ's identified contact. With the minor exception of certain
Proprietary Information, Qwest will utilize the same thresholds and processes for external
notification as it does for internal purposes. This major outage information will be sent via e-
mail on the same schedule as is provided internally within Qwest. The email notification
schedule shall consist of initial reports of abnormal condition and estimated restoration
time/date, abnormal condition updates, and final disposition. Service restoration will be non-
discriminatory, and will be accomplished as quickly as possible according to Qwest and/or
industry standards.
12.Qwest will meet with associated personnel from (WSP) to share contact information
and review Qwest's outage restoral processes and notification processes.
12.Qwest's emergency restoration process operates on a 7X24 basis.
12.Protective Maintenance
12.Qwest will perform scheduled maintenance of substantially the same quality to that
which it provides to itself, its End User Customer, its Affiliates, or any other party.
12.Qwest will work cooperatively with (WSP) to develop industry-wide processes to
provide as much notice as possible to (WSP) of pending maintenance activity. Qwest shall
provide notice of potentially (WSPJ's End User Customer impacting maintenance activity, to the
extent Qwest can determine such impact, and negotiate mutually agreeable dates with (WSP) in
substantially the same time and manner as it does for itself, its End User Customers, its
Affiliates, or any other party.
12.Qwest shall advise (WSP) of non-scheduled maintenance, testing, monitoring, and
surveillance activity to be performed by Qwest on any Services, including, to the extent Qwest
can determine, any hardware, equipment, software, or system providing service functionality
which may potentially impact (WSP) and/or (WSPJ's End User Customers. Qwest shall provide
the maximum advance notice of such non-scheduled maintenance and testing activity possible
under the circumstances; provided, however, that Qwest shall provide emergency maintenance
as promptly as possible to maintain or restore service and shall advise (WSP) promptly of any
such actions it takes.
12.Hours of Coverage
12.1 Qwest's repair operation is seven days a week, 24 hours a day. Not all functions
or locations are covered with scheduled employees on a 7X24 basis. Where such 7X24
coverage is not available , Qwest's repair operations center (always available 7X24) can call-out
technicians or other personnel required for the situation.
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Section 12
Maintenance and Repair
12.Escalations
12.Qwest will provide trouble escalation procedures to (wSP). Such procedures will
be substantially the same type and quality as Qwest employs for itself, its End User Customers
its Affiliates, or any other party. Qwest escalations are manual processes.
12.Qwest repair escalations may be initiated by either calling the trouble-reporting
center or through the electronic interfaces. Escalations sequence through five tiers: tester, duty
supervisor, manager, director, vice president. The first escalation point if the tester. (wSP) may
request escalation to higher tiers in its sole discretion. Escalation status is available through
telephone and the electronic interfaces.
12.10 Dispatch
12.10.Qwest will provide maintenance dispatch personnel in substantially the same time
and manner as it provides for itself, its End User Customers, its Affiliates, or any other party.
12.10.Upon the receipt of a trouble report from (WSP), Qwest will follow internal and
industry standards to resolve the repair condition. Qwest will dispatch repair personnel on
occasion to repair the condition. It will be Qwest's decision whether or not to send a technician
out on a dispatch. Qwest reserves the right to make this dispatch decision based on the best
information available to it in the trouble resolution process. It is not always necessary to
dispatch to resolve trouble. Should (WSP) require a dispatch when Qwest believes the dispatch
is not necessary, appropriate charges will be billed by Qwest to (WSP) for those dispatch-
related costs in accordance with Exhibit A Maintenance of Service charges if Qwest can
demonstrate that the dispatch was in fact unnecessary to the clearance of trouble or the trouble
is identified to be caused by (WSP) facilities or equipment.
12.11 Electronic Reporting
12.11.(WSP) may submit Trouble Reports through the Electronic Bonding or GUI
interfaces provided by Qwest.
12.11.The status of manually reported trouble may be accessed by (WSP) through
electronic interfaces.
12.12 Intervals/Parity
12.12.Trouble conditions reported on behalf of (WSP) will receive commitment intervals in
substantially the same time and manner as Qwest provides for itself, its End User Customers
its Affiliates , or any other party.
12.13 Jeopardy Management
12.13.Qwest will notify (WSP) in substantially the same time and manner as Qwest
provides this information to itself, its End User Customers, its Affiliates, or any other party that a
trouble report commitment (appointment or interval) has been or is likely to be missed. At
(WSprs option , notification may be sent by email or fax. (WSP) may telephone Qwest repair
center or use the electronic interfaces to obtain jeopardy status.
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Section 12
Maintenance and Repair
12.14 Trouble Screening
12.14.(WSP) shall screen and test its End User Customer s trouble reports completely to
insure, to the extent possible, that it sends to Qwest only trouble reports that involve Qwest
facilities. For services and facilities where the capability to test all or portions of the Qwest
network service or facility rest with Qwest, Qwest will make such capability available to (WSP) to
perform appropriate trouble isolation and screening.
12.14.Qwest will cooperate with (WSP) to show (WSP) how Qwest screens trouble
conditions in its own centers, so that (WSP) will employ similar techniques in its centers.
12.15 Maintenance Standards
12.15.Qwest will cooperate with (WSP) to meet the maintenance standards outlined in
this Agreement.
12.15.On manually reported trouble , Qwest will inform (WSP) of repair completion in
substantially the same time and manner as Qwest provides to itself, its End User Customers, its
Affiliates, or any other party. On electronically reported trouble reports the electronic system will
automatically update status information, including trouble completion, across the joint electronic
gateway.
12.16 End User Customer Interfaces
12.16.(WSP) will be responsible for all interactions with its End Users Customers
including service call handling and notifying its End User Customers of trouble status and
resolution.
12.17 Single Point of Contact
12.17.Qwest will provide a single point of contact for (WSP) to report maintenance issues
and trouble reports seven days a week, twenty-four hours a day. A single 7X24 trouble
reporting telephone number will be provided to (WSP) for each category of trouble situation
being encountered.
12.18 Network Information
12.18.Qwest maintains an information database, available to (WSP) for the purpose of
allowing (WSP) to obtain information about Qwest's NPAs, LATAs, Access Tandems and
Central Offices.
12.18.
Web site.
This database is known as the ICONN database, available to (WSP) via Qwest'
12.18.NXX Activity Reports are included in this database.
12.18.4 ICONN is updated in substantially the same time and manner as Qwest updates
the same data for itself, its End User Customer, its Affiliates, or any other party.
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Section 12
Maintenance and Repair
12.19 Maintenance Windows
12.19.Generally, Qwest performs major switch maintenance activities off-hours, during
certain "maintenance windows
12.19.Generally, the maintenance window is between 10:00 p.m. through 6:00 am
Monday through Friday, and Saturday 10:00 p.m. through Monday 6:00 am, Mountain Time.
12.19.Although Qwest normally does major switch maintenance during the above
maintenance window, there will be occasions where this will not be possible.
12.19.4 Planned generic upgrades to Qwest switches are included in the ICONN database,
available to (WSP) via Qwest's Web site.
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Section 13
Access To Telephone Numbers
SECTION 13.0 - ACCESS TO TELEPHONE NUMBERS
13.Nothing in this Agreement shall be construed in any manner to limit or otherwise
adversely impact either Party's right to request an assignment of any NANP number resources
including, but not limited to, Central Office (NXX) Codes pursuant to the Central Office Code
Assignment Guidelines published by the Industry Numbering Committee (INC) as INC 95-0407-
008 (formerly ICCF 93-0729-010) and Thousand Block (NXX-X) Pooling Administration
Guidelines INC 99-0127 -023, when these Guidelines are implemented by the FCC
Commission Order. The latest version of the Guidelines will be considered the current
standard.
13.North American Numbering Plan Administration (NANPA) has transitioned to
NeuStar. Both Parties agree to comply with Industry guidelines and Commission rules,
including those sections requiring the accurate reporting of data to the NANPA.
13.It shall be the responsibility of each Party to program and update its own switches
and network systems pursuant to the Local Exchange Routing Guide (LERG) to recognize and
route traffic to the other Party's assigned NXX or NXX-X codes. Neither Party shall impose any
fees or charges on the other Party for such activities. The Parties will cooperate to establish
procedures to ensure the timely activation of NXX assignments in their respective networks.
13.4 Each Party is responsible for administering numbering resources assigned to it.
Each Party will cooperate to timely rectify inaccuracies in its LERG data. Each Party is
responsible for updating the LERG data for NXX codes assigned to its switches. Each Party
shall use the LERG published by Telcordia or its successor for obtaining routing information and
shall provide through an authorized LERG input agent, all required information regarding its
network for maintaining the LERG in a timely manner.
13.Each Party shall be responsible for notifying its End User Customers of any
changes in numbering or dialing arrangements to include changes such as the introduction of
new NPAs.
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Section 14
Local Dialing Parity
SECTION 14.0 - LOCAL DIALING PARITY
14.The Parties shall provide local dialing parity to each other as required under
Section 251 (b )(3) of the Act. Qwest will provide local dialing parity to competing Carriers of
telephone Exchange Service and telephone Toll Service, and will permit all such Carriers to
have non-discriminatory access to telephone numbers, Operator Services (OS), Directory
Assistance (DA), and Directory Listings (DL), with no unreasonable dialing delays. (WSP) may
elect to route all of its End User Customers calls in the same manner as Qwest routes its End
User Customers calls, for a given call type (e., 0, 0+411), or (WSP) may elect to custom
route its End User Customers' calls differently than Qwest routes its End User Customer s calls.
Additional terms and conditions with respect to customized routing are described in this
Agreement
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SECTION 15.0 -Intentionally Left Blank.
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Section 15
Qwest DEX
Section 16
Bona Fide Request Process
SECTION 16.0 . BONA FIDE REQUEST PROCESS
16.Any request for Interconnection or Ancillary service that is not already available as
described in other sections of this Agreement, including but not limited to Exhibit F or any other
Interconnection Agreement, Tariff or otherwise defined by Qwest as a product or service shall
be treated as a Bona Fide Request (BFR). Qwest shall use the BFR Process to determine the
terms and timetable for providing the requested Interconnection or Ancillary services and the
technical feasibility of new/different points of Interconnection. Qwest will administer the BFR
Process in a non-discriminatory manner.
16.A BFR shall be submitted in writing and on the appropriate Qwest form for BFRs.
rwSP1 and Qwest may work together to prepare the BFR form and either Party may request that
such coordination be handled on an expedited basis. . This form shall be accompanied by the
non-refundable Processing Fee specified in Exhibit A of this Agreement. Qwest will refund on-
half of the Processing Fee if the BFR is cancelled within ten (10) business Days of the receipt of
the BFR form. The form will request, and rwSP1 will need to provide, the following information
and may also provide any additional information that may be reasonably necessary in
describing and analyzing rwSP)'s request:
16.technical description of each requested new or different point of
Interconnection or Ancillary service;
16.
16.
the desired interface specification;
each requested type of Interconnection or access;
16.2.4 a statement that the Interconnection or Ancillary service will be used to
provide a Telecommunications Service;
16.
16.
the quantity requested;
the specific location requested;
16.Within two (2) business Days of its receipt, Qwest shall acknowledge receipt of the
BFR and in such acknowledgment advise rwSP1 of missing information, if any, necessary to
process the BFR. Thereafter, Qwest shall promptly advise rwSP1 of the need for any additional
information required to complete the analysis of the BFR. If requested, either orally or in writing,
Qwest will provide weekly updates on the status of the BFR.
16.4 Within twenty-one (21) calendar Days of its receipt of the BFR and all information
necessary to process it, Qwest shall provide to rwSP1 an analysis of the BFR. The preliminary
analysis shall specify Qwest's conclusions as to whether or not the requested Interconnection is
technically feasible.
16.If Qwest determines during the twenty-one (21) Day period that a BFR does not
qualify as an Interconnection or Ancillary service that is required to be provided under the Act or
state law, Qwest shall advise rwSP1 as soon as reasonably possible of that fact, and Qwest
shall promptly, but in no case later than the twenty-one Day period, provide a written report
setting forth the basis for its conclusion.
16.If Qwest determines during such twenty-one (21) Day period that the BFR qualifies
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Bona Fide Request Process
under the Act or state law, it shall notify (WSP) in writing of such determination within ten (10)
calendar Days, but in no case later than the end of such twenty-one (21) Day period.
16.As soon as feasible, but in any case within forty-five (45) calendar Days after
Qwest notifies (WSP) that the BFR qualifies under the Act, Qwest shall provide to (WSP) a BFR
quote. The BFR quote will include, at a minimum, a description of each Interconnection and
Ancillary service, the quantity to be provided , any interface specifications, and the applicable
rates (recurring and nonrecurring) including the separately stated development costs and
construction charges of the Interconnection Ancillary service and any minimum volume and term
commitments required, and the timeframes within which the request will be provisioned.
16.A (WSP) has sixty (60) business Days upon receipt of the BFR quote, to either
agree to purchase under the quoted price, or cancel its BFR.
16.If (WSP) has agreed to minimum volume and term commitments under the
preceding paragraph, (WSP) may cancel the BFR or volume and term commitment at any time
but may be subject to termination liability assessment or minimum period charges.
16.10 If either Party believes that the other Party is not requesting, negotiating or
processing any BFR in good faith , or disputes a determination or quoted price or cost, it may
invoke the Dispute Resolution provision of this Agreement.
16.11 All time intervals within which a response is required from one Party to another
under this Section are maximum time intervals. Each Party agrees that it 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.
16.12 In the event (WSP) has submitted a Request for an Interconnectionor Ancillary
services and Qwest determines in accordance with the provisions of this Section 16 that the
request is technically feasible, subsequent requests or orders for substantially similar types of
Interconnection or Ancillary services by that (WSP) shall not be subject to the BFR process.
the extent Qwest has deployed or denied a substantially similar Interconnection or Ancillary
services under a previous BFR, a subsequent BFR shall not be required and the BFR
application fee shall be refunded immediately. ICB pricing and intervals will still apply for
requests that are not yet standard offerings. For purposes of this Section 16., a "substantially
similar" request shall be one with substantially similar characteristics to a previous request with
respect to the information provided pursuant to Subsections 16.1 through 16.6 of Section
16.2 above. The burden of proof is upon Qwest to prove the BFR is not substantially similar to
a previous BFR.
16.The total cost charged to (WSP) shall not exceed the BFR quoted price.
16.14 Upon request, Qwest shall provide (WSP) with Qwest's supporting cost data and/or
studies for the Interconnection or Ancillary service that (WSP) wishes to order within seven (7)
business Days, except where Qwest cannot obtain a release from its vendors within seven (7)
business Days, in which case Qwest will make the data available as soon as Qwest receives
the vendor release. Such cost data shall be treated as Confidential Information, if requested by
Qwest under the non-disclosure sections of this Agreement.
16.15 Qwest shall make available a topical list of the BFRs that it has received with
(WSP)s under this Agreement. The description of each item on that list shall be sufficient to
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Section 16
Bona Fide Request Process
allow (WSP) to understand the general nature of the product, service , or combination thereof
that has been requested and a summary of the disposition of the request as soon as it is made.
Qwest shall also be required upon the request of (WSP) to provide sufficient details about the
terms and conditions of any granted requests to allow (WSP) to elect to take the same offering
under substantially identical circumstances. Qwest shall not be required to provide information
about the request initially made by (WSP) whose BFR was granted, but must make available the
same kinds of information about what it offered in response to the BFR as it does for other
products or services available under this Agreement. (WSP) shall be entitled to the same
offering terms and conditions made under any granted BFR, provided that Qwest may require
the use of ICB pricing where it makes a demonstration to (WSP) of the need therefore.
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Section 17
Special Request Process
SECTION 17.0 - SPECIAL REQUEST PROCESS
17.Special Request Process shall be used for the following requests:
17.Requesting specific product feature(s) be made available by Qwest that
are currently available in a switch, but which are not activated.
17.Requesting specific product feature(s) be made available by Qwest that
are not currently available in a switch, but which are available from the switch vendor.
17.Any request that requires an analysis of technical feasibility shall be treated as a
Bona Fide Request (BFR), and will follow the BFR Process set forth in this Agreement. The
BFR process shall be used for, among other things, the following:
17.
Agreement.
Requests for Interconnection not already available as described in this
17.A Special Request shall be submitted in writing and on the appropriate Qwest form
which is located on Qwest's website. The form must be completely filled out.
17.
receipt.
Qwest shall acknowledge receipt of the Special Request within 5 business Days of
17.Qwest shall respond with a preliminary analysis, including costs and timeframes
within 15 business Days of receipt of the Special Request. 17.All timeframes will be met
unless extraordinary circumstances arise. In such a situation, (WSP) and Qwest will negotiate a
reasonable response timeframe.
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Section 18
Audit Process
SECTION 18.0 - AUDIT PROCESS
18.Audit" shall mean the comprehensive review of:
18.Data used in the billing process for services performed, including
reciprocal compensation, and facilities provided under this Agreement; and
18.Data relevant to provisioning and maintenance for services performed or
facilities provided by either of the Parties for itself or others that are similar to the
services performed or facilities provided under this Agreement.
18.The data referred to above shall be relevant to any performance indicators that are
adopted in connection with this Agreement, through negotiation, arbitration or otherwise. This
Audit shall take place under the following conditions:
18.Either Party may request to perform an Audit.
18.The Audit shall occur upon thirty.(30) business Days written notice by the
requesting Party to the non-requesting Party.
18.The Audit shall occur during normal business hours.
18.2.4 There shall be no more than two Audits requested by each Party under
this Agreement in any 12-month period.
18.The requesting Party may review the non-requesting Party's records,
books and documents, as may reasonably contain information relevant to the operation
of this Agreement.
18.The location of the Audit shall be the location where the requested
records, books and documents are retained in the normal course of business.
18.All transactions under this Agreement which are over twenty-four (24)
months old will be considered accepted and no longer subject to Audit. The Parties
agree to retain records of all transactions under this Agreement for at least 24 months.
18.Each Party shall bear its own expenses occasioned by the Audit
provided that the expense of any special data collection shall be born by the requesting
Party.
18.The Party requesting the Audit may request that an Audit be conducted
by a mutually agreed-to independent auditor. Under this circumstance, the costs of the
independent auditor shall be paid for by the Party requesting the Audit.
18.10 In the event that the non-requesting Party requests that the Audit be
performed by an independent auditor, the Parties shall mutually agree to the selection of
the independent auditor. Under this circumstance, the costs of the independent auditor
shall be shared equally by the Parties.
18.11 The Parties agree that if an Audit discloses error(s), the Party responsible
for the error(s) shall , in a timely manner, undertake corrective action for such error(s).
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Section 18
Audit Process
All errors not corrected within thirty (30) business Days shall be escalated to the Vice-
President level.
18.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 non-requesting 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 non-requesting Party. To the extent
an Audit involves access to information of other competitors, (wSP) and Qwest will aggregate
such competitors' data before release to the other Party, to insure the protection of the
proprietary nature of information of other competitors. To the extent a competitor is an affiliate
of the Party being audited (including itself and its subsidiaries), the Parties shall be allowed to
examine such affiliates' disaggregated data, as required by reasonable needs of the Audit.
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Section 19
Construction Charges
SECTION 19.0 - CONSTRUCTION CHARGES
19.Qwest will conduct an individual financial assessment of any request which
requires construction of network capacity, facilities, or space for access. When Qwest
constructs to fulfill (WSP)'s request, Qwest will bid this construction on a case-by-case basis.
Qwest will charge for the construction through non-recurring charges and a term agreement for
the remaining recurring charge, as described in the Construction Charges Section of this
Agreement. When the (WSP) orders the same or substantially similar service available to
Qwest End User Customers, nothing in this Section shall be interpreted to authorize Qwest to
charge (WSP) for special construction where such charges are not provided for in a Tariff or
where such charges would not be applied to a Qwest End User Customer.
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Section 20
Network Standards
SECTION 20.0 - NETWORK STANDARDS
20.The Parties recognize that Qwest services and Network Elements have been
purchased and deployed, over time , to Telcordia and Qwest technical standards. Specification
of standards is built into the Qwest purchasing process, whereby vendors incorporate such
standards into the equipment Qwest purchases. Qwest supplements generally held industry
standards with Qwest Technical Publications.
20.The Parties recognize that equipment vendors may manufacture
Telecommunications equipment that does not fully incorporate and may differ from industry
standards at varying points in time (due to standards development processes and consensus)
and either Party may have such equipment in place within its network. Except where otherwise
explicitly stated within this Agreement, such equipment is acceptable to the Parties, provided
said equipment does not pose a security, service or safety hazard to persons or property.
20.Generally accepted and developed industry standards which the Parties agree to
support include, but are not limited to:
20.Switching
GR-954-CORE LlDB
GR-1428-CORE Toll Free Service
GR-305-CORE
GR-1429-CORE
GR-2863-CORE
FR-64 LATA LSSGR
GR-334-CORE Switched Access Service
TR-NWT -000335 Voice Grade Special Access Services
TR-TSY-000529 Public LSSGR
TR-NWT -000505 LSSGR Call Processing
FR-NWT -000271 OSSGR
TR-NWT-001156 OSSGR Subsystem
SR-TSY-001171 System Reliability Analysis
20.Transport
Telcordia FR-440
TR-NWT-000499 (TSGR) Transport Systems Generic Requirements
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Section 20
Network Standards
GR-820-CORE Generic Transmission Surveillance; DS1 and DS3 Performance
GR-253-CORE Synchronous Optical Network Systems (SONET)
TR-NWT -000507 Transmission
TR-NWT-000776 NIDfor ISDN Subscriber Access
TR-INS-000342 High Capacity Digital Special Access Service
ST-TEC-000051 & 52 Telecommunications
Handbooks Volumes 1 & 2
Transmission Engineering
ANSI T1.1 02-1993 Digital Hierarchy - Electrical Interface; Annex B
20.Intentionally Left Blank20.3.4 Local Number Portability
Generic Requirements for SCP Application and GTT Function for Number
Portability, ICC LNP Workshop SCP Generic Requirements Subcommittee.
Generic Switching and Signaling Requirements for Number Portability, Version
, ICC LNP Workshop Switch Generic Requirements Subcommittee
September 4, 1996.
Generic Operator Services Switching Requirements for Number Portability, Issue
, Tech Rep, Illinois Number Portability Workshop, 1996.
Number Portability Operator Services Switching Systems (Revision of T1.TRQ.
1999) T1.TRQ.2001
Number Portability Switching Systems (Revision of T1.TRQ.1999) T1.TRQ.02-
2001
Number Portability Database and Global Title Translation T1.TRQ.03-1999
FCC First Report and Order and Further Notice of Proposed Rulemaking; FCC
96-286; CC Docket 95-116 , RM 8535; Released July 2, 1996;
FCC First Memorandum Opinion and Order on Reconsideration; FCC 97-74; CC
Docket 95-116, RM 8535; Released March 11 , 1997.
FCC Second Report and Order, FCC 97-298; CC Docket 95-116, RM 8535;
Released August 18 , 1997.
FCC Third Report and Order, FCC 98-82; CC Docket 95-116, RM 8535;
Released May 12, 1998.
FCC Wireless LNP deadline to 11/24/03, FCC 02-215; CC Docket 95-116; WT
Docket 01-184; Released July 26 2002.
20.4 The Parties will cooperate in the development of national standards for
Interconnection elements as the competitive environment evolves. Recognizing that there are
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Section 20
Network Standards
no current national standards for Interconnection Network Elements, Qwest has developed its
own standards for some Network Elements, including:
Expanded Interconnection and Collocation for Private Line Transport and Switched
Access Services - #77386
Competitive Local Exchange Carrier Installation/Removal Guidelines - #77390
20.Qwest Technical Publications have been developed to support service offerings,
inform' End User Customers and suppliers , and promote engineering consistency and
deployment of developing technologies. Qwest provides all of its Technical Publications at no
charge via website: http://www.awest.com/techpub/
Qwest now provides all Technical Publications to WSPs for no charge via the internet.
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Section 21
Signature Page
SECTION 21.0 - SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives.
(WSP)Qwest Corporation
Signature Signature
LT. Christensen
Name Printed/TypedName Printed/Typed
Title
Director- Interconnection Agreements
Title
Date Date
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Wireless Type 1 Exhibit A
Idaho
Select the appropriate type of contract below.EAS Local Traffic Reciprocal
For cost docket changes. leave blank:Compensation Election
Interconnection
Entrance Facllltv & Trunkina Charges
Analoa 2-Wire Channels
Wav In land to mobile!MTZ1X $38.$263.
Wav Out (mobile to land). 1000 start MH60X ~38.$263.
Wav Out Ground Start MK60X $38.$263.
Wav Out with Reverse BatteN MTZOX ~38.$263.
Analoa 4-Wire Channels
Wav In (land to mobile)MTJ1X ~89.$2630
Wav Out (mobile to land\. loon start MTJOX $89.$263.
Wav MTJCX ~89.$263.
Wire Diaital Channels
Wav In (land to mobile)M4W1X $78.
Wav Out (mobile to land\. loon start M4WOX $78.
Wav M4WCX $78.
1.4 Interconnection Facilitv Ootions
1.4.Dioltal Facilitv
1.4.DS1 MF31X $103.$208.
DS3 MF33X $524.$277.
6.2 ConnectivitY
Analoa, oer Analoa Channel CK6AX $20.
DS1 Level, ner DS1 Facilltv CK61X $50.
DS3 Level, oer DS3 Facilitv CK63X $201.
DS3 Level, oer DS1 Activated on a DS3 Facilltv CK61X $50.40
Direct Trunked Transport
DSO
Over 0 to 8 Miles JZ3HA $24.$0.
XUWH1
Over 8 to 25 Miles JZ3HB $24.$0.
XUWH2
Over 25 to 50 Miles JZ3HC $24.$0.
XUWH3
Over 50 Miles JZ3HD $24.$0.
XUWH4
DS1
Over 0 to 8 Miles JZ3JA $37.$1.
XUWJ1
Over 8 to 25 Miles JZ3JB $37.$1.
XUWJ2
Over 25 to 50 Miles JZ3JC $37.$1.
XUWJ3
Over 50 Miles JZ3JD $37.$10
XUWJ4
DS3
Over 0 to 8 Miles JZ3KA $257.$19.48
XUWK1
Over 8 to 25 Miles JZ3KB $260.49 $24.
XUWK2
Over 25 to 50 Miles JZ3KC $2600 $26.43
XUWK3
3.4 Over 50 Miles JZ3KD $259.$26.
XUWK4
Multiplexlna
Intentionallv Left Blank
DS3toDS1 MXG3X $304.$193.
Dial Outpulslna
Per Each 1-Wav In Land to Mobile or 2-Wav Channel
Analoa 2-Wire OUPAX $181.
Analoa 4-Wire OUPDX $181.
Diaital OUPDX $181.
Channel Pe~onnance
Looo Start PM2GG $7.
Owest Idaho 1st Revision April 29, 2005 Page 1 of2
Wireless Type 1 Exhibit A
Idaho
Ground Start PM2HG $5.
Looo wnh R~e~e BatteN PM2JG $4.
Local Traffic - Bill and Keeo
Non-Local Traffic Qwest FCC Qwest FCC
Swnched Swnched
Access Tariff Access Tariff
Anclllarv Service
Local Number Portabill~
LNP Queries See FCC Tariff See FCC Tariff
#1 Sections 13 #1 Sections 13
LNP Manaoed Cuts
Standard Manaaed Cuts. oer oe~on ""r Half Hour $26.
Overtime Manaoed Cuts. ner ne~on. oer Half Hour $34.
Premium Manaaed Cuts. ner ne~on ner Half Hour $42.
Intentionally Left Blank
Intentionallv Left Blank
Access to Poles Ducts Conduits and Rlahts of Way tROWl
Pole InouiN Fee. oer Mile $341.
9.4.Innerduct InnuiN Fee. oer Mile $233.
ROW Innu~Fee $378.
ROW Document Preoaration Fee $122.
9.4.Field Verification Fee, oer Pole $20.4
Field Verification Fee. oer Manhole $190.
Planner Verification. ner Manhole $16.
9.4.8 Manhole Verification Insoector oer Manhole $92.
9.4.Manhole Make-Readv Insnector. oer Manhole $245.
9.4.Transfer of Resoonsibilitv $106.
Pole Attachment Fee. oer Fool oer Year ~2.
Innerduct Occuoancy Fee. ner Foot. oer Year $0.
Access Aoreement Consideration $10.
9.4.Make Readv ICE
Construction CharGes ICB ICB
10.IntentionallY Left Blank
11.Access to Ooerational SiiDDort Systems (055\ and Maintenance and Renalr
11.Develooment and Enhancements. oer Order URCTC $5.
11.Onooina Maintenance ner Order URCTD $1.40
11.Dailv Usaoe Record File. oer record $0.000419
12.Maintenance and Renair
12.Trouble Isolation
12.Maintenance of SeNice for non-Qwest Trouble
12.1.1 Maintenance of SeNice - Basic $28.
12.Maintenance of SeNice - Overtime $36.
12.Maintenance of SeNlce - Premium $46.
12.Disoatch for non-Qwest Trouble $87.
13.IntentionallY Left Blank
14.Intentionally Left Blank
15.IntentionallY Left Blank
18.Bona Fide Reauest Process
16.Processlna Fee $1 851.
NOTES:
Unless otherwise indicated, all rates are pu~uant to Idaho Public Utilities Commission Dockets:
B Cost Docket QWE-T -01-, Order No. 29408 (January 5, 2004) rates effective January 5, 2004.
(1) TELRIC rates proposed In Cost Docket QWE-1-o1-11 testimony filed on November 12, 2003, The case was bifurcated and the rates
(3) ICB, Individual Case Basis pricing.
(4) The State of Idaho has retained the oYe~ight on these rates. These rates are not under the jurisdiction of the FCC.
Qwes! Idaho 1st Revision April 29, 2005 Page20f2
Qwest Negotiations Template Agreement, August 11, 2000 Exhibit B
Type 2 Wireless Interconnection Agreement
Between
Qwest Corporation
And
(WSP)
For The State Of (*
Agreement Number
CDS - (*
Type 2 Wireless Interconnection Model Template
Date/initials/WSP Name/State/CDS-OOOO-OOOO
Table Of Contents
SECTION 1.0 - GENERAL TERMS .................................................................................
SECTION 2.0 - INTERPRETATION AND CONSTRUCTION ..........................................
SECTION 3.0 - WSP INFORMATION ............................................................................
SECTION 4.0 - DEFINITIONS .........................................................................................
SECTION 5.0 - TERMS AND CONDITIONS .................................................................
SECTION 6.0 -INTERCONNECTION ..........................................................................
SECTION 7.0 - COLLOCATION ...................................................................................
SECTION 8.0 - INTENTIONALLY LEFT BLANK..........................................................
SECTION 9.0 - ANCILLARY SERVICES ......................................................................
SECTION 10.0 - NETWORK SECURITY ......................................................................
SECTION 11.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)............. 71
SECTION 12.0 - MAINTENANCE AND REPAIR .........................................................
SECTION 13.0 - ACCESS TO TELEPHONE NUMBERS .............................................
SECTION 14.0 - LOCAL DIALING PARITY ..................................................................
SECTION 15.0 - Intentionally Left Blank....................................................................
SECTION 16.0 - BONA FIDE REQUEST PROCESS ...................................................
SECTION 17.0 - SPECIAL REQUEST PROCESS.......................................................
SECTION 18.0 - AUDIT PROCESS ..............................................................................
SECTION 19.0 - CONSTRUCTION CHARGES ............................................................
SECTION 20.0 - NETWORK STANDARDS ..................................................................
SECTION 21.0 - SIGNATURE PAGE............................................................................
EXHIBIT A - Rates
EXHIBIT B - Intentionally Left Blank
EXHIBIT C - Intentionally Left Blank
EXHIBIT D - Qwest Right of Way, Pole Attachment and/or Ductllnnerduct
Occupancy General Information
EXHIBIT E - Intentionally Left Blank
EXHIBIT F - Intentionally Left Blank
EXHIBIT G - Intentionally Left Blank
EXHIBIT H - Intentionally Left Blank
EXHIBIT I - Individual Case Basis
EXHIBIT J - Reciprocal Compensation Rate Election
EXHIBIT L - Advice Adoption Letter
Exhibit M - Interim Advice Adoption Letter
Type 2 Wireless Interconnection Model Template
Date/initials/WSP Name/State/CDS-OOOO-OOOO
Section 1
General Terms
SECTION 1.0 . GENERAL TERMS
This Type 2, two-way Wireless Interconnection Agreement is effective upon
approval of the Commission, and is between "WSP", a Corporation and Qwest
Corporation ("Qwest"
) ,
Colorado corporation pursuant to Section 252 of the
Telecommunications Act of 1996, for purposes of fulfilling Qwest's obligations under Sections
222, 251(a), (b), and (c), 252, 271 , and other relevant provisions of the Act and the rules and
regulations promulgated thereunder. WSP is licensed by the Federal Communications
Commission ("FCC") as a Commercial Mobile Radio Service ("CMRS") Provider. Services
provided by Qwest to WSP under this Agreement are provided pursuant to WSP's role as a
CMRS provider of two-way traffic.
This Interconnection Agreement sets forth the terms, conditions and pricing under
which Qwest will offer and provide to any requesting WSP network Interconnection and Ancillary
services within the geographical areas in which both Qwest is providing Local Exchange Service
at that time, and for which Qwest is the incumbent Local Exchange Carrier within the state of
11t~~for purposes of providing local two way Wireless Services. This Agreement is available
for the term set forth herein.
In consideration of the mutual promises set forth herein and other good and
valuable consideration, Qwest and WSP mutually agree as follows:
1.4 Intentionally Left Blank
Intentionally left Blank
Intentionally left blank
This Interconnection Agreement between WSP and Qwest can only be amended in
writing as further set forth in Section 5.30, executed by the duly authorized representatives of
the Parties.
Notwithstanding the above , if Qwest chooses to offer and WSP desires to
purchase, new Interconnection services or additional Ancillary services which are not
contained in this Agreement or a Tariff, Qwest will notify WSP of the availability of these
new services through the Customer notification process. The Parties shall amend this
Agreement under one (1) of the following two (2) options:
If WSP is prepared to accept Qwest's terms and conditions for
such new product, WSP shall execute a form Advice Adoption Letter (the form of
which is attached hereto as Exhibit L), to be furnished by Qwest, and include as
an attachment, the discreet terms and conditions available as Qwest has
identified as pertaining to the new product. WSP shall submit the Advice
Adoption Letter to the Commission for its approval. WSP shall also provide the
Advice Adoption Letter to Qwest pursuant to the notice provisions in this
Agreement and may begin ordering the new product pursuant to the terms of this
Agreement as amended by such Advice Adoption Letter.
If WSP wishes to negotiate an amendment with different terms
and conditions than defined by Qwest for such new product, WSP agrees to
abide by those terms and conditions on an interim basis by executing the Interim
Advice Adoption Letter (the form of which is attached hereto as Exhibit M) based
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Section 1
General Terms
upon the terms and conditions as Qwest has identified as pertaining to the new
product. The Interim Advice Adoption Letter will terminate when the final
amendment is approved. The rates and to the extent practicable, other terms
and conditions contained in the final amendment will relate back to the date the
Interim Advice Adoption Letter was executed. No new product offering or
accompanying Interim Advice Adoption Letter will be construed to limit or add to
any rates, terms or conditions existing in this Agreement.
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Section 2
Interpretation and Construction
SECTION INTERPRETATION AND CONSTRUCTION
This Agreement includes this Agreement and all Exhibits appended hereto, each of
which is hereby incorporated by reference in this Agreement and made a part hereof. All
references to Sections and Exhibits shall be deemed to be references to Sections of, and
Exhibits to , this Agreement unless the context shall otherwise require. The headings and
numbering of Sections and Exhibits used in this Agreement are for convenience only and will
not be construed to define or limit any of the terms in this Agreement or affect the meaning and
interpretation of this Agreement. Unless the context shall otherwise require, any reference to
any statute, regulation, rule, Tariff, technical reference, technical publication , or any publication
of Telecommunications industry administrative or technical standards, shall be deemed to be a
reference to the most recent version or edition (including any amendments, supplements
addenda, or successor) of that statute, regulation, rule, Tariff, technical reference, technical
publication, or any publication of Telecommunications industry administrative or technical
standards that is in effect. Provided, however, that nothing in this Section 2.1 shall be deemed
or considered to limit or amend the provisions of Section 2.2. In the event a change in a law
rule regulation or interpretation thereof would materially change this Agreement, the terms of
Section 2.2 shall prevail over the terms of this Section 2.1. In the case of any material change,
any reference in this Agreement to such law, rule, regulation or interpretation thereof will be to
such law, rule, regulation or interpretation thereof in effect immediately prior to such change
until the processes set forth in Section 2.2 are implemented. The existing configuration of either
Party's network may not be in compliance with the latest release of technical references,
technical publications, or publications of Telecommunications industry administrative or
technical standards.
The provisions in this Agreement are intended to be in compliance with and based
on the existing state of the law, rules, regulations and interpretations thereof, including but not
limited to state rules, regulations, and laws, as of the date hereof (the Existing Rules). Nothing
in this Agreement shall be deemed an admission by Qwest or WSP concerning the
interpretation or effect of the Existing Rules or an admission by Qwest or WSP that the Existing
Rules should not be changed, vacated , dismissed, stayed or modified. Nothing in this
Agreement shall preclude or estop Qwest or WSP from taking any position in any forum
concerning the proper interpretation or effect of the Existing Rules or concerning whether the
Existing Rules should be changed, vacated, dismissed, stayed or modified. To the extent that
the Existing Rules are vacated, dismissed, stayed or materially changed or modified , then this
Agreement shall be amended to reflect such legally binding modification or change of the
Existing Rules. Where the Parties fail to agree upon such an amendment within sixty (60) Days
after notification from a Party seeking amendment due to a modification or change of the
Existing Rules or if any time during such sixty (60) Day period the Parties shall have ceased to
negotiate such new terms for a continuous period of fifteen (15) Days, it shall be resolved in
accordance with the Dispute Resolution provision of this Agreement. It is expressly understood
that this Agreement will be corrected, or if requested by WSP, amended as set forth in this
Section 2., to reflect the outcome of any applicable generic proceedings by the Commission for
pricing, service standards , or other matters covered by this Agreement. Any amendment shall
be deemed effective on the Effective Date of the legally binding change or modification of the
Existing Rules for rates, and to the extent practicable for other terms and conditions , unless
otherwise ordered. Where a Party provides notice to the other Party within thirty (30) Days of
the effective date of an order issuing a legally binding change, any resulting amendment shall
be deemed effective on the effective date of the legally binding change or modification of the
Existing Rules for rates, and to the extent practicable for other terms and conditions, unless
Type 2 Wireless Interconnection Model Template
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Section 2
Interpretation and Construction
otherwise ordered. In the event neither Party provides notice within (thirty) 30 Days, the
effective date of the legally binding change shall be the Effective Date of the amendment unless
the Parties agree to a different date. During the pendancy of any negotiation for an amendment
pursuant to this Section 2.2 the Parties shall continue to perform their obligations in accordance
with the terms and conditions of this Agreement, for up to sixty (60) Days. If the Parties fail to
agree on an amendment during the sixty (60) Day negotiation period, the Parties agree that the
first matter to be resolved during Dispute Resolution will be the implementation of an interim
operating agreement between the Parties regarding the disputed issues, to be effective during
the pendancy of Dispute Resolution. The Parties agree that the interim operating agreement
shall be determined and implemented within the first fifteen (15) Days of Dispute Resolution and
the Parties will continue to perform their obligations in accordance with the terms and conditions
of this Agreement, until the interim operating agreement is implemented. For purposes of this
section
, "
legally binding" means that the legal ruling has not been stayed , no request for a stay
is pending, and any deadline for requesting a stay designated by statute or regulation , has
passed.
Unless otherwise specifically determined by the Commission , in cases of conflict
between the Agreement and Qwest's Tariffs, Product Catalog (PCA T), methods and
procedures, technical publications, policies, product notifications or other Qwest documentation
relating to Qwest's or WSP's rights or obligations under this Agreement then the rates, terms
and conditions of this Agreement shall prevail. To the extent another document abridges or
expands the rights or obligations of either Party under this Agreement, the rates, terms and
conditions of this Agreement shall prevail.
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Section 3
Implementation Schedule
SECTION 3.0 - WSP INFORMATION
Except as otherwise required by law, Qwest will not provide or establish
Interconnection and Ancillary services in accordance with the terms and conditions of this
Agreement prior to WSP's execution of this Agreement.
Prior to placing any orders for services under this Agreement, the Parties will jointly
work with the Qwest Sales and Service organizations to gather the information below as
appropriate. This information will then be used to:
Determine geographical requirements;
Identify WSP Identification IDs;
Determine Qwest system requirements to support WSP's specific activity;
Collect Credit Information;
Obtain Billing Information;
Create summary bills;
Establish input and output requirements;
Create and distribute Qwest and WSP Contact Lists; and
Identify WSP hours and holidays.
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Section 4
Definitions
SECTION 4.0 . DEFINITIONS1 "Access Service Request" or "ASR" means the industry standard forms and
supporting documentation used for ordering Access Services. The ASR will be used to order
trunking and facilities between WSP and Qwest for Local Interconnection Service.2 "Access Services" refers to the interstate and intrastate switched Access and
private line transport services offered for the origination and/or termination of Interexchange
traffic.3 "Access Tandem switch" is a switch used to connect End Office switches to
Interexchange Carrier switches. Qwest's Access Tandem switches are also used to connect
and switch traffic between and among Central Office switches within the same LATA and may
be used for the exchange of Local Traffic.4.4 "Act" means the Communications Act of 1934 (47 U.C. 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 the Commission.5 "Advanced Intelligent Network" or "AIN" is a Telecommunications network
architecture in which call processing, call routing and network management are provided by
means of centralized databases.6 "Automatic Number Identification" or "ANI" is the Billing telephone number
associated with the access line from which a call originates. ANI and Calling Party Number
(CPN) usually are the same number.7 "ATIS" or "Alliance for Telecommunications Industry Solutions" is a North American
telecommunication industry standards forum which, through its committees and working groups,
creates, and publishes standards and guidelines designed to enable Interoperability and
Interconnection for Telecommunications products and services. ATIS Standards and
Guidelines, as well as the standards of other industry fora, are referenced herein.8 "Basic Exchange Telecommunications Service" means, unless otherwise defined in
Commission rules and then it shall have the meaning set forth therein, a service offered to End
User Customers which provides the End User Customer with a telephonic connection to, and a
unique local telephone number address on, the public switched telecommunications network
and which enables such End User Customer to generally place calls to, or receive calls from,
other stations on the public switched telecommunications network. Basic residence and
business line services are Basic Exchange Telecommunications Services. As used solely in the
context of this Agreement and unless otherwise agreed, Basic Exchange Telecommunications
Service includes access to Ancillary services such as 911 , Directory Assistance (DA) and
Operator Services (OS).9 "Bill and Keep" is as defined in the FCC's Order on Remand and Report and Order
in CC Docket 99-68 (Intercarrier Compensation for ISP Bound Traffic). Bill and Keep is an
arrangement where neither of two (2) interconnecting networks charges the other for terminating
traffic that originates on the other network. Instead, each network recovers from its own End
User Customers the cost of both originating traffic that it delivers to the other network and
terminating traffic that it receives from the other network. Bill and Keep does not, however
preclude Intercarrier charges for transport of traffic between Carriers' networks.
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Definitions
Bill Date" means the date on which a Billing period ends, as identified on the bill.
Bona Fide Request" or "BFR" shall have the meaning set forth in Section 16.12 "Busy Line Verify/Busy Line Interrupt" or "BL V/BLI Traffic" means a call to an
operator service in which the caller inquires as to the busy status of or requests an interruption
of a Wireline call on another End User Customer s Basic Exchange Telecommunications
Service line.
13 "Calling Party Number" or "CPN" is a Common Channel Signaling ("CCS"
parameter, which refers to the number transmitted through a network identifying the calling
party. Reference Qwest Technical Publication 77342.
14 "C~ntral Office Switch" means a switch used to provide Telecommunications
Services, including, but not limited to:
14.1 "End Office Switches" which are used to terminate End User Customer
station loops, or equivalent, for the purpose of interconnecting to each other and to
trunks; and
14.2 "Tandem Office Switches" are used to connect and switch trunk circuits
between and among other End Office Switches. A Wireless Carrier s switch(es) shall be
considered Tandem Office Switch(es) to the extent such switch(es) serve(s) a
comparable geographic area as Qwest's Tandem Office Switch. A fact-based
consideration by the Commission of geography should be used to classify any switch on
a prospective basis.15 "Commercial Mobile Radio Service" or "CMRS" is defined in 47 U.C. Section 332
and FCC rules and orders interpreting that statute.
Commission" means the ~~tel"Wl~Jii~~~~Commission.
17 "Common Channel Signaling" or "CCS" means a method of exchanging call set up
and network control data over a digital signaling network fully separate from the Public switched
Network that carries the actual call. Signaling System 7 (SS7) is currently the preferred CCS
method.18 "Conversation Time" means the measurement of Type 2 Interconnection usage
which begins when WSP's MSC is signaled by the terminating End Office that the call has been
answered. Measured usage ends upon MSC recognition of disconnection by the earlier of
WSP's End User Customer or the disconnection signal from the terminating End Office.
19 "Customer" is a Person to whom a Party provides or has agreed to provide a
specific service or set of services , whether directly or indirectly. Customer includes
Telecommunication Carriers. See also, End User Customer.
Day" means calendar Days unless otherwise specified.21 "Digital Signal Level" means one of several transmission rates in the time-division
multiplex hierarchy.
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Definitions
22 "Digital Signal Level 0" or "DSO" is the 64 Kbps standard speed for digitizing one
voice conversation using pulse code modulation. There are 24 DSO channels in a DS1.23 "Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level signal in the
time-division multiplex hierarchy. In the time-division Multiplexing hierarchy of the telephone
network, DS1 is the initial level of Multiplexing. There are 28 DS1s in a DS3.24 "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level signal in the
time-division multiplex hierarchy. In the time-division Multiplexing hierarchy of the telephone
network, DS3 is defined as the third level of Multiplexing.25 "End User Customer" means a third party retail Customer that subscribes to a
Telecommunications Service provided by either of the Parties or by another Carrier or by two or
more Carriers.26 "Entrance Facility" or "EF" means the dedicated facility between the CMRS
provider s POI and the Qwest Serving Wire Center. This is also referred to as "Network Access
Channel" or "NAC"27 "Exchange Access (IntraLATA Toll) is defined in accordance with Qwest's current
IntraLATA Toll serving areas, as determined by Qwest's state and interstate Tariffs and
excludes toll provided using 'switched Access purchased by an IXC.28 "Exchange Message Interface" or "EMI" means the format used for exchange of
Telecommunications message information among Telecommunications Carriers. It is
referenced in the Alliance for Telecommunications Industry Solutions (ATIS) document that
defines industry guidelines for the exchange of message records.29 "Exchange Message Record" or "EMR" is the standard used for exchange of
telecommunications message information between telecommunications providers for billable,
non-billable , sample, settlement and study data. EMR format is contained in BR-01 0-200-01 0
CRIS Exchange Message Record , an ATIS document that defines industry standards for
Exchange Message Records.30 "Exchange Service" or "Extended Area Service (EAS)/Local Traffic" means traffic
that is originated and terminated within the Local Calling Area as determined by the
Commission.
FCC" means the Federal Communications Commission.32 "Firm Order Confirmation Date" or "FOC" means the notice Qwest provides to WSP
to confirm that WSP's Access Service Order (ASR) has been received and has been
successfully processed. The FOC confirms the schedule of dates committed to by Qwest for
the provisioning of the service requested.
Individual Case Basis" or "ICB" shall have the meaning set forth in Exhibit I.34 "Information Service" is as defined in the Telecommunications Act of 1996 and
FCC Order on Remand and Report and Order in CC Docket 99-68 and includes ISP Bound
Traffic.
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Information Services Providers" or "ISPs" are providers of Information Services.
36 "Interconnection" is as described in the Act and refers to the connection between
networks for the purpose of transmission and routing of telephone Exchange Service traffic
Exchange Access and Jointly Provided switched Access Traffic.37 "Interconnections Database" or "ICONN" is a Qwest database , available on the
Qwest Web Site, which includes business and residence access line counts, switch types, and
switch generics.38 "Interexchange Carrier" (IXC) means Carrier that provides InterLATA or
IntraLATA Toll services.
39 "lnterLATA" describes Telecommunications functions originating in one Local
Access and Transport Area (LATA) and terminating in another.
4.40 "lnterMTA" describes Telecommunications functions originating in one MTA and
terminating in another.
4.41 "Internet Related Traffic" includes ISP Bound traffic and refers to dial-up access
through an entity which may include computer processing, protocol conversions, information
storage or routing with transmission to enable users to access internet content or data services.
4.42 "Intra LATA" describes Telecommunications functions originating and terminating in
the same LATA.
4.43 "ISP Bound Traffic" means the offering of information access pursuant to 47 U.
P251 (g) and the Order with respect to Information Services as defined in 47 U.C. P153 (20),
and includes Telecommunications traffic delivered to an ISP.
4.44 "lntraLATA Toll" (Transit) is defined in accordance with Qwest's current IntraLATA
Toll serving areas, as determined by the state Commission.
4.45 Jointly Provided Switched Access see Meet Point Billing.
4.46 "Local Traffic" is traffic that is exchanged in a geographic area either by MT A or the
Qwest Extended Area Service (EAS) boundaries. This includes Exchange Access (IntraLA T A
Toll). Local Traffic excludes Transit Traffic.
4.47 Local Access and Transport Area" or "LATA" is as defined in the Act.
4.48 "Local Calling Area" or "LCA" is a geographic area defined either by the MT A or the
Qwest Extended Area Service (EAS) boundaries.
4.48.1 "MTAILocal" means the geographic area within the IntraMTA in which
WSP provides CMRS services. Local Interconnection rates apply for traffic originated
and terminated within the same MTA. See Non-Local for exceptions.
4.48.2 "EAS/Local" means the geographic area defined by the EAS boundaries
as determined by the Commission and defined in Qwest's Local and/or General
Exchange Service Tariff. LEC End User Customers may complete a call without
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incurring toll charges. Traffic terminated by Qwest End User Customers within their EAS
boundary is considered to be EAS/Local; Qwest End User Customers are billed toll
charges for traffic terminated outside of their EAS boundary.
4.49 "Local Exchange Carrier" (LEC) means any Carrier that is engaged in the provision
of telephone Exchange Service or Exchange Access. Such term does not include a Carrier
insofar as such Carrier is engaged in the provision of a commercial mobile service under
Section 332(c) of the Act, except to the extent that the FCC finds that such service should be
included in the definition of such term.50 "Local Exchange Routing Guide" or "LERG" means a Telcordia Technologies
Reference Document used by LECs and IXCs to identify NPA-NXX routing and homing
information as well as Network Element and equipment designations.51 "Local Service Request" or "LSR" means the industry standard forms and
supporting documentation used for ordering local services.52 "Maintenance of Service charge" is a charge that relates to trouble isolation.
Maintenance of Service charges are set forth in Exhibit A. Basic Maintenance of Service
charges apply when the Qwest technician perform work during standard business hours.
Overtime Maintenance of Service charges apply when the Qwest technician performs work on a
business Day, but outside standard business hours, or on a Saturday. Premium Maintenance of
Service charges apply when the Qwest technician performs work on either a Sunday or Qwest
recognized holiday.
53 "Major Trading Area (MT A)" is a geographic area established in Rand McNally
1992 Commercial Atlas and Marketing Guide and used by the FCC in defining CMRS license
boundaries for CMRS providers for purposes of Sections 251 and 252 of the Act.54 "Meet Point" 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.
55 "Meet-Point Billing" or "MPB" or "Jointly Provided switched Access" refers to an
arrangement whereby two LECs (including a LEC and WSP). Jointly Provided switched Access
Service to an Interexchange Carrier, with each LEC (or WSP) receiving an appropriate share of
the revenues from the IXC as defined by their effective Access Tariffs.56 "Mid-Span Meet" means an Interconnection between two (2) networks designated
by two Telecommunications Carriers, whereby each provides its own cable and equipment up to
the Meet Point of the cable facilities.57 "Miscellaneous Charges" mean charges that Qwest may assess in addition to
recurring and nonrecurring rates set forth in Exhibit A, for activities WSP requests Qwest to
perform, activities WSP authorizes, or charges that are a result of WSP actions, such as
cancellation charges, expedite charges, and charges for additional labor and maintenance.
Miscellaneous Charges are not already included in Qwest's recurring or nonrecurring rates.
Miscellaneous Charges are listed the applicable tariff, catalog, or price list.
58 "Mobile switching Center" or "MSC" is a Wireless switching facility, which performs
the switching for the routing of calls among its Wireless End User Customers in other Wireless
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or landline networks. In addition it contains recording and billing functionality.
59 "Multiple Exchange Carrier Access Billing" or "MECAB" refers to the document
prepared by the Billing Committee of the Ordering and Billing Forum (OBF), which functions
under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (ATIS). The MECAB document, published by Telcordia
Technologies as Special Report SR-BDS-000983, contains the recommended guidelines for the
Billing of an Access Service provided by two or more Telecommunications Carriers (including a
WSP, LEC and/or a WSP), or by one LEC in two or more states within a single LATA.60 "Multiple Exchange Carrier Ordering and Design" or "MECOD" Guidelines for
Access Services - Industry Support Interface, refers to the document developed by the
Ordering/Provisioning Committee under the auspices of the Ordering and Billing Forum (OBF),
which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (A TIS). The MECOD document, published by Telcordia
Technologies as Special Report SR STS-002643, establishes recommended guidelines for
processing orders for Access Service which is to be provided by two or more
Telecommunications Carriers (including a WSP LEC and/or a WSP). It is published by
Telcordia Technologies as SRBDS 00983.
61 "Multiplexing" or "MUX" means the function which converts a 44.736 MBPS DS3
channel to 28 1.544 MBPS DS1 channels or a 1.544 DS1 channel to 24 DSO channels utilizing
time division Multiplexing.62 "Non-Local" traffic is InterMTA, InterLATA, Roaming, and/or Jointly Provided
switched Access Traffic. Reciprocal Compensation does not apply to Non-Local Traffic. This
Non-Local Traffic originated by WSP, includes InterMTA traffic and IntraMTA traffic delivered to
Qwest via an IXC. Regarding traffic delivered to WSP, Non-Local includes all traffic carried by
an IXC, and traffic destined for WSP's End User Customers that are Roaming in a different
MTA, and alllnterMTAllnterLATA traffic.63 "North American Numbering Plan" or "NANP" means the numbering plan used in
the United States that also serves Canada, Bermuda, Puerto Rico, Guam, the Commonwealth
of the Marianna Islands 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
digit NXX code and 4-digit line number.
64 "Operator Tandem" means a Qwest switching system that provides a traffic
concentration and distribution function for Qwest operator assisted traffic.65 "Originating Line Information" or "OLl" is an CCS SS7 Feature Group D signaling
parameter which refers to the number transmitted through the network identifying the Billing
number of the calling party.
Party" means either Qwest or WSP and "Parties" means Qwest and WSP.
67 "Percent Local Usage (PLU) Factors" are percentages used in the reciprocal
compensation payment method in determining Minutes of Use (MOU) for Land to Mobile (L-
and Mobile to Land (M-L) traffic.
67.PLU 1" is a factor for determining the total L-M and M-L MOUs between
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Qwest and WSP based on M-L traffic measured by Qwest.
67.2 "PLU 2A" is a factor for determining Qwest originated L-M MOUs
terminating on WSP's network subject to reciprocal compensation.
67.3 "lnterMTA" are factors that are used in reciprocal compensation to
determine InterMT A, Roaming MOUs when WSP's End User Customer is initiating (M-
or terminating (L-M) a call in another MT
67.4 "PLU 28" is a factor for determining the portion of Qwest originated traffic
that rides the Type 2 facility between Qwest's Tandems or End Offices and WSP's POI
for calculation of the facilities credit to WSP.
68 "Point of Interface
" "
Point of Interconnection" or "POI" is a physical demarcation
between the networks of two LECs (including a LEC and WSP). The POI is that point where the
exchange of traffic takes place. This point establishes the technical interface, the test point(s),
and the point(s) for operational division of responsibility.
Port"
69.1 "Port" means a line or trunk connection point, including a line card and
associated peripheral equipment, on a Central Office switch but does not include switch
features. The Port serves as the hardware termination for line or Trunk Side facilities
connected to the Central Office switch. Each line side Port is typically associated with
one or more telephone numbers that serve as the End User Customer s network
address.
69.Port" as an action relating to porting a telephone number from one central
office switch to another central office switch using Local Number Portability.70 "Rate Center" identifies 1) the specific geographic point identified by specific
vertical and horizontal (V&H) coordinates, which are used to measure distance sensitive End
User Customer traffic to/from the particular NPA-NXX designations with the specific Rate
Center, and 2) the corresponding geographic area which is associated with one or more
particular NPA-NNX codes which have been assigned to a LEC for its provision of Telephone
Exchange Service.
71 "Rate Center Area" is the geographic area within which basic Exchange Services
are provided for NPA-NXX designations associated with a particular Rate Center.
72 "Reciprocal Compensation Credit" is defined as a monetary credit for two-way
Wireline to Wireless traffic which is originated by a Qwest Wireline End User Customer within
the LATA, transported by Qwest, and terminates to WSP's Wireless End User Customer within
the MTAILocal area. When more than two (2) Carriers are involved in transporting a call
Reciprocal Compensation Credit does not apply.73 "Roaming" is defined as a Telecommunications Service occurring when the End
User Customer of one CMRS provider utilizes the facilities of another CMRS provider. Most
often , Roaming occurs when the End User Customer is physically located outside the service
area of his or her service provider.
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74 "Service Control Point" or "SCP" means a node in the CCS network to which
information requests for service handling, such as routing, are directed and processed. The
SCP is a real time database system that, based on a query from a Service switching Point
(SSP), performs End User Customer or application-specific service logic and then sends
instructions back to the SSP on how to continue call processing.75 "Service switching Point" or "SSP" is a telephone switch that performs call
processing on traffic that originates, Tandems, or terminates at that site. Such call processing
includes the generation of SS7 messages to transfer call-related information to other SSPs and
sending a query to an SCP for instructions on call routing. SSPs are interconnected by SS7
links.76 "Serving Wire Center" denotes the Wire Center from which dial tone for Local
Exchange Service would normally be provided to a particular End User Customer Premises.77 "Signaling Transfer Point" or "STP" means a signaling point that performs message
routing functions and provides information for the routing of messages between signaling end
points. A STP transmits, receives and processes Common Channel Signaling ("CCS"
messages.
17.
Special Request Process" or "SRP" shall have the meaning set forth in Section
79 "Switched Access Service" means the offering of transmission and switching
services to tnterexchange Carriers for the purpose of the origination or termination of telephone
Toll Service. Switched Access Services include: Feature Group A, Feature Group 8, Feature
Group 0, 8XX access, and 900 access and their successors or similar Switched Access
Services.80 "Switched Access Traffic " as specifically defined in Qwest's interstate switched
Access Tariffs, is traffic that originates at one of the Party's End User Customers and terminates
at an IXC Point of Presence, or originates at an IXC Point of Presence and terminates at one of
the Party's End User Customers, whether or not the traffic transits the other Party's network.
81 "Tariff' as used throughout this Agreement refers to Qwest interstate Tariffs and
state Tariffs, price lists, price schedules and catalogs.
82 "Telecommunications Carrier" means any provider of Telecommunications
Services (such as LECs, Competitive Local Exchange Carriers (CLECs), WSPs, 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 Federal Communications Commission shall determine whether the provision of fixed and
mobile satellite service shall be treated as common carriage.
83 "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.84 "Transit Traffic" is any traffic that originates from one Telecommunications Carrier's
network, transits a Tandem Telecommunications Carrier s network, and terminates to yet
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another Telecommunications Carrier s network. In the cases neither the originating nor the
terminating End User Customer is a Customer of a Tandem Telecommunications Carrier. For
the purposes of this Agreement, Transit Traffic does not include traffic carried by Interexchange
Carriers. That traffic is defined as Jointly Provided switched Access.85 Trunk Group Servicing Request "TGSR" is the notification the Qwest Trunk
Forecasting Group sends to the Service Delivery Center to advise of blocking conditions on
Carrier trunk groups.86 "Wire Center" denotes a building or space within a building that serves as an
aggregation point on a given Carrier's network , where transmission facilities are connected or
switched. Wire Center can also denote a building where one or more Central Offices, used for
the provision of Basic Exchange Telecommunications Services and Access Services, are
located.87 "Wireless" for the purposes of this Agreement, are Telecommunications Services
provided by a 2-way CMRS Carrier in accordance with its CMRS licensees). This includes both
Cellular and Personal Communications Service Providers.
88 "Wireless Carrier Resource Guide" is a Qwest document that provides information
needed to request services available under this Agreement. It is available on Qwest's Web site:
http://www.qwest.com/whoiesale/pcat/wireless.htmi
89 "Wireless Service Provider" or "WSP" for purposes of this Agreement is a 2-way
CMRS provider of local service.90 "Wireline" are Telecommunications Services provided by Qwest or other non-
CMRS Telecommunications Carriers. These services are provided via a fixed land line network
where the End User Customers are stationary.
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SECTION 5.0 - TERMS AND CONDITIONS
General Provisions
Intentionally Left Blank.
The Parties are each solely responsible for participation in and compliance with
national network plans, including the National Network Security Plan and the EmergencyPreparedness Plan.
Neither Party shall use any service related to or use any of the services provided in
this Agreement in any manner that interferes with other Persons in the use of their service,
prevents other Persons from using their service, or otherwise impairs the quality of service to
other Carriers or to either Party's End User Customers. In addition, neither Party s provision of
or use of services shall interfere with the services related to or provided under this Agreement.
If such impairment is material and poses an immediate threat to the
safety of either Party's employees , Customers or the public or poses an immediate
threat of a service interruption, that Party shall provide immediate notice by email to the
other Party's designated representative(s) for the purposes of receiving such notification.
Such notice shall include 1) identification of the impairment (including the basis for
identifying the other Party's facilities as the cause of the impairment), 2) date and
location of the impairment, and 3) the proposed remedy for such impairment for any
affected service. Either Party may discontinue the specific service that violates the
provision or refuse to provide the same type of service if it reasonably appears that the
particular service would cause similar harm, until the violation of this provision has been
corrected to the reasonable satisfaction of that Party and the service shall be reinstituted
as soon as reasonably possible. The Parties shall work cooperatively and in good faith
to resolve their differences. In the event either Party disputes any action that the other
Party seeks to take or has taken pursuant to this provision , that Party may pursue
immediate resolution by expedited or other Dispute Resolution.
If the impairment is service impacting but does not meet the parameters
set forth in section 5., such as low level noise or other interference, the other Party
shall provide written notice within five (5) calendar Days of such impairment to the other
Party and such notice shall include the information set forth in subsection 5.1. The
Parties shall work cooperatively and in good faith to resolve their differences. If the
impairment has not been corrected or cannot be corrected within five (5) business days
of receipt of the notice of non-compliance, the other Party may pursue immediate
resolution by expedited or other Dispute Resolution.
If either Party causes non-service impacting impairment the other Party
shall provide written notice within fifteen (15) calendar Days of the impairment to the
other Party and such notice shall include the information set forth in subsection 5.
The Parties shall work cooperatively and in good faith to resolve their differences. If
either Party fails to correct any such impairment within fifteen (15) calendar Days of
written notice, or if such non-compliance cannot be corrected within fifteen (15) calendar
Days of written notice of non-compliance, and if the impairing Party fails to take all
appropriate steps to correct as soon as reasonably possible, the other Party may pursue
immediate resolution by expedited or other Dispute Resolution.
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3.4 It is the responsibility of either Party to inform its End User Customers of
serviGe impacting impairment that may result in discontinuance of service as soon as the
Party receives notice of same.1.4 Each Party is solely responsible for the services it provides to its End User
Customers and to other Telecommunications Carriers. This provision is not intended to limit the
liability of either Party for its failure to perform under this Agreement.
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.
Nothing in this Agreement shall prevent either Party from seeking to recover the
costs and expenses, if any, it may incur in (a) complying with and implementing its obligations
under this Agreement, the Act, and the rules, regulations and orders of the FCC and the
Commission, and (b) the development, modification, technical installation and maintenance of
any systems or other infrastructure which it requires to comply with and to continue complying
with its responsibilities and obligations under this Agreement. Notwithstanding the foregoing,
Qwest shall not assess any charges against WSP for services, facilities, Ancillary service and
other related works or services covered by this Agreement, unless the charges are expressly
provided for in this Agreement. All services and capabilities currently provided hereunder, to be
provided hereunder, shall be priced in accordance with all applicable provisions of the Act and
the rules and order of the Federal Communications Commission and orders of the Commission.
Term of Agreement
This Agreement shall be deemed effective upon approval by the Commission
Effective Date ); however, the Parties may agree to implement the provisions of this
Agreement upon execution. This Agreement shall be binding upon the Parties for a term of
three (3) years and shall expire three (3) years from the Effective Date.
Upon expiration of the term of this Agreement, this Agreement shall continue in full
. force and effect until superseded by a successor agreement in accordance with this Section
2. Any Party may request negotiation of a successor agreement by written notice to the
other Party no earlier than one hundred sixty (160) Days prior to the expiration of the term , or
the Agreement shall renew on a month to month basis. The date of this notice will be the
starting point for the negotiation window under section 252 of the Act.
Proof of Authorization
Each Party shall be responsible for obtaining and maintaining Proof of
Authorization (POA), as required by applicable federal and state law, as amended from time to
time.
The Parties shall make peAs available to each other upon request in the event of
an allegation of an unauthorized change in accordance with all Applicable Laws and rules and
shall be subject to any penalties contained therein.
Payment
5.4.Amounts payable under this Agreement are due and payable within thirty (30)
calendar Days after the date of invoice , or within twenty (20) calendar Days after receipt of the
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invoice, whichever is later (payment Due Date). If the payment Due Date is not a business day,
the payment shall be due the next business day.
5.4.One Party may discontinue processing orders for the failure of the other Party to
make full payment for the relevant services, less any disputed amount as provided for in Section
5.4.4 of this Agreement, for the relevant services provided under this Agreement within thirty
(30) calendar Days following the payment Due Date. The Billing Party will notify the other Party
in writing at least ten (10) business days prior to discontinuing the processing of orders for the
relevant services. If the Billing Party does not refuse to accept additional orders for the relevant
services on the date specified in the ten (10) business days notice, and the other Party s non-
compliance continues, nothing contained herein shall preclude the Billing Party's right to refuse
to accept additional orders for the relevant services from the non-complying Party without
further notice. For order processing to resume, the billed Party will be required to make full
payment of all charges for the relevant services not disputed in good faith under this Agreement.
Additionally, the Billing Party may require a deposit (or additional deposit) from the billed Party,
pursuant to this section. In addition to other remedies that may be available at law or equity, the
billed Party reserves the right to seek equitable relief including injunctive relief and specific
performance.
5.4.The Billing Party may disconnect any and all relevant services for failure by the
billed Party to make full payment, less any disputed amount as provided for in Section 5.4.4 of
this Agreement, for the relevant services provided under this Agreement within sixty (60)
calendar Days following the payment Due Date. The billed Party will pay the applicable
reconnect charge set forth in Exhibit A required to reconnect each resold End User Customer
line disconnected pursuant to this paragraph. The Billing Party will notify the billed Party in at
least ten (10) business days prior to disconnection of the unpaid service(s). In case of such
disconnection, all applicable undisputed charges, including termination charges, shall become
due. If the Billing Party does not disconnect the billed Party s service(s) on the date specified in
the ten (10) business days notice, and the billed Party's noncompliance continues , nothing
contained herein shall preclude the Billing Party's right to disconnect any or all relevant services
of the non-complying Party without further notice. For reconnection of the non-paid service to
occur, the billed Party will be required to make full payment of all past and current undisputed
charges under this Agreement for the relevant services. Additionally, the Billing Party will
request a deposit (or recalculate the deposit) as specified in Section 5.4.5 and 5.4.7 from the
billed Party, pursuant to this Section. Both Parties agree, however, that the application of this
provision will be suspended for the initial three (3) Billing cycles of this Agreement and will not
apply to amounts billed during those three (3) cycles. In addition to other remedies that may be
available at law or equity, each Party reserves the right to seek equitable relief, including
injunctive relief and specific performance.
r lit"lJ~-l~I~1lf!~fllj.i~
5.4.Qwest may disconnect any and all services for failure by CLEC to make full
payment, less any disputed amount as provided for in Section 5.4.4 of this Agreement, for the
services provided under this Agreement within sixty (60) Days of the due date on CLEC's bill.
CLEC will pay the Tariff charge required to reconnect each resold end user line disconnected
pursuant to this paragraph. Qwest will notify CLEC in writing at least thirty (30) business days
prior to disconnection of the service(s). In case of such disconnection, all applicable charges,
including termination charges, shall become due. If Qwest does not disconnect CLEC'
service(s) on the date specified in the thirty (30) Days notice, and CLEC's noncompliance
continues, nothing contained herein shall preclude Qwest's right to disconnect any or all
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services of the noncomplying CLEC without further notice. For reconnection of service to occur
CLEC will be required to make full payment of all past and current charges. Additionally, Qwest
will request a deposit (or additional deposit) from CLEC, pursuant to this section. Qwest
agrees, however, that the application of this provision will be suspended for the initial three (3)
Billing cycles of this Agreement and will not apply to amounts billed during those three (3)
cycles.
5.4.4 Should WSP or Qwest dispute, in good faith, any portion of the nonrecurring
charges or monthly Billing under this Agreement, the Parties will notify each other in writing
within fifteen (15) calendar Days following the payment Due Date identifying the amount, reason
and rationale of such dispute. At a minimum, WSP and Qwest shall pay all undisputed amountsdue. Both WSP and Qwest agree to expedite the investigation of any disputed amounts,
promptly provide all documentation regarding the amount disputed that is reasonably requested
by the other Party, and work in good faith in an effort to resolve and settle the dispute prior toinitiating any other rights or remedies.
5.4.4.If a Party disputes charges and does not pay such charges by the
payment Due Date, such charges may be subject to late payment charges. If the
disputed charges have been withheld and the dispute is resolved in favor of the Billing
Party, the withholding Party shall pay the disputed amount and applicable late payment
charges no later than the second Bill Date following the resolution. If the disputed
charges have been withheld and the dispute is resolved in favor of the disputing Party,
the Billing Party shall credit the bill of the disputing Party for the amount of the disputed
charges and any late payment charges that have been assessed no later than the
second Bill Date after the resolution of the dispute. If a Party pays the disputed charges
and the dispute is resolved in favor of the Billing Party, no further action is required.
5.4.4.If a Party pays the charges disputed at the time of payment or at any time
thereafter pursuant to Section 5.4.4., and the dispute is resolved in favor of the
disputing Party the Billing Party shall, no later than the second Bill Date after the
resolution of the dispute: (1) credit the disputing Party's bill for the disputed amount and
any associated interest or (2) pay the remaining amount to WSP , if the disputed amount
is greater than the bill to be credited. The interest calculated on the disputed amounts
will be the same rate as late payment charges. In no event, however, shall any late
payment charges be assessed on any previously assessed late payment charges.
5.4.4.If a Party fails to dispute a charge and discovers an error on a bill it has
paid after the period set forth in section 5.4.4, the Party may dispute the bill at a later
time through an informal process, through an Audit pursuant to the Audit provision of this
Agreement, through the Dispute Resolution provision of this Agreement, or applicable
state statutes or Commission rules.
5.4.Each Party will determine the other Party'credit status based on previous
payment history or credit reports such as Dun and Bradstreet. If a Party has not established
satisfactory credit with the other Party according to the above provisions or the Party is
repeatedly delinquent in making its payments, or the Party is being reconnected after a
disconnection of service or discontinuance of the processing of orders by the Billing Party due to
a previous nonpayment situation, the Billing Party may require a deposit to be held as security
for the payment of charges before the orders from the billed Party will be provisioned and
completed or before reconnection of service. "Repeatedly delinquent" means any payment
received thirty (30) calendar Days or more after the payment Due Date, three (3) or more times
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during a twelve (12) month period. The deposit may not exceed the estimated total monthly
charges for an average two (2) month period within the 1st three (3) months for all services. The
deposit may be a surety bond if allowed by the applicable Commission regulations, a letter of
credit with terms and conditions acceptable to the Billing Party, or some other form of mutually
acceptable security such as a cash deposit. Required deposits are due and payable within
thirty (30) calendar Days after demand.
5.4.Interest will be paid on cash deposits at the rate applying to deposits under
applicable Commission regulations. Cash deposits and accrued interest will be credited to the
billed Party's account or refunded, as appropriate, upon the expiration of the term of the
Agreement or the establishment of satisfactory credit with the Billing Party, which will generally
be one full year of timely payments of undisputed amounts in full by the billed Party. Upon a
material change in financial standing, the billed Party may request and the Billing Party will
consider a recalculation of the deposit. The fact that a deposit has been made does not relieveWSP from any requirements of this Agreement.
5.4.The Billing Party may review the other Party's credit standing and modify the
amount of deposit required but in no event will the maximum amount exceed the amount stated
in 5.4.
5.4.The late payment charge for amounts that are billed under this Agreement shall be
in accordance with Commission requirements.
5.4.Each Party shall be responsible for notifying its End User Customers of any
pending disconnection of a non-paid service by the billed Party, if necessary, to allow those
Customers to make other arrangements for such non-paid services.
Taxes
Any federal, state, or local sales, use, excise, gross receipts, transaction or similar
taxes, fees or surcharges resulting from the performance of this Agreement shall be borne by
the Party 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. However, where the
selling Party is permitted by law to collect such taxes, fees or surcharges, from the purchasing
Party, such taxes, fees or surcharges shall be borne by the Party purchasing the services.
Each Party is responsible for any tax on its corporate existence, status or income. Whenever
possible, these amounts shall be billed as a separate item on the invoice. 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. Until such time as a resale tax exemption
certificate is provided, no exemptions will be applied. If either Party (the Contesting Party)
contests the application of any tax collected by the other Party (the Collecting Party), the
Collecting Party shall reasonably cooperate in good faith with the Contesting Party's challenge
provided that the Contesting Party pays any costs incurred by the Collecting Party. The
Contesting Party is entitled to the benefit of any refund or recovery resulting from the contest
provided that the Contesting Party is liable for and has paid the tax contested.
Insurance
Each Party shall at all times during the term of this Agreement, at its own cost and
expense, carry and maintain the insurance coverage listed below with insurers having a "Best'
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rating of B+XIII with respect to liability arising from that Party's operations for which that Party
has assumed legal responsibility in this Agreement. If either Party or its parent company has
assets equal to or exceeding $10 000 000 000, that Party may utilize an Affiliate captive
insurance company in lieu of a "Best'" rated insurer. To the extent that the parent company of
a Party is relied upon to meet the $10,000,000 000 asset threshold, such parent shall be
responsible for the insurance obligations contained in this Section 5., to the extent its
affiliated Party fails to meet such obligations.
1 Workers' Compensation with statutory limits as required in the state of
operation and Employers' Liability insurance with limits of not less than $100 000 each
accident.
Commercial General Liability insurance covering claims for bodily injury,
death, personal injury or property damage occurring or arising out of the use or
occupancy of the premises, including coverage for independent contractor s protection
(required if any work will be subcontracted), premises-operations, products and/or
completed operations and contractual liability with respect to the liability assumed by
each Party hereunder. The limits of insurance shall not be less than $1 000,000 each
occurrence and $2 000,000 general aggregate limit.
Business automobile liability insurance covering the ownership, operation
and maintenance of all owned, non-owned and hired motor vehicles with limits of not
less than $1 000 000 per occurrence for bodily injury and property damage.1.4 Umbrella/Excess Liability insurance in an amount of $10 000 000 excess
of Commercial General Liability insurance specified above. These limits may be
obtained through any combination of primary and excess or umbrella liability insurance
so long as the total limit is $11 000 000.5 "All Risk" Property coverage on a full replacement cost basis insuring all
of WSP personal property situated on or within the Premises.
Each Party will initially provide certificate(s) of insurance evidencing coverage, and
thereafter will provide such certificates upon request. Such certificates shall (1) name the other
Party as an additional insured under commercial general liability coverage; (2) provide thirty (30)
calendar Days prior written notice of cancellation of, material change or exclusions in the
policy(s) to which certificate(s) relate; (3) indicate that coverage is primary and not excess of, or
contributory with, any other valid and collectible insurance purchased by the other Party; and (4)
acknowledge severability of interest/cross liability coverage.
Force Majeure
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, government regulations,
embargoes, epidemics, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear
accidents, floods, work stoppages, power blackouts, volcanic action, other major environmental
disturbances, or unusually severe weather conditions (collectively, a Force Majeure Event).
Inability to secure products or services of other Persons or transportation facilities or acts or
omissions of transportation Carriers shall be considered Force Majeure Events to the extent any
delay or failure in performance caused by these circumstances is beyond the Party s control and
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without that Party s fault or negligence. The Party affected by a Force Majeure Event shall give
prompt notice to the other Party, shall be excused from performance of its obligations hereunder
on a Day to Day basis to the extent those obligations are prevented by the Force Majeure
Event, and shall use reasonable efforts to remove or mitigate the Force Majeure Event. 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.
Limitation of Liability
Each Party's liability to the other Party for any loss relating to or arising out of any
act or omission in its performance under this Agreement, whether in contract, warranty, strict
liability, or tort, including (without limitation) negligence of any kind, shall be limited to the total
amount that is or would have been charged to the other Party by such breaching Party for the
service(s) or function(s) not performed or improperly performed. Each Party's liability to the
other Party for any other losses shall be limited to the total amounts charged to WSP under this
Agreement during the contract year in which the cause accrues or arises. Payments pursuant
to the QPAP should not be counted against the limit provided for in this Agreement Section.
Neither Party shall be liable to the other for indirect, incidental, consequential, or
special damages, including (without limitation) damages for lost profits, lost revenues, lost
savings suffered by the other Party regardless of the form of action, whether in contract
warranty, strict liability, tort, including (without limitation) negligence of any kind and regardless
of whether the Parties know the possibility that such damages could result.
Intentionally Left Blank.8.4 Nothing contained in this Section shall limit either Party's liability to the other for (i)
willful or intentional misconduct or (ii) damage to tangible real or personal property proximately
caused solely by such Party's negligent act or omission or that of their respective agents,
subcontractors, or employees.
Nothing contained in this Section 5.shall limit either Party'obligations of
indemnification specified in this Agreement, nor shall this Section 5.8 limit a Party's liability for
failing to.make any payment due under this Agreement.
Indemnity
TheParties agree that unless otherwise specifically set forth in this Agreement the
following constitute the sole indemnification obligations between and among the Parties:
Each of the Parties agrees to release , indemnify, defend and hold
harmless the other Party and each of its officers, directors, employees and agents (each
an Indemnitee) from and against and in respect of any loss, debt, liability, damage,
obligation, claim, demand, judgment or settlement of any nature or kind , known or
unknown, liquidated or unliquidated including, but not limited to, reasonable costs and
expenses (including attorneys' fees), whether suffered, made, instituted, or asserted by
any Person or entity, for invasion of privacy, bodily injury or death of any Person or
Persons, or for loss , damage to, or destruction of tangible property, whether or not
owned by others, resulting from the Indemnifying Party's breach of or failure to perform
under this Agreement, regardless of the form of action, whether in contract, warranty,
strict liability, or tort including (without limitation) negligence of any kind.
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In the case of claims or loss alleged or incurred by an End User Customer
of either Party arising out of or in connection with services provided to the End User
Customer by the Party, the Party whose End User Customer alleged or incurred such
claims or loss (the Indemnifying Party) shall defend and indemnify the other Party and
each of its officers, directors, employees and agents (collectively the Indemnified Party)
against any and all such claims or loss by the Indemnifying Party', End User Customers
regardless of whether the underlying service was provided or Unbundled Element was
provisioned by the Indemnified Party, unless the loss was caused by the willful
misconduct of the Indemnified Party. The obligation to indemnify with respect to claims
of the Indemnifying Party's End User Customers shall not extend to any claims for
physical bodily injury or death of any Person or person, or for loss, damage to, or
destruction of tangible property, whether or not owned by others, alleged to have
resulted directly from the negligence or intentional conduct of the employees,
contractors, agents, or other representatives of the Indemnified Party.
Intentionally Left Blank.1.4 For purposes of Section 5., where the Parties have agreed to
provision line sharing using a POTS Splitter: "End User Customer" means the DSL
provider s End User Customer for claims relating to DSL and the voice service provider
End User Customer for claims relating to voice service.
The indemnification provided herein shall be conditioned upon:
The Indemnified Party shall promptly notify the Indemnifying Party of any
action taken against the Indemnified Party relating to the indemnification. 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.
If the Indemnifying Party wishes to defend against such action, it shall
give written notice to the Indemnified Party of acceptance of the defense of such action.
In such event, the Indemnifying Party shall have sole authority to defend any such
action, including the selection of legal counsel, and the Indemnified Party may engage
separate legal counsel only at its sole cost and expense. In the event that the
Indemnifying Party does not accept the defense of the action , the Indemnified Party shall
have the right to employ counsel for such defense at the expense of the Indemnifying
Party. Each Party agrees to cooperate with the other Party in the defense of any such
action and the relevant records of each Party shall be available to the other Party with
respect to any such 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.
In the event the Indemnified Party withholds consent, the Indemnified Party may, at its
cost, take over such defense, provided that, in such event, the Indemnifying Party shall
not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified
Party against, any cost or liability in excess of such refused compromise or settlement.
10 Intellectual Property
10.Except for a license to use any facilities or equipment (including software) solely for
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the purposes of this Agreement or to receive any service solely (a) as provided in this
Agreement or (b) as specifically required by the then-applicable federal and state rules and
regulations relating to Interconnection and access to Telecommunications facilities and
services, nothing contained within this Agreement shall be construed as the grant of a license,
either express or implied, with respect to any patent, copyright, trade name trade mark, service
mark, trade secret, or other proprietary interest or intellectual property, now or hereafter owned
controlled or licensable by either Party. Nothing in this Agreement shall be construed as the
grant to the other Party of any rights or licenses to trade or service marks.
10.Subject to Section 5., each Party (the Indemnifying Party) shall indemnify and
hold the other Party (the Indemnified Party) harmless from and against any loss, cost, expense
or liability arising out of a claim that the use of facilities of the Indemnifying Party or services
provided by the indemnifying Party provided or used pursuant to the terms of this Agreement
misappropriates or otherwise violates the intellectual property rights of any third party.
addition to being subject to the provisions of Section 5., the obligation for indemnification
recited in this paragraph shall not extend to infringement which results from (a) any combination
of the facilities or services of the Indemnifying Party with facilities or services of any other
Person (including the Indemnified Party but excluding the Indemnifying Party and any of its
Affiliates), which combination is not made by or at the direction of the Indemnifying Party or (b)
any modification made to the facilities or services of the Indemnifying Party by, on behalf of or at
the request of the Indemnified Party and not required by the Indemnifying Party. In the event of
any claim, the Indemnifying Party may, at its sole option (a) obtain the right for the Indemnified
Party to continue to use the facility or service; or (b) replace or modify the facility or service to
make such facility or service non-infringing. If the Indemnifying Party is not reasonably able to
obtain the right for continued use or to replace or modify the facility or service as provided in the
preceding sentence and either (a) the facility or service is held to be infringing by a court of
competent jurisdiction or (b) the Indemnifying Party reasonably believes that the facility
service will be held to infringe , the Indemnifying Party shall notify the Indemnified Party and the
parties shall negotiate in good faith regarding reasonable modifications to this Agreement
necessary to (1) mitigate damage or comply with an injunction which may result from such
infringement or (2) allow cessation of further infringement. The Indemnifying Party may request
that the Indemnified Party take steps to mitigate damages resulting from the infringement or
alleged infringement including, but not limited to, accepting modifications to the facilities or
services, and such request shall not be unreasonably denied.
10.To the extent required under applicable federal and state law, Qwest shall use its
best efforts to obtain , from its vendors who have licensed intellectual property rights to Qwest in
connection with facilities and services provided hereunder, licenses under such intellectual
property rights as necessary for WSP to use such facilities and services as contemplated
hereunder and at least in the same manner used by Qwest for the facilities and services
provided hereunder. Qwest shall notify WSP immediately in the event that Qwest believes it
has used its best efforts to obtain such rights, but has been unsuccessful in obtaining such
rights.
10.Qwest covenants that it will not enter into any licensing agreements with
respect to any Qwest facilities, equipment or services, including software, that contain
provisions that would disqualify WSP from using or interconnecting with such facilities
equipment or services, including software, pursuant to the terms of this Agreement.
Qwest warrants and further covenants that it has not and will not knowingly modify any
existing license agreements for any network facilities, equipment or services, including
software, in whole or in part for the purpose of disqualifying WSP from using or
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interconnecting with such facilities, equipment or services, including software, pursuant
to the terms of this Agreement. To the extent that providers of facilities, equipment
services or software in Qwest's network provide Qwest with indemnities covering
intellectual property liabilities and those indemnities allow a flow-through of protection to
third parties, Qwest shall flow those indemnity protections through to WSP.
10.4 Except as expressly provided in this Intellectual Property Section, nothing in this
Agreement shall be construed as the grant of a license, either express or implied, with respect
to any patent, copyright, logo, trademark, trade name, trade secret or any other intellectual
property right now or hereafter owned, controlled or licensable by either Party. Neither Party
may use any patent, copyright, logo, trademark, trade name, trade secret or other intellectual
property rights of the other Party or its Affiliates without execution of a separate agreement
between the Parties.
10.Neither Party shall without the express written permission of the other Party, state
or imply that: 1) it is connected, or in any way affiliated with the other or its Affiliates; 2) it is part
of a joint business association or any similar arrangement with the other or its Affiliates; 3) the
other Party and its Affiliates are in any way sponsoring, endorsing or certifying it and its goods
and services; or 4) with respect to its marketing, advertising or promotional activities or
materials, the resold goods and services are in any way associated with or originated from the
other or any of its Affiliates. Nothing in this paragraph shall prevent either Party from truthfully
describing the Network Elements it uses to provide service to its End User Customers, provided
it does not represent the Network Elements as originating from the other Party or its Affiliates in
any marketing, advertising or promotional activities or materials.
10.Intentionally Left Blank.
10.Qwest and WSP each recognize that nothing contained in this Agreement is
intended as an assignment or grant to the other of any right, title or interest in or to the
trademarks or service marks of the other (the Marks) and that this Agreement does not confer
any right or license to grant sublicenses or permission to third parties to use the Marks of the
other and is not assignable. Neither Party will do anything inconsistent with the other
ownership of their respective Marks, and all rights, if any, that may be acquired by use of the
Marks shall inure to the benefit of their respective Owners. The Parties shall comply with all
Applicable Law governing Marks worldwide and neither Party will infringe the Marks of the other.
11 Warranties
11.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES
AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THAT ALL
PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS " WITH ALL
FAUL TS.
12 Assignment
12.Neither Party may assign or transfer (whether by operation of law or otherwise) this
Agreement (or any rights or obligations hereunder) to a third party without the prior written
consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer
this Agreement to a corporate Affiliate or an entity under its common control; without the
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consent of the other Party, provided that the performance of this Agreement by any such
assignee is guaranteed by the assignor. Any attempted assignment or transfer that is not
permitted 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.
12.In the event that Qwest transfers to any unaffiliated Party exchanges including End
User Customers that WSP serves in whole or in part through facilities or services provided by
Qwest under this Agreement, the transferee shall be deemed a successor to Qwest'
responsibilities hereunder for a period of ninety (90) Days from notice to WSP of such transfer
or until such later time as the Commission may direct pursuant to the Commission s then
applicable statutory authority to impose such responsibilities either as a condition of the transfer
or under such other state statutory authority as may give it such power. In the event of such a
proposed transfer, Qwest shall use its best efforts to facilitate discussions between WSP and
the Transferee with respect to Transferee s assumption of Qwest's obligations pursuant to the
terms of this Agreement.
12.Nothing in this section is intended to restrict WSP's rights to opt into a Wireless
Interconnection Agreement under S 252 of the Act.
13 Default
13.If either Party defaults in the payment of any amount due hereunder, or if either
Party violates any other material provision of this Agreement, and such default or violation shall
continue for thirty (30) calendar Days after written notice thereof, the other Party may seek relief
in accordance with the Dispute Resolution provision of this Agreement. The failure of either
Party to enforce any of the provisions of this Agreement or the waiver thereof in any instance
shall not be construed as a general waiver or relinquishment on its part of any such provision,
but the same shall, nevertheless, be and remain in full force and effect.
14 Disclaimer of Agency
14.Except for provisions herein expressly authorizing a Party to act for another,
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, no Party undertakes 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.
15 Severability
15.In the event that anyone 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 as set forth herein. If any part of this
Agreement is held to be invalid or unenforceable for any reason, such invalidity or
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.
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16 Nondisclosure
16.All information , including but not limited to specifications, microfilm, photocopies,
magnetic disks , drawings , sketches, models, samples, tools, technical information, data,
employee records, maps, financial reports , and market data , (i) furnished by one Party to the
other Party dealing with business or marketing plans End User Customer specific, facility
specific, or usage specific information, other than End User Customer information
communicated for the purpose of providing Directory Assistance or publication of Directory
Database, or (ii) in written , graphic, electromagnetic, or other tangible form and marked at the
time of delivery as "Confidential" or "Proprietary , or (iii) communicated and declared to the
receiving Party at the time of delivery, or by written notice given to the receiving Party within ten
(10) calendar Days after delivery, to be "Confidential" or "Proprietary" (collectively referred to as
Proprietary Information ), shall remain the property of the disclosing Party. 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. Each Party shall have the right to
correct an inadvertent failure to identify information as Proprietary Information by giving written
notification within thirty (30) Days after the information is disclosed. The receiving Party shall
from that time forward, treat such information as Proprietary Information.
16.Upon request by the disclosing Party, the receiving Party shall return all tangible
copies of Proprietary Information, whether written , graphic or otherwise, except that the
receiving Party may retain one copy for archival purposes.
16.Each Party shall keep all of the other Party s Proprietary Information confidential
and will disclose it on a need to know basis only. In no case shall retail marketing, sales
personnel, or strategic planning have access to such Proprietary Information. The Parties 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.
16.4 Unless otherwise agreed, the obligations of confidentiality and non-use set forth in
this Agreement do not apply to such Proprietary Information as:a) was at the time of receipt already known to the receiving Party free of any
obligation to keep it confidential evidenced by written records prepared prior to delivery
by the disclosing Party; or
Party; or
is or becomes publicly known through no wrongful act of the receivingc) is rightfully received from a third Person having no direct or indirect
secrecy or confidentiality obligation to the disclosing Party with respect to such
information; ord) is independently developed by an employee, agent, or contractor of the
receiving Party which individual is not involved in any manner with the provision of
services pursuant to the Agreement and does not have any direct or indirect access to
the Proprietary Information; or
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Terms and Conditions. e) is disclosed to a third person by the disclosing Party without similar
restrictions on such third person s rights; or
is approved for release by written authorization of the disclosing Party; or
g)
is required to be disclosed by the receiving Party pursuant to Applicable
Law or regulation provided that the receiving Party shall give sufficient notice of the
requirement to the disclosing Party to enable the disclosing Party to seek protective
orders.
16.Nothing herein is intended to prohibit a Party from supplying factual information
about its network and Telecommunications Services on or connected to its network to regulatory
agencies including the Federal Communications Commission and the Commission so long as
any confidential obligation is protected. In addition either Party shall have the right to disclose
Proprietary Information to any mediator, arbitrator, state or federal regulatory body, the
Department of Justice or any court in the conduct of any proceeding arising under or relating in
any way to this Agreement or the conduct of either Party in connection with this Agreement
including without limitation the approval of this Agreement, or in any proceedings concerning the
provision of InterLA T A services by Qwest that are or may be required by the Act. The Parties
agree to cooperate with each other in order to seek appropriate protection or treatment of such
Proprietary Information pursuant to an appropriate protective order in any such proceeding.
16.Effective Date of this Section. Notwithstanding any other provision of this
Agreement, the Proprietary Information provisions of this Agreement shall apply to all
information furnished by either Party to the other in furtherance of the purpose of this
Agreement, even if furnished before the Effective Date.
16.Each Party agrees that the disclosing Party could be irreparably injured by a
breach of the confidentiality obligations of this Agreement by the receiving Party or its
representatives and that the disclosing Party shall be entitled to seek equitable relief, including
injunctive relief and specific performance in the event of any breach of the confidentiality
provisions of this Agreement. Such remedies shall not be deemed to be the exclusive remedies
for a breach of the confidentiality provisions of this Agreement, but shall be in addition to all
other remedies available at law or in equity.
16.Nothing herein should be construed as limiting either Party's rights with respect to
its own Proprietary Information or its obligations with respect to the other Party's Proprietary
Information under Section 222 of the Act.
16.Forecasts provided by either Party to the other Party shall be deemed Confidential
Information and the Parties may not distribute, disclose or reveal, in any form, this material other
than as allowed and described in subsections 5.16.1 and 5.16.
16.The Parties may disclose, on a need to know basis only, WSP individual
forecasts and forecasting information disclosed by Qwest, to Qwest's legal personnel in
connection with their representation of Qwest in any dispute regarding the quality or
timeliness or the forecast as it relat~s to any reason for which WSP provided it to Qwest
under this Agreement, as well as to WSP's wholesale account managers, wholesale LIS
and Collocation product managers, network and growth planning personnel responsible
for preparing or responding to such forecasts or forecasting information. In no case shall
retail marketing, sales or strategic planning have access to this forecasting information.
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The Parties will inform all of the aforementioned personnel with access to such
Confidential Information, of its confidential nature and will require personnel to execute a
nondisclosure agreement which states that, upon threat of termination , the
aforementioned personnel may not reveal or discuss such information with those not
authorized to receive it except as specifically authorized by law. Violations of these
requirements shall subject the personnel to disciplinary action up to and including
termination of employment.
16.Upon the specific order of the Commission, Qwest may provide
the forecast information that WSPs have made available to Qwest under this
Agreement, provided that Qwest shall first initiate any procedures necessary to
protect the confidentiality and to prevent the public release of the information
pending any applicable Commission procedures and further provided that Qwest
provides such notice as the Commission directs to WSP involved, in order to
allow it to prosecute such procedures to their completion.
16.The Parties shall maintain confidential forecasting information in secure
files and locations such that access to the forecasts is limited to the personnel
designated in subsection 5.16.1 above and such that no other personnel have
computer access to such information.
17 Survival
17.Any liabilities or obligations of a Party for acts or omissions prior to the termination
of this Agreement, and any obligation of a Party.under the provisions regarding indemnification
Confidential or Proprietary Information, limitations 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 hereof.
18 Dispute Resolution18. If any claim, controversy or dispute between the Parties, their agents, employees,
officers, directors or affiliated agents should arise, and the Parties do not resolve it in the
ordinary course of their dealings (the "Dispute ), then it shall be resolved in accordance with this
Section. Each notice of default, unless cured within the applicable cure period, shall be
resolved in accordance herewith. Dispute resolution under the procedures provided in this
Section 5.18 shall be the preferred, but not the exclusive remedy for all disputes between Qwest
and WSP arising out of this Agreement or its breach. Each Party reserves its rights to resort to
the Commission or to a court, agency, or regulatory authority of competent jurisdiction. Nothing
in this Section 5.18 shall limit the right of either Qwest or WSP, upon meeting the requisite
showing, to obtain provisional remedies (including injunctive relief) from a court before, during or
after the pendancy of any arbitration proceeding brought pursuant to this Section 5.18.
However, once a decision is reached by the Arbitrator, such decision shall supersede any
provisional remedy.
18.At the written request of either Party (the Resolution Request), and prior to any
other formal dispute resolution proceedings, each Party shall within seven (7) calendar Days
after such Resolution Request designate a vice-presidential level employee or a representative
with authority to make commitments to review, meet, and negotiate, in good faith, to resolve the
Dispute. The Parties intend that these negotiations be conducted by non-lawyer, business
representatives, and the locations, format, frequency, duration , and conclusions of these
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discussions shall be at the discretion of the representatives. By mutual agreement, the
representatives may use other procedures, such as mediation , to assist in these negotiations.
The discussions and correspondence among the representatives for the purposes of these
negotiations shall be treated as Confidential Information developed for purposes of settlement
and shall be exempt from discovery and production, and shall not be admissible in any
subsequent arbitration or other proceedings without the concurrence of both of the Parties.
18.If the vice-presidential level representatives or the designated representative with
authority to make commitments have not reached a resolution of the Dispute within fifteen (15)
calendar Days after the Resolution Request (or such longer period as agreed to in writing by the
Parties), or if either Party fails to designate such vice-presidential level representative or their
representative with authority to make commitments within seven (7) calendar Days after the
date of the Resolution Request, then either Party may request that the Dispute be settled by
arbitration. Notwithstanding the foregoing, a Party may request that the Dispute be settled by
arbitration two (2) calendar Days after the Resolution Request pursuant to the terms of Section
18.1. In any case, the arbitration proceeding shall be conducted by a single arbitrator
knowledgeable about the Telecommunications industry unless the Dispute involves amounts
exceeding five million ($5 000 000) in which case the proceeding shall be conducted by a panel
of three (3) arbitrators , knowledgeable about the Telecommunications industry. The arbitration
proceedings shall be conducted under the then-current rules for commercial disputes of the
American Arbitration Association (AAA) or J.S./Endispute, at the election of the Party that
initiates dispute resolution under this Section 5.18. Such rules and procedures shall apply
notwithstanding any part of such rules that may limit their availability for resolution of a Dispute.
The Federal ArbitrationAct, 9 U.C. Sections 1-16, not state law, shall govern the arbitrability
of the Dispute. The arbitrator shall not have authority to award punitive damages. The
arbitrator's award shall be final and binding and may be entered in any court having jurisdiction
thereof. Each Party shall bear its own costs and attorneys' fees , and shall share equally in the
fees and expenses of the arbitrator. The arbitration proceedings shall occur in the Denver
Colorado metropolitan area or in another mutually agreeable location. It is acknowledged that
the Parties , by mutual, written agreement, may change any of these arbitration practices for a
particular, some, or all Dispute(s). The Party which sends the Resolution Request must notify
the Secretary of the Commission of the arbitration proceeding within forty-eight (48) hours of the
determination to arbitrate.
18.All expedited procedures prescribed by the AAA or J.S./Endispute
rules , as the case may be, shall apply to Disputes affecting the ability of a Party
provide uninterrupted, high quality services to its End User Customers, or as otherwise
called for in this Agreement. A Party may seek expedited resolution of a Dispute if the
vice-presidential level representative , or other representative with authority to make
commitments, have not reached a resolution of the Dispute within two (2) calendar Days
after the Resolution Request. In the event the Parties do not agree that a service
affecting Dispute exists, the Dispute resolution shall commence under the expedited
process set forth in this Section 5.18., however, the first matter to be addressed by
the Arbitrator shall be the applicability of such process to such Dispute.
18.There shall be no discovery except for the exchange of documents
deemed necessary by the Arbitrator to an understanding and determination of the
Dispute. Qwest and WSP shall attempt, in good faith, to agree on a plan for such
document discovery. Should they fail to agree, either Qwest or WSP may request a joint
meeting or conference call with the Arbitrator. The Arbitrator shall resolve any Disputes
between Qwest and WSP , and such resolution with respect to the need, scope, manner,
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and timing of discovery shall be final and binding.
18.Arbitrator s Decision
18.The Arbitrator s decision and award shall be in writing and shall
state concisely the reasons for the award, including the Arbitrator's findings of
fact and conclusions of law.
18.An interlocutory decision and award of the Arbitrator granting or
denying an application for preliminary injunctive relief may be challenged in a
forum of competent jurisdiction immediately, but no later than ten (10) business
days after the appellant'receipt of the decision challenged. During the
pendency of any such challenge, any injunction ordered by the Arbitrator shall
remain in effect, but the enjoined Party may make an application to the Arbitrator
for appropriate security for the payment of such costs and damages as may be
incurred or suffered by it if it is found to have been wrongfully enjoined, if such
security has not previously been ordered. If the authority of competent
jurisdiction determines that it will review, a decision granting or denying
application for preliminary injunctive relief, such review shall be conducted on an
expedited basis.
18.3.4 To the extent that any information or materials disclosed in the course of
an arbitration proceeding contain proprietary, trade secret or Confidential Information of
either Party, it shall be safeguarded in accordance with Section 5.16 of this Agreement
or if the Parties mutually agree, such other appropriate agreement for the protection of
proprietary, trade secret or Confidential Information that the Parties negotiate. However
nothing in such negotiated agreement shall be construed to prevent either Party from
disclosing the other Party information to the Arbitrator in connection with or
anticipation of an arbitration proceeding, provided , however, that the Party seeking to
disclose the information shall first provide fifteen (15) calendar Days notice to the
disclosing Party so that that Party, with the cooperation of the other Party, may seek a
protective order from the arbitrator. Except as the Parties otherwise agree, or as the
Arbitrator for good cause orders, the arbitration proceedings, including hearings , briefs,
orders, pleadings and discovery shall not be deemed confidential and may be disclosed
at the discretion of either Party, unless it is subject to being safeguarded as proprietary,
trade secret or Confidential Information, in which event the procedures for disclosure of
such information shall apply.
18.4 Should it become necessary to resort to court proceedings to enforce a Party'
compliance with the dispute resolution process set forth herein , and the court directs or
otherwise requires compliance herewith, then all of the costs and expenses, including its
reasonable attorney fees, incurred by the Party requesting such enforcement shall be
reimbursed by the non-complying Party to the requesting Party.
18.No Dispute, regardless of the form of action, arising out of this Agreement, may be
brought by either Party more than two (2) years after the cause of action accrues.
18.Nothing in this Section is intended to divest or limit the jurisdiction and authority of
the Commission or the FCC as provided by state and federal law.
18.In the event of a conflict between this Agreement and the rules prescribed by the
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AAA or J.S./Endispute, this Agreement shall be controlling.
18.This Section does not apply to any claim, controversy or Dispute between the
Parties, their agents, employees, officers, directors or affiliated agents concerning the
misappropriation of use of intellectual property rights of a Party, including, but not limited to, the
use of the trademark, trade name, trade dress or service mark of a Party.
19 Controlling Law
19.This Agreement is offered b west and accepted by WSP in accordance with
applicable federal law and the state law of . It sh~1I be interpreted solely in accordance
with applicable federal law and the state law of
20 Responsibility for Environmental Contamination
20.Neither Party shall be liable to the other for any costs whatsoever resulting from
the presence or release of any Environmental Hazard that either Party did not introduce to the
affected work location. Both Parties shall defend and hold harmless the other, its officers,
directors and employees from and against any losses, damages , claims, demands, suits,
liabilities , fines, penalties and expenses (including reasonable attorneys' fees) that arise out of
or result from (i) any Environmental Hazard that the Indemnifying Party, its contractors or agents
introduce to the Work Locations or (ii) the presence or release of any Environmental Hazard for
which the Indemnifying Party is responsible under Applicable Law.
20.In the event any suspect materials within Qwest-owned, operated or leased
facilities are identified to be asbestos containing, WSP will ensure that to the extent any
activities which it undertakes in the facility disturb such suspect materials , such WSP 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 WSP or
equipment placement activities that result in the generation of asbestos-containing material
WSP does not have any responsibility for managing, nor is it the owner of, nor does it have any
liability for, or in connection with, any asbestos-containing material. Qwest agrees to
immediately notify WSP if Qwest undertakes any asbestos control or asbestos abatement
activities that potentially could affect WSP personnel, equipment or operations, including, but
not limited to, contamination of equipment.
Notices
21.Any notices required by or concerning this Agreement shall be in writing and shall
be sufficiently given if delivered personally, delivered by prepaid overnight express service, or
sent by certified mail , return receipt requested, or by email where specified in this Agreement to
Qwest and WSP at the addresses shown below:
Qwest Corporation
Director Interconnection Agreements
1801 California, Room 2410
Denver, CO 80202
Email
Phone
Fax
With copy to:
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Qwest Law Department
Attention: Corporate Counsel, Interconnection
1801 California Street, 10th Floor
Denver, CO 80202
Email
Phone
Fax
and to WSP at the address shown below:
WSP
Name/Address
WSP Notice contact
Email
Phone
Fax
If personal delivery is selected to give notice, a receipt acknowledging such delivery must be
obtained. Each Party shall inform the other of any change in the above contact Person and/or
address using the method of notice called for in this Section 5.21.
22 Responsibility of Each Party
22.Each Party is an independent contractor, and has and hereby retains the right to
exercise full control of and supervision over its own performance of 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 all other regulations governing such matters. Each
Party will be solely responsible for proper handling, storage, transport and disposal at its own
expense of all (i) substances or materials that it or its contractors or agents bring to, create or
assume control over at Work Locations, and (ii) Waste resulting there from or otherwise
generated in connection with its or its contractors' or agents ' activities at the Work Locations.
Subject to the limitations on liability and except as otherwise provided in this Agreement, each
Party shall be responsible for (i) 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
(ii) the acts of its own Affiliates, employees, agents and contractors during the performance of
that Party's obligations hereunder.
23 No Third Party Beneficiaries
23.The provisions of this Agreement are for the benefit of the Parties and not for any
other Person. This Agreement will not provide any Person not a Party to this Agreement with
any remedy, claim, liability, reimbursement, claim of action, or other right in excess of those
existing by reference in this Agreement.
24 Intentionally left Blank.
25 Publicity
25.Neither Party shall publish or use any publicity materials with respect to the
execution and delivery or existence of this Agreement without the prior written approval of the
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other Party. Nothing in this section shall limit a Party's ability to issue public statements with
respect to regulatory or judicial proceedings.
26 Executed in Counterparts
26.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.
27 Compliance
27.Each Party shall comply with all applicable federal , state, and local laws, rules and
regulations applicable to its performance under this Agreement. Without limiting the foregoing,
Qwest and WSP agree to keep and maintain in full force and effect all permits, licenses,
certificates, and other authorities needed to perform their respective obligations hereunder.
28 Compliance with the Communications Assistance Law Enforcement Act of
1994
28.Each Party represents and warrants that any equipment, facilities or services
provided to the other Party under this Agreement comply with the Communications Assistance
Law Enforcement Act (CALEA). Each Party shall indemnify and hold the other Party harmless
from any and all penalties imposed upon the other Party for such noncompliance and shall at
the non-compliant Party's sole cost and expense , modify or replace any equipment, facilities or
services provided to the other Party under this Agreement to ensure that such equipment
facilities and services fully comply with CALEA.
29 Cooperation
29.The Parties agree that this Agreement involves the provision of Qwest services in
ways such services were not previously available and the introduction of new processes and
procedures to provide and bill such services. Accordingly, the Parties agree to work jointly and
cooperatively in testing and implementing processes for pre-ordering, ordering, maintenanceProvisioning and Billing and in reasonably resolving issues which result from such
implementation on a timely basis. Electronic processes and procedures are addressed in
Section 11 of this Agreement.
30 Amendments
30.Amendments; Waivers. The provisions of this Agreement, including the provisions
of this sentence , may not be amended , modified or supplemented, and waivers or consents to
departures from the provisions of this Agreement may not be given without the written consent
thereto by both Parties' authorized representative. No waiver by any party of any default
misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, will
be deemed to extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
Entire Agreement
31.This Agreement (including the documents referred to herein) constitutes the full
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and entire understanding and agreement between the parties with regard to the subjects of this
Agreement and supersedes any prior understandings, agreements, or representations by or
between the parties, written or oral, to the extent they relate in any way to the subjects of this
Ag reement.
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