20020911Application.pdf

STOEL 101 5 Cap tol Boulevard.Suite 1900
RIVES SEP
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LLP fax [phone]
I O A www.stoeLcom
ATTORNEYS AT LAW
MARY S.HOBSON
Direct [phone]
September 11,2002 [e-mail]
VIA HAND DELIVERY
Ms.Jean Jewell,Secretary
Idaho Public Utilities Commission
472 W.Washington Street
Boise,Idaho 83720-0074
Re:CASE NO.
Applicationfor Approvalof Resale Agreement
Dear Ms.Jewell:
Enclosed for filing with this Commission on behalf of Qwest Corporation and The Local
Connection is an original and three (3)copies of the Joint Application seeking approval of the
Resale Agreement for the State of Idaho.The parties respectfullyrequest that this matter be
placed on the Commission Decision Meeting Agenda for expedited approval.
Please contact me if you have any questions concerning the enclosed.Thank you for your
assistance in this matter.
Very truly yours,
Mary S.GIobson
:blg
Enclosure
Oregon
Washington
California
Ut a h
Boise-146111.1 0029164-00016 i d a ho
Mary S.Hobson (ISB#2142)
Stoel Rives LLP
101 South Capitol Boulevard -Suite 1900
Boise,ID 83702
Telephone:[phone]
Facsimile:[phone]
mshobson(alstoel.com
Joe Velasquez
The Local Connection
1003 Idaho Street -Suite 5
Elko,NV 89801
Phone:[phone] NE W CASEFax:[phone]
[e-mail]
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
JOINT APPLICATION OF QWEST CASE NO.
CORPORATION AND THE LOCAL
CONNECTION FOR APPROVAL OF A
RESALE AGREEMENT PURSUANT TO
47 U.S.C.§252(e)
APPLICATION FOR APPROVAL OF RESALE AGREEMENT
Qwest Corporation ("Qwest")and The Local Connection ("LC")hereby jointly file this
Application for Approval of Resale Agreement for the State of Idaho (the "Agreement").A copy
of the Agreement is submitted herewith.
This Agreement was reached through voluntarynegotiations without resort to mediation
or arbitration and is submitted for approval pursuant to Section 252(e)of the Communications
Act of 1934,as amended by the Telecommunications Act of 1996 (the "Act").
Section 252(e)(2)of the Act directs that a state Commission may reject an agreement
reached through voluntary negotiations only if the Commission finds that:the agreement (or
portion(s)thereof)discriminates against a telecommunications carrier not a party to this
agreement;or the implementation of such an agreement (or portion)is not consistent with the
public interest,convenience and necessity.
APPLICATION FOR APPROVAL OF RESALE AGREEMENT -Page 1
Boise-146107.1 0029164-00016
LC and Qwest respectfullysubmit that this Agreement,which adds terms and conditions
for an Unbundled Network Element Platform and services for resale,provides no basis for either
of these findings,and,therefore jointly request that the Commission approve this Agreement
expeditiously.This Agreement is consistent with the public interest as identified in the pro-
competitive policies of the State of Idaho,the Commission,the United States Congress,and the
Federal Communications Commission.Expeditious approval of this Agreement will enable LC
to interconnect with Qwest facilities and to provide customers with increased choices among
local telecommunications services.
LC and Qwest further request that the Commission approve this Agreement without a
hearing.Because this Agreement was reached through voluntarynegotiations,it does not raise
issues requiring a hearing and does not concern other parties not a party to the negotiations.
Expeditious approval would further the public interest.
Respectfullysubmitted this l1"'day of September,2002.
Qwest Corporation
Mary S obson
Stoel Rives LLP,Attorneys for Qwest
and
Joe Velasquez
The Local Connection
APPLICATION FOR APPROVAL OF RESALE AGREEMENT -Page 2
Boise-l46107.1 0029164-00016
CERTIFICATE OF SERVICE
I hereby certify that on this 116 day of September,2002,I servedthe foregoing APPLICATION
FOR APPROVAL OF RESALE AGREEMENT upon all parties of record in this matter as follows:
Ms.Jean Jewell,Secretary X Hand Delivery
Idaho Public Utilities Commission U.S.Mail
472 West Washington Street Overnight Delivery
Boise,Idaho 83720-0074 Facsimile
Joe Velasquez Hand Delivery
The Local Connection X U.S.Mail
1003 Idaho Street -Suite 5 Overnight Delivery
Elko,NV 89801 Facsimile
Phone:[phone]
Fax:[phone]
joevelasquez hotmail.com
Qwest Corporation Hand Delivery
Director -Interconnection Compliance X U.S.Mail
1801 California Street -Suite 2410 Overnight Delivery
Denver,CO 80202 Facsimile
Phone:[phone]
Fax:[phone]
[e-mail]
Qwest Law Department Hand Delivery
ATTN:Corporate Counsel Interconnection X U.S.Mail
1801 California Street -38 Floor Overnight Delivery
Denver,CO 80202 Facsimile
Luba Hromyk Hand Delivery
Legal Dept./Contract Development and Services X U.S.Mail
Qwest Communications International,Inc.Overnight Delivery
7800 East Orchard Road -Suite 250 Facsimile
Englewood,CO 80111
Phone:[phone]
Fax:[phone]
lhromvk uswest.com
Brandi L.Gearhart,PLS
Legal Secretary to Mary S.Hobson
Stoel Rives LLP
APPLICATION FOR APPROVAL OF RESALE AGREEMENT -Page 3
Boise-146107.l 0029164-00016
RESALE
AGREEMENT
BETWEEN
Owest Corporation (f.d.b.a.US WEST COMMUNICATIONS,INC.)
AND
The Local Connection
FOR THE STATE OF
IDAHO
August 9,2002
Table of Contents
TABLE OF CONTENTS
P A RT A -GENER ALTERMS ....................................................................................................1
SECTIO N 1.0 -SCO PEOF AGREEMENT ................................................................................1
SECTION 2.0 -INTERPRETATION AND CONSTRUCTION .....................................................3
SECTION 3.0 -IMPLEMENTATION SCHEDULE......................................................................4
SE CTION 4.0 -DEFI N ITI ONS....................................................................................................5
SECTION 5.0 -TERMS AND CONDITIONS..............................................................................7
5.1 GENERAL PROVISIONS...............................................7
5.2 TERM OF AGREEMENT............................................7
5.3 PROOF OF AUTHORIZATION .............................................7
5.4 PAYMENT.............................................8
5.5 TAXES...............................................9
5.6 FORCE MAJEURE............................................10
5.7 LIMITATION OF LIABILITY...........................................10
5.8 INDEMNITY............................................11
5.9 INTELLECTUAL PROPERTY..............................................12
5.10 WARRANTIES.............................................14
5.11 ASSIGNMENT............................................14
5.12 DEFAULT.............................................14
5.13 DISCLAIMER OF AGENCY............................................15
5.14 SEVERABILITY ...............................................15
5.15 NONDISCLOSURE...........................................15
5.16 SURVIVAL..............................................16
5.17 DISPUTE RESOLUTION ..............................................16
5.18 CONTROLLING LAW .........................................................................17
5.19 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION ..............................................18
5.20 NOTICES.............................................................18
5.21 RESPONSIBILITY OF EACH PARTY...............................................18
5.22 No THIRD PARTY BENEFICIARIES.............................................19
5.23 REFERENCED DOCUMENTS...............................................19
5.24 PUBLICITY................................................19
5.25 AMENDMENT .........................................................19
5.26 HEADINGS OF No FORCE OR EFFECT ....................................................19
5.27 REGULATORY APPROVAL........................................................20
5.28 EXECUTED IN COUNTERPARTS .................................................20
5.29 COMPLIANCE...........................................................................................................................20
5.30 COMPLIANCE WITH THE COMMUNICATIONS ASSISTANCE LAW ENFORCEMENT ACT OF 1994..............20
5.31 COOPERATION ........................................................20
5.32 ENTIRE AGREEMENT.......................................................20
5.33 PICK AND CHOOSE ........................................................21
SE CTI ON 6.0 -RESA LE .........................................................................................................22
6.1 DESCRIPTION .....................................................22
6.2 TERMS AND CONDITIONS..................................................22
6.3 RATES AND CHARGES...................................................27
6.4 ORDERING PROCESS..........................................................28
6.5 BILLING ............................................................29
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Table of Contents
6.6 MAINTENANCE AND REPAIR..............................................30
SECTION 7.0 -WHITE PAGES DIRECTORY LISTINGS........................................................31
SECTION 8.0 -NETWORK SECURITY...................................................................................35
SECTION 9.0 --ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)........................37
9.1 DESCRIPTION .................................................................................................37
9.2 OSS SUPPORT FOR PRE-ORDERING,ORDERING AND PROVISIONING ..........................................37
9.3 MAINTENANCE AND REPAIR.............................................44
SECTION 10.0 -QWEST DEX.................................................................................................50
SECTION 11.0 -SERVICE PERFORMANCE..........................................................................51
SECTION 12 -SIGNATURE ....................................................................................................52
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bection 1 -Scope of Agreement
PART A -GENERAL TERMS
This Resale Agreement is between The Local Connection ("RESELLER"),a Nevada
Corporation and Qwest Corporation (f.d.b.a.US WEST Communications,Inc.)("Qwest"),a
Colorado corporation.
Section LO -SCOPE OF AGREEMENT
1.1 The provisions in this Agreement are based,in large part,on the existing state of
the law,rules,regulations and interpretations thereof,as of the date hereof (the "Existing
Rules").Among the Existing Rules are the results of arbitrated decisions by the Commission
which are currently being challenged by Qwest or RESELLER.Among the Existing Rules are
certain FCC rules and orders that are the subject of,or affected by,the opinion issued by theSupremeCourtoftheUnitedStatesinAT&T Corp.,et al.v.lowa Utilities Board,et al.on
January 25,1999.Many of the Existing Rules,including rules concerning which Network
Elements are subject to unbundling requirements,may be changed or modified during legal
proceedings that follow the Supreme Court opinion.Among the Existing Rules are the FCC's
orders regarding BOCs'applications under Section 271 of the Act.Qwest is basing the
offerings in this Agreement on the Existing Rules,including the FCC's orders on BOC 271
applications.Nothing in this Agreement shall be deemed an admission by Qwest concerning
the interpretation or effect of the Existing Rules or an admission by Qwest that the Existing
Rules should not be vacated,dismissed,stayed or modified.Nothing in this Agreement shall
preclude or estop Qwest or RESELLER 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,dismissed,stayed or modified.To the extent that the Existing Rules are
changed,vacated,dismissed,stayed or modified,then this Agreement and all contracts
adopting all or part of this Agreement shall be amended to reflect such modification or change of
the Existing Rules.Where the Parties fail to agree upon such an amendment within sixty (60)
days from the effective date of the modification or change of the Existing Rules,it shall be
resolved in accordance with the Dispute Resolution provision of this Agreement.It is expressly
understood that this Agreement will be corrected to reflect the outcome of generic proceedings
by the Commission for pricing,service standards,or other matters covered by this Agreement.
This Section 1.1 shall be considered part of the rates,terms and conditions of each
interconnection service and network element arrangement contained in this Agreement,and this
Section 1.1 shall be considered legitimately related to the purchase of each service and network
element arrangement contained in this Agreement.
1.2 This Agreement sets forth the terms,conditions and prices under which Qwest
agrees to provide the Unbundled Network Element Platform and/or services for resale to
RESELLER,all for the sole purpose of providing Telecommunications Services.
1.3 In the performance of their obligations under this Agreement,the Parties shall act
in good faith and consistently with the intent of the Act.Where notice,approval or similar action
by a Party is permitted or required by any provision of this Agreement,(including,without
limitation,the obligation of the Parties to further negotiate the resolution of new or open issues
under this Agreement)such action shall not be unreasonably delayed,withheld or conditioned.
1.4 This Agreement is structured in the following format:
Section 1 -General Terms
Section 2 -Interpretation and Construction
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bection 1 -Scope of Agreement
Section 3 -Implementation Schedule
Section 4 -Definitions
Section 5 -Terms and Conditions
Section 6 -Resale
Section 7 -White Pages Directory Listings
Section 8 -Network Security
Section 9 -Access to Operational Support Systems
Section 10 -Qwest Dex
Section 11 -Service Performance
Section 12 -Signature Page
Exhibit A -Rates
1.5 Prior to placing any orders for services under this Agreement,the Parties willjointlycompleteQwest's "Reseller Questionnaire".This questionnaire will then be used to:
Determine geographical requirements
Identify RESELLER Ids
Determine Qwest system requirements to support RESELLER specific activity
Collect credit information
Obtain billing information
Create summary bills
Establish input and output requirements
Create and distribute Qwest and RESELLER contact lists
Identify client hours and holidays
1.6 Qwest and RESELLER mutuallyagree as follows:
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Section 2 --interpretation and Construction
Section 2.0 -INTERPRETATION AND CONSTRUCTION
2.1 This Agreement includes 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 used in this Agreement are inserted
for convenience of reference only and are not intended to be a part of or to affect the meaning
of this Agreement.Unless the context shall otherwise require,any reference to any agreement,
other instrument (including Qwest or other third party offerings,guides or practices),statute,
regulation,rule or tariff applies to such agreement,instrument,statute,regulation,rule or tariff
as amended and supplemented from time to time (and,in the case of a statute,regulation,rule
or tariff,to any successor provision).
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Section 3 -ImplementationSchedule
Section 3.0 -IMPLEMENTATION SCHEDULE
3.1 Except as otherwise required by law,Qwest will not provide or establish resale of
Telecommunications Services in accordance with the terms and conditions of this Agreement
prior to approval of this Agreement by the state Commission.Thereupon,the Parties shall
complete Qwest's "RESELLER Questionnaire,"and negotiate an implementation schedule as it
applies to RESELLER's obtaining of the resale of Telecommunications Services hereunder.
3.2 RESELLER will provide an initial two year forecast prior to placing any orders for
service under this Agreement.During the first year of the term of this Agreement,the forecast
shall be updated and provided to Qwest on a quarterly basis.During the remaining term of this
Agreement,RESELLER will provide updated forecasts from time to time,as requested by
Qwest.The information provided pursuant to this paragraph shall be considered Proprietary
Information under the Nondisclosure Section of this Agreement.The initial forecast will
minimally provide:
3.2.1 The date service will be offered (by city and/or state);
3.2.2 The type and quantity of service(s)which will be offered;
3.2.3 RESELLER's anticipated order volumes;and
3.2.4 RESELLER's key contact personnel.
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Section 4 -Definitions
Section 4.0 -DEFINITIONS
4.1 "Act"means the Communications Act of 1934 (47 U.S.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 Idaho Public Utilities Commission.
4.2 "Basic Exchange Features"are optional end user switched services that include,
but are not necessarily limited to:Automatic Call Back;Call Trace;Caller ID and Related
Blocking Features;Distinctive Ringing/Call Waiting;Selective Call Forward;and Selective Call
Rejection.
4.3 "Basic Exchange Telecommunications Service"means a service offered to end
users which provides the end user with a telephonic connection to,and a unique local telephone
number address on,the public switched telecommunications network,and which enables such
end user 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 and operator services.
4.4 "Commission"means the Idaho Public Utilities Commission.
4.5 "Enhanced Services"means any service offered over common carrier
transmission facilities that employ computer processing applications that act on format,content,
code,protocol or similar aspects of the subscriber's transmitted information;that provide the
subscriber with additional,different or restructured information;or involve end user interaction
with stored information.
4.6 "Interexchange Carrier"(IXC)means a carrier that provides interLATA or
IntraLATA Toll services.
4.7 "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.
4.8 "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.
4.9 "Party"means either Qwest or RESELLER and "Parties"means Qwest and
RESELLER.
4.10 "Product Catalog"or "PCAT"is a Qwest document that provides information
needed to request services available under this Agreement.Qwest agrees that RESELLER
shall not be held to the requirements of the PCAT.The PCAT is available on Qwest's Web site:
http://www.qwest.com/wholesale/pcat
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Section 4 -Definitions
4.11 "Proof of Authorization"("POA").POA shall consist of verification of the end
user's selection and authorization adequate to document the end user's selection of its local
service provider.The Proof of Authorization Section of this Agreement lists acceptable forms of
documentation.
4.12 "Reseller"is a category of local exchange service provider that obtains dial tone
and associated Telecommunications Services from another provider through the purchase of
finished services for resale to its end users.
4.13 "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 B,Feature
Group D,Phone to Phone IP Telephony,8XX access,and 900 access and their successors or
similar Switched Access services.Switched Access traffic,as specifically defined in Qwest's
interstate Switched Access Tariffs,is traffic that originates at one of the Party's end users 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 users,whether or not the traffic transits the other Party's network.
4.14 "Tariff"as used throughout this Agreement refers to Qwest interstate Tariffs and
state Tariffs,price lists,price schedules and catalogs.
4.15 "Telecommunications Carrier"means any provider of Telecommunications
Services,except that such term does not include aggregators of Telecommunications Services
(as defined in Section 226 of the Act).A Telecommunications Carrier shall be treated as a
common carrier under the Act only to the extent that it is engaged in providing
Telecommunications Services,except that the Federal Communications Commission shall
determine whether the provision of fixed and mobile satellite service shall be treated as
common carriage.
4.16 "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.
4.17 Terms not otherwise defined here but defined in the Act shall have the meaning
defined there.
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Section 5 -Terms and Conditions
Section 5.0 -TERMS AND CONDITIONS
5.1 General Provisions
5.1.1 Each Party is solely responsible for the services it provides to its end users and
to other Telecommunications Carriers.
5.1.2 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.
5.1.3 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.
5.2 Term of Agreement
5.2.1 This Agreement shall become effective upon Commission approval,pursuant to
Sections 251 and 252 of the Act.This Agreement shall be binding upon the Parties upon the
Effective Date and for a term of two years and shall terminate on November 9,2004.
5.2.2 Upon expiration of the term of this Agreement,this Agreement shall continue in
force and effect until terminated by either Party on one hundred sixty (160)days written notice
to the other party.The date of this notice will be the starting point for the one hundred sixty
(160)day negotiation window under Section 252 of the Act.If the Parties reach agreement,this
Agreement will terminate on the date specified in the notice or on the date the agreement is
approved by the Commission,whichever is later.If the Parties arbitrate,the Agreement will
terminate when the new agreement is approved by the Commission.
5.2.2.1 Prior to the conclusion of the term specified above,RESELLER may
obtain resale services under the terms and conditions of a then-existing Agreement to
become effective at the conclusion of the term.
5.3 Proof of Authorization
5.3.1 Where so indicated in specific sections of this Agreement,each Party shall be
responsible for obtaining and having in its possession Proof of Authorization ("POA").POA
shall consist of documentation of the end user's selection of its local service provider.Such
selection may be obtained in the following ways:
5.3.1.1 The end user's written Letter of Authorization.
5.3.1.2 The end user's electronic authorization by use of an 8XX number.
5.3.1.3 The end user's oral authorization verified by an independent third party
(with third party verification as POA).The Parties shall make POAs available to each
other upon request.in accordance with applicable laws and rules.A charge of $100.00
will be assessed if the POA cannot be provided supporting the change in service
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Section 5 -Terms and Conditions
provider.If there is a conflict between the end user designation and the other Party's
written evidence of its authority,the Parties shall honor the designation of the end user
and change the end user back to the previous service provider.
5.4 Payment
5.4.1 Amounts payable under this Agreement,are due and payable within thirty (30)
calendar days after the date of invoice,or within twenty (20)days after receipt of the invoice,
whichever is later.If the payment due date is not a business day,the payment shall be made
the next business day.
5.4.2 Qwest may discontinue processing orders for the failure of the RESELLER to
make full payment for the resold services provided under this Agreement within thirty (30)days
of the due date on RESELLER's bill.Qwest will notify the RESELLER in writing at least ten (10)
days prior to discontinuing the processing of orders.If Qwest does not refuse to accept
additional orders on the date specified in the ten (10)days notice,and RESELLER's
noncompliance continues,nothing contained herein shall preclude Qwest's right to refuse to
accept additional orders from the noncomplying RESELLER without further notice.For order
processing to resume,the RESELLER will be required to make full payment of all past and
current charges.Additionally,Qwest may require a deposit (or additional deposit)from the
RESELLER,pursuant to this section.
5.4.3 Qwest may disconnect any or all services for failure by RESELLER to make full
payment for the resold services provided under this Agreement within sixty (60)days of the due
date on RESELLER's bill.RESELLER will pay the Tariff charge required to reconnect each
resold end user line disconnected pursuant to this paragraph.Qwest will notify the RESELLER
in writing at least ten (10)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 disconnnect the RESELLER's service(s)on the date specified in the ten (10)
days notice,and the RESELLER's noncompliance continues,nothing contained herein shall
preclude Qwest's right to disconnect any or all services of the noncomplying RESELLER without
further notice.For reconnection of service to occur,the RESELLER will be required to make full
payment of all past and current charges.Additionally,Qwest will request a deposit (or
additional deposit)from the RESELLER,pursuant to this section.
5.4.4 Should RESELLER or Qwest dispute,in good faith,any portion of the monthly
billing under this Agreement,the parties will notify each other in writing within thirty (30)
calendar days of the receipt of such billing,identifying the amount,reason and rationale of such
dispute.At a minimum,RESELLER and Qwest shall pay all undisputed amounts due.Both
RESELLER and Qwest agree to expedite the investigation of any disputed amounts in an effort
to resolve and settle the dispute prior to initiating any other rights or remedies.
5.4.4.1 If a Party disputes charges and does not pay such charges by the
payment due date,such charges will 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 billing period 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 no later
than the second Bill Date after the resolution of the dispute.If a Party pays the disputed
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Section 5 -Terms and Conditions
charges and the dispute is resolved in favor of the billing Party,no further action is
required.
5.4.4.2 If a Party pays the disputed charges and the dispute is resolved in favor
of the disputing Party,the billing Party shall credit the disputing Party's bill for the
disputed amount and any associated interest no later than the second bill payment due
date after the resolution of the dispute.The interest calculated on the disputed amounts
will be at 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.
5.4.5 Qwest will determine RESELLER's credit status based on previous payment
history with Qwest or credit reports such as Dun and Bradstreet.If RESELLER has not
established satisfactory credit with Qwest according to the above provisions,or if RESELLER is
repeatedly delinquent in making its payments,or RESELLER is being reconnected after a
disconnection of service or discontinuance of the processing of orders by Qwest due to a
previous nonpayment situation,Qwest will require a deposit to be held as security for the
payment of charges before the orders from RESELLER will be provisioned and completed or
before reconnection of service."Repeatedly delinquent"means any payment received thirty
(30)calendar days or more after the due date three or more times during a twelve (12)month
period.The deposit may not exceed the estimated total monthly charges for a two (2)month
period.The deposit may be a surety bond if allowed by the applicable Commission rules,
regulations or Tariffs,a letter of credit with terms and conditions acceptable to Qwest,or some
other form of mutually acceptable security such as a cash deposit.Required deposits are due
and payable within ten (10)calendar days after demand.
5.4.6 Interest will be paid on cash deposits at the rate applying to deposits under
applicable Commission rules,regulations,or Tariffs.Cash deposits and accrued interest will be
credited to RESELLER's account or refunded,as appropriate,upon the earlier of the two year
term or the establishment of satisfactory credit with Qwest,which will generally be one full year
of timely payments in full by RESELLER.The fact that a deposit has been made does not
relieve RESELLER from any requirements of this Agreement.
5.4.7 Qwest may review RESELLER's credit standing and modify the amount of
deposit required.
5.4.8 The late payment charge for amounts that are billed under this Agreement shall
be in accordance with Commission requirements.
5.4.9 RESELLER agrees to inform end user in writing of pending disconnection by
RESELLER to allow end user to make other arrangements for Telecommunications Services.
5.5 Taxes
5.5.1 Each Party purchasing services hereunder shall pay or otherwise be responsible
for all federal,state,or local sales,use,excise,gross receipts,transaction or similar taxes,fees
or surcharges levied against or upon such purchasing Party (or the providing Party when such
providing Party is permitted to pass along to the purchasing Party such taxes,fees or
surcharges),except for any tax on either Party's 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
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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.
5.6 Force Majeure
5.6.1 Neither Party shall be liable for any delay or failure in performance of any part of
this Agreement from any cause beyond its control and without its fault or negligence including,
without limitation,acts of nature,acts of civil or military authority,government regulations,
embargoes,epidemics,terrorist acts,riots,insurrections,fires,explosions,earthquakes,nuclear
accidents,floods,work stoppages,equipment failure,power blackouts,volcanic action,other
major environmental disturbances,unusuallysevere weather conditions,inability to secure
products or services of other persons or transportation facilities or acts or omissions of
transportation carriers (collectively,a "Force Majeure Event").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.
5.7 Limitation of Liability
5.7.1 Except for losses relating to or arising out of any act or omission in its
performance of services or functions provided under this Agreement,each Party shall be liable
to the other for direct damages for any loss,defect or equipment failure including without
limitation any penalty,reparation or liquidated damages assessed by the Commission or under
a Commission-ordered agreement (including without limitation penalties or liquidated damages
assessed as a result of cable cuts),resulting from the causing Party's conduct or the conduct of
its agents or contractors.
5.7.2 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.
5.7.3 Except for indemnity obligations or as otherwise set forth in this Section,each
Party's liability to the other Party for any loss relating to or arising out of any act or omission in
its performance of services or functions provided under this Agreement,whether in contract or
in tort,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,
including without limitation direct damages for loss of or damage to the RESELLER's
equipment.
5.7.4 Nothing contained in this Section shall limit either Party's liability to the other for
willful or intentional misconduct.
5.7.5 Nothing contained in this Section shall limit either Party's obligations of
indemnification as specified in the Indemnity Section of this Agreement.
5.7.6 RESELLER is liable for all fraud associated with service to its end-users and
accounts.Qwest takes no responsibility,will not investigate,and will make no adjustments to
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RESELLER's account in cases of fraud unless such fraud is the result of any intentional act or
gross negligence of Qwest.Notwithstanding the above,if Qwest becomes aware of potential
fraud with respect to RESELLER's accounts,Qwest will promptly inform RESELLER and,at the
direction of RESELLER,take reasonable action to mitigate the fraud where such action is
possible.
5.8 Indemnity
5.8.1 With respect to third party claims,the Parties agree to indemnify each other as
follows:
5.8.1.1 Except for claims made by end users of one Party against the other Party,
which claims are based on defective or faultyservices provided by the other Party to the
one Party,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,costs and attorneys'
fees,whether suffered,made,instituted,or asserted by any other party or person,for
invasion of privacy,personal injury to or death of any person or persons,or for loss,
damage to,or destruction of propedy,whether or not owned by others,resulting from the
indemnifying Party's performance,breach of applicable law,or status of its employees,
agents and subcontractors;or for failure to perform under this Agreement,regardless of
the form of action.
5.8.1.2 Where the third party claim is made by (or through)an end user of one Party
against the other Party,which claim is based on defective or faulty services provided by
the other Party to the one Party,then there shall be no obligation of indemnity unless the
act or omission giving rise to the defective or faulty services is shown to be intentional
and malicious misconduct of the other Party.
5.8.1.3 If the claim is made by (or through)an end user and where a claim is in
the nature of a claim for invasion of privacy,libel,slander,or other claim based on the
content of a transmission,and it is made against a Party who is not the immediate
provider of the Telecommunications Service to the end user (the indemnified provider),
then in the absence of fault or neglect on the part of the indemnified provider,the Party
who is the immediate seller of such Telecommunications Service shall indemnify,defend
and hold harmless the indemnified provider from such claim.
5.8.1.4 For purposes of this Section,where the Parties have agreed to provision
line sharing using a Plain Old Telephone Service ("POTS")splitter:"claims made by end
users or customers of one Party against the other Party"refers to claims relating to the
provision of DSL services made against the Party that provides voice services,or claims
relating to the provision of voice service made against the Party that provides DSL
services;and "immediate provider of the Telecommunications Service to the end user or
customer"refers to the Party that provides DSL service for claims relating to DSL
services,and to the Party that provides voice service for claims relating to voice
services.For purposes of this Section,"customer"refers to the immediate purchaser of
the telecommunications service,whether or not that customer is the ultimate end user of
that service.
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5.8.2 The indemnification provided herein shall be conditioned upon:
5.8.2.1 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.
5.8.2.2 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.
5.8.2.3 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.
5.9 Intellectual Property
5.9.1 Each Party hereby grants to the other Party the limited,personal and
nonexclusive right and license to use its patents,copyrights and trade secrets but only to the
extent necessary to implement this Agreement or specifically required by the then-applicable
federal and state rules and regulations relating to Interconnection and access to
telecommunications facilities and services,and for no other purposes.Nothing in this
Agreement shall be construed as the grant to the other Party of any rights or licenses to
trademarks.
5.9.2 The rights and licenses above are granted "AS IS,WITH ALL FAULTS",and the
other Party's exercise of any such right and license shall be at the sole and exclusive risk of the
other Party.Neither Party shall have any obligation to defend,indemnify or hold harmless the
other based on or arising from any claim,demand,or proceeding (hereinafter "claim")by any
third party alleging or asserting that the use of any circuit,apparatus,or system,or the use of
any software,or the performance of any service or method,or the provision of any facilities by
either Party under this Agreement constitutes infringement,or misuse or misappropriation of any
patent,copyright,trade secret,or any other proprietary or intellectual property right of any third
party.
5.9.3 To the extent required under applicable federal and state rules and law,the Party
providing access shall use its best efforts to obtain from its vendors the right to use any
applicable licenses for intellectual property as necessary for the other Party to use such facilities
and services as contemplated hereunder.
5.9.4 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,tradename,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,tradename,trade secret or other intellectual
property rights of the other Party or its affiliates without execution of a separate agreement
between the Parties.
5.9.5 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;
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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 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 truthfullydescribing the
network elements it uses to provide service to its end users,provided it does not represent the
network elements as originating from the other Party or its affiliates.
5.9.6 For purposes of resale only and notwithstanding the above,unless otherwise
prohibited by Qwest pursuant to an applicable provision herein,RESELLER may use the phrase
"RESELLER is a Reseller of Qwest Communications services"(the "Authorized Phrase")in
RESELLER's printed materials provided:
5.9.6.1 The Authorized Phrase is not used in connection with any goods or
services other than Qwest services resold by RESELLER.
5.9.6.2 RESELLER's use of the Authorized Phrase does not cause end users to
believe that RESELLER is Qwest.
5.9.6.3 The Authorized Phrase,when displayed,appears only in text form
(RESELLER may not use the Qwest logo)with all letters being the same font and point
size.The point size of the Authorized Phrase shall be no greater than one fourth the
point size of the smallest use of RESELLER's name and in no event shall exceed 8 point
size.
5.9.6.4 RESELLER shall provide all printed materials using the Authorized
Phrase to Qwest for its prior written approval.
5.9.6.5 If Qwest determines that RESELLER's use of the Authorized Phrase
causes end user confusion,Qwest may immediately terminate RESELLER's right to use
the Authorized Phrase.
5.9.6.6 Upon termination of RESELLER's right to use the Authorized Phrase or
termination of this Agreement,all permission or right to use the Authorized Phrase shall
immediately cease to exist and RESELLER shall immediately cease any and all such
use of the Authorized Phrase.RESELLER shall either promptly return to Qwest or
destroy all materials in its possession or control displaying the Authorized Phrase.
5.9.7 RESELLER acknowledges the value of the marks "Qwest"and "US WEST'(the
"Marks")and the goodwill associated therewith and acknowledges that such goodwill is a
property right belonging to Qwest Communications International,Inc.(the "Owners").
RESELLER recognizes that nothing contained in this Agreement is intended as an assignment
or grant to RESELLER of any right,title or interest in or to 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 and is not assignable.RESELLER will do nothing inconsistent with the Owner's
ownership of the Marks,and all rights,if any,that may be acquired by use of the Marks shall
inure to the benefit of the Owner.RESELLER will not adopt,use (other than as authorized
herein),register or seek to register any mark anywhere in the world which is identical or
confusingly similar to the Marks or which is so similar thereto as to constitute a deceptive
colorable imitation thereof or to suggest or imply some association,sponsorship,or
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endorsement by the Owner.The Owner makes no warranties regarding ownership of any rights
in or the validity of the Marks.
5.10 Warranties
5.10.1 NOTWITHSTANDING ANY OTHER PROVISION OF 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 FAULTS.
5.11 Assignment
5.11.1 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;however,if
RESELLER's assignee or transferee has an Interconnection agreement with Qwest,no
assignment or transfer of this Agreement shall be effective without the prior written consent of
Qwest.Such consent shall include appropriate resolutions of conflicts and discrepancies
between the assignee's or transferee's interconnection agreement and this Agreement.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.
5.11.2 Without limiting the generality of the foregoing subsection,any merger,
dissolution,consolidation or other reorganization of RESELLER,or any sale,transfer,pledge or
other disposition by RESELLER of securities representing more than 50%of the securities
entitled to vote in an election of RESELLER's board of directors or other similar governing body,
or any sale,transfer,pledge or other disposition by RESELLER of substantially all of its assets,
shall be deemed a transfer of control.If any entity,other than RESELLER,involved in such
merger,dissolution,consolidation,reorganization,sale,transfer,pledge or other disposition of
RESELLER has an interconnection agreement with Qwest,the Parties agree that only one
agreement,either this Agreement or the interconnection agreement of the other entity,will
remain valid.All other interconnection agreements will be terminated.The Parties agree to
work together to determine which interconnection agreement should remain valid and which
should terminate.In the event the Parties cannot reach agreement on this issue,the issue shall
be resolved through the Dispute Resolution process contained in this Agreement.
5.12 Default
5.12.1 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.
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5.13 Disclaimer of Agency
5.13.1 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.
5.14 Severability
5.14.1 In the event that any one or more of the provisions contained herein shall for any
reason be held to be unenforceable or invalid in any respect under law or regulation,the Parties
will negotiate in good faith for replacement language 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.
5.15 Nondisclosure
5.15.1 All information,including but not limited to specifications,microfilm,photocopies,
magnetic disks,magnetic tapes,drawings,sketches,models,samples,tools,technical
information,data,employee records,maps,financial reports,and market data,(i)furnished by
one Party to the other Party dealing with end user specific,facility specific,or usage specific
information,other than end user 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.
5.15.2 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.
5.15.3 Each Party shall keep all of the other Party's Proprietary Information confidential
and shall use the other Party's Proprietary Information only in connection with this Agreement.
Neither Party shall use the other Party's Proprietary Information for any other purpose except
upon such terms and conditions as may be agreed upon between the Parties in writing.
5.15.4 Unless otherwise agreed,the obligations of confidentiality and non-use set forth
in this Agreement do not apply to such Proprietary Information as:
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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
b)is or becomes publicly known through no wrongful act of the receiving Party;or
c)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;
or
d)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
e)is disclosed to a third person by the disclosing Party without similar restrictions
on such third person's rights;or
f)is approved for release by written authorization of the disclosing Party;or
g)is required to be made public 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.
5.15.5 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.
5.15.6 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.
5.16 Survival
5.16.1 Any liabilities or obligations of a Party for acts or omissions prior to the
completion of the two year term,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.
5.17 Dispute Resolution
5.17.1 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 the dispute resolution process set forth in this Section.Each notice of default,unless cured
within the applicable cure period,shall be resolved in accordance herewith.
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5.17.2 At the written request of either Party,and prior to any other formal dispute
resolution proceedings,each Party shall designate a vice-presidential level employee 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 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.
5.17.3 If the vice-presidential level representatives have not reached a resolution of the
Dispute within thirty (30)calendar days after the matter is referred to them,then either Party
may demand that the Dispute be settled by arbitration.Such an arbitration proceeding shall be
conducted by a single arbitrator,knowledgeable about the telecommunications industry unless
the Dispute involves amounts exceeding one million dollars ($1,000,000)in which case the
proceeding shall be conducted by a panel of three arbitrators,knowledgeable about the
telecommunications industry.The arbitration proceedings shall be conducted under the then-
current rules of the American Arbitration Association ("AAA").The Federal Arbitration Act,9
U.S.C.Sections 1-16,not state law,shall govern the arbitrability of the Dispute.All expedited
procedures prescribed by the AAA rules shall apply.The arbitrator's award shall be final and
binding and may be entered in any court having jurisdiction thereof.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).
5.17.4 Should it become necessary to resort to court proceedings to enforce a Party's
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.
5.17.5 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.
5.17.6 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.
5.18 Controlling Law
5.18.1 This Agreement is offered by Qwest and accepted by RESELLER in accordance
with the terms of the Act and the state law of Idaho.It shall be interpreted solely in accordance
with the terms of the Act and the state law of Idaho.
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5.19 Responsibility for Environmental Contamination
5.19.1 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.
5.20 Notices
5.20.1 Any notices required by or concerning this Agreement shall be in writing and sent
to Qwest at the addresses shown below:
Qwest Corporation
Director Interconnection Compliance
1801 California,Room 2410
Denver,CO 80202
With copy to:
Qwest Corporation
Corporate Counsel,Interconnection
1801 California Street,38th Floor
Denver,CO 80202
The Local Connection
Joe Velasquez
1003 Idaho Street
Suite #5
Elko,NV 89801
Phone:[phone]
Fax:[phone]
E-Mail:[e-mail]
Each Party shall inform the other of any change in the above contact person and/or address.
5.21 Responsibility of Each Party
5.21.1 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 therefrom or otherwise generated
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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.
5.22 No Third Party Beneficiaries
5.22.1 Unless specifically set forth herein,This Agreement does not provide and shall
not be construed to provide third parties with any remedy,claim,liability,reimbursement,cause
of action,or other privilege.
5.23 Referenced Documents
5.23.1 All references to Sections shall be deemed to be references to Sections of this
Agreement unless the context shall otherwise require.Whenever any provision of this
Agreement refers to a technical reference,technical publication,Qwest practice,any publication
of telecommunications industry administrative or technical standards,or any other document
specifically incorporated into this Agreement,it will be deemed to be a reference to the most
recent version or edition (including any amendments,supplements,addenda,or successors)of
such document that is in effect,and will include the most recent version or edition (including any
amendments,supplements,addenda,or successors)of each document incorporated by
reference in such a technical reference,technical publication,Qwest practice,or publication of
industry standards.The existing configuration of either Party's network may not be in
immediate compliance with the latest release of applicable referenced documents.
5.24 Publicity
5.24.1 Notwithstanding anything to the contrary,RESELLER may not make any
disclosure to any other person or any public announcement regarding this Agreement or any
relation between RESELLER and Qwest,without Qwest's prior written consent.Qwest shall
have the right to terminate this Agreement and any other agreements between the Parties if
RESELLER violates this provision.
5.25 Amendment
5.25.1 RESELLER and Qwest may mutually agree to amend this Agreement in writing.
Since it is possible that amendments to this Agreement may be needed to fully satisfy the
purposes and objectives of this Agreement,the Parties agree to work cooperatively,promptly
and in good faith to negotiate and implement any such additions,changes and corrections to
this Agreement.
5.26 Headings of No Force or Effect
5.26.1 The headings of Sections of this Agreement are for convenience of reference
only,and shall in no way define,modify or restrict the meaning or interpretation of the terms or
provisions of this Agreement.
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5.27 Regulatory Approval
5.27.1 The Parties understand and agree that this Agreement will be filed with the
Commission for approval.In the event the Commission rejects any portion of this Agreement,
renders it inoperable or creates an ambiguity that requires further amendment,the Parties agree
to meet and negotiate in good faith to arrive at a mutually acceptable modification.
5.28 Executed in Counterparts
5.28.1 This Agreement may be executed in any number of counterparts,each of which
shall be deemed an original;but such counterparts shall together constitute one and the same
instrument.
5.29 Compliance
5.29.1 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 RESELLER agree to keep and maintain in full force and effect all permits,
licenses,certificates,insurance and other authorities needed to perform their respective
obligations hereunder.
5.30 Compliance with the Communications Assistance Law Enforcement Act of
1994
5.30.1 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 of 1994 ("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 fullycomply with CALEA.
5.31 Cooperation
5.31.1 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 jointlyand
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 the
Access to Operational Support Systems (OSS)section of this Agreement.
5.32 Entire Agreement
5.32.1 This Agreement constitutes the entire agreement between Qwest and
RESELLER and supersedes all prior oral or written agreements,representations,Agreements,
negotiations,understandings,proposals and undertakings with respect to the subject matter
hereof.
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5.33 Pick and Choose
5.33.1 If this document is being used to negotiate an Interconnection Agreement,the
Parties agree to comply with Section 252 (i)of the Act,and rules promulgated thereunder.
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Section 6.0 -RESALE
6.1 Description
6.1.1 Qwest shall offer for resale at wholesale rates any Telecommunications Services
that it provides at retail to subscribers who are not Telecommunications Carriers,subject to the
terms and conditions of this Section.All Qwest retail Telecommunications Services are
available for resale from Qwest pursuant to the Act and will include terms and conditions
(except prices)in Qwest's applicable product Tariffs,catalogs,price lists,or other retail
Telecommunications Services offerings.To the extent,however,that a conflict arises between
the terms and conditions of the Tariff,catalog,price list,or other retail Telecommunications
Services offering and this Agreement,this Agreement shall be controlling.
6.1.2 While this Section 6.0 of this Agreement addresses the provision of certain Qwest
services to RESELLER for resale by RESELLER,the Parties also acknowledge that
RESELLER is required to provide its Telecommunications Services to Qwest for resale by
Qwest.Upon request by Qwest,RESELLER shall make its Telecommunications Services
available to Qwest for resale pursuant to the applicable provisions of the Telecommunications
Act of 1996,the FCC's relevant orders and rules,and the Commission's relevant orders and
rules.
6.1.3 Certain Qwest services are not available for resale under this Agreement,as noted
in Section 6.2.The applicable discounts for services available for resale are identified in
Exhibit A.
6.2 Terms and Conditions
6.2.1 Qwest shall offer introductory training on procedures that RESELLER must use to
access Qwest's OSS at no cost to RESELLER.If RESELLER asks Qwest personnel to travel to
RESELLER's location to deliver training,RESELLER will pay Qwest's reasonable travel related
expenses.Qwest may also offer to RESELLER other training at reasonable costs.
6.2.2 Services available for resale under this Agreement may be resold only to the same
class of end user to which Qwest sells such services where such restrictions have been ordered
or approved by the Commission.Such restrictions are listed below in this Section 6.2.2.
6.2.2.1 Promotional offerings of ninety (90)days or less are available for
resale.Such promotions are available for resale under the same terms and
conditions that are available to Qwest retail end users,with no wholesale
discount.Should Qwest re-offer any promotion for a sequential ninety (90)day
or less promotion period following the initial ninety (90)day or less promotion
period,then the initial and subsequent promotion(s)will be available to
RESELLER for resale with any applicable wholesale discount.
6.2.2.2 Market Trials of ninety (90)days or less are not available for
resale.
6.2.2.3 Residential services and Lifeline/Link-up services are available
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only to the same class of end user eligible to purchase these services from
Qwest.
6.2.2.4 Universal Emergency Number Service is not available for resale.
Universal Emergency Number Service (E911/911 service)is provided with each
Local Exchange Service line resold by RESELLER whenever E911/911 service
would be provided on the same line if provided by Qwest to a Qwest retail end
user.
6.2.2.5 Non-Telecommunications Services,such as inside wiring and
maintenance,calling cards and CPE,are not available for resale.
6.2.2.6 Voice messaging service is available for resale at the retail rate
with no discount.Enhanced services and information services other than voice
messaging are not available for resale.
6.2.2.7 Qwest will make retail Contract Service Arrangements (CSA)
available for resale at the wholesale discount rate specified in Exhibit A of this
Agreement.All terms and conditions (except prices)in Qwest's applicable
Tariffs,catalogs,price lists,or other retail Telecommunications Services offerings
will apply to resale of CSAs,including early termination liability.Nothing in this
Agreement shall affect any obligation of any Qwest retail end user that early
terminates a CSA,including payment of any early termination charges.Where
RESELLER seeks to continue serving a customer presently served through a
resold Qwest CSA,but wishes to provide such service through alternate resale
arrangements,Qwest shall provide RESELLER the same waivers of early
termination liabilities as it makes to its own end users in similar circumstances.
In any case where it is required to offer such a waiver,Qwest shall be entitled to
apply provisions that provide Qwest substantially the same assurances and
benefits that remained to it under the resold agreement as of the time it is
changed.
6.2.2.8 Grandfathered services are available for resale by RESELLER to
existing end users of the grandfathered product or service.
6.2.2.9 Centrex terms and conditions related to calculation of charges for,
and provisioning of common blocks,station lines and optional features will be
based on the Centrex definition of a system and a RESELLER's serving location.
6.2.2.9.1 Where a common block is applicable,a Centrex system is
defined by a single common block or multiple common blocks for a
single RESELLER within a single central office switching system.A
common block defines the dialing plan for intercom calling,access to
the Public Switched Network and/or private facilities,station line and
system restrictions and feature access arrangements and functionality.
RESELLER may purchase multiple common blocks within a single
central office switching system when RESELLER requires different
dialing plans,feature access arrangements and station line or system
restrictions within a single system operation.RESELLER with multiple
common blocks within the same Central Office Switch may have
Network Access Register and Private Facility trunk groups aggregated
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across multiple common blocks.Centrex system based optional
features (i.e.Automatic Route Selection)may not be aggregated across
multiple common blocks.A Centrex system must provide station lines
to at least one location and may provide station lines to multiple
locations.
6.2.2.9.2 Centrex station lines are provisioned and charges are
calculated based on serving RESELLER's location.A location is
defined as the site where Qwest facilities (cable plant from the serving
Central Office Switch)meet RESELLER facilities (inside wire).In a
multi-tenant building,Qwest may bring facilities directly to a single point
of Interconnection with RESELLER facilities,typically in a basement
equipment room,which would be considered a single location for this
multi-tenant building.Should Qwest bring service to multiple floors or
offices within a multi-tenant building each floor or office with a separate
RESELLER facilities termination point is considered a location.A
RESELLER with multiple buildings within contiguous property (campus)
will be provisioned and billed as a single location.Contiguous property
is defined as property owned or leased by a single RESELLER and not
separated by public thoroughfare,river or railroad rights-of-way.
Property will be considered contiguous when connected via connecting
passageways or conduit acceptable to Qwest for its facilities.A
RESELLER with Centrex station lines from multiple Central Office
switching systems,within the same Qwest Wire Center,and
provisioned to the same location will not be charged for service or
provisioned as if service was originating from a single Centrex system.
For example,station lines may only be aggregated from a single
Centrex RESELLER system to a single RESELLER serving location for
rating purposes.RESELLER may not specify a central office as a
RESELLER location for the termination of Centrex station lines.
6.2.2.10 Private line service used for Special Access is available for resale
but not at a discount.
6.2.2.11 Reserved for Future Use
6.2.2.12 Telecommunications Services provided directly to RESELLER for
its own use and not resold to end users must be identified by RESELLER as
such,and RESELLER will pay Qwest retail prices for such services.
6.2.3 Qwest shall provide to RESELLER Telecommunications Services for resale that
are at least equal in quality and in substantially the same time and manner that Qwest provides
these services to itself,its subsidiaries,its affiliates,other Resellers,and Qwest's retail end
users.Qwest shall also provide resold services to RESELLER in accordance with the
Commission's retail service quality requirements,if any.Qwest further agrees to reimburse
RESELLER for credits or fines and penalties assessed against RESELLER as a result of
Qwest's failure to provide service to RESELLER,subject to the understanding that any
payments made pursuant to this provision will be an offset and credit toward any other penaltiesvoluntarilyagreedtobyQwestaspartofaperformanceassuranceplan,and further subject to
the following provisions:
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6.2.3.1 Qwest shall provide service credits to RESELLER for resold
services in accordance with the Commission's retail service requirementsthat
apply to Qwest retail services,if any.Such credits shall be limited in accordance
with the following:
a)Qwest's service credits to RESELLER shall be subject to the
wholesale discount;
b)Qwest shall only be liable to provide service credits in accordance
with the resold services provided to RESELLER.Qwest is not required
to provide service credits for service failures that are the fault of the
RESELLER;
c)IntentionallyLeft Blank
d)Intentionally Left Blank
e)In no case shall Qwest's credits to RESELLER exceed the amount
Qwest would pay a Qwest end user under the service quality
requirements,less any wholesale discount applicable to RESELLER's
resold services;and
f)In no case shall Qwest be required to provide duplicate
reimbursement or payment to RESELLER for any service quality failure
incident.
6.2.3.2 Fines and Penalties ---Qwest shall be liable to pay to RESELLER
fines and penalties for resold services in accordance with the Commission's retail
service requirements that apply to Qwest retail services,if any.Such credits
shall be limited in accordance with the following:
a)Qwest's fines and penalties paid to RESELLER shall be subject to
the wholesale discount;
b)Qwest shall only be liable to provide fines and penalties in
accordance with the resold services provided to RESELLER.Qwest is
not required to pay fines and penalties for service failures that are the
fault of the RESELLER;
c)Qwest shall not be liable to provide fines and penalties to
RESELLER if RESELLER is not subject to the Commission's fine and
penalty requirements for service quality;
d)In no case shall Qwest's fines and penalties to RESELLER
exceed the amount Qwest would pay the Commission under the service
quality plan,less any wholesale discount applicable to RESELLER's
resold services;and
e)In no case shall Qwest be required to provide duplicate
reimbursement or payment to RESELLER for any service quality failure
incident.
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6.2.4 In the event that there are existing agreements between RESELLER and Qwest for
resale under Qwest retail Tariff discounts,RESELLER may elect to continue to obtain services
for resale under the existing agreements and retail Tariff discounts,or RESELLER may elect to
terminate such existing agreements and obtain such services by adopting this Agreement
pursuant to the General Terms of this Agreement.If RESELLER so adopts this Agreement,the
associated wholesale discount specified in Exhibit A of this Agreement will apply.
6.2.5 Reserved for Future Use
6.2.6 The Parties may not reserve blocks of telephone numbers except as allowed by
applicable law or regulation.
6.2.7 Qwest will accept at no charge one primary white pages directory listing for each
main telephone number belonging to RESELLER's end user based on end user information
provided to Qwest by RESELLER.Qwest will place RESELLER's end users'listings in Qwest's
directory assistance database and will include such listings in Qwest's directory assistance
service.Additional terms and conditions with respect to directory listings are described in the
Ancillary Services Section and the Qwest Dex Section of this Agreement.
6.2.8 Qwest shall provide to RESELLER,for RESELLER's end users,E911/911 call
routing to the appropriate Public Safety Answering Point (PSAP).Qwest shall not be
responsible for any failure of RESELLER to provide accurate end user information for listings in
any databases in which Qwest is required to retain and/or maintain such information.Qwest
shall provide RESELLER's end user information to the Automatic Location
Identification/Database Management System (ALl/DMS).Qwest shall use its standard process
to update and maintain RESELLER's end user service information in the ALl/DMS used to
support E911/911 services on the same schedule that it uses for its retail end users.Qwest
assumes no liability for the accuracy of information provided by RESELLER.
6.2.9 If Qwest provides and RESELLER accepts Qwest's directory assistance service or
operator services for RESELLER's resold Local Exchange Service lines,such directory
assistance and operator services may be provided with branding as provided in this Agreement
in Sections 10.5 for directory assistance service,and 10.7 for operator services.
6.2.10 RESELLER shall designate the Primary Interexchange Carrier (PIC)assignments
on behalf of its end users for InterLATA and IntraLATA services.RESELLER and Qwest shall
follow all applicable laws,rules and regulations with respect to PIC changes.Qwest shall
disclaim any liability for RESELLER's improper InterLATA and IntraLATA PIC change requests,
and RESELLER shall disclaim any liability for Qwest's improper InterLATA (when applicable)
and IntraLATA PIC change requests.
6.2.11 When end users switch from Qwest to RESELLER,or to RESELLER from any
other Reseller and if they do not change their service address to an address served by a
different central office,such end users shall be permitted to retain their current telephone
numbers if they so desire.
6.2.12 In the event Qwest terminates the provisioning of any resold services to
RESELLER for any reason RESELLER shall be responsible for providing any and all necessary
notice to its end users of the termination.In no case shall Qwest be responsible for providing
such notice to RESELLER's end users.Qwest will provide notice to RESELLER of Qwest's
termination of a resold service on a timely basis consistent with Commission rules and notice
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requirements.
6.2.13 The underlying network provider of a resold service shall be entitled to receive,
from the purchaser of Switched Access,the appropriate access charges pursuant to its then
effective Switched Access Tariff.
6.2.14 Resold services are available where facilities currentlyexist and are capable of
providing such services without construction of additional facilities or enhancement of existing
facilities.However,if RESELLER requests that facilities be constructed or enhanced to provide
resold services,Qwest will construct facilities to the extent necessary to satisfy its obligations to
provide basic Local Exchange Service as set forth in Qwest's Tariff and Commission rules.
Under such circumstances,Qwest will develop and provide to RESELLER a price quote for the
construction.Construction charges associated with resold services will be applied in the same
manner that construction charges apply to Qwest retail end users.If the quote is accepted by
RESELLER,RESELLER will be billed the quoted price and construction will commence after
receipt of payment.
6.3 Rates and Charges
6.3.1 Wholesale discounts for resold Telecommunications Services offerings are
provided in Exhibit A.The Telecommunications Services offerings available for resale but
excluded from the wholesale pricing arrangement in the Agreement are available at the retail
Tariff,price list,catalog,or other retail Telecommunications Services offering rates.
Telecommunications Services available for resale with or without a wholesale discount are
subject to Commission-approved change,and any such changes shall apply from the effective
date of such change on a going-forward basis only.
6.3.2 The Customer Transfer Charges (CTC)as specified in Exhibit A apply when
transferring services to RESELLER.
6.3.3 A Subscriber Line Charge (SLC),or any subsequent federally mandated charge to
end users,will continue to be paid by RESELLER without discount for each local exchange line
resold under this Agreement.All federal and state rules and regulations associated with SLC as
found in the applicable Tariffs also apply.
6.3.4 RESELLER will pay to Qwest the Primary Interexchange Carrier (PIC)change
charge without discount for RESELLER end user changes of Interexchange or IntraLATA
Carriers.Any change in RESELLER's end users'Interexchange or IntraLATA carrier must be
requested by RESELLER on behalf of its end user,and Qwest will not accept changes to
RESELLER's end users'Interexchange or IntraLATA carrier(s)from anyone other than
RESELLER.
6.3.5 RESELLER agrees to pay Qwest when its end user activates any services or
features that are billed on a per use or per activation basis (e.g.,continuous redial,last call
return,call back calling,call trace)subject to the applicable discount in Exhibit A as such may
be amended pursuant to this Section.With respect to all such charges,Qwest shall provide
RESELLER with sufficient information to enable RESELLER to bill its end users.
6.3.6 Miscellaneous Charges applicable to services ordered for resale by RESELLER
will apply if such Miscellaneous Charges apply for equivalent services ordered by Qwest retail
end users,except that RESELLER will receive any applicable wholesale discount.Such
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Section 6 -Resale
Miscellaneous Charges include charges listed in the applicable Tariff.
6.3.7 If the Commission orders additional services to be available for resale,Qwest will
revise Exhibit A to incorporate the services added by such order into this Agreement,effective
on the date ordered by the Commission.If the Commission indicates those additional services
must be available for resale at wholesale discount rates,those additional services will be added
to this Agreement at the original Agreement wholesale discount rate.
6.3.8 Qwest shall timely bill new or changed Commission-ordered resale rates or
charges using the effective date for such rates or charges as ordered by the Commission.If
Qwest bills RESELLER amounts different from new or changed rates or charges after the
effective date of such rates or charges,Qwest shall make appropriate bill adjustments or
provide appropriate bill credits on RESELLER's bill(s).
6.3.9 If rates for services resold by RESELLER under this Agreement change,based on
changes in Qwest's Tariffs,catalogs,price lists or other retail Telecommunications Services
offerings,charges billed to RESELLER for such services will be based upon the new Tariff,
catalogs,price lists,or other retail Telecommunications Services offerings rates less the
applicable wholesale discount,if any,as agreed to herein or as established by Commission
order.The new rate will be effective upon the effective date of the Tariff,catalog,price list,or
other retail Telecommunications Services offerings.
6.3.10 Product-specific nonrecurring charges as set forth in Qwest's applicable Tariffs,
catalogs,price lists,or other retail Telecommunications Services offerings will apply when new
or additional resold services are ordered and installed at RESELLER's request for use by
RESELLER's end users.Such nonrecurring charges will be subject to the wholesale discount,if
any,that applies to the underlying service being added or changed.
6.4 Ordering Process
6.4.1 RESELLER,or RESELLER's agent,shall act as the single point of contact for its
end users'service needs,including without limitation,sales,service design,order taking,
provisioning,change orders,training,maintenance,trouble reports,repair,post-sale servicing,
billing,collection and inquiry.RESELLER shall inform its end users that they are end users of
RESELLER for resold services.RESELLER's end users contacting Qwest in error will be
instructed to contact RESELLER;and Qwest's end users contacting RESELLER in error will be
instructed to contact Qwest.In responding to calls,neither Party shall make disparaging
remarks about each other.To the extent the correct provider can be determined,misdirected
calls received by either Party will be referred to the proper provider of Local Exchange Service;however,nothing in this Agreement shall be deemed to prohibit Qwest or RESELLER from
discussing its products and services with RESELLER's or Qwest's end users who call the other
Party,seeking such information.
6.4.2 RESELLER shall transmit to Qwest all information necessary for the ordering(billing,listing and other information),installation,repair,maintenance and post-installation
servicing according to Qwest's standard procedures,as described in the Qwest Interconnect &
Resale Resource Guide available on Qwest's public web site located at
http://www.pcat.com/wholesale/.Information shall be provided using Qwest's designated Local
Service Request (LSR)format,which may include the LSR,end user and resale forms.
6.4.3 Qwest will use the same performance standards and criteria for installation,
provisioning,maintenance,and repair of services provided to RESELLER for resale under this
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Agreement as Qwest provides to itself,its affiliates,its subsidiaries,other Resellers,and Qwest
retail end users.The installation,provisioning,maintenance,and repair processes for
RESELLER's resale service requests are detailed in the Support Functions Section of this
Agreement,and are applicable whether RESELLER's resale service requests are submitted via
Operational Support System or by facsimile.
6.4.4 RESELLER is responsible for providing to Qwest complete and accurate end user
listing information including initial and updated information for directory assistance service,white
pages directories,and E911/911 Emergency Services.The Ancillary Services Section of this
Agreement contains complete terms and conditions for listings for directory assistance service,
white pages directories,and E911/911 Emergency Services.
6.4.5 If Qwest's retail end user,or the end user's new local service provider orders the
discontinuance of the end user's existing Qwest service in anticipation of end user moving to a
new local service provider,Qwest will render its closing bill to the end user,discontinuing billing
as of the date of the discontinuance of Qwest's service to the end user.If a RESELLER that
currentlyprovides resold service to an end user,or if end user's new local service provider
orders the discontinuance of existing resold service from RESELLER,Qwest will bill the existing
RESELLER for service through the date end user receives resold service from the existing
RESELLER.Qwest will notify RESELLER by Operational Support System interface,facsimile,
or by other agreed-upon processes when an end user moves from one RESELLER to a
different local service provider.Qwest will not provide RESELLER with the name of the other
local service provider selected by the end user.
6.4.6 RESELLER shall provide Qwest and Qwest shall provide RESELLER with points of
contact for order entry,problem resolution and repair of the resold services.These points of
contact will be identified for both RESELLER and Qwest in the event special attention is
required on a service request.
6.4.7 Prior to placing orders on behalf of the end user,RESELLER shall be responsible
for obtaining and having in its possession Proof of Authorization (POA),as set forth in the Proof
of Authorization Section of this Agreement.
6.4.8 Due date intervals for RESELLER's resale service requests are established when
service requests are received by Qwest through Operational Support Systems or by facsimile.
Intervals provided to RESELLER shall be equivalent to intervals provided by Qwest to itself,its
affiliates,its subsidiaries,other Resellers,and to Qwest's retail end users.
6.5 Billing
6.5.1 Qwest shall bill RESELLER and RESELLER shall be responsible for all applicable
charges for the resold services as provided herein.RESELLER shall also be responsible for all
Tariffed,cataloged,price listed,and other retail Telecommunications Services offerings charges
and charges separately identified in this Agreement associated with services that RESELLER
resells to an end user under this Agreement.
6.5.2 Qwest shall provide RESELLER,on a monthly basis,within seven (7)to ten (10)
calendar days of the last day of the most recent billing period,in an agreed upon standard
electronic billing format as detailed in the Section 9.2.5,billing information including (1)a
summary bill,and (2)individual end user sub-account information consistent with the samples
available for RESELLER review.
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6.6 Maintenance and Repair
6.6.1 Qwest will maintain its facilities and equipment used to provide RESELLER resold
services.A RESELLER or its end users may not rearrange,move,disconnect or attempt to
repair Qwest's facilities or equipment,including facilities or equipment that may terminate or be
located at the RESELLER's end user's premises,other than by connection or disconnection to
any interface between Qwest and the end user's facilities,without the written consent of Qwest.
6.6.2 Maintenance and repair procedures are detailed in Section 9.
6.6.3 RESELLER and Qwest will employ the procedures for handling misdirected repair
calls as specified in Section 9.3.8 of this Agreement.
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Section 7 -vVhite Pages Directory Listings
Section 7.0 -WHITE PAGES DIRECTORY LISTINGS
7.1 Description
White Pages Listings Service (Listings)consists of Qwest placing the names,addresses and
telephone numbers of RESELLER's end users in Qwest's listing database,based on end user
information provided to Qwest by RESELLER.Qwest is authorized to use RESELLER end user
listings as noted below.
7.2 Terms and Conditions
7.2.1 RESELLER will provide in standard format,by mechanized or by manual
transmission to Qwest,its primary,premium and privacy listings.Qwest will
accept one primary listing for each main telephone number belonging to
RESELLER's end users at no charge.
7.2.2 RESELLER will be charged for premium and privacy listings (e.g.,
additional,foreign,cross reference)at Qwest's General Exchange listing Tariff
rates,less the wholesale discount,as described in Exhibit A.Primary listings
and other types of listings are defined in the Qwest General Exchange Tariffs.
7.2.3 Information on submitting and updating listings is available in "Qwest
Facility Based and Co-Provider Listings User Documents."Qwest will furnish
RESELLER the listings format specifications.Directory publishing schedules and
deadlines will be provided to RESELLER.
7.2.4 If RESELLER provides its end user's listings to Qwest,RESELLER grants
Qwest access to RESELLER's end user listings information solely for use in its
Directory Assistance List Service,and subject to the terms and conditions of this
Agreement.Qwest will incorporate RESELLER end user listings in the directory
assistance database.Qwest will incorporate RESELLER's end user listings
information in all existing and future directory assistance applications developed
by Qwest.Should Qwest cease to be a Telecommunications Carrier,by virtue of
a divestiture,merger or other transaction,this access grant automatically
terminates.
7.2.5 RESELLER end user listings will be treated the same as Qwest's end
user listings.Prior written authorization from RESELLER,which authorization
may be withheld,shall be required for Qwest to sell,make available,or release
RESELLER's end user listings to directory publishers,or other third parties other
than directory assistance providers.No prior authorization from RESELLER shall
be required for Qwest to sell,make available,or release RESELLER's end user
directory assistance listings to directory assistance providers.Listings shall not
be provided or sold in such a manner as to segregate end users by carrier.
Qwest will not charge RESELLER for updating and maintaining Qwest's listings
databases.RESELLER will not receive compensation from Qwest for any sale of
listings by Qwest as provided for under this Agreement.
7.2.6 To the extent that state Tariffs limit Qwest's liability with regard to listings,
the applicable state Tariff(s)is incorporated herein and supersedes the Limitation
of Liability section of this Agreement with respect to listings only.
7.2.7 Qwest is responsible for maintaining listings,including entering,changing,
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Section 7 -White Pages Directory Listings
correcting,rearranging and removing listings in accordance with RESELLER
orders.
7.2.8 Qwest provides non-discriminatory appearance and integration of white
pages listings for all RESELLER's and Qwest's end users.All requests for white
pages directory listings,whether RESELLER or Qwest end users,follow the
same processes for entry into the listings database.
7.2.9 Qwest will take reasonable steps in accordance with industry practices to
accommodate non-published and non-listed listings provided that RESELLER
has supplied Qwest the necessary privacy indicators on such listings.
7.2.10 RESELLER white pages listings will be in the same font and size as
listings for Qwest end users,and will not be separately classified.
7.2.11 Qwest processes for publication of white pages directory listings will
make no distinction between RESELLER and Qwest subscribers.RESELLER
listings will be provided with the same accuracy and reliability as Qwest's end
user listings.Qwest will ensure RESELLER listings provided to Qwest are
included in the white pages directory published on Qwest's behalf using the
same methods and procedures,and under the same terms and conditions,as
Qwest uses for its own end user listings.
7.2.12 Qwest shall ensure its third party publisher distributes appropriate
alphabetical and classified directories (white and yellow pages)and recycling
services to RESELLER end users at parity with Qwest end users,including
providing directories a)upon establishment of new service;b)during annual
mass distribution;and c)upon end user request.
7.2.13 RESELLER shall use commercially reasonable efforts to ensure that
listings provided to Qwest are accurate and complete.All third party listings
information is provided AS IS,WITH ALL FAULTS.RESELLER further
represents that it shall review all listings information provided to Qwest,including
end user requested restrictions on use,such as nonpublished and nonlisted
restrictions.
7.2.14 Reserved for Future Use
7.2.15 RESELLER shall be solely responsible for knowing and adhering to state
laws or rulings regarding listings and for supplying Qwest with the applicable
listing information.
7.2.16 RESELLER agrees to provide to Qwest its end user names,addresses
and telephone numbers in a standard mechanized format,as specified by Qwest.
7.2.17 RESELLER will supply its ACNA/CIC or CLCC/OCN,as appropriate,with
each order to provide Qwest the means of identifying listings ownership.
7.2.18 Prior to placing listings orders on behalf of end users,RESELLER shall
be responsible for obtaining,and have in its possession,Proof of Authorization
(POA),as set forth in Section 5.3 of this Agreement.
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Section 7 -VVhite Pages Directory Listings
7.2.19 Qwest will provide monthly listing verification proofs that provide the data
to be displayed in the published white pages directory and available on directory
assistance.Verification proofs containing nonpublished and nonlisted listings are
also available upon request on the same monthly schedule.
7.2.20 Qwest will provide RESELLER a reasonable opportunity to verify the
accuracy of the listings to be included in the white pages directory and directory
assistance.
7.2.21 RESELLER may review and if necessary edit the white page listings prior
to the close date for publication in the directory.
7.2.22 RESELLER is responsible for all dealings with,and on behalf of,
RESELLER's end users,including:
7.2.22.1 All end user account activity (e.g.,end user queries and
complaints);
7.2.22.2 All account maintenance activity (e.g.,additions,changes,
issuance of orders for listings to Qwest);
7.2.22.3 Determining privacy requirements and accurately coding
the privacy indicators for RESELLER's end user information (if end user
information provided by RESELLER to Qwest does not contain a
privacy indicator,no privacy restrictions will apply);and
72.22.4 Any additional services requested by RESELLER's end
users.
7.2.23 Pursuant to Sec.222 (a),(b),(c),(d),and (e)of the Telecommunications
Act,Qwest will provide subscriber lists information gathered in Qwest's capacity
as a provider of local Exchange Service on a timely and unbundled basis,under
non-discriminatory and reasonable rates,terms and conditions to RESELLER
upon request for the purpose of publishing directories in any format.Rates may
be subject to federal or state law or rules,as appropriate.Upon request by
RESELLER,Qwest shall enter into negotiations with RESELLER for
RESELLER's use of subscriber list information for purposes other than publishing
directories,and Qwest and RESELLER will enter into a written contract if
agreement is reached for such use.
7.2.23.1 Qwest shall use commercially reasonable efforts to ensure
that its retail end user listings provided to RESELLER are accurate and
complete.Any third party listings are provided AS IS,WITH ALL
FAULTS.Qwest further represents that it shall review all its retail end
user listings information provided to RESELLER including end user
requested restrictions on use,such as non-published and non-listed
restrictions.
7.2.24 Qwest represents and warrants that any arrangement for the publication
of white pages directory listings with an affiliate (including,without limitation,
Qwest Dex,Inc.)(an affiliate)or contractor requires such affiliate or contractor,to
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Section 7 -White Pages Directory Listings
publish the directory listings of RESELLER contained in Qwest's listings
database so that RESELLER's directory listings are non-discriminatory in
appearance and integration,and have the same accuracy and reliability that such
affiliate provides to Qwest's end users.
7.2.25 Qwest further agrees that any arrangements for the publication of white
pages directory listings with an affiliate or contractor shall require such affiliate or
contractor to include in the customer guide pages of the white pages directory,a
notice that end users should contact their local service provider to request any
modifications to their existing listing or to request a new listing.
7.2.26 Qwest agrees that any arrangement with an affiliate or contractor for the
publication of white pages directory listings shall require such affiliate or
contractor to provide RESELLER space in the customer guide pages of the white
pages directory for the purpose of notifying customers how to reach RESELLER
to:(1)request service;(2)contact repair service;(3)dial directory assistance;(4)
reach an account representative;(5)request buried cable local service;and (6)
contact the special needs center for customers with disabilities.
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Section 8-Network Security
Section 8.0 -NETWORK SECURITY
8.1 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 users,or their property as it employs to protect its own personnel,end users and
property,etc.
8.2 Each Party is responsible to provide security and privacy of communications.This
entails protecting the confidential nature of telecommunications transmissions between end
users 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 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.RESELLER is responsible for covering its employees on
such security requirements and penalties.
8.3 The Qwest telecommunications network is part of the national security network,
and as such,is 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.RESELLER is
responsible for covering its employees on such security requirements and penalties.
8.4 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.
8.5 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.
8.6 Each Party shall comply at all times with Qwest security and safety procedures and
requirements.
8.7 RESELLER will train its employees,agents and vendors on Qwest security policies
and guidelines.
8.8 No weapons of any type are allowed on Qwest premises.Vehicles on Qwest
property are subject to this restriction as well.
8.9 Qwest is not liable for any damage,theft or personal injury resulting from
RESELLER's employees,agents or vendors parking in a Qwest parking area.
and elevators that provide direct access to RESELLER's space or the nearest restroom facility.
Such access will be covered in orientation meetings.Access shall not be permitted to any other
portions of the building.
8.10 Revenue Protection.Qwest shall make available to RESELLER all present and
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Section 8-Network Security
future fraud prevention or revenue protection features.These features include,but are not
limited to,screening codes,900 and 976 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 LIDB Fraud monitoring systems.
8.11 Law Enforcement Interface.Qwest provides emergency assistance to 911 centers
and law enforcement agencies seven days a week/twenty-four 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.
8.12 Qwest provides trap/trace,pen register and Title lil 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 RESELLER,for any lines served from Qwest Wire Centers or cross
boxes.
8.13 In all cases involving telephone lines served from Qwest Wire Centers or cross
boxes,whether the line is a resold line or part of an Unbundled Local Switching or Unbundled
Loop element,Qwest will perform trap/trace Title Ill and pen register assistance directly with law
enforcement.RESELLER will not be involved or notified of such actions,due to non-disclosure
court order considerations,as well as timely response duties when law enforcement agencies
are involved.Exceptions to the above will be those cases,as yet undetermined,where
RESELLER must participate due to technical reasons wherein its circuitry must be accessed or
modified to comply with law enforcement,or for legal reasons that may evolve over time.
RESELLER will provide Qwest with a 24 hour a day,7 days a week contact for processing such
requests,should they occur.
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Section 9-OSS
Section 9.0 --ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)
9.1 Description
9.1.1 Qwest has developed and shall continue to provide Operational Support Systems
(OSS)interfaces using electronic gateways.These gateways act as a mediation or control point
between RESELLER's and Qwest's OSS.These gateways provide security for the interfaces,
protecting the integrity of the Qwest OSS and databases.Qwest's OSS interfaces have been
developed to support Pre-ordering,Ordering and Provisioning,Maintenance and Repair and
Billing.This section describes the interfaces that Qwest has developed and shall provide to
RESELLER.Additional technical information and details shall be provided by Qwest in training
sessions and documentation,such as the "Interconnect Mediated Access User's Guide."Qwest
will continue to make improvements to the electronic interfaces as technology evolves,providing
notification to RESELLER consistent with the provisions of this Section.
9.1.2 Through its electronic gateways,Qwest shall provide RESELLER non-
discriminatory access to Qwest's OSS for Pre-ordering,Ordering and Provisioning,
Maintenance and Repair,and Billing for resale and Unbundled Network Elements.For those
functions with a retail analogue,such as pre-ordering and ordering and provisioning of resold
services,Qwest shall provide RESELLER access to its OSS in substantially the same time and
manner as it provides to itself.For those functions with no retail analogue,such as pre-ordering
and ordering and provisioning of unbundled elements,Qwest shall provide RESELLER access
to Qwest's OSS sufficient to allow an efficient competitor a meaningful opportunity to compete.
Qwest shall deploy the necessary systems and personnel to provide sufficient access to each of
the necessary OSS functions.Qwest shall provide assistance for RESELLER to understand
how to implement and use all of the available OSS functions.Qwest shall provide RESELLER
sufficient electronic and manual interfaces to allow RESELLER equivalent access to all of the
necessary OSS functions.Qwest shall disclose to RESELLER any internal business rules and
other formatting information necessary to ensure that RESELLER's requests and orders are
processed efficiently.Qwest shall provide OSS designed to accommodate both current demand
and reasonably foreseeable demand.
9.2 OSS Support for Pre-Ordering,Ordering and Provisioning
9.2.1 Local Service Request (LSR)Ordering Process
9.2.1.1 Qwest shall provide electronic interface gateways for submission of
LSRs,including both an Electronic Data Interchange (EDI)interface and a
Graphical User Interface (GUI).
9.2.1.2 The interface standards for EDI are based upon the Order &Billing Forum
(OBF)Local Service Order Guidelines (LSOG),the Telecommunication Industry
Forum (TCIF)Customer Service Guidelines;and the American National
Standards Institute/Accredited Standards Committee (ANSI ASC)X12 protocols.
Exceptions to the above standards shall be specified in the EDI disclosure
documents.12.2.1.3 The GUI shall provide a single interface for Pre-Order and
Order transactions from RESELLER to Qwest and is browser based.The GUI
interface shall be based on the LSOG and utilizes a WEB standard technology,
Hyper Text Markup Language (HTML),JAVA and the Transmission Control
Protocol/Internet Protocol (TCP/IP)to transmit messages.
9.2.1.4 Reserved for Future Use
9.2.1.5 Dial-Up Capabilities
9.2.1.5.1 Reserved for Future Use
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9.2.1.5.2 Reserved for Future Use
9.2.1.5.3 When RESELLER requests from Qwest more than fifty
(50)SecurlDs,RESELLER shall use a T1 line instead of dial-up
capabilities.
9.2.1.6 Access Service Request (ASR)Ordering Process
9.2.1.6.1 Qwest shall provide a computer-to-computer batch file interface
for submission of ASRs based upon the OBF Access Service Order Guidelines
(ASOG).
9.2.1.7 Facility Based EDI Listing Process
Qwest shall provide a Facility Based EDI Listing interface to enable RESELLER
listing data to be translated and passed into the Qwest listing database.This
interface is based upon OBF LSOG and ANSI ASC X12 standards.
9.2.2 Maintenance and Repair
9.2.2.1 Qwest shall provide electronic interface gateways for reporting trouble,
including an electronic bonding interface and a GUI interface,to facilitate the
exchange of updated information and progress reports between Qwest and
RESELLER while the Trouble Report (TR)is open and a Qwest technician is
working on the resolution.
9.2.3 Interface Availability
9.2.3.1 Qwest shall make the interfaces available during the hours listed in the
Gateway Availability PIDs.
9.2.3.2 Qwest shall notify RESELLERs regarding system downtime through mass
email distribution and pop-up windows in the IMA GUI.
9.2.4 Billing
9.2.4.1 For products billed out of the Qwest Interexchange Access Billing System
(IABS),Qwest will utilize the existing CABS/BOS format and technology for the
transmission of bills.
9.2.4.2 For products billed out of the Qwest Customer Record Information
System (CRIS),Qwest will utilize the existing EDI standard for the transmission
of monthly local billing information.EDI is an established standard under the
auspices of the ANSI/ASC X12 Committee.A proper subset of this specification
has been adopted by the Telecommunications Industry Forum (TCIF)as the "811
Guidelines"specifically for the purposes of telecommunications billing.
9.2.5 Outputs
Output information will be provided to RESELLER in the form of bills,files,and reports.Bills will
capture all regular monthly and incremental/usage charges and present them in a summarized
format.The files and reports delivered to RESELLER come in the following categories:
Usage Record File Line Usage Information
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Loss and Completion Order Information
Category 11 Facility Based Line Usage Information
SAG/FAM Street Address/Facility Availability Information
9.2.5.1 Bills
9.2.5.1.1 CRIS Summary Bill -The CRIS Summary Bill represents a
monthly summary of charges for most wholesale products sold by
Qwest.This bill includes a total of all charges by entity plus a summary
of current charges and adjustments on each sub-account.Individual
sub-accounts are provided as billing detail and contain monthly,one-
time charges and incremental/call detail information.The Summary Bill
provides one bill and one payment document for RESELLER.These
bills are segmented by state and bill cycle.The number of bills received
by RESELLER is dictated by the product ordered and the Qwest region
in which RESELLER is operating.
9.2.5.1.2 IABS Bill -The IABS Bill represents a monthly summary of
charges.This 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.
9.2.5.2 Files and Reports
9.2.5.2.1 Daily Usage Record File provides the accumulated set of
call information for a given day as captured or recorded by the network
switches.This file will be transmitted Monday through Friday,excluding
Qwest holidays.This information is a file of unrated Qwest originated
usage messages and rated RESELLER originated usage messages.It
is provided in Alliance for Telecommunication Industry Solution (ATIS)
standard (Electronic Message Interface)EMI format.This EMI format is
outlined in the document SR-320;which can be obtained directly from
ATIS.The Daily Usage Record File contains multi-state data for the
Data Processing Center generating this information.Individual state
identification information is contained with the message detail.Qwest
will provide this data to RESELLER with the same level of precision and
accuracy it provides itself.This file will be provided for Resale.
9.2.5.2.2 The charge for this Daily Usage Record File is contained in Exhibit
A of this Agreement.
9.2.5.2.3 Routing of in-region IntraLATA Collect,Calling Card,and Third
Number Billed Messages -Qwest will distribute in-region IntraLATA collect,
calling card,and third number billed messages to RESELLER and exchange with
other RESELLERs operating in region in a manner consistent with existing inter-
company processing agreements.Whenever the daily usage information is
transmitted to a carrier,it will contain these records for these types of calls as
well.
9.2.5.2.4 Loss Report provides RESELLER with a daily report that contains
a list of accounts that have had lines and/or services disconnected.This may
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Section 9-OSS
indicate that the end user has changed RESELLERs or removed services from
an existing account.This report also details the order number,service name and
address,and date this change was made.Individual reports will be provided for
Resale.
9.2.5.2.5 Completion Report provides RESELLER with a daily report.This
report is used to advise RESELLER that the order(s)for the service(s)requested
is complete.It details the order number,service name and address and date this
change was completed.Individual reports will be provided for Resale products.
9.2.5.2.6 Category 11 Records are Exchange Message Records (EMR)
which provide mechanized record formats that can be used to exchange access
usage information between Qwest and RESELLER.Category 1101 series
records are used to exchange detailed access usage information.
9.2.5.2.7 Category 1150 series records are used to exchange summarized
Meet Point Billed access minutes-of-use.
The transmission method/media types available for these mechanized
records are available the PCAT located at
http://www.qwest.com/carrier/guides/resource_guides.html.
9.2.5.2.8 SAG/FAM Files.The SAG (Street Address Guide)/FAM
(Features Availability Matrix)files contain the following information:
a)SAG provides address and serving central office information;and
b)FAM provides USOCs and descriptions by state (POTS services
only),and USOC availability by NPA-NXX with the exception of Centrex.
InterLATA/IntraLATA Carriers by NPA-NXX.
These files are made available via a download process.They can be retrieved by ftp (file
transfer protocol),NDM connectivity,or a Web browser.
9.2.6 Change Management
Qwest and RESELLER shall participate in discussions of OSS development in the Qwest Co-
Provider Industry Change Management Process (CICMP),as set forth in Exhibit G.The CICMP
shall:(i)provide a forum for RESELLER and Qwest to discuss change requests (CR),release
notifications (RN),systems release life cycles,and communications;(ii)provide a forum for
RESELLERs as an industry to discuss and prioritize their CRs;(iii)develop a mechanism to
track and monitor RESELLER CRs and Qwest RNs;and (iv)establish communication intervals
where appropriate in the process.After following the process set forth in Exhibit G,RESELLER
and Qwest may escalate issues pursuant to the CICMP escalation process set forth in Exhibit
H.Escalations subject to the process of Exhibit H include issues related to the CICMP process
itself,including the processes set forth in Exhibit G.Qwest will inform RESELLERs through the
CICMP of all planned changes to Qwest software,local interconnection products,business
processes and technical publications,including additions,deletions,or changes which affect
any document or information RESELLER receives from Qwest or any document or information
Qwest sends RESELLER to allow RESELLER to transact business.Qwest will seek
RESELLER input on the planned changes and will report such consideration in a timely manner.
9.2.6.1 In the course of establishing operational ready system interfaces between
Qwest and RESELLER to support local service delivery,RESELLER and Qwest
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Section 9-OSS
may need to define and implement system interface specifications that are
supplemental to existing standards.RESELLER and Qwest will submit such
specifications to the appropriate standards committee and will work towards their
acceptance as standards.
9.2.6.2 Release updates will be based on regulatory obligations as dictated by
the FCC or Commissions and,as time permits,the agreed upon changes
requested by RESELLER IndustryChange Management Process (CICMP).
Qwest will provide to RESELLER the features list for modifications to the
interface.Specifications for interface modifications will be provided to
RESELLER three weeks prior to the release date.
9.2.7 RESELLER Responsibilities for Implementation of OSS Interfaces
9.2.7.1 Before any RESELLER implementation can begin,RESELLER must
completely and accurately answer the RESELLER Questionnaire.
9.2.7.2 Once Qwest receives a complete and accurate New Customer
Questionnaire,Qwest and RESELLER will mutuallyagree upon time frames for
implementation.
9.2.8 Qwest Responsibilities for On-going Support for OSS Interfaces
Qwest will support previous EDI releases for six (6)months after the next subsequent EDI
release has been deployed.
9.2.8.1 Qwest will provide written notice to RESELLER of the need to migrate to
a new release.
9.2.8.2 Qwest will provide an EDI Implementation Coordinator to work with
RESELLER for business scenario re-certification,migration and data conversion
strategy definition.
9.2.8.3 Re-certification is the process by which RESELLERs demonstrate the
ability to generate correct transactions for the new release.Qwest will provide the
suite of tests for re-certification to RESELLER with the issuance of the disclosure
document.
9.2.8.4 Reserved for Future Use
9.2.9 RESELLER Responsibilities for On-going Support for OSS Interfaces
9.2.9.1 If using the GUI interface,RESELLER must work with Qwest to train
RESELLER personnel on the GUI functions that RESELLER will be using.
Qwest and RESELLER shall concur on which GUI functions should be included
in RESELLER's training.Qwest and RESELLER shall make reasonable efforts
to schedule training in a timely fashion.
9.2.9.2 An exchange protocol will be used to transport EDI formatted content.
RESELLER must perform certification testing of exchange protocol prior to using
the EDI interface.
9.2.9.3 Qwest will provide RESELLER with access to a stable testing
environment to certify that its OSS will be capable of interacting smoothly and
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efficiently with Qwest's OSS.Qwest has established the following test processes
to assure the implementation of a solid interface between Qwest and
RESELLER:
9.2.9.3.1 Connectivity Testing --RESELLER and Qwest will conduct
connectivity testing calls.This test will establish the ability of the trading
partners to send and receive EDI data effectively.This test verifies the
communications between the trading partners.Connectivity is
established during each phase of the implementation cycle.This test is
also conducted prior to controlled production and before going live in
the production environment if RESELLER has implemented
environment changes when moving into production.
9.2.9.3.2 Stand-Alone Testing Environment -Qwest is developing a
stand-alone testing environment to take pre-order and order requests,
pass them to the stand-alone database,and return responses to
RESELLER during its development of EDI.The Stand-Alone Testing
Environment provides RESELLER the opportunity to validate its
technical development efforts.This testing verifies RESELLER's ability
to send correctly formatted EDI transactions through the EDIllMA
system edits successfully.Stand Alone Testing uses test account data.
All stand alone test orders are subjected to the same edits as
production orders.This testing phase is optional.
9.2.9.3.3 Interoperability Testing -RESELLER has the option of
participating with Qwest in interoperability testing to provide RESELLER
with the opportunity to validate technical development efforts and to
quantify processing results.Interoperability testing verifies RESELLER's
ability to send correct EDI transactions through the EDIllMA system
edits successfully.Interoperabilitytesting requires the use of valid
Qwest data.All interoperability orders are subjected to the same edits
as production orders.This testing phase is optional when RESELLER
has conducted Stand-Alone Testing successfully.
9.2.9.3.4 Controlled Production -Qwest and RESELLER will
perform controlled production.The controlled production process is
designed to validate the ability of RESELLER to transmit EDI data that
completely meets X12 standards definitions and complies with all
Qwest business rules.Controlled production consists of the controlled
submission of actual RESELLER production requests to the Qwest
production environment.Qwest treats these orders as production
orders.Qwest and RESELLER use controlled production results to
determine operational readiness.Controlled production requires the
use of valid account and order data.All certification orders are
considered to be live orders and will be provisioned.
9.2.9.3.5 If RESELLER is using EDI,Qwest shall provide
RESELLER with a pre-allotted amount of time to complete certification
of its business scenarios.It is the sole responsibility of RESELLER to
schedule an appointment with Qwest for certification of its business
scenarios.RESELLER must comply with the agreed upon dates and
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times scheduled for the certification of its business scenarios.If the
certification of business scenarios is delayed due to RESELLER,it is
the sole responsibility of RESELLER to schedule new appointments for
certification of its business scenarios.Conflicts in the schedule could
result in certification being delayed.If a delay is due to Qwest,Qwest
will honor RESELLER's schedule through the use of alternative hours.
9.2.9.4 If RESELLER is using the EDI interface,RESELLER must work with
Qwest to certify the business scenarios that RESELLER will be using in order to
ensure successful transaction processing.Qwest and RESELLER shall mutually
agree to the business scenarios for which RESELLER is required to be certified.
Certification is granted only for a specific release of the EDI.
9.2.9.4.1 For a new software release or upgrade,Qwest will provide
RESELLER a testing environment that mirrors the production
environment in order for RESELLER to test the new release.For
software releases and upgrades,Qwest has implemented the testing
processes set forth in Section 9.2.9.3.2,9.2.9.3.3 and 9.2.9.3.4.
9.2.9.4.2 For a new software release or upgrade,Qwest will provide
RESELLER the stand alone testing environment,as set forth in Section
9.2.9.3.2,prior to implementing that release or upgrade in the
production environment.
9.2.9.5 New releases of the EDI interface may require re-certification of some or
all business scenarios.A determination as to the need for re-certification will be
made by the Qwest coordinator in conjunction with the release manager of each
IMA EDI release.Notice of the need for re-certification will be provided to
RESELLER as the new release is implemented.The suite of re-certification test
scenarios will be provided to RESELLER with the disclosure document.
9.2.9.6 RESELLER will contact the Qwest EDI Implementation Coordinator to
initiate the migration process.RESELLER must complete the re-certification and
migration to the new EDI release within six (6)months of the deployment of the
new release.
9.2.9.7 RESELLER will be expected to execute the re-certification test cases in
the interoperability test environment.RESELLER will provide Purchase Order
Numbers (PONs)of the successful test cases to Qwest.
9.2.9.8 Reserved for Future Use
9.2.9.9 In the event of electronic interface trouble,RESELLER shall use its best
efforts to isolate and resolve the trouble using the guidelines.If RESELLER
cannot resolve the problem,then RESELLER should contact the RESELLER
Systems Help Desk.The RESELLER Systems Help Desk is RESELLER's
Single Point of Contact for electronic interface trouble.
9.2.10 RESELLER Support
9.2.10.1 Qwest shall provide assistance for RESELLER to understand how
to implement and use all of the available OSS functions.Qwest shall disclose to
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RESELLER any internal business rules and other formatting information
necessary to ensure that RESELLER's requests and orders are processed
efficiently.This assistance will include training,documentation,and RESELLER
Help Desk.
9.2.11 Compensation/Cost Recovery
On-going and one-time startup charges,as applicable,will be billed at rates set forth inExhibitA.
9.3 Maintenance and Repair
9.3.1 Service Levels
9.3.1.1 Qwest will provide repair and maintenancefor all services covered by this
Agreement in a manner in substantially the same time and manner as that which
Qwest provides for itself.
9.3.1.2 During the term of this Agreement,Qwest will provide necessary
maintenance business process support to allow RESELLER to provide similar
service quality to that provided by Qwest to its end users.
9.3.1.3 Qwest will perform repair service that is substantially the same in
timeliness and quality to that which it provides to its own end users.
9.3.2 Branding
9.3.2.1 Should Qwest need to use various forms for communication with
RESELLER end users (while out on premises dispatches on behalf of
RESELLER,for example),Qwest will use unbranded forms.
9.3.2.2 If required by RESELLER,Qwest will use branded forms at RESELLER's
full expense,covering training costs,storage,printing,distribution and all otherbranding-related costs.
9.3.3 Service interruptions
9.3.3.1 The characteristics and methods of operation of any circuits,facilities orequipmentofeitherPartyconnectedwiththeservices,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".
9.3.3.2 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
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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.
9.3.3.3 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.
9.3.3.4 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.
9.3.3.5 Before either Party reports a trouble condition,it shall use its best efforts
to isolate the trouble to the other's facilities.
9.3.3.5.1 In cases where a trouble condition affects a significant
portion of the other's service,the Parties shall assign the same priority
provided to other interconnecting RESELLERs and itself.
9.3.3.5.2 The Parties shall cooperate in isolating trouble conditions.
9.3.4 Trouble Isolation
9.3.4.1 Pursuant to the applicable exchange and network service catalog,Qwest
will bill appropriate Maintenance of Service charges,set forth in Exhibit A,for
dispatched work done by Qwest where the trouble is found to be on the end
user's side of the NID or trouble is found to be in RESELLER's portion of the
network.
9.3.4.1 Pursuant to FCC Tariff #1,Section 13 (see the Qwest website:
http://www.qwest.com/carrier/tariffs/for exact tariff language.Qwest will bill
appropriate Maintenance of Service charges,set forth in Exhibit A,for dispatched
work done by Qwest where the trouble is found to be on the end user's side of
the NID or trouble is found to be in RESELLER's portion of the network.
9.3.4.2 Maintenance of Service,set forth in Exhibit A,may be imposed by Qwest
on RESELLER for other internal repair work incurred on behalf of RESELLER
and later found to be in RESELLER network components.
9.3.5 Inside Wire Maintenance
Except where specifically required by state or federal regulatory mandates,Qwest will not
perform any maintenance of inside wire (premises wiring beyond the end user's demarcation
point)for RESELLER or its end users.
9.3.6 Testing/Test Requests/CoordinatedTesting/UNEs
9.3.6.1 Qwest shall have no obligation to test an end user's line or circuit,but
may in appropriate circumstances.
9.3.6.2 Prior to any test being conducted on a line,Qwest must receive a trouble
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report from RESELLER.
9.3.6.3 Qwest end users are not given test results.On manually reported trouble,
Qwest will not provide to RESELLER the test results for its trouble reports.For
electronically reported trouble,RESELLER may be provided various basic test
results.
9.3.6.4 Qwest's test systems do not support testing of Unbundled Network
Elements.RESELLER shall isolate the trouble condition on UNE end users to
Qwest's portion of the end user's service before Qwest accepts a trouble report
for that end user.
9.3.7 Work Center Interfaces
9.3.7.1 Qwest and RESELLER shall work cooperatively to develop positive,close
working relationships among corresponding work centers involved in the trouble
resolution processes.
9.3.8 Misdirected Repair Calls
9.3.8.1 RESELLER and Qwest will employ the following procedures for handling
misdirected repair calls:
9.3.8.1.1 RESELLER and Qwest will provide their respective end
users with the correct telephone numbers to call for access to their
respective repair bureaus.
9.3.8.1.2 End users of RESELLER shall be instructed to report all
cases of trouble to RESELLER.End users of Qwest shall be instructed
to report all cases of trouble to Qwest.
9.3.8.1.3 To the extent the correct provider can be determined,
misdirected repair calls will be referred to the proper provider of Basic
Exchange Telecommunications Service;however,nothing in this
Agreement shall be deemed to prohibit Qwest or RESELLER from
discussing its products and services with RESELLER's or Qwest's end
users who call the other Party.
9.3.8.1.4 RESELLER and Qwest will provide their respective repair
contact numbers to one another on a reciprocal basis.
9.3.8.1.5 In responding to repair calls,neither Party shall make
disparaging remarks about each other.
9.3.9 Major Outages/Restoral/Notification
9.3.9.1 Qwest will notify RESELLER of major network outages as soon as is
practical.This notification will be via e-mail to RESELLER'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
frequency schedule as is provided internally within Qwest.Service restoration
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will be non-discriminatory,and will be accomplished as quickly as possible
according to Qwest and/or industry standards.
9.3.9.2 Owest will meet with associated personnel from RESELLER to share
contact information and review Qwest's outage restoral processes and
notification processes.
9.3.9.3 Qwest's emergency restoration process operates on a 7X24 basis.
9.3.10 Protective Maintenance
9.3.10.1 Qwest will perform scheduled maintenance of substantially the
same quality to that which it provides to itself.
9.3.10.2 Qwest will work cooperatively with RESELLER to develop
industry-wide processes to provide as much notice as possible to RESELLER of
pending maintenance activity.Such process work will include establishment of
reasonable thresholds and notification standards.
9.3.11 Hours of Coverage
9.3.11.1 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.
9.3.12 Escalations
9.3.12.1 Qwest will provide trouble escalation procedures to RESELLER.
Such procedures will be based on the processes Qwest employs for its own end
users.Qwest escalations are manual processes.
9.3.12.2 Qwest repair escalations begin with calls to the up-front trouble
reporting centers.
9.3.13 Dispatch
9.3.13.1 Qwest will provide maintenance dispatch personnel on the same
schedule as it provides for its own end users.
9.3.13.2 Upon the receipt of a trouble report from RESELLER,Qwest will
do all that is reasonable and practical,according to 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 RESELLER require a dispatch when Qwest believes the dispatch is not
necessary,appropriate charges will be billed by Qwest to RESELLER for those
dispatch-related costs in accordance with Exhibit A.
9.3.13.3 For POTS lines,Qwest will not request authorization from
RESELLER prior to dispatch.For lines supported by Qwest's designed services
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process,Qwest may accept RESELLER authorization to dispatch.Qwest's
operational processes are regularly reviewed and may be altered in the future.
Should processes be changed,RESELLER will be notified.
9.3.13.4 RESELLER shall perform appropriate trouble isolation and
screening prior to submitting a trouble report to Qwest.
9.3.14 Electronic Reporting
9.3.14.1 RESELLER may submit Trouble Reports through the electronic
bonding or GUI interfaces provided by Qwest.
9.3.15 Intervals/Parity
9.3.15.1 Similar trouble conditions,whether reported on behalf of Qwest
end users or on behalf of RESELLER end users,will receive similar commitment
intervals.
9.3.16 Jeopardy Management
9.3.16.1 Notification to RESELLER will be given on the same basis that a
trouble report interval is likely to be missed.
9.3.17 Trouble Screening
9.3.17.1 RESELLER shall screen and test its end user trouble reports
completely enough to insure that it sends to Qwest only trouble reports that
involve Qwest facilities.
9.3.17.2 Qwest will cooperate with RESELLER to show RESELLER how
Qwest screens trouble conditions in its own centers,so that RESELLER will
employ similar techniques in its centers.
9.3.18 Maintenance Standards
9.3.18.1 Qwest will cooperate with RESELLER to meet the maintenance
standards outlined in this Agreement.
9.3.18.2 On manually reported trouble,Qwest will inform RESELLER of
repair completion as soon as is practical after its completion.On electronically
reported trouble reports the electronic system will automatically update status
information,including trouble completion,across the joint electronic gateway.
9.3.19 End User Interfaces
9.3.19.1 RESELLER will be responsible for all interactions with its end
users including service call handling and notifying its end users of trouble status
and resolution.
9.3.19.2 All Qwest employees who perform repair service for RESELLER
end users will be trained in non-discriminatory behavior.
9.3.20 Repair Call Handling
9.3.20.1 Manually reported repair calls by RESELLER to Qwest will be
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answered with substantially the same quality and speed as Qwest answers calls
from its own end users.
9.3.21 Single Point of Contact
9.3.21.1 Qwest will provide a single point of contact for RESELLER 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 RESELLER for each category of trouble situation being encountered.
9.3.22 Network Information
9.3.22.1 Qwest maintains an information database,available to
RESELLER for the purpose of allowing RESELLER to obtain information about
Qwest's NPAs,LATAs,Access Tandems and central offices.
9.3.22.2 This database is known as the ICONN database,available to
RESELLER via Qwest's Web site.
9.3.22.3 CPNl information and NXX activity reports are also included in this
database.
9.3.22.4 ICONN is updated every two (2)weeks.
9.3.23 Maintenance Windows
9.3.23.1 Generally,Qwest performs major switch maintenance activities
off-hours,during certain "maintenance windows".
9.3.23.2 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.
9.3.23.3 Although Qwest normally does major switch maintenance during
the above maintenance window,there will be occasions where this will not be
possible.
9.3.23.4 Planned generic upgrades to Qwest switches are
included in the ICONN database,available to RESELLER via Qwest's
Web site
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Section 10-Qwest DEX
Section 10.0 -Qwest Dex
10.1 Qwest and RESELLER agree that certain issues outside the provision of basic
white page directory listings,such as yellow pages advertising,yellow pages listings,directory
coverage access to call guide pages (phone service pages),applicable listings criteria,white
page enhancements and publication schedules will be the subject of negotiations between
RESELLER and directory publishers,including Qwest Dex.Qwest acknowledges that
RESELLER may request Qwest to facilitate discussions between RESELLER and Qwest Dex.
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Section 11
Service Performance
Section 11.0 -SERVICE PERFORMANCE
Qwest is currently developing performance measures in a process created by the RegionalOversightCommittee(ROC).Qwest will amend this Agreement when the ROC process iscompletetoincorporateallaspectsoftheROCfinaldecision.
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SECTION 12 -SIGNATURE
Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior
oral or written agreements,representations,statements,negotiations,understandings,proposals
and undertakings with respect to the subject matter hereof.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their
respective duly authorized representatives.
The Local Connection Qwest Corp on
/Šignature Signature
Joe Ë-Ve la sy we 2 L.T.Christensen
Name Printed/Typed 'Name Printed/Typed
Oc n Director -Business PolicyTitleTitle
Date Date I
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